ANHEUSER BUSCH COMPANIES INC (Form: 10-K/A, Received: 02/23/2004 10:22:32)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-K/A
(AMENDMENT 3)

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ____________

COMMISSION FILE NUMBER 1-7823

ANHEUSER-BUSCH COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                 DELAWARE                                     43-1162835
       (State or Other Jurisdiction                         (IRS Employer
     of Incorporation or Organization)                    Identification No.)

                               ONE BUSCH PLACE
                          ST. LOUIS, MISSOURI 63118
                  (Address of Principal Executive Offices)

        REGISTRANT'S PHONE NUMBER, INCLUDING AREA CODE: 314-577-2000
                         --------------------------
         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                       -------------------------------
                                                      NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                                   ON WHICH REGISTERED

COMMON STOCK--$1 PAR VALUE                            NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS                       NEW YORK STOCK EXCHANGE
6 1/2%  DEBENTURES DUE JANUARY 1, 2028                NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

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. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2):
Yes X No

As of June 28, 2002, the aggregate market value of the voting stock held by non-affiliate was $43,106,017,200.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

$1 PAR VALUE COMMON STOCK 836,078,250 SHARES AS OF MARCH 11, 2003

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Annual Report to Shareholders for the Year ended
December 31, 2002. . . . . . . . . . . . . . PART I, PART II, AND PART IV

Portions of Definitive Proxy Statement for Annual Meeting of Shareholders on April 23, 2003. . . . . . . . . . . .PART III and PART IV


Item 14. "CONTROLS AND PROCEDURES" is amended by replacing the item in
its entirety with the following:

Item 14. CONTROLS AND PROCEDURES.

It is responsibility of the chief executive officer and chief financial officer to ensure the Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company's disclosure controls and procedures include mandatory communication of material subsidiary events, automated accounting processing and reporting, management review of monthly and quarterly results, periodic subsidiary business reviews, an established system of internal controls and rotating internal control reviews by the Company's internal auditors.

The chief executive officer and chief financial officer evaluated the Company's disclosure controls and procedures as of the end of the quarter ended December 31, 2002 and have concluded that they are effective as of December 31, 2002 in providing reasonable assurance that such information is identified and communicated on a timely basis. Additionally, there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Item 15 on pages 11 through 13 of the Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 is amended by the addition of the following exhibits:

Exhibit 31.3 -Certification of Chief Executive Officer

Exhibit 31.4 -Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANHEUSER-BUSCH COMPANIES, INC.
(Registrant)

                              By: /s/ W. Randolph Baker
                                 ----------------------------------------------
                                              W. Randolph Baker
                                  (Vice President and Chief Financial Officer)

Date: February 23, 2004


Pursuant to the requirements of the Securities Act of 1934, this amendment to report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

                                            Title                               Date
    PATRICK T. STOKES      *        Chief Executive Officer                     February 23, 2004
---------------------------         and President and Director (Principal
    Patrick T. Stokes               Executive Officer)


   W. RANDOLPH BAKER       *        Vice President and                          February 23, 2004
---------------------------         Chief Financial Officer
   W. Randolph Baker                (Principal Financial Officer)


        JOHN F. KELLY      *        Vice President and                          February 23, 2004
---------------------------         Controller (Principal
        John F. Kelly               Accounting Officer)


   AUGUST A. BUSCH III     *        Director                                    February 23, 2004
---------------------------
   August A. Busch III


    CARLOS FERNANDEZ G.    *        Director                                    February 23, 2004
---------------------------
    Carlos Fernandez G.


                                    Director
---------------------------
      James J. Forese


       JOHN E. JACOB       *        Director                                    February 23, 2004
---------------------------
       John E. Jacob


      JAMES R. JONES       *        Director                                    February 23, 2004
---------------------------
      James R. Jones


    CHARLES F. KNIGHT      *        Director                                    February 23, 2004
---------------------------
    Charles F. Knight


   VERNON R. LOUCKS, JR.   *        Director                                    February 23, 2004
---------------------------
   Vernon R. Loucks, Jr.


   VILMA S. MARTINEZ       *        Director                                    February 23, 2004
--------------------------
   Vilma S. Martinez


   WILLIAM PORTER PAYNE    *        Director                                    February 23, 2004
---------------------------
   William Porter Payne


     JOYCE M. ROCHE        *        Director                                    February 23, 2004
---------------------------
     Joyce M. Roche


    HENRY HUGH SHELTON     *        Director                                    February 23, 2004
---------------------------
    Henry Hugh Shelton

    ANDREW C. TAYLOR       *        Director                                    February 23, 2004
---------------------------
    Andrew C. Taylor


   DOUGLAS A. WARNER III   *        Director                                    February 23, 2004
---------------------------
   Douglas A. Warner III


  EDWARD E. WHITACRE, JR.  *        Director                                    February 23, 2004
---------------------------
  Edward E. Whitacre, Jr.


    *By /s/ W. Randolph Baker       Attorney-in-Fact
       -------------------------
          W. Randolph Baker


EXHIBIT INDEX

Exhibit 31.3 -Certification of Chief Executive Officer

Exhibit 31.4 -Certification of Chief Financial Officer


EXHIBIT 31.3

CERTIFICATIONS

I, Patrick T. Stokes, certify that:

1) I have reviewed this amendment to annual report on Form 10-K of Anheuser-Busch Companies, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 23, 2004                 /s/ Patrick T. Stokes
                                       -----------------------------------------
                                        Patrick T. Stokes
                                        President and Chief Executive Officer
                                        Anheuser-Busch Companies, Inc.


Exhibit 31.4

CERTIFICATIONS

I, W. Randolph Baker, certify that:

1) I have reviewed this amendment to annual report on Form 10-K of Anheuser-Busch Companies, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions);

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 23, 2004              /s/ W. Randolph Baker
                                    -------------------------------------------
                                     W. Randolph Baker
                                     Vice President and Chief Financial Officer


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