AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 2007 Registration Statement No. 333-_______ _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________ ANHEUSER-BUSCH COMPANIES, INC. (Exact name of registrant as specified in its 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) ______________________ ANHEUSER-BUSCH COMPANIES, INC. 1998 INCENTIVE STOCK PLAN (Full title of the plan) __________________________ JoBeth G. Brown, Esq. Copies to: Vice President and Secretary Geetha Rao Sant, Esq. Anheuser-Busch Companies, Inc. The Stolar Partnership LLP One Busch Place 911 Washington Avenue, 7th Fl St. Louis, Missouri 63118 St. Louis, Missouri 63101 (Name and address of agent for service) EXPLANATORY STATEMENT Anheuser-Busch Companies, Inc. (the "Registrant") is filing this Post- Effective Amendment No.1 to Registration Statement on Form S-8 to deregister certain securities previously registered by the Registrant pursuant to its Registration Statement on Form S-8 (Registration No. 333-124589), which was originally filed with the Securities and Exchange Commission (the "Commission") on May 3, 2005 (the "2005 Registration Statement") and to carry forward such securities and the associated fees to a new registration statement. A total of 32,000,000 additional shares of the Registrant's Common Stock, par value $1.00 per share (the "2005 Additional Shares"), were registered for issuance under the Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan (the "1998 Plan") pursuant to the 2005 Registration Statement. On April 25, 2007, the shareholders of the Registrant approved the Anheuser- Busch Companies, Inc. 2007 Equity and Incentive Plan (the "2007 Plan"), and no further awards will be made under the 1998 Plan. The shares that remain available for issuance under the 1998 Plan and which are not subject to outstanding awards under the 1998 Plan are to be included in the shares available for issuance under the 2007 Plan. As of April 25, 2007, there were 13,916,528 such shares (collectively, the "Carried Forward Shares"). The Registrant has registered the Carried Forward Shares for issuance under the 2007 Plan pursuant to a new Registration Statement on Form S-8 (the "2007 Plan Registration Statement"), which was filed contemporaneously with the filing of this Post-Effective Amendment No.1 to Registration Statement on Form S-8. Pursuant to Instruction E of Form S-8 and the telephonic interpretation of the Securities and Exchange Commission (the "Commission") set forth in Section G. Securities Act Forms, No. 89 ("Interpretation 89"), of the Division of Corporation Finance's Manual of Publicly Available Telephone Interpretations dated July 1997, the Registrant is filing this Post-Effective Amendment No. 1 to the 2005 Registration Statement in order (i) to reallocate the Carried Forward Shares from the 1998 Plan to the 2007 Plan and (ii) to carry forward the registration fees paid with respect to the Carried Forward Shares from the 2005 Registration Statement to the 2007 Plan Registration Statement. In addition, the Registrant is filing this Post-Effective Amendment No. 1 to the 2005 Registration Statement in order to deregister the 13,916,528 Carried Forward Shares registered under the 2005 Registration Statement, which shares have been carried forward to the 2007 Plan Registration Statement for issuance under the 2007 Plan. Accordingly, the Registrant hereby withdraws from registration under the 2005 Registration Statement the 13,916,528 Carried Forward Shares that have not been and will not be issued under the 1998 Plan. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this post-effective amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on May 3, 2007. ANHEUSER-BUSCH COMPANIES, INC. By: /S/ JOBETH G. BROWN JoBeth G. Brown, Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, post-effective amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date AUGUST A. BUSCH IV* President and May 3, 2007 (August A. Busch IV) Chief Executive Officer and Director (Principal Executive Officer) W. RANDOLPH BAKER* Vice President and May 3, 2007 (W. Randolph Baker) Chief Financial Officer (Principal Financial Officer) JOHN F. KELLY* Vice President May 3, 2007 (John F. Kelly) and Controller (Principal Accounting Officer) AUGUST A. BUSCH III* Director May 3, 2007 (August A. Busch III) CARLOS FERNANDEZ G.* Director May 3, 2007 (Carlos Fernandez G.) JAMES J. FORESE* Director May 3, 2007 (James J. Forese) JOHN E. JACOB* Director May 3, 2007 (John E. Jacob) JAMES R. JONES* Director May 3, 2007 (James R. Jones) CHARLES F. KNIGHT* Director May 3, 2007 (Charles F. Knight) VERNON R. LOUCKS, JR.* Director May 3, 2007 (Vernon R. Loucks, Jr.) VILMA S. MARTINEZ* Director May 3, 2007 (Vilma S. Martinez) WILLIAM PORTER PAYNE* Director May 3, 2007 (William Porter Payne) JOYCE M. ROCHE'* Director May 3, 2007 (Joyce M. Roche') HENRY HUGH SHELTON* Director May 3, 2007 (Henry Hugh Shelton) PATRICK T. STOKES* Director May 3, 2007 (Patrick T. Stokes) ANDREW C. TAYLOR* Director May 3, 2007 (Andrew C. Taylor) ______________________ Director May 3, 2007 (Douglas A. Warner III) EDWARD E/ WHITACRE, JR.* Director May 3, 2007 (Edward E. Whitacre, Jr.) * By: /S/ JOBETH G. BROWN JoBeth G. Brown Attorney-in-Fact EXHIBIT INDEX Exhibit 24.1 Power of Attorney executed by certain directors and officers of the Registrant.