Exhibit 2


                 EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A

                                   RESOLUTIONS


 We hereby announce that the following matters were approved at the
Shareholders' Meetings held on this date:

 GENERAL SHAREHOLDERS' MEETING:

1)   Embraer's Management's Report, Financial Statements and the Independent
     Auditors' Report relative to the fiscal year ended December 31, 2004.

2)   Proposal to allocate the net income for the financial year ended December
     31, 2004 in the amount of R$ 1,278,088,978.22 in the manner in which the
     proposal was presented:

     a)   Constitution of a statutory reserve in the amount of R$ 63,904,448.91,
          corresponding to 5% of the net income, under the terms of Article 193
          of Law 6404/76.

     b)   Ratification of the amount of R$ 585,173,273.59 as interest on
          shareholders' equity, R$ 260,999,553.14 having been distributed in the
          1st semester of 2004 and R$ 324,173,720.45 in the 2nd semester of
          2004, included in the computation of the compulsory dividends.

     c)   Transfer of the balance of R$ 629,011,255.72 to the Reserve for
          Investments and Working Capital, in accordance with the Company's
          Bylaws.


3)   Election of the Audit Board (Conselho Fiscal), with a mandate extending to
     the next General Meeting in 2006. The preferred shareholders, based on item
     "a" of the fourth paragraph of article 161 of Corporate Law 6.404/76 and
     its amendments, elected, through a separate voting, Jorge Khalil Miski,
     Brazilian, single, economist, as an effective member and Maria da Salete
     Medeiros Moreira, Brazilian, married, public server, as his deputy. The
     other members of the Audit Board that were unanimously elected are as
     follows: Celene Carvalho de Jesus, Brazilian, single, banking specialist,
     as an effective member and Herbert Veneziano Oliveira, Brazilian, divorced,
     banking specialist, as his deputy; Geraldo Humberto de Araujo, Brazilian,
     married, accountant, as an effective member and Tarcisio Luis Silva
     Fontenele, Brazilian, married, lawyer, as his deputy; Jose Mauro Laxe
     Vilela, Brazilian, Married, economist, as an effective member and Alberto
     Carlos Monteiro dos Anjos, Brazilian, married, accountant, as his deputy;
     and Taiki Hirashima, Brazilian, married, accountant, as an effective member
     and Guillermo Oscar Braunbeck, Argentinean, single, economist, as his
     deputy.

4)   Election of the Board of Directors (Conselho de Administracao), with a
     mandate for three years, 2005 through 2008, as follows: Francois Regis Yves
     Marie Gayet, French, married, businessman, representing Thales and
     replacing Isaac Marcel de Picciotto as effective member, and Paulo Roberto
     de Oliveira, Brazilian, married, mechanical engineer, representing the
     company's employees and replacing Redirval Begotti as deputy assistant. As
     a result, the Board of Directors of the Company is as follows: Effective
     members: Luiz Carlos Siqueira Aguiar, Vitor Sarquis Hallack, Carlyle
     Wilson, Henrique Pizzolato, Carlos Alberto Cardoso Moreira, Wilson Carlos
     Duarte Delfino, Neimar Dieguez Lucas, Mauricio Novis Botelho, Claudemir
     Marques de Almeida, and Francois Regis Yves Marie Gayet. Deputy Members:
     Sergio Alvares da Fonseca Pinho, Leonardo Antonio de Santis Candeias,
     Oslwado Antonio Arriaga Schmidt, Maysa Oliveira da Volta, Ivan Mendes do
     Carmo, Decio Magno





     Andrade Stochiero, Aprigio Eduardo de Moura Azevedo, Fernando Jose Marroni
     de Abreu, Francois Haas, Paulo Roberto de Oliveira, Antonio Luiz Pizarro
     Manso, Joao Batista Barbosa and Bruno Cotte.

5)   Approve the minimum statutory remuneration for the Audit Board, not
     including profit-sharing, and the additional remuneration payable to the
     member designated by the Board of Directors as the Audit Board's "financial
     expert", as defined by the rules of the United States Securities and
     Exchange Commission, and establish the overall annual amount of R$
     39,000,000.00 (thirty-seven million reais) for remuneration of the
     officers, to be allocated individually by the Supervisory Board in
     accordance with the sole paragraph of Article 14 of the Company's Bylaws.


SPECIAL SHAREHOLDERS' MEETING:


1)   Approval of the transfer to Statutory Capital of R$ 419,428,863.56 from
     Reserve for Investments and Working Capital, with no issuance of shares,
     and for the benefit of all shareholders.

2)   Approval of the new wording of the "caput" of article 5 of the Company's
     By-Laws, as a result of the capitalization of the "Reserve for Investments
     and Working Capital" and ratification of the new Statutory Capital,
     approved by the Board of Directors, as follows:

     " Art. 5 - EMBRAER's subscribed and paid in share capital is three billion,
     five hundred and sixty-nine million, two hundred and eight thousand, nine
     hundred and nine Reais and ten cents (R$3,569,208,909.10) divided into
     seven hundred and nineteen million, two hundred and sixty-five thousand,
     two hundred and thirty-four (719,265,234) shares without par value, of
     which two hundred and forty-two million, five hundred and forty-four
     thousand, four hundred and forty-seven (242,544,447) are common shares,
     including one (1) share of a special class, and four hundred and
     seventy-six million, seven hundred and twenty thousand, seven hundred and
     eighty-six (476,720,786) are preferred shares".


Sao Jose dos Campos, April 26, 2005


ANTONIO LUIZ PIZARRO MANSO
Executive Vice President Corporate & CFO