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 December, 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the extent not superseded by documents or reports subsequently filed by Embraer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: December 20, 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 the
         resolutions adopted by the Board of Directors at its meeting held
         December 19, 2005.

EX-1

                                                          [EMBRAER LOGO OMITTED]



                             Notice to Shareholders


During a meeting held on December 19, 2005, the Board of Directors of Embraer -
Empresa Brasileira de Aeronautica S.A. (the "Company") approved the following

a)  received a letter dated the date hereof, from Mr. Luiz Carlos Siqueira
    Aguiar, resigning from his position as member and Chairman of the Board of
    Directors of the Company. Pursuant to Section 18, paragraph 3rd of the
    Company's by-laws, the alternate, Mr. Sergio Alvarez da Fonseca Pinho, will
    take office as effective member of the Company's Board of Directors until
    the next shareholders' meeting, when a permanent member will be appointed
    for the remainder of the term.


b)  appointed Mr. Vitor Sarquis Hallack as Chairman and Mr. Wilson Carlos Duarte
    Delfino as Vice-Chairman of the Board of Directors of the Company until
    April 30, 2007, when the terms of their predecessors would have expired.


c)  received a letter dated the date hereof, from Mr. Romualdo Monteiro de
    Barros, resigning from his position as Executive Vice-President--Defense
    Market of the Company.


d)  appointed to act as Executive Vice-President--Defense Market of the Company,
    Mr. Luiz Carlos Siqueira Aguiar, Brazilian, judicially separated, banker,
    bearer of the Identity Card RG No. 06.213.468-9-IFP/RJ, enrolled with the
    CPF/MF under No. 785.375.927-49, resident and domiciled in the City of Rio
    de Janeiro-RJ, with commercial address in the same city, at Praia do
    Botafogo, 501, 4th floor. Mr. Aguiar will take office by executing an
    appropriate term of office on January 2, 2006, when he will become the
    Company's Executive Vice-President--Defense Market until April 30, 2007,
    when the term of his predecessor would have expired. The Company's President
    will act as Executive Vice-President--Defense Market until Mr. Aguiar takes
    office.


e)  Distribution of Interest on Shareholders' Equity for the Fourth Quarter of
    2005 in the aggregate amount of R$ 112,932,099.36, in accordance with the
    conditions below:


    o    Holders of common shares will be entitled to interest on shareholders'
         equity in the amount of R$ 0.14687 per share, and holders of preferred
         shares will be entitled to interest on shareholders' equity in the
         amount of R$ 0.16155 per share, or R$ 0.64620 per American Depositary
         Share (ADS). This interest on shareholders' equity complies with the
         right of the holders of preferred shares to receive dividends in an
         amount 10% above the amount received by holders of common shares,
         according to article 17, II, a, paragraph 1, of Law 6,404/76, as
         amended by Law 10,303 dated October 31, 2001.




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

    o    This interest on shareholders' equity will be included in the
         calculation 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 purposes of the Brazilian
         corporate legislation.

    o    Record date for the shares negotiated on the Sao Paulo Stock Exchange
         (Bovespa) is December 20, 2005, and record date for the ADS' negotiated
         on the New York Stock Exchange (NYSE) is December 23, 2005.

    o    Payment of the interest on shareholders' equity in Brazil will be made
         on January 16, 2006, and to holders of ADS' will be made on January 24,
         2006, in both cases without any compensation.

    o    The Company's shares will be negotiated on the Sao Paulo Stock Exchange
         (Bovespa), and New York Stock Exchange (NYSE), ex-interest right, on
         and including December 21, 2005.

f)  The increase in the Company's capital due to the exercise of employee's
    stock options. As a result, the Company's capital goes from R$
    3,580,153,791.16 to R$ 3,584,332,731.63, consisting of a total of
    721,093,481 shares without par value, of which 242,544,448 are common
    shares, including one of a special class, and 478,549,033 are preferred
    shares.





Sao Jose dos Campos, December 19, 2005.



Antonio Luiz Pizarro Manso
Executive Vice-President Corporate and Investor Relations