As filed with the Securities and Exchange Commission on July 1, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                       ----------------------------------
                                   FORM 20-F/A
                       ----------------------------------

          [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

           [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended: December 31, 2002

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from [ ] to [ ]

                         Commission file number 1-15102

                 EMBRAER-EMPRESA BRASILEIRA DE AERONAUTICA S.A.
             (Exact name of Registrant as specified in its charter)

                    EMBRAER - Brazilian Aviation Company Inc.
                 (Translation of Registrant's name into English)

                          Federative Republic of Brazil
                         (Jurisdiction of Incorporation)

                       Avenida Brigadeiro Faria Lima, 2170
                12227-901 Sao Jose dos Campos, Sao Paulo, Brazil
                    (Address of principal executive offices)
                       -----------------------------------

 Securities registered or to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of each class:                                               Name of each exchange on which registered:
<S>                                                                <C>
Preferred shares, without par value                                New York Stock Exchange*
American Depositary Shares (as evidenced by American Depositary    New York Stock Exchange
Receipts), each representing four preferred shares
</TABLE>
    --------------
    *   Not for trading purposes, but only in connection with the registration
        of American Depositary Shares pursuant to the requirements of the
        Securities and Exchange Commission.

 Securities registered or to be registered pursuant to Section 12(g) of the Act.
                                      None.
                           ---------------------------

        Securities for which there is a reporting obligation pursuant to
                           Section 15(d) of the Act.
                                      None.
                           ---------------------------

         Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report:

                  242,544,448 common shares, without par value
                  470,429,907 preferred shares, without par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                Yes [ x ] No [ ]

         Indicate by check mark which financial statement item the registrant
has elected to follow.
                           Item 17 [ ] Item 18 [ x ]

<PAGE>


                                EXPLANATORY NOTE

         The sole purpose of this amendment to our Annual Report on Form 20-F
for the fiscal year ended December 31, 2002 is to include the certifications
that follow the signature page hereto, which were previously submitted to the
Securities and Exchange Commission in connection with the filing of our Annual
Report on Form 20-F on June 30, 2003.






                                       2
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant hereby certifies that it meets all of the
requirements for filing this Annual Report on Form 20-F/A and has duly caused
this Annual Report or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized.



                        EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.



                        By: /s/ ANTONIO LUIZ PIZARRO MANSO
                            ------------------------------
                            Name:   Antonio Luiz Pizarro Manso
                            Title:  Executive Vice-President Corporate and Chief
                                    Financial Officer


                        By: /s/ CARLOS ROCHA VILLELA
                            ------------------------
                            Name:   Carlos Rocha Villela
                            Title:  Vice-President and General Counsel



<PAGE>



                                  CERTIFICATION

I, Mauricio Novis Botelho, certify that:

1.       I have reviewed this annual report on Form 20-F of Embraer -Empresa
         Brasileira de Aeronautica S.A.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         (c)      Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:   June 30, 2003

By:/s/ MAURICIO NOVIS BOTELHO
   -------------------------------------------
Name:    Mauricio Novis Botelho
Title:   President and Chief Executive Officer


<PAGE>


                                  CERTIFICATION

I, Antonio Luiz Pizarro Manso, certify that:

1.       I have reviewed this annual report on Form 20-F of Embraer -Empresa
         Brasileira de Aeronautica S.A.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         (a)      Designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant,
                  including its consolidated subsidiaries, is made known to us
                  by others within those entities, particularly during the
                  period in which this annual report is being prepared;

         (b)      Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

         (c)      Presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         (a)      All significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could significantly affect internal
         controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


Date:   June 30, 2003

By:/s/ ANTONIO LUIZ PIZARRO MANSO
   --------------------------------------------
Name:   Antonio Luiz Pizarro Manso
Title:  Executive Vice-President Corporate and Chief Financial Officer