##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F/A

(Amendment No. 1)

(Mark One)

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended 31 December 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------





Anheuser-Busch InBev SA/NV

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrants name into English)

Belgium

(Jurisdiction of incorporation or organization)

Brouwerijplein 1,

3000 Leuven, Belgium

(Address of principal executive offices)

Sabine Chalmers

Chief Legal and Corporate Affairs Officer

Brouwerijplein 1, 3000 Leuven

Belgium

Telephone No.: + 32 16 27 61 11

Fax No.: + 32 16 50 61 11

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                                                       |  |                                          
|-------------------------------------------------------------------------------------- |  | -----------------------------------------
|Title of each class                                                                    |  | Name of each exchange on which registered
|Ordinary shares without nominal value                                                  |  | New York Stock Exchange*                 
|American Depositary Shares, each representing one ordinary share without nominal value |  | New York Stock Exchange                  
|Floating Rate Notes due 2014                                                           |  | New York Stock Exchange                  
|1.500% Notes due 2014                                                                  |  | New York Stock Exchange                  
|9.750% Notes due 2015                                                                  |  | New York Stock Exchange                  
|2.875% Notes due 2016                                                                  |  | New York Stock Exchange                  
|4.375% Notes due 2021                                                                  |  | New York Stock Exchange                  
|Floating Rate Notes due 2014                                                           |  | New York Stock Exchange                  



|* | Not for trading, but in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period
covered by the annual report.    1,605,183,954 ordinary shares

Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    x  Yes     ̈  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.     ̈  Yes    x  No

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).*     ̈  Yes    x  No

|* | This requirement does not apply to the registrant until its fiscal year ending 31 December 2011.
|- | ------------------------------------------------------------------------------------------------

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                             |  |                        |  |                           
|---------------------------- |  | ---------------------- |  | --------------------------
|Large accelerated filer    x |  | Accelerated filer     ̈ |  | Non-accelerated filer     ̈

Indicate by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:



|               |  |                                                                                                            |  |           
|-------------- |  | ---------------------------------------------------------------------------------------------------------- |  | ----------
|U.S. GAAP     ̈ |  | International Financial Reporting Standards as issued by the International Accounting
Standards Board    x |  | Other     ̈

If Other has been checked in response to the previous question, indicate by check mark which
financial statement item the registrant has elected to follow.
    x  N/A     ̈  Item 17    
 ̈  Item 18

If this is an annual report, indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).     ̈  Yes    x  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or

15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.    x  N/A     ̈  Yes    
 ̈  No











---

##### Table of Contents

TABLE OF CONTENTS



|                     |  |     
|-------------------- |  | ----
|                     |  | Page
|EXPLANATORY NOTE     |  | i   
|ITEM 19.    EXHIBITS |  | 1   



---

##### Table of Contents

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the Form 20-F/A) amends our annual report on Form 20-F for the fiscal year ended
31 December 2010, which was originally filed with the U.S. Securities and Exchange Commission on April 13, 2011 (the Form 20-F). The purpose of this Form 20-F/A is to amend the Form 20-F to update the Section 302
certifications of our CEO and CFO to include the internal control over financial reporting language which we were allowed to exclude in our first annual report as an SEC registered company for the fiscal year ended 31 December 2009.



i



---

##### Table of Contents

|         |  |                                                                                                     
|-------- |  | ----------------------------------------------------------------------------------------------------
|ITEM 19. |  | EXHIBITS                                                                                            
|         | 
|12.1     |  | Principal Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|         | 
|12.2     |  | Principal Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



1



---

##### Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this 20-F/A on its behalf.



|                      |  |  |  |                                         |  |                                          
|--------------------- |  |  |  | --------------------------------------- |  | -----------------------------------------
|                      |  |  |  | Anheuser-Busch InBev SA/NV
(Registrant)
|                      |  |  | 
|Date: 20 October 2011 |  |  |  | By:                                     |  | /s/ Sabine Chalmers                      
|                      |  |  |  | Name:                                   |  | Sabine Chalmers                          
|                      |  |  |  | Title:                                  |  | Chief Legal and Corporate Affairs Officer