SecProbe.io

CORRESP
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   aug2604_corresp

Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

212 450 4336

  peter.douglas@dpw.com

      August 27, 2004

  Abby Adams, Esq.

  Special Counsel

  Office of Mergers & Acquisitions

  Securities
  and Exchange Commission

  Division of Corporation Finance

  450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:
    Quilmes
    Industrial (Quinsa), S.A.

    Schedule TO-I Filed
    August 18, 2004

    File No. 5-56691

Dear Ms. Adams:

       On behalf of
  Quilmes Industrial (Quinsa), S.A. (“Quinsa”), set forth below are Quinsa’s
  responses to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission contained in the Staff’s letter dated August 24, 2004 relating to the above-referenced filing. The comments of the
Staff are reproduced in bold type below, and are followed in each case by the response of Quinsa. All changes referred to herein are reflected in the draft Amendment No. 1 to Quinsa’s
Schedule TO (“Amendment
No. 1”), a copy of which is enclosed for the Staff’s reference.

  Schedule TO

    Item 10. Financial
    Statements

    1.
      It
            is unclear whether the company intended to provide the financial
            information required by Item 10. Please advise. In the Schedule TO,
            the company indicates that financial statements are not required;
            however, on pages 28-29 of the Offer to Purchase, the company discloses
    unaudited financial information for the six-month periods

   Abby Adams, Esq.
   August 27, 2004

    ended June 30, 2003
            and June 30, 2004. In addition, the company has incorporated its
            most recent Form 20-F and certain Form 6-Ks into the Offer to Purchase.
            The company has not provided all of the financial information required
            by Item 10 of Schedule TO. Please note that Instruction 6 to Schedule
            TO does allow incorporation of financial information by reference
            where the company discloses certain summary financial information
            in the document distributed to security holders, along with any reconciliation
            to U.S. GAAP required by Instruction 8. It does not appear that the
            company has disseminated all of the required summary information
            to satisfy this requirement. Furthermore, we note that the financial
            information disclosed on pages 28-29 was prepared in accordance with
            Luxembourg GAAP. It appears that Instruction 8 to Item 10 of Schedule
            TO requires that this information be reconciled to U.S. GAAP. Finally,
            we note that the company has incorporated the most recent Form 20-F
            and other filings discussed above into the Offer to Purchase on page
            30, and that the Offer to Purchase is incorporated into the Schedule
            TO. The company cannot satisfy the requirements of Schedule TO by
            incorporating by reference information that, in turn, incorporates
            other information by reference. See Instruction 6 to Item 10 of Schedule
            TO and General Instruction F to Schedule TO. Please revise the Schedule
    TO accordingly.

               1(a). Financial Information not Required by Item 10.
  In response to the Staff’s comments contained in the first three sentences
  of comment 1, Quinsa confirms that (i) it is not required to provide the financial
  information required by Item 10 since (a) the consideration offered is solely
  cash, (b) the offer is not subject to any financing condition and (c) Quinsa
  is a public reporting company under Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (the “Act”) that files reports electronically with EDGAR (please see Instructions 2(a) through
2(c) to Item 10), and (ii) the financial information included in Quinsa’s
Offer to Purchase dated August 18, 2004 (the “Offer to Purchase”)
was not provided in response to Item 10 of Schedule TO (“Item 10”).

                 1(b). Incorporation of Financial Information by Reference.
  In response to the Staff’s comments contained in the fourth to seventh
sentences of comment 1, Quinsa notes that the Staff’s comment is correct
in that Quinsa has not provided all the financial information required by Item
10. However, since the included financial information is not required by, and
is not provided in response to, Item 10, Quinsa believes that the financial information
included in the Offer to Purchase does not need to comply with the requirements
of Instructions 6 and 8 of Schedule TO.

  2

    Abby Adams, Esq.
    August 27, 2004

            1(c). Reconciliation to U.S. GAAP.
  In response to the Staff’s comment contained in the eighth and ninth sentences
  of comment 1, Quinsa believes that reconciliation to U.S. GAAP contemplated
  by Instruction 8 of Schedule TO is not applicable since Instruction 8 relates
  only to information provided in response to Item 10.

            1(d). Incorporation of Form 20-F by Reference.
  Quinsa notes the Staff’s comment contained in the final four sentences of Comment 1.
Quinsa proposes to amend its Schedule TO accordingly to explicitly incorporate Quinsa’s
most recent filing on Form 20-F in the Schedule TO. Please see amendment (7)
of Amendment No. 1.

  Offer to Purchase

    Summary Term Sheet

    2.
     Please
            revise the summary term sheet to highlight and provide a clear explanation
            of the possible impact on Quinsa security holders of the “Ambev-Interbrew
            Transactions” and the exchange option, which is discussed on
    pages 29-30.

     The Offer
      to Purchase has been amended in response to the Staff’s comments.
      Please see amendment (2) of Amendment No. 1.

    3.
    We
            note that Quinsa seeks to acquire approximately 14.2% of its Class
            B shares in the offer and that those shares are traded on the New
            York Stock Exchange. We also note from page 5 that a major shareholder
            currently owns 64.8% of the outstanding Class B shares and will not
            tender into the offer. Please tell us whether this offer, if fully
    subscribed, could have a going-private effect. See Rule 13e-3(a)(3).

               As disclosed in the Offer to Purchase, Quinsa does not intend or expect the consummation of the offer, even if fully subscribed, to be a Rule 13e-3 transaction for the reasons described below.

                 As of August
  13, 2004, there were 59,234,469 Quinsa Class B shares (including those held
  as American Depositary Shares (“ADSs”))
outstanding, net of shares held in treasury. The total number of Class B shares
  (including those held as ADSs) issued and outstanding as of that date, net
  of shares held in treasury and net of shares held by Companhia De Bebidas das
  Americas-AmBev, was 20,856,055 (being the public float). The 8,400,000 Class
  B shares (including those held as ADSs) for which the offer is being made,
  represent approximately 40.3% of the public float.

  3

    Abby Adams, Esq.
    August 27, 2004

            In relation
  to the minimum trading volume requirements of the continued listing criteria
  of the New York Stock Exchange (the “NYSE”), if the offer is fully subscribed and Quinsa purchases 8,400,000 Class B shares (including those held as ADSs) then, assuming there is a proportionate decrease of 40.3% in the average monthly trading volume, that adjusted
trading volume would be approximately 1,090,000 ADSs, well in excess of the NYSE’s
minimum of 100,000 shares per month.

            In relation
  to the total stockholder requirements of the continued listing criteria of
  the NYSE, Quinsa notes that as of the commencement of the offer there were
  approximately 1,089 holders of record of the Class B shares (including ADS
  holders). Assuming a proportionate reduction in the number of holders, Quinsa
  would still easily meet the 400-holder minimum under the NYSE’s continued
  listing criteria.

            If consummation of the offer would cause the total number of holders to be less than 400, Quinsa would terminate or amend the offer or take such other action as might be necessary to cause the total
number of holders to exceed the applicable NYSE minimum. Further, Quinsa would terminate or amend the offer or take such other action as might be necessary to cause the total number of holders to remain above 300. See Rule 13e-3(a)(3)(ii)(A) under
the Act.

    Forward-looking statements,
    page 8

    4.
     Quinsa
            discloses that it “[does] not undertake any obligation to release
            publicly any update or revisions to forward-looking statements contained
            in this Offer to Purchase . . .” This disclosure is inconsistent
            with Quinsa’s obligation under Rules 13e-4(d)(2) to amend the
            document to reflect a material change in the information previously
    disclosed. Please revise.

          Quinsa
      confirms that it understands its obligations under Rule 13e-4(d)(2) of
      the Act. The Offer to Purchase has been amended in response to the Staff’s
      comments. Please see amendment (3) of Amendment No. 1.

    Conditions of the
    Offer, page 24

    5.
     We
            note that Quinsa has reserved the right to determine whether the
            triggering of a condition “makes it inadvisable” to proceed
            with the offer. Please note that, when a condition is triggered and
            the company decides to proceed with the offer anyway, we believe
            that this constitutes a waiver of the triggered condition(s). Quinsa
            may not rely on this language to tacitly waive a condition of the
    offer by failing

  4

    Abby Adams, Esq.
    August 27, 2004

    to assert it. Please
    confirm the company’s understanding on a supplemental basis.

          Quinsa
      understands the Staff’s position. We are not, however, aware of any
      case law that addresses this issue. We therefore are not in a position
      to provide Quinsa with a definitive view on this matter.

    6.
    Condition
            (2) repeats much of condition (1). Please revise to eliminate all
    repetition from the conditions section.

          The
      Offer to Purchase has been amended in response to the Staff’s comments.
      Please see amendment (4) of Amendment No. 1.

    7.
    A
            tender offer may be conditioned on a variety of events and circumstances,
            provided that they are not within the direct or indirect control
            of the bidder, and are drafted with sufficient specificity to allow
    for objective verification that the conditions have been satisfied.        With this in mind, please revise
    the following:

    •
    Revise the references in conditions
            (1) and (2) to the “contemplated
    future conduct” of Quinsa and/or its subsidiaries.

    •
    Clarify the “other countries
    where [you] do business” and “any of their respective territories.”

    •
    Clarify or otherwise provide a qualifier
    for condition (3)(iii).

    •
    Revise condition (4) so that it
    does not include actions within your control.

          Although
      we do not concur with the Staff’s comments in the first bullet point of comment 7, we have amended conditions (1) and (2) to delete the word “contemplated”. Please see
amendments (1) and (4) of Amendment No. 1. Please note that amendment (4) of Amendment No. 1 both removes the word “contemplated” in response to this comment and eliminates the repetition referred to in the Staff’s
comment 6.

            In response
  to the Staff’s comments in the second bullet point of comment 7, Quinsa does business in the countries and territories disclosed in Quinsa’s
  most recent filing on Form 20-F. In light of this, Quinsa does not consider
  that listing these countries and territories in the Offer to Purchase would
  provide meaningful additional disclosure. Please also note the disclosure on
  page 27 of the Offer to Purchase in relation to the countries in which Quinsa
  produces beer, soft drinks and mineral water.

            In
  response to the Staff’s comments in the third bullet point of comment
  7, we consider that the condition as currently written is appropriate, adequately
clear

5

    Abby Adams, Esq.
    August 27, 2004

  and consistent with disclosure frequently used in other issuer tender offers in recent years.

            The Offer to
  Purchase has been amended in response to the Staff’s comments in the fourth
  bullet point of comment 7. Please see amendment (5) of Amendment No. 1.

    8.
    Refer
            to the last paragraph of this section. In the first sentence, the
            offer states that Quinsa may assert the conditions at any time prior
            to the expiration of the offer, however, in the third sentence it
            states that the rights “may be asserted at any time and from
            time to time.” As you know, defining the conditions as a continuing
            right that may be asserted at any time suggest that conditions to
            the offer may be asserted after expiration of the offer. Please revise
    the third sentence to be consistent with the first sentence.

          The
      Offer to Purchase has been amended in response to the Staff’s comments.
      Please see amendment (6) of Amendment No. 1.

          Closing Comments

          We urge all persons
          who are responsible for the accuracy and adequacy of the disclosure
          in the filings reviewed by the staff to be certain that they have provided
          all information investors require. Since the company and its management
          are in possession of all facts relating to a company’s disclosure,
          they are responsible for the accuracy and adequacy of the disclosures
they have made.

           In connection with responding to our
        comments, please provide, in writing, a statement from the company acknowledging
that

    the company is responsible for the
        adequacy and accuracy of the disclosure in the filings;

    staff
                  comments or  changes to disclosure in response to staff comments in
                the filings reviewed by the staff do not foreclose the Commission from
        taking any action with respect to the filing; and

    the
                  company may not assert staff comments as a defense in any proceeding
                  initiated by the Commission or any person under the federal securities
                  laws of the United States.

                 Quinsa is aware of and acknowledges the Staff’s
  position.

  6

    Abby Adams, Esq.
    August 27, 2004

       Please contact the undersigned at 212-450-4336 if you have any further questions or would like to discuss any aspect of this letter. Thank you for your assistance.

      Very truly yours,

      /s/ Peter R. Douglas

      Peter R. Douglas

   Enclosure

   cc w/ enc:
   Francis Cressall

   Quilmes Industrial (Quinsa), S.A.

 7

  SECURITIES AND EXCHANGE COMMISSION

  WASHINGTON, D.C. 20549

  Draft Amendment No. 1 to

  Schedule TO

  Tender Offer Statement under Section

  14(d)(1) or 13(e)(1) of the Securities Exchange
Act of 1934

      QUILMES
      INDUSTRIAL (QUINSA), SOCIÉTÉ ANONYME

      (Name of Issuer)

      QUILMES
      INDUSTRIAL (QUINSA), SOCIÉTÉ ANONYME (Issuer)

      (Name of Filing Person (Identifying
      Status as Offeror, Issuer or Other Person))

      Class
            B Shares, without par value

      American Depositary Shares,
            each of which represents 2

          Class B Shares, without par value, evidenced
    by

      American Depositary Receipts

      (Title of Class of Securities)

      74838Y207(Class
            B Shares)

      74838Y108
      (American Depositary Shares