Exhibit 3

                        [EMBRAER LOGO] [GRAPHIC OMITTED]


                 EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A


                                   RESOLUTIONS


The Board of Directors, at a meeting held April 20, 2005, approved the
following:


     o    Accepted the resignation of its Executive Officer Carlos Rocha
          Villela, Vice President and General Counsel, effective April 20,2005,
          and elected Executive Officer Artur Aparecido Valerio Coutinho,
          Brazilian, married, engineer, to replace him until the end of his
          mandate, April 30, 2007.

     o    Approved proposal from Mauricio Novis Botelho, President and Board
          Member, to transfer part of the responsibilities of the Industry and
          Development Vice President, under the responsibility of Satoshi
          Yokota, related to industrial operations to the new Executive Officer,
          by creating the position of Executive Vice President of Industrial
          Operation, and changing the name of the current position Executive
          Vice President of Development and Industry to Executive Vice President
          of Engineering and Development, under the responsibility of the
          Executive Vice President Satoshi Yokota.


Sao Jose dos Campos, April 27, 2005



ANTONIO LUIZ PIZARRO MANSO
Executive Vice President Corporate and
Investor Relations