Exhibit 1.1



                             COMPANHIA DE BEBIDAS
                             DAS AMERICAS - AMBEV

                            A PUBLICLY-HELD COMPANY
                          CNPJ No. 02.808.708/0001-07
                            NIRE No. 3.530.015.770

             EXHIBIT 1 TO THE MINUTES OF THE EXTRAORDINARY GENERAL
                       MEETING HELD ON OCTOBER 8, 2002


                                    BY-LAWS


                                   CHAPTER I
                   NAME, HEADQUARTERS, PURPOSE AND DURATION


CLAUSE 1 - COMPANHIA DE BEBIDAS DAS AMERICAS - AMBEV is a joint-stock company
(sociedade por acoes), which shall be governed by these Bylaws and by
applicable law.

CLAUSE 2 - The Company shall have its headquarters and jurisdiction in the
City of Sao Paulo, State of Sao Paulo. Branches, offices, deposits or
representation agencies may be opened, maintained and closed elsewhere in
Brazil or abroad, by resolution of the Board of Directors, for achievement of
the Company's purposes.

CLAUSE 3 - The object of the Company, either directly or by participation in
other companies, is:

     a)   the production and trading of beer, concentrates, soft drinks and
          other beverages;

     b)   the production and trading of raw materials required for the
          industrialization of beverages and byproducts, such as malt, barley,
          ice, carbonic gas, as well as apparatus, machinery, equipment, and
          anything else that may be necessary or useful for the activities
          listed in item (a) above;

     c)   the packaging and wrapping of any of the products belonging to it or
          to third parties;

     d)   the agricultural cultivation and promotion activities in the field
          of cereals and fruits which are the raw material used by the Company
          in its industrial activities, as well as in other sectors that
          require a more dynamic approach in


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          the exploration of the virtues of the Brazilian soil, mainly in the
          food and health segments;

     e)   The beneficiation, expurgation and other phytosanitary services, and
          industrialization of products resulting from the activities listed
          in item (d) above, either for meeting the purposes of its industry
          or for trading of its byproducts;

     f)   the advertising of products belonging to it and to third parties,
          and the trading of promotional and advertising materials;

     g)   the rendering of technical, market and administrative assistance
          services and other services directly or indirectly related to the
          core activities of the Company;

     h)   the importation of anything necessary for its industry and trade;

     i)   the exportation of its products;

     j)   the direct or indirect exploration of bars, restaurants,
          luncheonettes and similar places; and

     k)   the sale and/or distribution of its products and the products of its
          controlled companies, either directly or through third parties,
          utilization of the means of transport required for distribution of
          its products, byproducts and accessories, and adoption of any system
          or instruction that, at the discretion of the Board of Directors,
          may lead to the envisaged purposes.

     Sole Paragraph - Additionally to the provisions of the main section of
     this Clause, the Company may participate in or associate itself with
     other commercial and civil companies, as partner, shareholder or
     quotaholder, in Brazil or abroad.

CLAUSE 4 - The Company is established for an indeterminate period of time.


                                  CHAPTER II
                           SHARE CAPITAL AND SHARES

CLAUSE 5 - The Share Capital is three billion forty six million, two hundred
and forty-three thousand, five hundred and ninety-eight reais and fifty-two
centavos (R$ 3,046,243,598.52), divided into thirty-eight billion, six hundred
and twenty million, seven hundred and twenty nine thousand, seven hundred and
forty-three (38,620,729,743) shares, of which twenty-two billion, eight
hundred and twenty-four million, eight hundred and twenty-six thousand and
five hundred and ninety-five (22,824,826,595) are preferred shares and fifteen
billion, seven hundred and ninety-five million, nine hundred and three


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thousand, one hundred and forty-eight (15,795,903,148) are common shares,
without par value.

     PARAGRAPH 1 - Each common share shall be entitled to one vote in the
     resolutions of the General Meeting.

     PARAGRAPH 2 - The Company shares are in the book-entry form, and shall be
     held in a deposit account in the name of the respective holders, with a
     financial institution indicated by the Board of Directors.

     PARAGRAPH 3 - The Company may suspend the services of transfer and
     splitting of shares and certificates in accordance with the General
     Meeting's determination, provided that this suspension does not exceed
     ninety (90) intercalary days during the fiscal year or fifteen (15)
     consecutive days.

CLAUSE 6 - Preferred shares:

     a)   shall not be entitled to voting rights and may not be converted into
          common shares;

     b)   shall have preference in capital reimbursement in the event of
          liquidation of the Company; and

     c)   shall have the right to receive cash dividends 10% higher than those
          paid to common shares.

CLAUSE 7 - Nonvoting preferred shares may represent up to two thirds (2/3) of
the total shares issued by the Company.

CLAUSE 8 - The Company is authorized, up to the maximum limit permitted by
law, to create and/or issue, as a result of subscription, stock dividends or
splitting, new classes of preferred shares, voting or nonvoting, even if
entailing more benefits than those previously existing, and establish their
respective preferences, advantages, conditions for redemption, amortization or
conversion.

       PARAGRAPH 1 - The Company may increase the number of preferred shares
       of any class, irrespective of whether the proportion with the other
       classes of preferred shares or common shares is maintained, and further
       increase the common shares without observing the proportion with
       preferred shares.

       PARAGRAPH 2 - Nonvoting preferred shares entitled to fixed or minimum
       dividends, when issued, shall be entitled to exercise such right if the
       Company fails to pay the fixed or minimum dividends to which it may be
       entitled during three consecutive fiscal years, which right shall be
       maintained until payment, if such dividends are non-cumulative, or
       until the cumulative dividends in arrears have been paid, all in
       accordance with paragraph 1 of article 111 of Law 6404/76.

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CLAUSE 9 - The compensation dealt with in article 35, paragraph 3 of Law
6404/76 may be charged to the shareholders, with due regard for the maximum
caps established by the Securities Commission.

CLAUSE 10 - The Company is authorized to increase its share capital up to the
limit of forty-five billion (45,000,000,000) shares, irrespective of an
amendment to the By-laws, by resolution of the Board of Directors, which shall
resolve on the paying-up conditions, the characteristics of the shares to be
issued and the issue price, and shall establish whether the increase shall be
carried out by public or private subscription.

CLAUSE 11 - The issue of shares, debentures convertible into shares and
subscription bonds, the placement of which shall be made (i) by sale on the
stock exchange; (ii) by public subscription; or (iii) for share swap, in a
public offering for acquisition of control which, under the terms of articles
257 and 263, of Law 6404/76, may be carried out with exclusion of the
preemptive right or with reduction in the period which is addressed in article
171, paragraph 4 of Law 6404/76.

CLAUSE 12 - The Board of Directors may, based on a plan approved by the
General Meeting, grant call options to management, employees or individuals
that render services to the Company or companies under its control.

CLAUSE 13 - Failure by the subscriber to pay the subscribed value, on the
conditions set forth in the bulletin or call shall cause it to be considered
in default by operation of law, for purposes of articles 106 and 107 of Law
6404/76, subjecting it to the payment of the amount in arrears, adjusted for
inflation according to the variation in the General Market Price Index (IGP-M)
in the shortest period permitted by law, in addition to interest at twelve
percent (12%) per year, pro rata temporis, and a fine corresponding to ten
percent (10%) of the amount in arrears, duly updated.


                                  CHAPTER III
                               GENERAL MEETINGS

CLAUSE 14 - The General Meeting has the power to decide on all businesses
related to the object of the Company and to take any resolutions it may deem
advisable for its protection and development.

CLAUSE 15 - General Meetings shall be convened and presided over by the
shareholders then chosen, which may appoint up to two secretaries.

CLAUSE 16 - Any resolutions of the General Meetings, except for the cases
contemplated by law, shall be taken by an absolute majority of votes,
excluding any blank votes.

CLAUSE 17 - Annual General Meetings shall be held within the first four months
after the end of the fiscal year, and shall decide on matters under their
authority, as set forth in law.

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CLAUSE 18 - Extraordinary General Meetings shall be held whenever the
interests of the Company so require, as well as in the events established in
law and in these By-laws.


                                  CHAPTER IV
                           MANAGEMENT OF THE COMPANY

CLAUSE 19 - The Company shall be managed by a Board of Directors and an
Executive Committee, pursuant to law and these By-laws.

     PARAGRAPH 1 - The General Meeting shall establish the aggregate
     compensation of Management, which shall be apportioned by the Board of
     Directors, as provided for in Clause 25 hereof.

     PARAGRAPH 2 - The management and members of the Consulting Committee must
     take part in the Manual for Disclosure and Information Use and Policies
     for Trading Securities Issued by the Company, by signing the Declaration
     of Compliance

                                   SECTION I
                              BOARD OF DIRECTORS

CLAUSE 20 - The Board of Directors shall be composed of three (3) to fifteen
(15) sitting members, all shareholders, with two (2) to fifteen (15)
alternates, bound or not to a specific sitting Board Member, who shall be
elected by the General Meeting and be dismissed thereby at any time, with a
term of office of three (3) years, reelection being permitted.

     PARAGRAPH 1- Subject to the main section of this clause, the number of
     members that will make up the Board of Directors in each management
     period shall be previously established at each General Meeting whose
     agenda includes election of the members of the Board of Directors, and
     this matter shall be forwarded by the Chairman of the Meeting.

     PARAGRAPH 2- Besides the Audit Committee, whose function is mandatory,
     the Board of Directors may determine the creation of other committees
     composed of members of the Board of Directors, defining, in both cases,
     the respective composition and specific functions; the mentioned
     committees will be in charge of analyzing and discussing the matters
     attributed to its competence, as well as of the elaboration of proposals
     and recommendations for the deliberation of the Board..

     PARAGRAPH 3- The members of the Board of Directors shall be invested in
     office upon the signing of the respective instrument, drawn up in the
     proper book, and shall remain in office until they are replaced by their
     successors.

     PARAGRAPH 4- The member of the Board of Directors shall have an
     indisputable reputation, and cannot be elected, unless waived by the
     General Meeting, if (i) occupies a position in companies that can be
     considered as a competitor of the


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     Company, or (ii) has or represents a conflicting interest with the
     Company; the voting rights of the Member of the Board cannot be exercised
     in case the same preventing are configured.

     PARAGRAPH 5- It is prohibited, in the form of article 111, paragraph 1 of
     Law 6404/76 the exercise of the voting rights in the election of the
     Members of the Board of Directors in circumstances that characterize
     conflict of interest with the Company.

CLAUSE 21 - The Board of Directors shall have two (2) Co-chairmans, with
identical prerogatives and duties, who shall be elected by the majority vote
of its members, immediately after investiture of such members.

CLAUSE 22 - The Board of Directors shall meet, ordinarily, at least once every
month and, extraordinarily, whenever necessary, upon call by any of its
Co-chairmans or by the majority of its members, through letter, telegram or
personally, with at least 24 (twenty-four) hours in advance.

CLAUSE 23 - The Board of Directors shall be convened, operate and pass valid
resolutions by the favorable vote of the majority of its members present in
the meeting.

     PARAGRAPH 1 - In the event of a tie in the resolutions of the Board of
     Directors, the Co-chairmans shall not have the casting vote, except their
     own personal votes.

     PARAGRAPH 2 - The Member of the Board shall not have access to
     information or take part in meetings of the Board related to matters in
     which it has conflicting interests with the Company.

CLAUSE 24 - In the case of permanent absence or impediment of any Director,
the alternate Director shall fill the vacant office until the next General
Meeting, at which time the substitute Director shall be elected to complete
the term of office of the absent or impeded Director.

     SOLE PARAGRAPH - In the event of temporary absence or impediment, the
     members of the Board of Directors shall be replaced by the respective
     alternates, or in the absence thereof, by another Director appointed for
     such purpose by the absent Director. In this latter case, the Director
     that is replacing the absent or impeded Director shall cast the vote of
     the absent Director in addition to his own vote.

CLAUSE 25 - The Board of Directors shall resolve on the matters listed below:

     a)   establish the general policy of the Company's business, approving
          the guidelines, corporate policies and basic objectives for all the
          main areas of performance of the Company;

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     b)   approve the annual investment budget of the Company;

     c)   approve the five-year strategic plan of the Company;

     d)   elect and dismiss the Company's Officers, and set their
          attributions;

     e)   supervise the management of the Executive Committee, review at any
          time the books and documents of the Company, and request information
          regarding any acts executed or to be executed by the Company;

     f)   attribute, from the aggregate value of the compensation established
          by the General Meeting, the monthly fees of each of the members of
          the Company's Management;

     g)   define the general criteria on compensation and benefit policy
          (fringe benefits, participation in profits and/or sales) for the
          management and senior employees (namely, superintendents or
          employees in equivalent direction positions) of the Company;

     h)   appoint the Company's independent auditors;

     i)   resolve on the issue of shares and warrants, within the limit of the
          authorized capital of the Company;

     j)   provide a previous manifestation on the management's report, the
          Executive Committee's accounts, the financial statements for the
          fiscal year, and review the monthly balance sheets;

     k)   submit to the General Meeting the form of allocation of the net
          profits for the year;

     l)   call Annual General Meetings and, whenever it may deem advisable,
          Extraordinary General Meetings;

     m)   approve any business or agreements between the Company and/or any of
          its controlled companies, management and/or shareholders (including
          any

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          direct or indirect partners of the Company's shareholders),
          without impairment of item "q" below;

     n)   approve the creation, acquisition, assignment, transfer, encumbering
          and/or disposal by the Company, in any way whatsoever, of shares,
          quotas and/or any securities issued by any company controlled by the
          Company;

     o)   approve the contracting by the Company of any debt in excess of ten
          percent (10%) of the Company's shareholders' equity reflected on the
          latest audited balance sheet; this amount shall be considered per
          individual transaction or a series of related transactions;

     p)   approve the execution, amendment, termination, renewal or
          cancellation of any contracts, agreements or similar instruments
          involving trademarks or deposited in the name of the Company or any
          of its controlled companies;

     q)   approve the granting of loans and rendering of guarantees of any
          kind by the Company for amounts exceeding one percent (1%) of the
          shareholders' equity of the Company reflected on the latest audited
          balance sheet, to any third party, except (i) in favor of any
          employees of the Company and companies controlled thereby, and (ii)
          in favor of any companies controlled by the Company;

     r)   approve the execution by the Company of any long-term agreements
          (i.e., agreements executed for a term exceeding one year), involving
          an amount in excess of five percent (5%) of the shareholders' equity
          of the Company, as shown on the latest audited balance sheet; this
          amount shall be considered per individual transaction or a series of
          related transactions;

     s)   resolve on the Company's participation in other companies, as well
          as on any participation in other undertakings, including through a
          consortium or special partnership;

     t)   resolve on the suspension of the Company's activities, except in the
          cases of stoppage for servicing of its equipment;

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     u)   authorize the acquisition of shares of the Company to be kept in
          treasury, be canceled or subsequently disposed of, with due regard
          for applicable law;

     v)   resolve on the issuance of trade Promissory Notes for public
          distribution, pursuant to CVM Ruling No. 134;

     w)   resolve on the issuance of unconvertible debentures not bearing
          collateral, under the terms of article 59 paragraph 1 of Law 6404/76

     x)   authorize the disposal of fixed assets, expect for the ones mention
          in item "n" of this clause, and the constitution of collateral in an
          amount greater than 1% (one percent) of the shareholders' equity as
          figures in the latest audited balance sheet. This amount will be
          considered per single or group of correlated transactions;

     y)   perform the other legal duties assigned thereto at the General
          Meeting or in these By-laws; and

     z)   resolve on any cases omitted by these By-laws and perform other
          attributions not conferred on another body of the Company by the law
          or these By-laws.

     PARAGRAPH 1 - The decisions of the Board of Directors shall be recorded
     in minutes, which shall be signed by those present in the meeting.

     PARAGRAPH 2 - Any favorable vote cast by a Company representative in
     connection with any resolution on the matters listed above, in General
     Meetings and in other corporate bodies of the companies controlled by the
     Company, either directly or indirectly, shall be conditional on the
     approval of the Board of Directors of the Company.

                                  SECTION II
                              EXECUTIVE COMMITTEE

CLAUSE 26 - The Executive Committee shall be composed of two (2) to fifteen
(15) members, who need not be shareholders, one of whom shall be the General
Officer and the others Officers without specific title, all elected by the
Board of Directors and dismissed thereby at any time, with a term of office of
three (3) years, reelection being permitted.

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     PARAGRAPH 1 - In the event of absence or impediment of any Officer, the
     Board of Directors shall elect the new Officer or designate a substitute,
     establishing in either case the term of office and respective
     compensation.

     PARAGRAPH 2 - The Executive Committee shall carry out the duties assigned
     thereto by the law, the By-laws and the Board of Directors for
     performance of the acts required for the regular operation of the
     Company.

     PARAGRAPH 3 - The Officers shall be invested in office upon signing of
     the respective instrument, drawn up in the proper book, and shall remain
     in office until they are replaced by their successors.

CLAUSE 27 - The Executive Committee shall be presided over by the General
Officer and shall meet whenever necessary, upon call of the General Officer,
who shall also chair the Meeting.

     PARAGRAPH 1 - The Meeting shall be installed with the presence of
     Officers representing the majority of the members of the Executive
     Committee.

     PARAGRAPH 2 - In the Executive Committee meetings, the General Officer
     shall have the casting vote, in the event of a tie.

CLAUSE 28 - The minutes of the meetings and the resolutions of the Executive
Committee shall be recorded in the proper book.

CLAUSE 29 - The General Officer shall specifically:

     a)   submit to the approval of the Board of Directors the work plans and
          annual budgets, investment plans and new expansion programs of the
          Company, arranging for execution thereof on the approved terms;

     b)   prepare the operating strategies and guidelines of the Company, as
          well as establish the criteria for execution of the resolutions of
          the General Meeting and the Board of Directors, with the
          participation of the other Officers;

     c)   supervise all activities of the Company, ensuring that the corporate
          purposes be fulfilled in the most suitable manner;

     d)   coordinate and direct the activities of the Executive Committee;

     e)   exercise any other duties conferred thereon by the Board of
          Directors.

CLAUSE 30 - The other Officers shall, without specific designation, exercise
their functions as defined in the Meeting of the Board of Directors, which
shall establish specific denominations for their positions. :

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CLAUSE 31 - The Documents involving the Company in any commercial, banking,
financial or equity liability, such as agreements in general, check
endorsements, promissory notes, bills of exchange, trade bills and any credit
instruments, debt acknowledgments, granting of aval guarantees and sureties,
credit facility agreements, acts performed by branches, ad negocia and ad
judicia powers of attorney, and any other acts creating any liability for the
Company or waiving third-party obligations or obligations to the Company,
shall be valid upon the signature of two members of the Executive Committee.

     PARAGRAPH 1 - Signing of the documents listed above may be delegated, and
     may be signed by an attorney-in-fact jointly with a member of the
     executive committee, or by two attorneys-in-fact, jointly, provided that
     the instruments of power of attorney appointing these attorneys-in-fact
     are signed by two Officers.

     PARAGRAPH 2 - The Company shall be represented, individually, by any of
     the Officers, without the formalities set out in this Clause, as regards
     receipt of service of process or judicial notices and rendering of
     personal deposition.

     PARAGRAPH 3 - The Executive Committee, represented in the form set forth
     in this clause, is responsible, independent from deliberations of the
     Board of Directors, for the activities referred to in items "o", "q", "r"
     and "x" of Cause 25, excluding the exceptions or amounts below the
     established limits.


                                  SECTION III
                             CONSULTING COMMITTEE

CLAUSE 32 - The Company may have a Consulting Committee composed by 3 (three)
to 15 (fifteen) effective members, shareholders or not, without management
position, operating with a permanent capacity, all elected by the Board of
Directors and dismissed thereby at any time, with a term of office of three
(3) years, reelection being permitted..

     PARAGRAPH 1 - The Board of Directors, upon election of the Members of the
     Consulting Committee, will fix their compensation and indicate the
     Chairman of the Consulting Committee.

CLAUSE 33 - The Consulting Committee is a body entitled to advise management
in a reserved manner, if and when solicited:

     a)   pronounce before the General Meeting and the Board of Directors on
          the acts and the fulfillment of the statutory legal duties of
          management;
     b)   pronounce on the management's annual report;

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     c)   pronounce on the proposals of the administrative bodies to be
          subjected to the General Meeting;
     d)   transmit to the Board of Directors information and technical,
          economic, industrial or commercial data relating to the objectives
          of the Company, presenting suggestions and recommendations; and
     e)   pronounce on the Company's issues or businesses that were submitted
          to its examination.

     PARAGRAPH 1 - The Members of the Consulting Committee may be called to
     attend the meetings of the Board of Directors.

     PARAGRAPH 2 - The same obligations and prohibitions imposed by law and by
     these By-Laws to the management of the Company are applicable to the
     members of the Consulting Committee.

     PARAGRAPH 3 - In the event of vacancy of position or impediment of any
     member of the Consulting Committee, the Board of Directors shall elect
     the new Member or designate a substitute, establishing in either case the
     term of office.

CLAUSE 34 - The Consulting Committee shall meet at least once every semester
or when called by the Board of Directors, by letter or telegram, with at least
24 (twenty-four) hours in advance.

     PARAGRAPH 1 - The meetings of the Consulting Committee shall occur with
     the presence of the majority of its members, and the deliberations taken
     by the favorable vote of the majority of its members present in the
     meeting

     PARAGRAPH 2 - The meetings shall be conducted by the Chairman of the
     Consulting Committee.



                                   CHAPTER V
                                AUDIT COMMITTEE

CLAUSE 35 - The Company's Audit Committee, which shall be made up of three to
five members and a like number of alternates, shall operate in a provisional
capacity and shall only be elected and installed by the General Meeting at the
request of the shareholders, in accordance with applicable law, for a yearly
term.

     PARAGRAPH 1 - The Audit Committee shall only be allowed to operate with
     the presence of the majority of its members.

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     PARAGRAPH 2 - The Audit Committee shall elect its chairman in the first
     meeting held after its installation.

     PARAGRAPH 3 - The Audit Committee shall have the duties conferred thereon
     by the By-laws and the law.

     PARAGRAPH 4 - Paragraph 2, article 19 of these By-Laws is applicable to
     the members of the Audit Committee.

CLAUSE 36 - The Audit Committee shall cease its operation at the first Annual
General Meeting following its installation, and its members may be reelected.

CLAUSE 37 - The compensation of the Audit Committee's members shall be
established by the General Meeting that elects them.


                                  CHAPTER VI
                   FINANCIAL YEAR, BALANCE SHEET AND PROFITS

CLAUSE 38 - The financial year shall have the duration of one year, and shall
end on the last day of December each year.

CLAUSE 39 - At the end of each financial year, the financial statements
established in law shall be drawn up in accordance with the Company's
bookkeeping.

     PARAGRAPH 1 - The Board of Directors may determine that balance sheets be
     drawn up half-yearly or at shorter periods and approve the distribution
     of dividends based on the profits ascertained in such balance sheet,
     subject to the provisions of article 204 of Law 6404/76.

     PARAGRAPH 2 - At any time, the Board of Directors may also resolve on the
     distribution of interim dividends to the account of accrued profits or
     reserves of existing profits shown on the latest yearly or half-yearly
     balance sheet.

     PARAGRAPH 3 - The Executive Committee, upon prior consultation with the
     Board of Directors and the Audit Committee, may determine the amount of
     interest to be paid or credited to the shareholders, as interest on net
     equity, according to article 9 of Law 9249/95, as amended by Law 9430/96.

     PARAGRAPH 4 - The interim dividends and interest on net equity shall
     always be considered as an advance on the minimum mandatory dividends.

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CLAUSE 40 - From the profits ascertained in each year, accumulated losses and
a provision for income tax shall be deducted prior to any other distribution.

     PARAGRAPH 1 - Over the amount ascertained as provided for in the main
     section of this Clause, it will be calculated:

     a)   the statutory participation of the Company's employees up to the
          maximum limit of 10% (ten percent), to be distributed according to
          the parameters to be established by the Board of Directors;

     b)   the statutory participation of the management, up to the maximum
          legal limit.

     PARAGRAPH 2 - Over the amount ascertained as provided for in the main
     section of this Clause, it might be calculated, in addition, up to the
     limit of 10% (ten percent), a contribution for the purpose of meeting the
     charges of the assistance foundation for employees and management of the
     Company and its controlled companies, with due regard for the rules
     established by the Board of Directors to this effect.

     PARAGRAPH 3 - The following allocations shall be made from the net
     profits for the year, obtained after the deductions dealt with in the
     previous paragraphs:

     a)   five percent (5%) shall be allocated to the legal reserve, up to
          twenty percent (20%) of the paid-up share capital or the limit
          established in article 193, paragraph 1 of Law 6404/76;

     b)   from the net profit balance for the year, obtained after the
          deduction mentioned in item (a) of this Clause and adjusted pursuant
          to article 202 of Law 6404/76, twenty-seven point five percent
          (27.5%) shall be allocated to pay the mandatory dividend to all its
          shareholders;

     c)   an amount not lower than five percent (5%) and not higher than
          sixty-eight point eight seven five percent (68.875%) of the net
          profits, shall be allocated to the formation of an Investment
          Reserve, for the purpose of financing the expansion of the
          activities of the Company and its controlled companies, including
          through subscription of capital increase or the creation of new
          undertakings.

     PARAGRAPH 4 - The reserve set out in item (c) of paragraph 2 may not
     exceed eighty percent (80%) of the share capital. Upon reaching this
     limit, the General Meeting shall resolve either to distribute the balance
     to the shareholders or increase the share capital.


                                  CHAPTER VII
                  LIQUIDATION, WINDING-UP AND EXTINGUISHMENT

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CLAUSE 41 - The Company shall be liquidated, wound up and extinguished in the
cases contemplated by law or by resolution of the General Meeting.

     PARAGRAPH 1 - The manner of liquidation shall be determined at a General
     Meeting, which shall also elect the Audit Committee that will operate in
     the liquidation period.

     PARAGRAPH 2 - The Board of Directors shall appoint the liquidator,
     establish its fees and determine the guidelines for its operation.


                                 CHAPTER VIII
                                 MISCELLANEOUS

CLAUSE 42 - The dividends attributed to the shareholders shall be paid within
the legal time frames, and monetary adjustment and/or interest shall only be
assessed if so determined by the General Meeting.

     SOLE PARAGRAPH - The dividends not received or claimed shall lapse within
     three years from the date on which they were placed at the disposal of
     the shareholder, and shall inure to the benefit of the Company.

CLAUSE 43 - The percentage of the minimum mandatory dividend, established in
item (b) of paragraph 2 of Clause 40 of these By-laws, may not be reduced
during the period of thirty (30) days after July 1, 1999.

CLAUSE 44 - The Company shall comply with the shareholders' agreements
registered as provided for in article 118 of Law 6404/76, and the respective
management shall refrain from registering transfers of shares in violation of
the respective terms and the Chairman of the General Meeting shall refrain
from computing votes unfavorable to such agreements.

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                                     AmBev

                    COMPANY DE BEBIDAS DAS AMERICAS - AMBEV
                      TAX ID CNPJ/MF: 02.808.708/0001-07
                             NIRE: 35.300.157.770
                          Publicly Traded Corporation

Minutes of the Regular and Special Shareholder's Meetings of Companhia de
Bebidas das Americas - AmBev ("Company"), held cumulatively on the 25th of
April of 2003, transcribed in summary form:

1.   DATE, HOUR AND VENUE: On the 25th of April of 2003, at 3:00 PM (three
     o'clock PM) in the Company's headquarters, located at Rua Renato Paes de
     Barros, No. 1.017, 4o. floor (part), suites 41 and 42, of the
     Corporate Park Building, Itaim Bibi, in the City and State of Sao Paulo.

2.   CALL FOR MEETING: Public Notice published in the "State of Sao Paulo
     Register" on: the 25th of March of 2003, page 24; the 26th of March of
     2003, page 30; and on the 27th of March of 2003, page 77, and in the
     newspaper "Gazeta Mercantil" - Nationwide Edition on the 25th, 26th and
     27th of March of 2003, page B-3.

3.   ATTENDEES: Shareholders representing more than 77.41% of the voting
     capital stock, and shareholders representing 61.41% of the preferred
     shares of the Company, as evidenced by the signatures on the "
     Shareholder's Attendance Book". Also in attendance were the Co-Chairman
     of the Board of the Company, Mr. Victorio Carlos De Marchi; the
     representative of PricewaterhouseCoopers Independent Auditors, CRC
     2SP000160/0-5, Mr. Paulo Cesar Estevao Netto, CRC 1 RJ 026365/T-6 "T" SP
     002331 and the Statutory Audit Counselor, Mr. Ricardo Scalzo and the
     substitute members Mr. Ary Waddington and Jose Fiorita as provided for by
     law.

4.   MEETING BOARD: Chairman, Mr. Victorio Carlos De Marchi and Secretaries,
     Mr. Paulo Cezar Aragao and Ms. Luciana Lima da Silva.

5.   DECISIONS: The shareholders representing more than 2/3 (two thirds) of
     the Company's voting capital stock, that attended the meetings, with the
     absence of the legally prohibited, decided as follows:

     5.1. To authorize drawing up the Minutes related to the Annual Regular
     and Special Shareholder's Meetings in form of summary, and publishing
     them, with the omission of the signatures of the shareholders in
     attendance, as provided for in Article 130 and its sections, of Law n.
     (o.) 6404/76;

     5.2. IN THE ANNUAL REGULAR SHAREHOLDER'S MEETING:

     (i) to approve, with no opposing vote, after review and discussion, the
     annual report and the Administration accounts, as well as the financial
     statements related to the fiscal

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     year ended on the 31st of December of 2002, accompanied by the reports
     issued by the Audit Board and independent auditors, timely published, in
     full, in the "State of Sao Paulo Register", on the 25th of February of
     2003, and in the newspapers "Gazeta Mercantil" - Nationwide Edition and
     "Valor Economico", on the 24th of February of 2003, and in summary, in
     the following newspapers: "O Estado de S. Paulo", "Folha de Sao Paulo",
     "Jornal do Brasil" and "O Globo", on the 24th of February of 2003;

     (ii) to ratify, with no opposing vote, the destination of the net profit
     shown in the approved financial statements, changing only the destination
     of the amount of R$ 853,215,871.87 (eight hundred and fifty three
     million, two hundred and fifteen thousand and eight hundred and seventy
     one Reais and eighty seven cents), originally accounted for as a credit
     in the account "Reserve for Capital Increase", destinating such value to
     the account "Reserve for Investments" foreseen in the the company's
     bylaws, as well as to ratify the distribution of results approved by the
     Board of the Company in meetings held (a) on the 26th of September of
     2002, equivalent to R$ 3.9700 per lot of one thousand common shares and
     R$ 4.3670 per lot of one thousand preferred shares and (b) on the 6h of
     February of 2003, equivalent to R$ 8.4300 per lot of one thousand common
     shares and R$ 9.2730 per lot of one thousand preferred shares, both as
     anticipation of the mandatory minimum dividend, making sure that such
     dividends correspond to 35.01% of the net income of the year 2002,
     adjusted in the form of article 202, of the Law No. 6404/76;

     (iii) to ratify, against the vote of ADR shareholders representing
     390,000 common shares, represented by the local custody Bank, the global
     amount of the compensation paid to the Company administrators in the year
     2002, as consigned in the financial statements, and to determine the
     global amount of monthly compensation to the Company administrators for
     the year 2003 in the same amount approved in the Annual Shareholder's
     Meeting held in 2002, restated according to the General Price Index
     -IGPM, disclosed by the Getulio Vargas Foundation, being the Board of the
     Company responsible for its distribution, as per Article 25, paragraph
     "f", of the Company'sbylaws;

     (iv) to determine the installation of the Statutory Audit Committee of
     the Company for the current year of 2003 and appoint for the positions of
     regular members of the Statutory Audit Committee, with term of office up
     to the Annual Shareholder's Meeting that will decide on the financial
     statements of the business year ending on December 31 st, 2003, the
     following gentlemen:

          (1) ANTONIO LUIZ BENEVIDES XAVIER, Brazilian, married, economist,
          bearer of the ID Card IFP/RJ No. 04819908-7, enrolled in the Tax
          Authority Enrollment Number (CPF/MF) under No. 734,083,797-34,
          domiciled in the city and State of Rio de Janeiro; and his
          respective substitute, Luiz de Santa Ritta Matta, Brazilian,
          married, Economist, bearer of the ID Card No. 7762 Corecon/RJ,
          enrolled in the Tax Authority Enrollment Number (CPF/MF) under No.
          011,961,207-06, domiciled in the city and State of Rio de Janeiro;
          appointed and elected, by separate vote, by shareholders of
          preferred shares representing 9.28% of the capital stock;

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          (2) EVERARDO DE ALMEIDA MACIEL, Brazilian, married, geologist bearer
          of the ID Card SSP/PE No. 620459, enrolled in the Tax Authority
          Enrollment Number (CPF/MF) under No. 018,711,614-87, domiciled at
          SQS 316, BI F, ap. 201, Brasilia/DC; and his respective substitute,
          Ricardo Scalzo, Brazilian, married, auditor, bearer of the ID Card
          No. 2533933 IFP/RJ, enrolled in the Tax Authority Enrollment Number
          (CPF/MF) under No. 370,933,557-49, domiciled and resident in the
          city and State of Sao Paulo;

          (3) LUIZ FERNANDO MUSSOLINI, Brazilian, married, accountant, bearer
          of the ID Card No. 784948, enrolled in the Tax Authority Enrollment
          Number (CPF/MF) under No. 005,792,548-87, domiciled in the city and
          State of Sao Paulo; and his respective substitute Jose Fiorita,
          Brazilian, married, accountant bearer of the ID Card No. 1450638,
          enrolled in the Tax Authority Enrollment Number (CPF/MF) under No.
          001,041,598-04, domiciled and resident in the city and State of Sao
          Paulo; having the holders and respective substitutes indicated in
          sub paragraphs (2) and (3) herein being appointed and elected by
          shareholders holding common shares representing more than 2/3 (two
          thirds) of the Company's voting capital stock;

     (v) to determine the amount of the monthly compensation of the regular
     members of the Statutory Audit Committee of the Company, as per article
     162, ss.3 rd of the Law No. 6404/76;

     5.3. IN THE SPECIAL SHAREHOLDER'S MEETING:

     (i) to verify the increase of the capital stock of the Company in R$
     77,347,438.25 (seventy seven million, three hundred and forty seven
     thousand, four hundred and thirty eight Reais and twenty five cents),
     increasing the afore said capital stock from R$ 3,046,243,598.52 (three
     billion, forty six million, two hundred and forty three thousand, five
     hundred and ninety eight Reais and fifty two cents) to R$
     3,123,591,036.77 (three billion, one hundred and twenty three million,
     five hundred and ninety one thousand, thirty six Reais and seventy seven
     cents), through the issuance of 259,007,457 (two hundred and fifty nine
     million, seven thousand, four hundred and fifty seven) preferred shares,
     without face value, for private subscription, exclusively to comply with
     the provisions of the company's Stock Option Plan s for the company's
     Directors and employees, as approved by the Special Shareholder's Meeting
     of the 14th of September of 2000, in the terms of article 168, ss.3 rd of
     the Law No. 6404/76, consigning that the subscribed shares as prescribed
     in the current item, represent 0.67% of the capital stock of the Company,
     against the vote of ADR holding shareholders, representing 4,852,800
     common shares and abstention of holders of ADRs representing 390,000
     voting shares, represented through the local custody Bank, and abstention
     of the shareholders Lumina Fundo de Investimento em Agoes (Lumina Shares
     Investment Fund) Lumina II Fundo de Investimento em Agoes (Lumina II
     Shares Investment Fund), Dynamo Puma Fundo de Investimentos em Agoes - CL
     (Dynamo Puma - Shares Investment Fund), Dynamo Cougar Fundo Mutuo de
     Investimentos em Agoes - CL (Dynamo Cougar Mutual Fund of Investment in
     Shares) and Classe A Fundo de Investimentos em Agoes (Classe A Shares
     Investment Fund);

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     (ii) to approve the cancellation of 342,917,288 (three hundred and forty
     two million, nine hundred and seventeen thousand, two hundred and eighty
     eight) treasury shares issued by the Company and held in treasury, being
     60,049,307 (sixty million, forty nine thousand, three hundred and seven)
     common shares and 282,867,981 (two hundred eighty two million, eight
     hundred and seventy seven thousand, nine hundred and eighty one)
     preferred shares, without decreasing the capital stock, with the
     abstention of ADR shareholders, representing 370,000 common shares,
     represented by the local custody Bank;

     (iii) in light of the determinations decided above, to modify the caput,
     of Article 5 of the company's bylaws , which shall be in force with the
     following wording, maintaining unaltered its respective paragraphs,
     against the vote of ADR holding shareholders, representing 4,872,800
     common shares, and the abstention of ADR holding shareholders
     representing 370,000 common shares represented by the local custody Bank:

          "ARTICLE 5 - The Capital Stock is R$ 3,123,591,036.77 (three
          billion, one hundred and twenty three million, five hundred and
          ninety one thousand and thirty six Reais and seventy seven cents),
          divided in 38,536,819,912 (thirty eight billion, five hundred and
          thirty six million, eight hundred and nineteen thousand, nine
          hundred and twelve) shares, being 15,735,853,841 (fifteen billion,
          seven hundred and thirty five million, eight hundred and fifty three
          thousand, eight hundred and forty one) common shares and 22, 800,
          966, 071( twenty two billion, eight hundred million, nine hundred
          and sixty six thousand, seventy one) preferred shares without face
          value."

     (iv) to approve the consolidation ofcompany's bylaws, due to the
     amendment set forth herein before, that shall be in force with the
     wording in Attachment I hereto, against the vote of ADR holding
     shareholders representing 4,852,800 common shares represented by the
     local custody Bank and of the shareholders Capital Guardian Emerging
     Markets Equity Master Fund, MLC Limited, Capital International Emerging
     Markets Fund, Emerging Markets Trust, Capital Guardian Emerging Markets
     Equity Fund For TaxExempt Trusts, and the abstention of ADR holding
     shareholders representing 370,000 common shares represented by the local
     custody Bank;

     (v) to authorize the Company's management to take all measures needed to
     implement and formalize the decisions approved hereby.

6.   APPROVAL AND CLOSING: As there were no further issues to be discussed,
     the present minutes were drawn up, then read and approved and signed by
     the members of the Board and by the shareholders representing the
     majority necessary for the decisions taken in these meetings;

7.   APPROVAL AND CLOSING: As there were no further business to be discussed,
     the present minutes were drawn up, then read and approved and signed by
     the attendees conducting

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     the meeting and by the shareholders representing the majority necessary
     for the decisions taken in these meetings;

Signatures: Empresa de Administragao e Participagoes S/A - ECAP, represented
by Tatiana Buzalaf de Andrade e Silva; Fundacao Antonio e Helena Zerrenner
Instituigao Nacional de Beneficencia, represented by Jose Heitor Attilio
Gracioso and Roberto Herbster Gusmao; Braco S/A represented by Tatiana Buzalaf
de Andrade e Silva; Instituto AmBev de Previdencia Privada, represented by
Silvio Jose Morais; Caixa de Previdencia dos Funcionarios do Banco do Brasil,
represented by Edson Magnani; The Bank of New York - ADR Department,
represented by Edneia Tiemi Miyazaki; Classe A Fundo de Investimentos em
Acoes, represented by Fernando Jose de Oliveira Pires dos Santos; Dynamo
Cougar Fundo Mutuo de Investimentos em Acoes - CL, represented by Fernando
Jose de Oliveira Pires dos Santos; Dynamo Puma Fundo de Investimentos de Acoes
- CL, represented by Fernando Jose de Oliveira Pires dos Santos; Lumina Fundo
de Investimento em Acoes, represented by Fernando Jose de Oliveira Pires dos
Santos; Lumina II Fundo de Investimento em Acoes, represented by Fernando Jose
de Oliveira Pires dos Santos; Capital Guardian Emerging Markets Equity Master
Fund, represented by Cintia Silvia Carneiro; MLC Limited, represented by
Cintia Silvia Carneiro; Capital International Emerging Markets Fund,
represented by Cintia Silvia Carneiro; Emerging Markets Trust, represented by
Cintia Silvia Carneiro; Capital Guardian Emerging Markets Equity Fund For
Tax-Exempt Trusts, represented by Cintia Silvia Carneiro; Marcel Herrmann
Telles, represented by Paulo Cezar C.B. Chaves de Aragao, Magim Rodriguez
Junior, represented by Paulo Cezar C.B. Chaves de Aragao; Otto Georges
Guillaume Prufer, represented by Philippe Prufer; Irmgard Elisabeth Prufer,
represented by Philippe Prufer; Philippe Prufer;Victor!o Carlos De Marchi;
Jose Heitor Attillo Gracloso; Jose de Maio Pereira da Silva; Roberto Herbster
Gusmao; Ary Waddington, Jose Florita; Paulo Cezar Castello Branco Chaves de
Aragao e Luciana Lima da Silva.

                    Sao Paulo, the 25th of April of 2003.


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                          Victorio Carlos De Marchi
                                   Chairman


                     -------------------------------------
                              Paulo Cezar Aragao
                                  Secretary