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                    FOURTH AMENDMENT TO THE ANHEUSER-BUSCH
                DEFERRED INCOME STOCK PURCHASE & SAVINGS PLAN
               AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996


Effective as of April 1, 1996, Anheuser-Busch Companies, Inc. (the "Company")
amended and restated the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan ("the Plan") and has subsequently amended the Plan three times.
The Company reserved the right to further amend the Plan from time to time
and hereby amends the Plan effective April 1, 1999 unless expressly noted
otherwise as follows:

1.   Effective July 1, 1999, Section 2.17 is amended to read as follows:

     2.17  "Employee".  An individual classified as a direct employee on the
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           books and records of a Participating Employer and employed in any
           capacity other than

           (a)   A person employed outside the United States or Puerto Rico,
                 except that persons who are employed outside the United
                 States whose Base Pay is paid through the United States
                 salaried payroll shall be considered "Employees" unless
                 excluded from participation in the Plan by individual
                 agreement, requirements of law or practical impediment as
                 determined by the Committee.

           (b)   A person employed in a branch operation of Wholesaler Equity
                 Development Corporation; or

           (c)   A person employed by a Participating Employer to replace
                 a collective bargaining unit employee during a work
                 stoppage, even if such person was a former Employee or
                 Participant.

           An individual who is not classified as a direct employee on the
           books and records of a Participating Employer, but who for some
           other purpose is found or deemed to be an employee, shall not be
           an "Employee" for purposes of this Plan notwithstanding such
           finding or determination.

2.   Section 2.26 is amended effective October 1, 1998, by adding a
     subsection (j) as follows:

     (j)  In determining the Hours of Service of any individual employed by
          Anheuser-Busch, Inc. as of October 1, 1998, hours of service with M&R
          Advertising Warehouse, Inc. shall be considered Hours of Service in
          accordance with this Section.  This provision shall be effective for
          purposes of both Article III and Article XI.


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3.   Sections 6.1, 6.2 and 6.3 of the Plan are amended to read in their
     entirety as follows:

     6.1   Required Contributions.  (a)  Each Participating Employer shall
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           contribute, as its share of Company Matching Contributions, for
           each Plan Year (or portion thereof) of its participation in this
           Plan, either directly or indirectly by way of (i) release of
           available Unallocated Shares having an equivalent value, or (ii)
           the access or use of any funds held in the ESOP Loan Payment
           Accumulation Account, the "formula amount", less the aggregate
           amount of forfeitures attributable to Participants employed by it.
           The "formula amount" is that amount determined by multiplying (i)
           the total amount of matched Personal Contributions actually
           deferred or withheld during such period from the Base Pay of all
           Participants employed by such Participating Employer, by (ii) the
           contribution rate in effect for such period.

           (b)   Each Participating Employer shall also contribute, directly
                 or indirectly by way of (i) release of available Unallocated
                 Shares having an equivalent value, or (ii) the access or use
                 of any funds held in the ESOP Loan Payment Accumulation
                 Account, for each Plan Year (or portion thereof) of its
                 participation in this Plan, its proportionate share of any
                 Supplemental Contribution for any Plan Year.  Supplemental
                 Contributions shall be determined by the Committee under
                 Section 6.3.  Supplemental Contributions shall equal the
                 greater of the Adjusted Tentative Supplement Contribution or
                 the value of all shares required to be, but not yet released
                 from this Plan's ESOP Loan Suspense Account for a Plan Year.
                 Section 6.3 describes the method for calculating the
                 Supplemental Contribution.

           (c)   If so directed by the Company from time to time, each
                 Participating Employer shall also contribute for each Plan
                 Year (or portion thereof) of its participation in this Plan,
                 either directly or indirectly by access or use of any funds
                 held in the ESOP Loan Payment Accumulation Account, its
                 proportionate share of the amount, if any, by which
                 dividends transferred to the ESOP Loan Payment Accumulation
                 Account for such year exceeds the value of Shares available
                 for release from the ESOP Loan Suspense Account in
                 connection with such transfer.

           (d)   If so directed by the Company from time to time, each
                 Participating Employer shall make its proportionate share of
                 any additional contributions determined by the Company, in
                 its absolute discretion.

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           (e)   For purposes of Sections 6.1 and 6.3, the value of such
                 Shares released from the ESOP Loan Suspense Account shall be
                 the Closing Price on the last trading day prior to the date
                 of release or such other date as may be determined by the
                 Committee for this purpose.

     6.2   Contribution Rate for Company Matching Contributions.  The
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           contribution rate for Company Matching Contributions is a decimal
           fraction, expressed to two places, determined by the Committee
           prior to the beginning of each Plan Year, which shall not change
           during a Plan Year.  Such contribution rate shall be established
           by adding .10 to the quotient resulting from dividing (a) by (b)
           where (a) is the Income from Continuing Operations as shown in the
           Consolidated Statement of Income in the Company's annual report
           for the Company Year most recently ended, and (b) is the
           "Employee-Related Costs" taken from "Management's Discussion and
           Analysis of Operations and Financial Condition" in the Company's
           annual report for such Company Year, but shall never be less than
           .3333 nor more than 1.0.

     6.3   Determination of Supplemental Contribution.  (a) As soon as
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           practicable on or after the last Processing Period of each Plan
           Year, the Committee shall determine the amount of the Supplemental
           Contribution, if any, for such Plan Year.  The Supplemental
           Contribution for this Plan shall be an amount equal to the greater
           of (a) or (b) where (a) is the Adjusted Tentative Supplemental
           Contribution and (b) is the value of all shares required to be,
           but not yet released from the ESOP Loan Suspense Account for the
           Plan Year.  Such value shall be determined using the Closing Price
           as of the last trading day of the last Processing Period of the
           Plan Year.

           The Tentative Supplemental Contribution shall be computed as
           follows: first, the average Closing Price of Shares released from
           the ESOP Loan Suspense Account for the Plan Year for this Plan and
           each Related Plan shall be determined.  Second, the ESOP Share
           Cost of such released Shares shall be increased by (i) five
           percent (5%) for the first Plan Year, and (ii) ten percent (10%)
           compounded annually for each full Plan Year which has elapsed
           since the ESOP Loan proceeds were received by the Trustee, or for
           any Plan Year, such other percentage as may be determined by the
           Committee from time to time.  (For partial years, a proportional
           part of the applicable percentage increase shall be used based on
           the number of full months in the Plan Year during which the ESOP
           Loan is outstanding).  The ESOP Share Cost so increased shall be
           referred to as the Hurdle ESOP Share Price for such Plan Year.  If
           the average Closing Price of the shares released from the ESOP
           Loan Suspense Account for the Plan Year is equal to or less than
           the Hurdle ESOP Share Price for the Plan Year, there shall be no
           Tentative

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           Supplemental Contribution for such Year.  If such average Closing
           Price is greater than the Hurdle ESOP Share Price for the Plan
           Year, the difference shall be computed and multiplied by the
           number of Shares actually released from the ESOP Loan Suspense
           Account for this Plan and each Related Plan during the Plan Year.
           The figure so obtained shall be apportioned among this plan and
           the Related Plans based on the ratio that the aggregate formula
           amount (as defined in Section 6.1(a)) of each plan attributable to
           those Participants eligible to have a Supplemental Contribution
           allocated to their Accounts for such Plan Year bears to the
           combined aggregate formula amount of all plans attributable to
           those Participants eligible to have a Supplemental Contribution
           allocated to their Accounts for such Plan Year, and the portion
           allocated to this Plan shall be this Plan's Tentative Supplemental
           Contribution for the Plan Year.  If there is more than one ESOP
           Loan outstanding for any Plan Year, the Tentative Supplemental
           Contribution shall be the sum of the amounts computed under this
           Section with respect to the Shares in the separate ESOP Loan
           Suspense Accounts.  This Plan's Tentative Supplemental
           Contribution shall then be reduced by the amount of this Plan's
           "Carryover Amount", if any, for the Plan Year.  The resulting
           amount shall be this Plan's Adjusted Tentative Supplemental
           Contribution.

           (b)   For purposes of this Section, the "Carryover Amount" shall
                 be equal to the excess, if any, of (i) the total
                 Supplemental Contributions of this Plan for all prior Plan
                 Years (without regard to forfeitures) over (ii) the total
                 Tentative Supplemental Contributions of this Plan for all
                 prior Plan Years (without regard to forfeitures).

           (c)   For purposes of this Section, the "ESOP Share Cost" shall
                 be the average price at which the Trustee acquires Shares
                 with the proceeds of an ESOP Loan.  For each ESOP Loan
                 entered into by the Trustee there shall be a separate ESOP
                 Share Cost which shall be uniform for each Share acquired
                 with the proceeds of such loan.

4.   Section 6.5 of the Plan is amended to read in its entirety as follows:

     6.5.  Allocation to Participants' Accounts.  (a)  Company Matching
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           Contributions shall be allocated to the Accounts of Participants
           as of the end of each Processing Period in accordance with the
           contribution rate in effect for the Plan Year in which such
           Processing Period falls.  Thus, if the contribution rate for a
           Plan Year is .3500, each Participant shall have allocated to such
           Participant's Account from the Company Matching Contributions for
           any Processing Period of such Plan Year an amount equal to
           thirty-five percent of such Participant's matched Personal
           Contributions actually withheld during such Processing Period.

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           (b)   Supplemental Contributions for each Participant shall be
                 determined as of the end of the last Processing Period of
                 each Plan Year in accordance with the ratio that the sum of
                 the individual Participant's Company Matching Contributions
                 allocated (and not then forfeited) for such Plan Year bears
                 to the total Company Matching Contributions allocated (and
                 not then forfeited) for such Plan Year.  In order to receive
                 a Supplemental Contribution allocation for a Plan Year, a
                 Participant (or the Participant's Beneficiary) must have an
                 existing Account balance in the Plan as of the last day of
                 the last Processing Period of such Plan Year.  Supplemental
                 Contributions shall be allocated to eligible Participant
                 Accounts when the contributions are delivered to the Trustee
                 in accordance with Section 6.4.  Notwithstanding anything to
                 the contrary in this Plan, no Supplemental Contribution
                 shall be allocated to the Account of an alternate payee
                 under a qualified domestic relations order (as described in
                 Section 414(p) of the Code) unless otherwise specifically
                 required under such order.

5.   Section 8.4 of the Plan is amended to read in its entirety as follows:

     8.4   Release from ESOP Loan Suspense Account.  Each year a number of
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           Shares shall be released from the ESOP Loan Suspense Account.
           Such number shall be determined as follows:  the number of Shares
           held in the ESOP Loan Suspense Account at the beginning of the
           applicable Plan Year shall be multiplied by a fraction, the
           numerator of which shall be the amount of principal and interest
           due under the loan amortization payment schedule for the current
           Plan Year, and the denominator shall be the numerator plus the
           principal and interest to be paid on the loan amortization payment
           schedule for all future Plan Years.  Unless otherwise determined
           by the Committee, a substantially equal number of Shares shall be
           released from the ESOP Loan Suspense Account for each calendar
           quarter during the Plan Year.  Such Shares shall be deemed
           acquired by the Company Stock Fund at the Closing Price on the
           last trading day prior to the date of release or such other date
           as may be determined by the Committee for this purpose.  In
           connection with such releases, it is intended that the Trustee
           will transfer funds to the ESOP Loan Payment Accumulation Account
           for each Processing Period equal to the total value of Shares
           released from the ESOP Loan Suspense Account for such Processing
           Period but only to the extent necessary to accumulate sufficient
           funds for ESOP loan repayment, unless otherwise determined by the
           Committee.  Such transferred funds shall represent Company
           Contributions, Personal Contributions and dividends that are
           required to be invested in the Company Stock Fund and allocated to
           the Accounts of Participants.

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6.   Section 15.1 of the Plan is amended by deleting subsection (k) and
     renaming the remaining subsections (k), (l) and (m).

IN WITNESS WHEREOF, the Company has executed this Amendment effective as
stated herein.

                                    Anheuser-Busch Companies, Inc.

                                    By:  /s/ William L. Rammes
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                                             William L. Rammes
                                             Vice-President-Human Resources




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