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                                                        Exhibit 10.4
                      ANHEUSER-BUSCH COMPANIES, INC.
                         1989 INCENTIVE STOCK PLAN

           (AS AMENDED DECEMBER 20, 1989, DECEMBER 19, 1990,
   DECEMBER 15, 1993, DECEMBER 20, 1995, AND NOVEMBER 26, 1997)

SECTION 1. PURPOSE.

    The purpose of the Plan is to attract, retain, motivate and reward
employees of the Company, its Subsidiaries and Affiliates with compensatory
arrangements that involve Options and SARs.

SECTION 2. DEFINITIONS.

   (a) "Act" means the Securities Exchange Act of 1934, as amended from
time to time.
   (b) "Affiliate" means any entity in which the Company has a substantial
direct or indirect equity interest (other than a Subsidiary), as determined
by the Committee.
   (c) "Board" means the Board of Directors of the Company.
   (d) "Code" means the Internal Revenue Code as in effect from time to
time.
   (e) "Committee" means the Stock Option Committee described in Section 12
hereof.
   (f) "Company" means Anheuser-Busch Companies, Inc. and its successors.
   (g) "Disability" means the condition of being "disabled" within the
meaning of Section 422(c)(6) of the Code or any successor provision.
   (h) "Eligible Employee" means a person who is eligible to receive an
option under Section 4 of the Plan.
   (i) "Employer" means the Company, the Subsidiary, or the Affiliate which
employs the Optionee.
   (j) "Fair Market Value" of Stock on a given date means (i) the average
of the highest and lowest selling prices per share of Stock reported on the
New York Stock Exchange Composite Tape or similar facility for such date,
(ii) if Stock is not listed on the New York Stock Exchange, the average of
the highest and lowest selling prices per share of Stock as reported for
such date on the principal stock exchange in the U.S. on which Stock is
listed (as determined by the Committee), or (iii) if neither of the
preceding clauses is applicable, the value per share determined by the
Committee in a manner consistent with the Treasury Regulations under
Section 2031 of the Internal Revenue Code.  If no sale of Stock occurs on
such date, but there were sales reported within a reasonable period both
before and after such date, the weighted average of the means between the
highest and lowest selling prices on the nearest date before and the
nearest date after such date shall be used, with the average to be weighted
inversely by the respective numbers of trading days between the selling
dates and such date.












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   (k) "ISO" or "Incentive Stock Option" means an option to purchase Stock
which is designated by the Committee as an  "Incentive Stock Option" and
which qualifies as an "incentive stock option" under Section 422 (or any
successor provision) of the Code.
   (l) "Limited Right" has the meaning given in Section 7.
   (m) "NQSO" or "Non-Qualified Stock Option" means an option to purchase
Stock which is designated by the Committee as a  "Non-Qualified Stock
Option," or which is designated by the Committee as an ISO but which fails
or ceases to qualify as an  "incentive stock option" under the Code.
   (n) "Option" means an ISO or an NQSO.
   (o) "Option Agreement" means the written agreement referred to in
Section 5(a) between the Company and the Optionee evidencing an Option or
SAR.
   (p) "Optionee" means a person to whom an Option or SAR is granted
pursuant to the Plan.
   (q) "Plan" means the Anheuser-Busch Companies, Inc. 1989 Incentive Stock
Plan, as amended from time to time.
   (r) "Reporting Person," as of a given date, means an Optionee who would
be required to report a purchase or sale of Stock occurring on such date to
the Securities and Exchange Commission pursuant to Section 16(a) of the Act
and the rules and regulations thereunder.
   (s) "Rule 16b-3" means Rule 16b-3 (as amended from time to time)
promulgated by the Securities and Exchange Commission under the Act, and
any successor thereto, as in effect as to the Plan.      (t) "SAR" means a
stock appreciation right, which is the right to receive cash, Stock, or
other property having a value on the date the SAR is exercised equal to (i)
the excess of the Fair Market Value of one share of Stock on the exercise
date over (ii) the base price of the SAR.  The term "SAR" does not include
a Limited Right.
   (u) "Stock" means shares of the common stock of the Company, par value
$1.00 per share, or such other class or kind of shares or other securities
as may be applicable under Section 10.
   (v) "Subsidiary" means a "subsidiary corporation" of the Company as
defined in Section 424 (or any successor provision) of the Code.
   (w) "Withholding Taxes" means, in connection with an Option or SAR
(including without limitation the receipt of Stock pursuant to the exercise
of an NQSO or SAR or the disposition of ISO shares), (a) the total amount
of Federal and state income taxes, social security taxes and other taxes
which the Employer of the Optionee is required to withhold ("Required
Withholding Taxes") plus (b) any other such taxes which the Employer, in
its sole discretion, withholds at the request of the Optionee.

SECTION 3.  MAXIMUM SHARES.

    (a) The maximum number of shares of Stock which may be issued to
Eligible Employees pursuant to Options and SARs under the Plan shall be
44,000,000 shares, subject to adjustment as provided in Section 10.  For
this purpose:




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    (i)   Only shares actually issued pursuant to the grant or
  exercise of an Option or SAR shall be counted against the Plan
  maximum.
    (ii)  Except to the extent prohibited by Rule 16b-3,  Shares
  which are forfeited by an Optionee after issuance shall be
  deemed to have never been issued under the Plan and accordingly
  shall not be counted against the Plan maximum.
    (iii) The number of shares available for the grant of new
  Options and SARs at any particular time shall be (A) the
  maximum number of shares specified above (as adjusted), minus
  (B) the sum of the number of shares issued under the Plan prior
  to that time and the number of shares issuable upon exercise of
  Options and SARs outstanding at that time.

In its discretion, the Company may issue treasury shares or authorized but
previously unissued shares.

    (b) Notwithstanding paragraph (a) above, the maximum number of shares
for which ISOs may be granted under the Plan shall be 44,000,000 shares,
subject to adjustment as provided in Section 10, regardless of the fact
that a lesser number of shares is issued pursuant to the exercise of ISOs.
    (c) Shares issued under other plans of the Company shall not be counted
against the Plan maximum.
    (d) Notwithstanding any other provisions of this Plan, the maximum
number of options that may be granted to any Eligible Employee during any
calendar year shall be 500,000, subject to adjustment as provided in
Section 10.

SECTION 4.  ELIGIBILITY.

     Officers and management employees of the Company, Subsidiaries or
Affiliates shall be eligible to receive Options and SARs under the Plan.  A
Director of the Company or a Subsidiary or an Affiliate shall be eligible
only if he or she also is an officer or employee of the Company, a
Subsidiary or an Affiliate.  Notwithstanding the foregoing, persons
employed only by Affiliates shall not be eligible to receive ISOs.

SECTION 5.  OPTION AND SAR GRANTS.

    (a) Subject to the limitations in this Plan, the Committee may cause
the Company to grant Options and/or SARs to such Eligible Employees, at
such times, in such amounts, for such periods, becoming exercisable at such
times, with such option prices or base prices, and subject to such other
terms, conditions, and restrictions as the Committee deems appropriate.
Each Option or SAR shall be evidenced by a written Option Agreement between
the Company and the Optionee.  In granting an Option or SAR, the Committee
may take into account any factor it deems appropriate and consistent with
the purpose of the Plan.  Options and/or SARs may be granted as additional
compensation to the Optionee, or in lieu of other compensation.  The
Committee may delegate to officers of the Company from time to time the
authority to determine the sizes, dates, and other terms and conditions of
Options and/or SARs granted hereunder, provided that (i) the Committee may
impose such limitations and conditions upon any such delegated authority as
it deems appropriate, and (ii) the Committee may not delegate any such
authority with respect to Options or SARs granted to a Reporting Person.


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    (b) Options and SARs may be granted separately or as alternatives to
each other, except that (i) Options and SARs shall be granted as
alternatives to each other only if the option prices and the base prices
are equal, (ii) Limited Rights shall not be granted separately, and shall
be granted only as alternatives to Options and/or SARs, (iii) SARs and/or
Limited Rights which are alternatives to ISOs may be granted only at the
same time the ISO is granted, and (iv) SARs which are alternatives to
Options, and Limited Rights which are alternatives to Options or SARs,
shall expire or erminate at the same time as the Option or SARs to which
they are alternatives.
    (c) All or any portion of any payment to an Optionee whether in cash or
shares of Stock, may be deferred to a later date if and as provided in the
Option Agreement.  Deferrals may be for such periods and upon such terms
and conditions (including the provision of interest, dividend equivalents,
or other return on such amounts) as the Committee may determine.
    (d) Option Agreements may contain any provision approved by the
Committee, not inconsistent with Section 9, relating to the period for
exercise after termination of employment, death or Disability.
    (e) Option Agreements may, in the discretion of the Committee, contain
a provision permitting an Optionee to designate the person who may exercise
an Option or SAR upon the Optionee's death, either by Will or by
appropriate notice to the Company.
    (f) Notwithstanding any other provision of this Section 5, (i) no
Option or SAR shall contain a so-called  reload  feature under which
Options or SARs are automatically granted to Optionees upon exercise of
Options or SARs, and (ii) no Option or SAR shall be granted in exchange for
a so-called  underwater  Option or SAR which has an option price or base
price in excess of the Fair Market Value of the Stock (nor shall an
underwater Option or SAR be amended to reduce its option price or base
price).

SECTION 6.  PROVISIONS GOVERNING OPTIONS AND SARS.

    (a) If Options and SARS are alternatives to each other, the exercise of
all or part of one automatically shall cause an immediate equal and
corresponding termination of the other.
    (b) An Optionee shall have none of the rights of a shareholder with
respect to shares of Stock subject to his or her Option or SAR until shares
are issued in his or her name.
    (c) Nothing in the Plan or any Option Agreement shall confer on any
person any right or expectation to continue in the employ of his or her
Employer, or shall interfere in any manner with the absolute right of the
Employer to change or terminate such person's employment at any time for
any reason or for no reason.
    (d) The Committee may provide in Option Agreements for the
transferability of NQSOs, SARs, and Limited Rights (other than SARs and
Limited Rights which are alternatives to ISOs).  Transferability may be
subject to such conditions and limitations as the Committee deems
appropriate; provided, however, that SARs  and Limited Rights which are
alternatives to NQSOs may be transferred only in tandem with such NQSOs.
Except to the extent otherwise expressly set forth in the Option Agreement
or expressly permitted by the Committee in writing in accordance with the
foregoing, Options, SARs, and Limited Rights shall not be transferable
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee or his or

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her guardian or legal representative.  The Committee shall determine the
extent to which limitations, covenants, and other provisions in the Option
Agreements and this Plan apply or relate to the original Optionee, his or
her transferee(s), or all of them.
    (e)  Except as provided in Section 10(b), (A) the option price per
share of an Option or the base price of an SAR shall not be less than Fair
Market Value on the Option's or the SAR's grant date, nor less than the par
value of a share of Stock, except that an SAR which is an alternative to an
Option but which is granted at a later time may have a base price equal to
the option price even though the base price is less than Fair Market Value
on the date the SAR is granted.
    (f) The grant of an Option and the Option Agreement for an Option must
clearly identify the Option as either an ISO or as an NQSO.
    (g) In the case of an SAR, the Option Agreement may specify the form of
payment of SARs or may provide that the form is to be determined at a later
date, and may require the satisfaction of any rules or conditions in
connection with receiving payment in any particular form.  If the Optionee
is a Reporting Person at the time of grant or during the SAR's term and is
given an election to receive cash in full or partial settlement of an SAR,
the Committee shall have sole discretion to approve or disapprove such
election at any time after it is made.

SECTION 7.  LIMITED RIGHTS.

    (a) The Committee shall have authority to grant limited stock
appreciation rights ("Limited Rights") to the holder of any Option or SARs
granted under the Plan (the "Related Option or SAR") with respect to all or
some of the shares of Stock covered by such Related Option or SAR.  A
Limited Right may be granted either at the time of grant of the Related
Option or SAR or (except in the case of an ISO) at any time thereafter
during its term.  A Limited Right may be granted to an Optionee with
respect to Options irrespective of whether such Optionee is being granted
or has been granted an SAR.  Limited Rights shall be transferable only when
the Related Option or SAR is transferable and under the same conditions,
and shall be exercisable during the Optionee's lifetime only by the
Optionee or his or her guardian or legal representative.  If an ISO is a
Related Option to Limited Rights, the Limited Rights may be exercised only
if the Fair Market Value per share of Stock on the exercise date exceeds
the option price per share of the ISO. A Limited Right may be exercised
only during the sixty-day period beginning on an "Acceleration Date" (as
defined in Section 11(a) hereof); provided, however, that if the
Acceleration Date occurs within the six month period following the grant of
the Limited Right or the grant of the Related Option or SAR, whichever is
applicable as provided below, to a Reporting Person, then the Limited Right
will be exercisable by the Reporting Person for a period of thirty days
following expiration of such six-month period, or, if earlier, thirty days
following the Optionee's death or Disability.  Each Limited Right shall be
exercisable only if, and to the extent that, the Related Option or SAR is
exercisable (ignoring paragraph (j) below).  Notwithstanding the provisions
of the two immediately preceding sentences, no Limited Right may be
exercised by a Reporting Person until the expiration of six months from the




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date of grant of the Limited Right unless otherwise permitted by Rule 16b-3
in the case of an SAR granted prior to the grant of the Limited Right.
    (b) Upon the exercise of Limited Rights, the holder thereof shall
receive in cash whichever of the following amounts is applicable:

    (i)   in the case of an exercise of Limited Rights by reason
  of an acquisition of Stock described in Section 11(a), an
  amount equal to the Acquisition Spread (as defined in paragraph
  (d) below); or

    (ii)  in the case of an exercise of Limited Rights by reason
  of shareholder approval of an agreement described in Section
  11(a), an amount equal to the Merger Spread (as defined in
  paragraph (f) below);

    (iii) in the case of an exercise of Limited Rights by reason
  of a change in the composition of the Board of Directors as
  described in Section 11(a), an amount equal to the Board Change
  Spread (as defined in paragraph (g) below);

    (iv)  in the case of an exercise of Limited Rights by reason
  of stockholder approval of a plan of liquidation described in
  Section 11(a), an amount equal to the Liquidation Spread (as
  defined in paragraph (i) below);

provided, however, that if an ISO is a Related Option to the Limited
Rights, the cash received for each Right shall not exceed 100% of the
spread under the ISO, i.e., the difference between the option price of the
ISO and the Fair Market Value of Stock on the date the Limited Right is
exercised.
    (c) The term "Acquisition Price per Share" as used in this Section
shall mean, with respect to the exercise of any Limited Right by reason of
an acquisition of Stock described in Section 11(a), the greater of (i) the
highest price per share of Stock stated on the Schedule 13D, 14D-1 or
similar schedule (or amendment thereto) filed by the holder of 50% or more
of the Company's voting power which gives rise to the exercise of such
Limited Right, and (ii) the highest Fair Market Value per share of Stock
during the sixty-day period ending on the date the Limited Right is
exercised.
    (d) The term "Acquisition Spread" as used in this Section shall mean an
amount equal to the product computed by multiplying (i) the excess of (A)
the Acquisition Price per Share over (B) the option or base price per share
of Stock at which the Related Option or SAR is exercisable, by (ii) the
number of Limited Rights being exercised.
    (e) The term "Merger Price per Share" as used in this Section shall
mean, with respect to the exercise of any Limited Right by reason of
shareholder approval of an agreement described in Section 11(a), the
greater of (i) the fixed or formula price for the acquisition of shares of
Stock specified in such agreement if such fixed or formula price is
determinable on the date on which such Limited Right is exercised, and (ii)
the highest Fair Market Value per share of Stock during the sixty-day
period ending on the date on which such Limited Right is exercised.  Any
securities or property which are part or all of the consideration paid for
shares of Stock pursuant to such agreement shall be valued in determining
the Merger Price per share at the higher of (A) the valuation placed on
such securities or property by the corporation, person or other entity
which is a party with the Company to such agreement or (B) the valuation
placed on such securities or property by the Committee.

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    (f) The term "Merger Spread" as used in this Section shall mean an
amount equal to the product computed by multiplying (i) the excess of (A)
the Merger Price per Share over (B) the option or base price per share of
Stock at which the Related Option or SAR is exercisable, by (ii) the number
of Limited Rights being exercised.
    (g) The term "Board Change Spread" as used in this Section shall mean,
with respect to the exercise of any Limited Rights by reason of a change in
the composition of the Board described in Section 11(a), an amount equal to
the product computed by multiplying (i) the excess of (A) the highest Fair
Market Value per share of Stock during the sixty-day period ending on the
date the Limited Rights are exercised over (B) the option or base price per
share of Stock at which the Related Option or SAR is exercisable, by (ii)
the number of Limited Rights being exercised.
    (h) The term "Liquidation Price per Share" as used in this Section
shall mean, with respect to the exercise of any Limited Right by reason of
shareholder approval of a plan of liquidation described in Section 11(a)
the greater of (i) the highest amount paid or to be paid per share of Stock
pursuant to the plan of liquidation as determined by the Committee and (ii)
the highest Fair Market Value per share of Stock during the sixty-day
period ending on the date on which such Limited Right is exercised.  Any
securities or property which (A) are part or all of the consideration paid
for shares of Stock pursuant to such plan of liquidation or (B) are to be
sold and the proceeds distributed in liquidation shall be valued in
determining the Liquidation Price per share at the higher of (i) the
valuation placed on such securities or property by the Company upon the
distribution of such securities or property in accordance with the plan of
liquidation, if kno n, at the time of the exercise of such Limited Right,
or (ii) the valuation placed on such securities or property by the
Committee.
    (i) The term "Liquidation Spread" as used in this Section shall mean an
amount equal to the product computed by multiplying (i) the excess of (A)
the Liquidation Price per Share over (B) the option or base price per share
of Stock at which the Related Option or SAR is exercisable, by (ii) the
number of Limited Rights being exercised.
    (j) Notwithstanding any other provision of the Plan, an SAR may not be
exercised at a time when any Limited Rights held by the holder of such SAR
may be exercised.
    (k) Notwithstanding the provisions of Section 7(a) above, if an
Acceleration Date specified in Section 11(a)(i) occurs and if such Date
occurs in connection with a Window Period Situation, then each Optionee who
is a Restricted Reporting Person may exercise his or her Limited Rights
only during the Window Period immediately following the Acceleration Date,
subject to the following exceptions:  (i) if the Acceleration Date occurs
during the six-month period following the grant of a Limited Right or the
grant of the Related Option or SAR, whichever is applicable as provided in
the last sentence of Section 7(a) above, then such Limited Right may be
exercised by such Optionee only during the Window Period immediately
following the expiration of such six-month period or, if earlier, following
the death or Disability of such Optionee; and (ii) if such acceleration
Date or the expiration of such six-month period (as applicable) occurs
during a Window Period, such Optionee may exercise such Limited Right
either during the remainder of such Window Period or during the next whole
Window Period thereafter.  For the purposes of this paragraph, a "Window
Period Situation" exists (A) if one or more Reporting Persons are the
Person  or members of the group constituting the "Person" specified in
Section 11(a)(i) below, or (B) if, by excluding all voting securities

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acquired by the "Person" directly from the Company, no Acceleration Date
would occur.  Each Reporting Person specified in clause (A) above, and all
Reporting Persons in the case of a clause (B) Window Period Situation, are
"Restricted Reporting Persons" for the purposes of this paragraph.  A
"Window Period" is the period defined from time to time in paragraph
(e)(3)(iii) of Rule 16b-3, or the corresponding paragraph(s) of any
successor to Rule 16b-3.

SECTION 8.  STOCK ISSUANCE, PAYMENT, AND WITHHOLDING.

    (a) An Optionee may pay the option price of an Option in cash, Stock
(including shares of previously-owned Stock, or Stock issuable in
connection with the Option), or other property, to the extent permitted or
required by the Option Agreement or the Committee from time to time.  The
Committee may permit deemed or constructive transfers of shares in lieu of
actual transfer and physical delivery of certificates.  Except to the
extent prohibited by applicable law, the Committee or its delegate may take
any necessary or appropriate steps in order to facilitate the payment of
any such purchase price.  Without limiting the foregoing, the Committee may
allow the Optionee to defer payment of the option  price, or may cause the
Company to loan the option price to the Optionee or to guaranty that any
shares to be issued will be delivered to a broker or lender in order to
allow the Optionee to borrow the purchase price.  The Committee may require
satisfaction of any rules or conditions in connection with paying the
Option price at any particular time, in any particular form, or with the
Company's assistance.
    (b) When the Optionee's Employer becomes required to collect and pay
Required Withholding Taxes, the Optionee shall promptly reimburse the
Company or Employer (as required by the Committee) for the amount of such
Required Withholding Taxes in cash, unless the Option Agreement or the
Committee permits or requires payment in another form.  In the discretion
of the Committee or its delegate and at the Optionee's request, the
Committee or its delegate may cause the Company or Employer to pay
Withholding Taxes in excess of Required Withholding Taxes on behalf of an
Optionee, which shall be reimbursed by the Optionee.  The Committee may
allow an Optionee to reimburse the Company or Employer for payment of
Withholding Taxes with shares of Stock or other property.  The Committee
may require the satisfaction of any rules or conditions in connection with
any non-cash payment of Withholding Taxes.  If an Optionee is a Reporting
Person at the time of grant or during the Option's term and is given an
election to pay any Withholding Taxes with Stock, the Committee shall have
sole discretion to approve or disapprove such election at any time after
the election is made.
    (c) If provided in the Option Agreement relating to an ISO, the
Committee may prohibit the transfer by an Optionee of shares of Stock
issued to him or her upon exercise of an ISO into the name of a nominee,
and the Committee may require the placement of a legend on certificates for
such shares reflecting such prohibition.

SECTION 9.  FORFEITURES.

    (a)   If any Optionee voluntarily terminates employment within two
years of the grant of an Option or SAR, or is dismissed from employment at
any time for any reason, such Option or SAR shall immediately terminate and
be forfeited to the extent not previously exercised.

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    (b) Notwithstanding any other provision in this Plan except paragraph
(c) below, the receipt of any Option or SAR, and the receipt of any share
of Stock, cash, or other benefit in connection with such Option or SAR,
shall be subject to the following provisions:
      (i)   At all times during his or her employment with the Company or a
    Subsidiary or Affiliate, the Optionee shall continuously satisfy his or
    her duties of loyalty and faithful service to the Company and his or
    her Employer and shall refrain from engaging in any undisclosed
    conflict of interest or from otherwise acting in any manner inimical to
    or contrary to the best interests of the Company
    or Employer.  Any violation of law or of any Company or Employer policy
    or the Business Practices and Ethics Manual (or any manual, or portion
    thereof, which replaces such Manual) of the Company shall be considered
    conduct inimical to or contrary to the best interests of the Company
    and Employer for the purposes of this Section 9(b).  The exercise of
    any Option or SAR, or the acceptance of any share of stock, cash, or
    other benefit hereunder in connection with any Option or SAR shall be
    deemed to be the certification by the Optionee that he or she has
    satisfied this condition.  In addition, the Optionee shall furnish to
    the Committee on request any other information concerning satisfaction
    of such condition which the Committee may request.
      (ii)  This Section 9(b) is intended to establish, as a condition to
    the realization of economic benefits under the Plan, a standard of
    conduct consistent with (A) the duties of loyalty and faithful
    performance of services imposed on an employee by the common law, and
    (B) the Company's and Employer's published standards and policies which
    the Optionee is bound to observe.  This Section 9(b) shall in no way
    impair or derogate from the rights or remedies which the Company or
    Employer may have at law or in equity or under any employment
    contract or agreement with an Optionee to prevent or to recover damages
    for the disclosure of trade secrets, or to recover any restitution or
    damages properly owing the Company or Employer because of any theft,
    fraud, embezzlement, or other illegal conduct on the part of an
    Optionee.
      (iii) If the Committee determines that an Optionee has not observed
    the standard of conduct required by this Section 9(b), the Committee
    may require the Optionee to forfeit any right to or in any outstanding
    Option or SAR, as of the date such determination is made, and may
    require repayment of any Stock or cash received in connection with any
    Option or SAR by such Optionee after the act or acts of misconduct
    which gave rise to the Committee's determination.
      (iv)  This Section 9(b) shall not be interpreted as requiring the
    Committee to take action in each and every instance of suspected
    misconduct, and in determining to attempt to enforce the forfeiture and
    repayment provisions of this Section 9(b), the Committee may consider,
    among other things, the nature of the misconduct, its seriousness, the
    impact on the Company, the possible economic effects, the circumstances
    surrounding the discontinuance of the Optionee's employment with the
    Employer, and the amount of proof which the Employer may
    have of any alleged misconduct.  Any decision by the Committee to
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    particular instance shall in no way constitute a waiver of the right to
    enforce such Section in any other instance.
      (v)   During the period of any investigation into whether an Optionee
    has engaged in conduct prohibited by this Section 9(b), the Optionee's
    rights to receive delivery of any Stock or cash, or to have any
    transfer of Stock recognized on the stock books of the Company, shall
    be suspended.  An Optionee may exercise Options or SARs subject to the
    prior sentence.

    (c) The Committee may include in an Option Agreement such provisions as
it shall deem appropriate, in its discretion, to deter competition with the
Company, a Subsidiary or an Affiliate, including provisions pertaining to
the refund of any economic benefit received by an Optionee from exercising
an Option.  In addition, the Committee may waive, in whole or part, and for
any reason the Committee deems appropriate, any termination of an Option or
group of Options caused by this Section 9.
    (d) The provisions of this Section 9 shall terminate upon the
occurrence of an Acceleration Date described in Section 11.

SECTION 10.  ADJUSTMENTS AND ACQUISITIONS.

    (a) In the event of (i) any change in the outstanding shares of Stock
by reason of any stock split, combination of shares, stock dividend,
reorganization, merger, consolidation, or other corporate change having a
similar effect, (ii) any separation of the Company including a spin-off or
other distribution of stock or property by the Company, or (iii) any
distribution to stockholders generally other than a normal dividend, the
Committee shall make such equitable adjustments to the Plan and to
outstanding Options, SARs and Limited Rights as it shall deem appropriate
in order to prevent the dilution or enlargement of (a) the Options, SARs
and Limited Rights which may be granted, the shares of Stock which may be
issued, or the shares for which ISOs may be granted under the Plan, (b) the
economic value of outstanding Options, SARs and Limited Rights or (c) the
limitations imposed by Section 3(d) of this Plan, provided, however, that
the Committee shall not make any adjustment which would constitute or
result in an increase in the aggregate number of Shares available under the
Plan, or the annual limit on the number of options which may be granted to
an Eligible Employee under Section 3(d) of this Plan, requiring shareholder
approval under Section 422 or Section 162(m) of the Code.  Any such
determination by the Committee shall be conclusive and binding on all
concerned.
    (b) In the event the Company or a Subsidiary enters into a transaction
described in Section 424(a) of the Code with any other corporation, the
Committee may grant Options, SARs, or Limited Rights to employees or former
employees of such corporation in substitution of stock options, stock
appreciation rights or limited stock appreciation rights previously granted
to them by such corporation upon such terms and conditions as shall be
necessary to qualify such grant as a substitution described in Section
424(a) of the Code.

SECTION 11.  ACCELERATION.

    (a) If, while unexercisable Options or SARs remain outstanding under
the Plan,
       (i)   any Person (as defined herein) becomes the beneficial owner
    directly or indirectly (within the meaning of Rule 13d-3 under the Act)

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    of more than 50% of the Company's then outstanding voting securities
    (measured on the basis of voting power);
       (ii)  the shareholders of the Company approve a definitive agreement
    to merge or consolidate the Company with any other corporation, other
    than an agreement providing for (x) a merger or consolidation which
    would result in the voting securities of the Company outstanding
    immediately prior thereto continuing to represent (either by remaining
    outstanding or by being converted into voting securities of the
    surviving entity), in combination with the ownership of any trustee or
    other fiduciary holding securities under an employee benefit plan of
    the Company, at least 50% of the combined voting power of the voting
    securities of the Company or such surviving entity outstanding
    immediately after such merger or consolidation, or (y) a merger or
    consolidation effected to implement a recapitalization of the Company
    (or similar transaction) in which no Person acquires more than 50% of
    the combined voting power of the Company's then outstanding securities;
      (iii) a change occurs in the composition of the Board of Directors
    during any period of twenty-four consecutive months such that
    individuals who at the beginning of such period were members of the
    Board of Directors cease for any reason to constitute at least a
    majority thereof, unless the election, or the nomination for election
    by the Company's shareholders, of each new director was approved by a
    vote of at least two-thirds of the directors then still in office who
    either were directors at the beginning of the period or whose election
    or nomination for election was previously so approved; or
       (iv)  the shareholders of the Company approve a plan of complete
    liquidation of the Company or an agreement for the sale or disposition
    by the Company of all or substantially all the Company's assets,

then on the date as of which any of the events described in clauses (i)
through (iv) occurs (such date being referred to as an "Acceleration
Date"), each Option and SAR automatically shall become exercisable.
For purposes of this paragraph, "Person" shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof; however, a Person shall not include (aa) the Company or
any of its subsidiaries, (bb) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its
subsidiaries, (cc) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (dd) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Stock.

    (b) Except to the extent prohibited by Rule 16b-3 in the case of
Reporting Persons, the Committee may accelerate the date on which any
Options and SARs become exercisable and may remove any restrictions on such
Options or SAR at any time after grant and for any reason the Committee
deems appropriate.

    (c) All Options and SARs shall automatically become exercisable upon a
termination of employment caused by the death or Disability of the
Optionee.




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SECTION 12.  ADMINISTRATION.

    (a) The Plan shall be administered by a Stock Option Committee
appointed by the Board consisting of three or more persons, each of whom at
all times shall be a member of the Board, a  disinterested person  as
defined in Rule 16b-3 and an  outside director  within the meaning of
Section 162(m)(4)(C)(i) of the Code.  Committee members shall not be
eligible for selection to receive Options or SARs under the Plan.  The
initial Committee shall consist of the members of the "Stock Option
Committee" administering the Anheuser-Busch 1981 Non-Qualified Stock Option
Plan at the time this Plan is adopted by the Board.
    (b) A majority of the members of the Committee shall constitute a
quorum.  The acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by a majority of the
members of the Committee, shall be the acts of the Committee.  From time to
time the Committee may adopt, amend, and rescind such rules and regulations
for carrying out the Plan and implementing Option Agreements, and the
Committee may take such action in the administration of the Plan, as it
deems proper.  The interpretation of any provisions of the Plan by the
Committee shall be final and conclusive unless otherwise determined by the
Board.

SECTION 13.  AMENDMENT, TERMINATION, SHAREHOLDER APPROVAL.

    (a) The Board may amend or terminate the Plan at any time, except that
without the approval of the Company's shareholders, no amendment shall (i)
increase the maximum number of shares issuable, or the maximum number of
shares for which ISOs may be granted, under the Plan, (ii) change the class
of persons eligible to be Optionees, (iii) change the annual limit on
options which may be granted to an Eligible Employee provided in Section
3(d) or (iv) change the provisions of this Section 13(a).
    (b) The Committee may amend the Plan from time to time to the extent
necessary to (i) comply with Rule 16b-3 and (ii) prevent benefits under the
Plan from constituting "applicable employee remuneration" within the
meaning of Section 162(m) of the Code.
    (c) No Options or SARs may be granted under the Plan after September
26, 1999.
    (d) Notwithstanding any other provision of the Plan, no Option or SAR
granted under the Plan on or after December 15, 1993 may be exercised
unless and until either (i) the amendment to the Plan adopted by the Board
on December 15, 1993 which added Section 3(d) to this Plan is approved by
the Company's shareholders within twelve months of such adoption, or (ii)
if earlier, the Company receives an opinion of counsel or other evidence
satisfactory to it that such shareholder approval is not required by the
Code in order to prevent benefits under the Plan from constituting
"applicable employee remuneration"  within the meaning of Section 162(m) of
the Code.
    (e) The approval by shareholders described in this Section shall
consist of the approving vote of the holders of a majority of the
outstanding shares of Stock present (in person or by proxy) at a meeting of
the shareholders at which a quorum is present, unless a greater vote is
required by the Company's charter or by-laws or by applicable law.

SECTION 14.  ADDITIONAL PAYMENTS.


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    The Committee may grant an Optionee the right to receive additional
compensation in cash or other property (in addition to any cash or other
property payable under the terms of the Option or SAR itself) upon an
Option or SAR becoming exercisable or being exercised provided that (i) in
the case of an ISO such compensation is includible in income under Sections
61 and 83 of the Code at the time of such exercise and (ii) no such right
may be granted in connection with any SAR or Limited Right which is an
alternative to an ISO.

SECTION 15.  MISCELLANEOUS.

    (a) Each provision of the Plan and each Option Agreement relating to an
ISO shall be construed so that each ISO shall be an incentive stock option
as defined in Section 422 of the Code or any statutory provision that may
replace Section 422, and any provisions thereof which cannot be so
construed shall be disregarded.  Except as provided in Section 9, no
discretion granted or allowed to the Committee under the Plan shall apply
to an ISO after its grant except to the extent the Option Agreement with
respect to the ISO grant shall so provide.  Notwithstanding the foregoing,
nothing shall prohibit an amendment to an Option Agreement with respect to
an ISO which would change its status to an NQSO, so long as the Company and
the Optionee shall consent to such amendment.

    (b) Without amending the Plan, Options and SARs may be granted to
Eligible Employees who are foreign nationals or who are employed outside
the United States or both, on such terms and conditions different from
those specified in the Plan as may, in the judgment of the Committee, be
necessary or desirable to further the purposes of the Plan.  Such different
terms and conditions may be reflected in Addenda to the Plan.  However,
in the case of an ISO, no such different terms or conditions shall be
employed if such term or condition constitutes, or in effect results in, an
increase in the aggregate number of shares which may be issued under the
Plan or a change in the definition of Eligible Employee.

    (c) Notwithstanding any other provision in the Plan, the Committee
shall not act with respect to any Reporting Person in a manner which would
contravene any requirement of Rule 16b-3 as in effect at the time of such
action.

    (d) Amendments to this Plan which were adopted by the Board on December
15, 1993 shall not apply to Options granted prior to that date except for
(i) the definition of "Required Withholding Tax" now contained in Section
2(w) and (ii) the amendment adding the express authority for beneficiary
designations which is contained in Section 5(e).




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