6-K

                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                    under the Securities Exchange Act of 1934


                           For the month of June, 2005

                         Commission File Number: 1-15102


                      Embraer - Brazilian Aviation Company
                 (Translation of registrant's name into English)


                EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.
                         Av. Brigadeiro Faria Lima, 2170
                12227-901 Sao Jose dos Campos, Sao Paulo, Brazil
                    (Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F: Form 20-F  X    Form 40-F
                                                -----           -------

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _____

Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes      No  X
   -----   -----

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_____

This report on Form 6-K shall be incorporated by reference in the Registration
Statement on Form F-3 (Registration No. 333-14018) as amended, filed by Embraer
- - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933, to
the extent not superseded by documents or reports subsequently filed by Embraer
- - Empresa Brasileira de Aeronautica S.A. under the Securities Act of 1933 or the
Securities Exchange Act of 1934.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        EMBRAER - EMPRESA BRASILEIRA DE
                                        AERONAUTICA S.A.



Dated: June 6, 2005                By:  /s/ ANTONIO LUIZ PIZARRO MANSO
                                      ------------------------------------------
                                      Name:  Antonio Luiz Pizarro Manso
                                      Title: Executive Vice-President Corporate
                                             and Chief Financial Officer





                                  EXHIBIT INDEX
                                  -------------


1.   One copy of the Company's Notice to Shareholders regarding Payment of
     Interest on Shareholders' Equity, dated June 3, 2005.

EX-1

                                                          [EMBRAER LOGO OMITTED]

                                                                       Exhibit 1


                             Notice to Shareholders

                        Interest on Shareholders' Equity

During a meeting held on June 3, 2005, the Board of Directors of Embraer -
Empresa Brasileira de Aeronautica S.A. (the "Company") approved the following:

    a) Distribution of Interest on Shareholders' Equity for the Second Quarter
       of 2005 in the aggregate amount of R$ 110,836,512.88, in accordance with
       the conditions below:

    1.   Holders of common shares will be entitled to interest on shareholders'
         equity in the amount of R$ 0.14450 per share, and holders of preferred
         shares will be entitled to interest on shareholders' equity in the
         amount of R$ 0.15895 per share equal to R$ 0.63580 per American
         Depositary Share (ADS). This interest on shareholders' equity complies
         with the right of the holders of preferred shares to receive dividends
         10% above the holders of common shares, according to article 17, II, a,
         paragraph 1, of Law 6404/76, as amended by Law 10,303 dated October 31,
         2001.

    2.   The interest on shareholders' equity is subject to the retention of 15%
         withholding tax or 25% if the beneficiary is a resident in a tax haven,
         except in the case of holders who are exempt from such tax.

    3.   This interest on shareholders' equity will be included in the
         computation of the compulsory dividends to be distributed by the
         company for the current fiscal year; the total amount shall include the
         dividends distributed by the Company for all the purposes of the
         Brazilian corporate legislation.

    4.   Record date for the shares negotiated on the Sao Paulo Stock Exchange
         (Bovespa) is June 15, 2005, and record date for the ADS's negotiated on
         the New York Stock Exchange (NYSE) is June 20, 2005.

    5.   The Payment of the interest on shareholders' equity in Brazil will be
         on July 15, 2005, and the holders of ADS's will be paid on July 22,
         2005, both without any compensation.

    6.   The shares will be negotiated on the Sao Paulo Stock Exchange
         (Bovespa), and New York Stock Exchange (NYSE), ex-interest right, on
         and including June 16, 2005.

    b) The increase in Embraer's capital due to the exercise of employees stock
       options from R$ 3,569,208,909.10 to R$ 3,569,927,713.84, consisting of a
       total of 719,353,760 shares without par value, of which 242,544,448 are
       common shares, including one of a special class, and 476,809,312 are
       preferred shares.


Sao Jose dos Campos, June 3, 2005

Antonio Luiz Pizarro Manso
Executive Vice-President Corporate & CFO


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