December 13, 2002.

To
Mr. Roy Marmelo
Vice President
JP Morgan
60 Wall Street
New York NY
10260-0060

Fax: (1) 212 648 5576

Notice of Record Date and Payment of Interest on Shareholders' Equity related to
the Fourth Quarter of 2002 and related to the fiscal years 1998 and 1999.

The Board of Directors of Embraer - Empresa Brasileira de Aeronautica S.A. (the
"Company"), at a meeting held on December 13, 2002 approved the distribution of
Interest on Shareholders' Equity for the Fourth quarter of 2002 in the aggregate
amount of R$ 69.973.896,99. Holders of common shares will be entitled to
interest on shareholders' equity in the amount of R$ 0.09209 per share, and
holders of preferred shares will be entitled to interest on shareholders' equity
in the amount of R$ 0.10131 per share equal to R$ 0.40524 per American
Depositary Shares (ADSs). It was also approved the distribution of Interest on
Shareholders' Equity related to fiscal years 1998 and 1999, in the aggregate
amount of R$ 72.450.404,61. Holders of common shares will be entitled to
interest on shareholders' equity in the amount of R$ 0.09536 per share, and
holders of preferred shares will be entitled to interest on shareholders' equity
in the amount of R$ 0.10489 per share equal to R$ 0.41956 per American
Depositary Shares (ADSs). The payment of these interest on shareholders' equity
will be in accordance with the following conditions:

     a.   These 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;

     b.   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;

     c.   the interest on shareholders' equity distributed 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;

     d.   record date for the shares negotiated on the Sao Paulo Stock Exchange
          (Bovespa) is December 23, 2002, and record date for the ADSs
          negotiated on the New York Stock Exchange (NYSE) is December 27, 2002;

     e.   the payment of the interest on shareholders' equity in Brazil will be
          on January 15, 2003, and the holders of ADSs will be paid on January
          23, 2003, both without any compensation.

     f.   the shares will be negotiated on the Sao Paulo Stock Exchange
          (Bovespa), and New York Stock Exchange (NYSE), ex-interest right, on
          and including December 24, 2002.




Due to the current floating exchange rate, the Company can not predict a
specific dollar amount from the conversion of the value into U.S. Dollar at the
time of payment thereof.

Do not hesitate to contact me at the phone number (55 12) 3927 1083 or Gustavo
Poppe at the phone number (55 12) 3927 1106, if you have any question.


Sincerely,

/s/ Carlos Rocha Villela
Carlos Rocha Villela
Legal Council & Executive Vice President


Copy: Mr. Marcos Rivero - Fax (1) 212 648 5576
Copy: Ms. Maria Aparecida Simionato - Fax (11) 3247 5901
Copy: Ms. Heidi Mortensen/Claire Horgan - Fax: (1) 212-848-7179