EXHIBIT 2

                                                                  [EMBRAER LOGO]


                 EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S/A

                                   RESOLUTIONS

We hereby announce that the Board of Directors of Embraer - Empresa Brasileira
de Aeronautica S/A, in a meeting held on this date, approved the following
matters:

    1)   Elected as Chairman and Deputy Chairman of the Board of Directors, Luiz
         Carlos Siqueira Aguiar and Vitor Sarquis Hallack, respectively.

    2)   Re-elected the Management, pursuant to clause III of article 20 of the
         Company's Bylaws, for the period starting May 1, 2004 through April 30,
         2007. The Board of Directors re-elected: as President & CEO, Mauricio
         Novis Botelho, Brazilian, married, engineer; as Executive
         Vice-President Corporate & CFO Antonio Luiz Pizarro Manso, Brazilian,
         married, engineer; as Executive Vice-Presidents Satoshi Yokota,
         Brazilian, married, engineer; Frederico Pinheiro Fleury Curado,
         Brazilian, married, engineer; Horacio Aragones Forjaz, Brazilian,
         divorced, engineer; Romualdo Monteiro de Barros, Brazilian, married,
         engineer; and as Vice-President Carlos Rocha Villela, Brazilian,
         married, lawyer.

    3)   Pursuant to the terms of the clause IV of article 20 of the Company's
         Bylaws, the Board of Directors proceeded to assign functions to the
         President and Vice-Presidents as follows: to the President & CEO,
         Mauricio Novis Botelho, the statutory attributions; to Antonio Luiz
         Pizarro Manso, the attributions of Executive Vice-President Corporate &
         CFO; to Satoshi Yokota, the attributions of Executive Vice-President
         Industrial Development; to Frederico Pinheiro Fleury Curado, the
         attributions of Executive Vice-President Civil Aircraft; to Horacio
         Aragones Forjaz, the attributions of Executive Vice-President Corporate
         Communication; to Romualdo Monteiro de Barros, the attributions of
         Executive Vice-President Defense Market; and to Carlos Rocha Villela,
         the attributions of Vice-President and General Counsel.


Sao Jose dos Campos, April 26, 2004.


Antonio Luiz Pizarro Manso
Executive Vice President Corporate & CFO.