EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A
                                 Listed Company
                         CNPJ/MF No. 60.208.493/0001-81


                                  CALL FOR THE
           ORDINARY AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The shareholders of EMBRAER - Empresa Brasileira de Aeronautica S/A are hereby
called to attend to the Ordinary and Extraordinary General Meeting of
Shareholders, to be held on April 28, 2003, at 9:00 AM, at the headquarters of
the Company at Avenida Brigadeiro Faria Lima, n(0) 2170, in the city of Sao Jose
dos Campos, State of Sao Paulo, Brazil, in order to discuss and vote the
following matters:

                    ORDINARY GENERAL MEETING OF SHAREHOLDERS

     1.   Approval of the Management Annual Report and of the Financial
          Statements related to the fiscal year ended December 31, 2002;
     2.   Destination of the net income of the fiscal year ended December 31,
          2002;
     3.   Election of the members of the Fiscal Committee and election of a
          Director and its Deputy for the Board of Directors as a result of
          resignation of the Director;
     4.   Determination of the remuneration of the members of the Fiscal
          Committee and of the annual global amount to be distributed to the
          Administrators;
     5.   Proposal for the change of the newspaper where the publications of the
          Company required by the Brazilian law are made.

                  EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

     1.   Capitalization of the reserve registered as "Reserve of Investments
          and Working Capital", created in the fiscal year of 2001, without the
          issue of new shares and in benefit of all the shareholders, and
          modification of the "caput" of Article 5 of the Bylaws, as a result of
          the capitalization referred to above and of the ratification by the
          Board of Directors of the new capital of the Company due to the Stock
          Options of preferred shares of Embraer.

     2.   Modification of the Article 29 of the Bylaws of the Company regarding
          the Fiscal Committee.

According to the paragraph 6 of article 124 of the Corporate Law 6404/76, as
modified by laws 9.457/97 and 10.303/01, the documents to be deliberated in the
Shareholders Meetings are available to the shareholders at the Company and at
the Sao Paulo Stock Exchange.





General Instructions

a) The Proxies related to the above referred shareholders meeting shall be
delivered at the headquarter of the Company, at the address stated hereinbefore,
at least three business days before the meetings.

b) The shareholders having its shares deposited under custody of shares, wishing
to attend to the meetings, shall present the Company on or before 48 hours from
the date of the meetings, the extract provided by the Custodian Entity
confirming their respective share status.

                     Sao Jose dos Campos, April 11th, 2003.

                                 Carlyle Wilson
                       President of the Board of Directors