Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PAYNE WILLIAM PORTER
  2. Issuer Name and Ticker or Trading Symbol
ANHEUSER-BUSCH COMPANIES, INC. [BUD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
GLEACHER PARTNERS, LLC, 3050 PEACHTREE RD., NW, STE. 475
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008
(Street)

ATLANTA, GA 30326
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ($1 par value) 11/18/2008 11/18/2008 D   6,242 (1) (2) D $ 70 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 35.6094 11/18/2008 11/18/2008 D     4,000   (3)   (3) Common Stock 4,000 $ 34.3906 (3) 0 D  
Stock Options $ 35.2032 11/18/2008 11/18/2008 D     4,000   (3)   (3) Common Stock 4,000 $ 34.7968 (3) 0 D  
Stock Options $ 40.17 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 29.83 (3) 0 D  
Stock Options $ 53.515 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 16.485 (3) 0 D  
Stock Options $ 49.59 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 20.41 (3) 0 D  
Stock Options $ 51.2 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 18.8 (3) 0 D  
Stock Options $ 47.32 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 22.68 (3) 0 D  
Stock Options $ 44.85 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 25.15 (3) 0 D  
Stock Options $ 49.435 11/18/2008 11/18/2008 D     5,000   (3)   (3) Common Stock 5,000 $ 20.565 (3) 0 D  
Phantom Stock Units (4) 11/18/2008 11/18/2008 A(5)   178     (5)   (5) Common Stock 4,868 $ 70 0 D  
Phantom Stock Units (4) 11/18/2008 11/18/2008 D     4,868   (6)   (6) Common Stock 4,868 $ 70 (6) 0 D  
Deferred Stock Units (4) 11/18/2008 11/18/2008 D     2,440   (7)   (7) Common Stock 2,440 $ 70 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAYNE WILLIAM PORTER
GLEACHER PARTNERS, LLC
3050 PEACHTREE RD., NW, STE. 475
ATLANTA, GA 30326
  X      

Signatures

 Laura H. Reeves, Attorney-in-Fact for William Porter Payne   11/19/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes shares held in an automatic dividend reinvestment plan.
(2) Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, these shares were cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares and (b) the per share merger consideration of $70.00.
(3) Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, each outstanding unexercised option, whether vested or unvested, was cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying such option and (b) the excess of the per share merger consideration of $70.00 over the per share exercise price of such option, less any applicable tax withholding.
(4) This security converts to Common Stock on a 1-for-1 basis.
(5) Phantom Stock Units acquired pursuant to the Anheuser-Busch Companies Inc. Deferred Compensation Plan for Non-Employee Directors. Payable in cash triggered by the earliest of the following: (1) the date specified by the reporting person, payable in either a lump sum or equal quarterly installments over a period not to exceed ten (10) years as selected by the reporting person; (2) death, payable in a lump sum; or (3) a Change of Control, payable in a lump sum.
(6) Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, all Phantom Stock Units, each of which represents the value of one actual share of Common Stock and have no exercise feature or expiration date, were cancelled at the effective time of the merger for cash equal to the product of (a) the number of shares underlying the Phantom Stock Units and (b) the per share merger consideration of $70.00, less any applicable tax withholding.
(7) Pursuant to the Agreement and Plan of Merger by and among the Company, InBev N.V/S.A. and Pestalozzi Acquisition Corp. dated July 13, 2008, these Deferred Stock Units, each of which represents the value of one actual share of Common Stock and have no exercise feature or expiration date, were cancelled at the effective time of the merger in exchange for cash equal to the product of (a) the number of shares underlying the Deferred Stock Units and (b) the per share merger consideration of $70.00, less any applicable tax withholding.

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