CONSULTING AGREEMENT

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                                                               Exhibit 10.17

                            CONSULTING AGREEMENT

         THIS AGREEMENT made and entered into this 2nd day of June, 2004,

and effective December 1, 2004, by and between ANHEUSER-BUSCH COMPANIES,

INC., a Delaware corporation with principal offices at One Busch Place, St.

Louis, Missouri 63118 (hereinafter referred to as "ABC"), and STEPHEN K.

LAMBRIGHT, residing at 7 Bonhomme Grove Court, Chesterfield, Missouri 63017

(hereinafter referred to as "Consultant").

         WHEREAS, Consultant and ABC have mutually agreed that he will

retire as Group Vice President and Chief Legal Officer of ABC on November

30, 2004; and

         WHEREAS, Consultant has gained invaluable knowledge and experience

regarding the business operations of ABC and its subsidiaries;

         WHEREAS, ABC desires (i) to retain Consultant after his retirement

so that his services will be available to ABC in his area of specialized

knowledge and experience; and (ii) to assure itself that Consultant does not

use his specialized knowledge and experience for the benefit of any

competitor of ABC or any of its subsidiaries.

         NOW, THEREFORE, in consideration of the mutual covenants contained

herein, it is hereby agreed as follows:

         1. (a) During the term of this Agreement, Consultant agrees

to provide counsel and advice to ABC on business and legal matters, to serve

as ABC's representative on civic organizations, and to attend such business

planning and strategy meetings, as requested by the President and Chief

Executive Officer of ABC or his designee.

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                  (b) In providing services under this Agreement, Consultant

will be acting as an independent contractor and not as an employee of ABC.

Consultant shall have no power to bind ABC or its subsidiaries or to commit

them to any policy position, contract or other course of action. Subject to

the provisions of Section 4, Consultant is free to render services to such

other business entities as he chooses; provided however that neither

Consultant nor any law firm or other entity with which Consultant associates

shall in any way provide legal services, directly or indirectly, to any

third party if the provision of such legal services would violate the rules

of professional conduct applicable to lawyers regarding conflicts of

interests or potential conflicts of interests.

                  (i) It is Consultant's intent to become "of counsel" to

the St. Louis law firm of Williams, Venker & Sanders LLC (Williams Venker)

upon retirement. Consultant agrees that any agreement with Williams Venker,

or with any other law firm with whom he chooses to associate, will

specifically include an agreement by Consultant that he will not share or

participate in any legal fees generated as a result of any services provided

to ABC. ABC agrees that Consultant's affiliation with Williams Venker or

with any other law firm will not jeopardize that firm's ability to perform

legal services for ABC.

                  (ii) ABC does not currently anticipate that it will

request Consultant to provide legal counsel or advice as part of this

consulting agreement. To the extent that ABC does request such services, ABC

agrees to reimburse Consultant for the cost of legal malpractice insurance

purchased by Consultant to cover such activities.

                  (c) Consultant's active participation in ABC's various

retiree benefit plans (other than the retiree medical benefits plan) shall

cease as of the date of his retirement from ABC. The fees and other

compensation received by Consultant hereunder shall not be deemed to be

"compensation" or "salary" for purposes of the Anheuser-Busch Salaried

Employees' Pension Plan, the Anheuser-Busch

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Supplemental Executive Retirement Plan, the Anheuser-Busch Excess Benefit

Plan, the Anheuser-Busch 401(k) Restoration Plan, the Anheuser-Busch

Executive Deferred Compensation Plan, the Anheuser-Busch Deferred Income

Stock Purchase and Savings Plan or for any other purpose. Amounts paid

hereunder shall not be subject to federal, state or local income or

employment tax withholding and will be reported by ABC on Internal Revenue

Form 1099. Consultant will be responsible for reporting this income and

paying all applicable income and self-employment tax.

                  (d) During the term of this Agreement, Consultant will be

paid a monthly fee of $51,250. All payments will be made on the last day of

each month, with the first payment being due on December 31, 2004, and the

final payment being due on December 31, 2007.

                  (e) In addition to the above monthly compensation, ABC

agrees that during the term of this Agreement it will:

                            (i)       continue the payment of Consultant's

                                    dues and assessments, pursuant to the

                                    terms of ABC's current arrangement with

                                    Consultant, at the Bellerive Country

                                    Club, the St. Louis Club, the

                                    Congressional Country Club, and the

                                    Georgetown Club. Upon the expiration of

                                     this Agreement, ABC will transfer

                                    Consultant's club memberships to him at

                                    his election, subject to applicable tax

                                    law;

                            (ii)      provide Consultant with company paid

                                    financial services equivalent to the

                                    financial services provided to its

                                    Strategy Committee members through

                                    December 31, 2009;

                           (iii)     furnish Consultant with an automobile on

                                    the same terms and conditions as

                                    automobiles are furnished to members of

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                                    its Strategy Committee. Consultant

                                    agrees to account to ABC on a monthly

                                     basis for his personal use of the

                                    automobile in such form and detail as

                                    ABC may require,

                           (iv)      provide Consultant and his eligible

                                     dependents with medical, dental, vision

                                    and prescription drug insurance benefits

                                    equivalent to those provided to

                                    Consultant at the time of his

                                    retirement. Consultant shall be

                                    permitted to choose among medical plans

                                    available each year; but he shall have

                                     none of the benefit choices formerly

                                    available to him under the company's

                                    flexible benefits program. Long-term

                                    disability, short-t