**PRESS
      RELEASE**




**Termination
      of Debenture Offer**







**This
      announcement is solely for information purposes**


**and
      shall not be dement an offer to sell debentures** .




Pursuant
      to *Instrução* No. 358, dated January 3, 2002 of the Brazilian Securities and Exchange
      Commission ( *Comissão
      de Valores Mobiliários* -
      " CVM "),
      as
      amended, and article 29 of the *Instrução* CVM
      No. 400, dated December 29, 2003, as amended, Companhia de Bebidas das
      Américas - AmBev, as issuer (" Issuer "),
      Unibanco - União de Bancos Brasileiros S.A. (" Sole
      Bookrunner "),
      BB Banco de Investimento S.A. (" BB BI ")
      and
      Banco Citibank S.A. (" Citibank "
      and,
      jointly with the Sole Bookrunner and BB BI, the " Underwriters "),
      as
      underwriters, do hereby announce the end of the offer ("Offer") in two tranches,
      of 206,508 unconvertible and unsecured debentures with face value of R$10,000.00
      each on July 1, 2006 (" Debentures "
      and
      " Issue
      Date "),
      of
      which (i) the first tranche consists of 81,705 Debentures, totaling
      R$817,050,000.00 on the Issue Date and maturity date on July 1, 2009; and
      (ii) the second tranche consists of 124,803 Debentures, totaling
      R$1,248,030,000.00 at the Issue Date and maturity date on July 1, 2012, of
      the
      first issue of











**Companhia
      de Bebidas das Américas - AmBev**


Rua
      Dr. Renato Paes de Barros 1017 ,
      4o andar ,
      04530-001 São Paulo, SP


NIRE 35.300.157.770
      - CNPJ No. 02.808.708/0001-07 - CVM No. 01811-2


ISIN
      Code
      BRAMBVDBS006 (1st tranche) and BRAMBVDBS014 (2nd tranche)




totaling




**R$2,065,080,000.00**




Rating:
      Standard & Poor's: brAAA and Fitch Ratings: AAA(bra)


Registered
      under CVM on July 28, 2006: No. CVM/SRE/DEB/2006/030 and
      No. CVM/SRE/DEB/2006/031




The
      amount of Debentures includes 6,508 additional Debentures issued by the Issuer
      in common agreement with the Underwriters.




The
      issuance of the Debentures and the Offer were made pursuant to the resolutions
      of (i) the meeting of the Board of Directors of the Issuer held on June 8,
      2006,
      which minutes were filed with the Board of Trade of the State of São Paulo on
      June 12, 2006 and published in the Official Gazette of the State of São Paulo
      and in the newspaper "Gazeta Mercantil" on June 20, 2006; and (ii) the
      meeting of the Board of Directors of the Issuer held on July 26, 2006,
      which minutes were filed with the Board of Trade of the State of São Paulo on
      July 31, 2006 and published in the Official Gazette of the State of São Paulo
      and in the newspaper "Gazeta Mercantil" on July 27, 2006.









The
      trustee is Oliveira Trust Distribuidora de Títulos e Valores Mobiliários
      S.A . ,
      at
      Avenida das Américas 500, bloco 13, grupo 205,
      CEP 22640-100, Rio de Janeiro, RJ, telephone number (21) 2493-7003
      ( www.oliveiratrust.com.br ).




The
      financial institution that shall render bookkeeping and agent bank services
      relative to the Debentures is Banco
      Itaú S.A., Capital Markets Department, Av. Eng. Armando de Arruda
      Pereira 707, 9o andar, CEP 04344-902, São Paulo, SP, telephone
      number (11) 5029-1317 ( www.itau.com.br ).




**Registered
      under CVM on July 28, 2006: No. CVM/SRE/DEB/2006/030 and No.
      CVM/SRE/DEB/2006/031.**




The
      Debentures were issued to the following person/entities:




**Investors**
            
            **Subscribed
                Debentures****Type
                of Investor**
            
            **First
                Trache**
            
            **Second
                Tranche**
            
            **Total**
            
            **First
                Tranche**
            
            **Second
                Tranche**
            
            **Total**Individuals
            
            
            1
            
            
            0
            
            
            1
            
            
            10
            
            
            0
            
            
            10Investment
                Clubs
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Investment
                Funds
            
            
            54
            
            
            36
            
            
            90
            
            
            73,240
            
            
            96,863
            
            
            170,103Private
                Pension Funds
            
            
            4
            
            
            4
            
            
            8
            
            
            1,850
            
            
            14,850
            
            
            16,700Insurance
                Firms
            
            
            2
            
            
            0
            
            
            2
            
            
            1,440
            
            
            0
            
            
            1,440Foreign
                Investors
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Underwriters
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Financial
                Institutions related to the Issuer and/or to the
                Underwriters
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Other
                Financial Institutions
            
            
            1
            
            
            2
            
            
            3
            
            
            5,034
            
            
            13,022
            
            
            18,056Other
                Corporate Entities related to the Issuer and/or to the
                Underwriters
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Other
                Corporate Entities
            
            
            3
            
            
            1
            
            
            4
            
            
            131
            
            
            68
            
            
            199Shareholders,
                Management, Employees, Representatives and other Persons related
                to the
                Issuer or to the Underwriters
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0Other
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0**Total**
            
            
            **65**
            
            
            **43**
            
            
            **108**
            
            
            **81,705**
            
            
            **124,803**
            
            
            **206,508**















unibanco
            bbinvesti
            citigroup




The
      Sole
      Bookrunner is Unibanco - União de Bancos Brasileiros S.A.




2