SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WARNER DOUGLAS A III

(Last)

(First)

(Middle)

J.P. MORGAN CHASE & COMPANY

270 PARK AVE. - 32ND FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ($1 par value)	11/18/2008	11/18/2008	D		14,793⁽¹⁾	D	$70	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$35.6094	11/18/2008	11/18/2008	D			4,000	⁽²⁾	⁽²⁾	Common Stock	4,000	$34.3906⁽²⁾	0	D
Stock Options	$35.2032	11/18/2008	11/18/2008	D			4,000	⁽²⁾	⁽²⁾	Common Stock	4,000	$34.7968⁽²⁾	0	D
Stock Options	$40.17	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$29.83⁽²⁾	0	D
Stock Options	$53.515	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$16.485⁽²⁾	0	D
Stock Options	$49.59	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$20.41⁽²⁾	0	D
Stock Options	$51.2	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$18.8⁽²⁾	0	D
Stock Options	$47.32	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$22.68⁽²⁾	0	D
Stock Options	$44.85	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$25.15⁽²⁾	0	D
Stock Options	$49.435	11/18/2008	11/18/2008	D			5,000	⁽²⁾	⁽²⁾	Common Stock	5,000	$20.565⁽²⁾	0	D
Phantom Stock Units	⁽³⁾	11/18/2008	11/18/2008	D			2,896	⁽⁴⁾	⁽⁴⁾	Common Stock	2,896	$70⁽⁴⁾	0	D
Deferred Stock Units	⁽³⁾	11/18/2008	11/18/2008	D			2,440	⁽⁵⁾	⁽⁵⁾	Common Stock	2,440	$70⁽⁵⁾	0	D

Explanation of Responses:

1. 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.

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, 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.

3. This security converts to Common Stock on a 1-for-1 basis.

4. 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.

5. 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.

Remarks:

	Laura H. Reeves, Attorney-in-Fact for Douglas A. Warner III	11/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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