SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                            --------------------
                                 FORM 10-K/A
                                (AMENDMENT 3)
         (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
         ENDED DECEMBER 31, 2002
         OR
         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
         FROM ____________ TO ____________

                        COMMISSION FILE NUMBER 1-7823
----------------------------------------------------------------------------
                       ANHEUSER-BUSCH COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                 DELAWARE                                     43-1162835
       (State or Other Jurisdiction                         (IRS Employer
     of Incorporation or Organization)                    Identification No.)

                               ONE BUSCH PLACE
                          ST. LOUIS, MISSOURI 63118
                  (Address of Principal Executive Offices)

        REGISTRANT'S PHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
                         --------------------------
         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                       -------------------------------
                                                      NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                   ON WHICH REGISTERED

COMMON STOCK--$1 PAR VALUE                            NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS                       NEW YORK STOCK EXCHANGE
6 1/2%  DEBENTURES DUE JANUARY 1, 2028                NEW YORK STOCK EXCHANGE

      SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes  X    No
    ---     ---

         Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

         Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2):
Yes  X    No
    ---     ---

         As of June 28, 2002, the aggregate market value of the voting stock
held by non-affiliate was $43,106,017,200.

         Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

      $1 PAR VALUE COMMON STOCK 836,078,250 SHARES AS OF MARCH 11, 2003

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for the Year ended
  December 31, 2002. . . . . . . . . . . . . . PART I, PART II, AND PART IV

Portions of Definitive Proxy Statement for Annual Meeting of
  Shareholders on April 23, 2003. . . . . . . . . . . .PART III and PART IV






     Item 14. "CONTROLS AND PROCEDURES" is amended by replacing the item in
its entirety with the following:

     Item 14. CONTROLS AND PROCEDURES.

     It is responsibility of the chief executive officer and chief financial
officer to ensure the Company maintains disclosure controls and procedures
designed to provide reasonable assurance that material information, both
financial and non-financial, and other information required under the
securities laws to be disclosed is identified and communicated to senior
management on a timely basis. The Company's disclosure controls and
procedures include mandatory communication of material subsidiary events,
automated accounting processing and reporting, management review of monthly
and quarterly results, periodic subsidiary business reviews, an established
system of internal controls and rotating internal control reviews by the
Company's internal auditors.

     The chief executive officer and chief financial officer evaluated the
Company's disclosure controls and procedures as of the end of the quarter
ended December 31, 2002 and have concluded that they are effective as of
December 31, 2002 in providing reasonable assurance that such information is
identified and communicated on a timely basis. Additionally, there were no
changes in the Company's internal control over financial reporting
identified in connection with the evaluation that have materially affected,
or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

Item 15 on pages 11 through 13 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is amended by the addition of the
following exhibits:

Exhibit 31.3 -Certification of Chief Executive Officer

Exhibit 31.4 -Certification of Chief Financial Officer

                                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              ANHEUSER-BUSCH COMPANIES, INC.
                                      (Registrant)

                              By: /s/ W. Randolph Baker
                                 ----------------------------------------------
                                              W. Randolph Baker
                                  (Vice President and Chief Financial Officer)

Date: February 23, 2004






         Pursuant to the requirements of the Securities Act of 1934, this
amendment to report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:



                                            Title                               Date
                                                                          
    PATRICK T. STOKES      *        Chief Executive Officer                     February 23, 2004
---------------------------         and President and Director (Principal
    Patrick T. Stokes               Executive Officer)


   W. RANDOLPH BAKER       *        Vice President and                          February 23, 2004
---------------------------         Chief Financial Officer
   W. Randolph Baker                (Principal Financial Officer)


        JOHN F. KELLY      *        Vice President and                          February 23, 2004
---------------------------         Controller (Principal
        John F. Kelly               Accounting Officer)


   AUGUST A. BUSCH III     *        Director                                    February 23, 2004
---------------------------
   August A. Busch III


    CARLOS FERNANDEZ G.    *        Director                                    February 23, 2004
---------------------------
    Carlos Fernandez G.


                                    Director
---------------------------
      James J. Forese


       JOHN E. JACOB       *        Director                                    February 23, 2004
---------------------------
       John E. Jacob


      JAMES R. JONES       *        Director                                    February 23, 2004
---------------------------
      James R. Jones


    CHARLES F. KNIGHT      *        Director                                    February 23, 2004
---------------------------
    Charles F. Knight


   VERNON R. LOUCKS, JR.   *        Director                                    February 23, 2004
---------------------------
   Vernon R. Loucks, Jr.


   VILMA S. MARTINEZ       *        Director                                    February 23, 2004
--------------------------
   Vilma S. Martinez


   WILLIAM PORTER PAYNE    *        Director                                    February 23, 2004
---------------------------
   William Porter Payne


     JOYCE M. ROCHE        *        Director                                    February 23, 2004
---------------------------
     Joyce M. Roche


    HENRY HUGH SHELTON     *        Director                                    February 23, 2004
---------------------------
    Henry Hugh Shelton







    ANDREW C. TAYLOR       *        Director                                    February 23, 2004
---------------------------
    Andrew C. Taylor


   DOUGLAS A. WARNER III   *        Director                                    February 23, 2004
---------------------------
   Douglas A. Warner III


  EDWARD E. WHITACRE, JR.  *        Director                                    February 23, 2004
---------------------------
  Edward E. Whitacre, Jr.



    *By /s/ W. Randolph Baker       Attorney-in-Fact
       -------------------------
          W. Randolph Baker









                                EXHIBIT INDEX


  Exhibit 31.3 -Certification of Chief Executive Officer

  Exhibit 31.4 -Certification of Chief Financial Officer