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                        ANHEUSER-BUSCH COMPANIES, INC.
            NON-EMPLOYEE DIRECTOR ELECTIVE STOCK ACQUISITION PLAN
            -----------------------------------------------------
                 (AMENDED AND RESTATED AS OF MARCH 1, 2000)


1.   Definitions
     -----------

     (a)  "Advisory Director" -  any person designated as an advisory member
of the Board who is not an employee of the Company or of any Subsidiary.

     (b)  "Annual Meeting" - the Company's annual meeting of Stockholders in
any year.

     (c)  "Board" - the Board of Directors of the Company.

     (d)   "Change of Control Date" - The date, if any, when an "Acceleration
Date" occurs as defined in the Company's 1998 Incentive Stock Plan or an
analogous change of control event occurs as defined in any successor to such
plan.

     (e)  "Company" - Anheuser-Busch Companies, Inc.

     (f)  "Director Shares" - Shares granted pursuant to Section 6.

     (g)  "Issue Date" - (i)  with respect to each person who continues to be
a Non-Employee Director as of December 31 in any year, the "Issue Date" shall
be the first business day of the following calendar year, and (ii)  with
respect to each person who is newly elected or appointed as a Non-Employee
Director, the "Issue Date" in the calendar year of appointment shall be the
first business day following the date of such election or appointment.

     (h)  "Non-Employee Director" - any duly elected or appointed member of
the Board who is not an employee of the Company or of any Subsidiary and any
Advisory Director.

     (i)  "Plan" - the Anheuser-Busch Companies, Inc. Non-Employee Director
Elective Stock Acquisition Plan.

     (j)  "Retainer" - the annual retainer fee (exclusive of fees for
attending meetings of the Board or committees thereof, fees for meetings
dispensed with, committee chairmanship fees and any other fees as in effect
from time to time) which becomes payable to a Non-Employee Director for the
following calendar year.

     (k)  "Secretary" - the duly elected Secretary of the Company.


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     (l)  "Share" - a share of the Company's Common Stock which was
reacquired by the Company and is held in treasury.

     (m)  "Subsidiary" - an entity of which the Company (directly or through
one or more Subsidiaries) is the beneficial owner of more than 50% of the
entity's outstanding voting securities (measured on the basis of voting
power).


2.   Administration
     --------------

     The Plan shall be administered by the Secretary who shall have the
authority to construe and interpret the Plan, and to establish or adopt
rules, regulations and forms relating to the administration of the Plan.  The
Secretary shall have no authority to add to, delete from or modify the terms
of the Plan, as the Plan shall be nondiscretionary as to the eligibility of
participants and the timing and amounts of the grants.  Neither the Secretary
nor any member of the Board shall be liable for any act or determination made
in good faith.


3.   Purpose
     -------

     The Plan is intended to assist in attracting, retaining and motivating
Non-Employee Directors of outstanding ability and to promote identification
of their interests with those of the stockholders of the Company.


4.   Eligibility
     -----------

     Subject to Section 12, all Non-Employee Directors shall be eligible.


5.   Shares Subject to the Plan
     --------------------------

     The maximum number of Shares that may be issued under the Plan is
50,000.


6.   Director Shares
     ---------------

     (a)  On or prior to the last day of the calendar year each year until no
Shares remain available under the Plan, each person who is then a
Non-Employee Director may make an election to receive up to 100% of his or her
Retainer in Shares in lieu of cash.  The election shall be in writing on a
form prescribed by the Company, shall specify the percentage of the Retainer
to be paid in Shares, and shall be irrevocable.

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Notwithstanding the foregoing, any Advisory Director whose term in such
position is scheduled to expire at the next Annual Meeting may make the
election under this Section 6(a) only with respect to the portion of the
Retainer which is payable for the period ending on the date of such Annual
Meeting.  Any Non-Employee Director who is newly elected or appointed as such
may make the election under this Section 6(a) upon the date of his or her
election or appointment as a Non-Employee Director with respect to the portion
of the Retainer which is payable for the remainder of the calendar year.

     (b)  The percentage of the Retainer to be paid in Shares shall not be
paid in cash, but in lieu thereof shall be paid by the transfer of such
Shares to such Non-Employee Director.   On each Issue Date, each Non-Employee
Director  who has elected to receive a percentage of the Retainer in Shares
pursuant to the terms of this section shall automatically and without
necessity of any action by the Company, be entitled to receive Shares for
such percentage of the Retainer pursuant to the terms and conditions of the
Plan.  For purposes of the Plan, the number of Shares shall be determined by
dividing (A) the amount of the Retainer to be paid in Shares by (B) the mean
of the high and low sale prices per share of the Company's Common Stock on
the New York Stock Exchange on the Issue Date (provided that, if the Issue
Date is not a trading day on the New York Stock Exchange, then on the
preceding such trading day), rounding to the nearest whole number.  If on any
Issue Date the number of Director Shares otherwise issuable to the
Non-Employee Directors shall exceed the number of Shares then remaining
available under the Plan, the available Shares shall be allocated among the
Non-Employee Directors in proportion to the number of Shares they would
otherwise be entitled to receive, and the remainder of the Retainer shall be
payable in cash.


7.   Capital Adjustments
     -------------------

     The maximum number of Shares subject to the Plan pursuant to Section 5
shall be proportionately adjusted to reflect any dividend or other
distribution on the Company's outstanding Common Stock payable in shares of
the Company's Common Stock or any split or consolidation of the outstanding
shares of the Company's Common Stock.  If the Company's outstanding Common
Stock shall, in whole or in part, be changed into or exchangeable for a
different class or classes of securities of the Corporation or securities of
another corporation, whether through recapitalization, merger, consolidation,
reorganization or otherwise, then (subject to the powers of the Board to
amend the Plan in whole or in part as provided in Section 14(a)) the Director
Shares which each Non-Employee Director is entitled to receive on any Issue
Date pursuant to Section 6 shall thereafter be paid in the class, or
proportionately in the classes, of securities into which the outstanding
shares of the Company's Common Stock shall have been converted or for which
they are exchangeable, and the maximum amount of securities issuable under
the Plan under Section 5 shall be the number of

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securities into or for which such number of Shares would be changed or
exchangeable.

8.   Rights as a Stockholder
     -----------------------

     Prior to the Issue Date, the Non-Employee Director shall have no rights
as a Stockholder with respect to Director Shares to be issued for the
Retainer.

9.   Vesting
     -------

     Director Shares shall be fully vested on the Issue Date notwithstanding
any subsequent cessation of the status of the participant as a Non-Employee
Director prior to the completion of the year of service for which the
Retainer was payable.

10.  Issuance of Certificates, Payment of Cash Retainers and Withholding
     -------------------------------------------------------------------

     (a)  As promptly as practicable following each Issue Date, the Company
shall issue stock certificates registered in the name of each Non-Employee
Director entitled to receive the Director Shares representing the number of
Director Shares determined pursuant to Section 6, and shall deliver such
certificates to the Non-Employee Director or his or her beneficiary.

     (b)  The portion of the Retainer not paid in Director Shares shall be
payable in cash pursuant to the policies of the Company as in effect from
time to time.

     (c)  The Company may make such provisions as it may deem appropriate for
the withholding of any federal, state or local taxes which the Company
determines it is required to withhold.

11.  Relationship to Other Compensation Plans
     ----------------------------------------

     To the extent Non-Employee Directors elect to receive Director Shares
under the Plan, they shall not be permitted to defer the receipt thereof
under any existing deferred compensation plans or any other such plan which
the Board may adopt from time to time.

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12.  Legal Restrictions on Participation
     -----------------------------------

     Notwithstanding any provision herein to the contrary, in the event that
in the opinion of legal counsel to the Company it may be unlawful or create
any regulatory issue for the Company for any Non-Employee Director (due to
his or her affiliation or association with any other company or business, or
other reason) to own Shares, then such Non-Employee Director may not
participate in the Plan.

13.  Compliance with the Securities Act of 1933
     ------------------------------------------

     The Company has no obligation to register the Director Shares under the
Securities Act of 1933.  Each recipient of Director Shares by accepting such
Shares acknowledges that he or she is acquiring the Shares for investment and
not with a view to distribution and in addition to any other restriction on
transfer provided hereunder, the Director Shares may not be transferred
except pursuant to the requirements of Rule 144 including the holding period
thereunder, other available exemption from registration, or an effective
registration statement.


14.  Miscellaneous
     -------------

     (a)  The Board may amend this Plan at any time provided, however, that
(i) any amendment shall not affect the rights of participants or
beneficiaries to Director Shares which have been transferred to them, (ii)
the Plan may not be amended more than once in every six months or otherwise
to the extent that such amendment would have the effect of disqualifying the
participants from administering any other stock plan of the Company for
purposes of complying with the terms of Rule 16b-3 under the Securities
Exchange Act of 1934 (or any successor rule), and (iii) on or following the
Change of Control Date, the Plan may not be amended to affect the rights of
any participants.

     (b)  No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void.  The rights or interests under the Plan are
not subject to the claims of creditors provided, however, that the Company
may apply any Director Shares held in its custody or withhold the transfer
thereof, to satisfy, in whole or in part, any indebtedness of a participant
to the Company.

     (c)  Construction of the Plan shall be governed by the laws of Delaware.

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     (d)  The terms of the Plan shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of all
parties in interest.

     (e)  The headings have been inserted for convenience only and shall not
affect the meaning or interpretation of the Plan.

     (f)  Each participant shall submit to the Secretary, his or her current
mailing address.  It shall be the duty of each participant to notify the
Secretary of any change of address.  In the absence of such notice, the
Secretary shall be entitled for all purposes to rely on the last address of
the participant in the Company's records.

     (g)  Any Director Shares to be delivered to or for the benefit of a
minor, an incompetent person or other person incapable of receipting therefor
shall be deemed delivered when delivered to such person's guardian or to the
party providing or reasonably appearing to provide for the care of such
person, and such delivery shall fully discharge the Company and the Board
with respect thereto.

     (h)  Nothing in this Plan or any amendment thereto shall give a
participant, or any beneficiary of a participant, a right not specifically
provided therein.  Nothing in this Plan or any amendment thereto shall be
construed as giving a participant the right to be retained as a member of the
Board or otherwise in service to the Company.

     (i)  The Plan became effective commencing January 1, 1996; this
amendment and restatement of the Plan shall become effective commencing March
1, 2000.

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