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Response Letter

DAVIS POLK & WARDWELL

  450 Lexington Avenue

  New York, NY 10017

 212 450 4336

  peter.douglas@dpw.com

     September 8, 2004

 Chris B. Edwards, Esq.

  Attorney-Advisor

  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 Mr. Edwards:

      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 (the “Commission”)
    contained in the Staff’s letter dated September 1, 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 revised Amendment No.
    1 to Quinsa’s Schedule TO (“Amendment
    No. 1”), as filed with the Commission
    today.

 Schedule TO

     Item 10. Financial Statements

    1.
      We
          reissue comment 1 in part. Quilmes should revise the filing as follows:

    •
     to
          highlight the fact that the description of the differences between
          the GAAP used and U.S. GAAP were disclosed in Quilmes’ most recent
          Form 20-F;

    Chris B. Edwards, Esq.
    September 8, 2004

    •
    to describe the nature of any material
          new reconciling items not appearing in the most recent Form 20-F; and

    •
     to disclose the
          effect of applying any new U.S. accounting standards, quantifying those
          effects to the extent practicable.

    In addition, we note that Quilmes has
          not identified the GAAP used to prepare the financial statements disclosed
          in its Form 6-K, nor has the company identified the differences between
          that GAAP and U.S. GAAP. Be certain to provide
          this disclosure in future filings on Form 6-K.

     In response to the Staff’s
    comments in the first bullet point of comment 1, we have amended Quinsa’s
    Offer to Purchase dated August 18, 2004 (the “Offer
    to Purchase”). Please see amendment (12)
    of Amendment No. 1.

      In response to the Staff’s
    comments in the second bullet point of comment 1, Quilmes confirms that there
    are no new material items in the financial information disclosed in the Offer
    to Purchase that are of a type that does not appear in the reconciliation
    of its most recent filing on Form 20-F.

      In response to the Staff’s
    comments in the third bullet point of comment 1, Quilmes is not aware of any new U.S.
	accounting standards that would have a material effect on
reconciliation of the financial information disclosed in the Offer to Purchase.

      Quinsa notes the
    Staff’s comment concerning future filings on
    Form 6-K.

 Offer to Purchase

     Summary Term Sheet

    2.
    We note that AmBev expected the AmBev-Interbrew
          Transaction to be completed by August 2004 and that BAC may determine
          whether to exercise its exchange option and, as a result, take control
          of your company, prior to the end of the offer. Revise the summary
          term sheet to update this information.

     The Offer to Purchase has
    been amended in response to the Staff’s comments. Please see amendments
    (2), (13), (14) and (15) of Amendment No. 1.

    3.
    It appears that you should revise the
          offer to disclose the condition discussed in the last paragraph of
          your response to comment 3.

     The Offer to Purchase has
    been amended in response to the Staff’s comments. Please see amendments
    (3), (5) and (10) of Amendment No. 1.

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    Chris B. Edwards, Esq.
    September 8, 2004

    Conditions of the Offer, page 24

    4.
    We note your response to comment 5. Confirm that
          Quinsa will not rely on the language cited in our comment to tacitly
          waive a condition of the offer by failing to assert the condition,
          or revise the offer to eliminate the phrase “makes it inadvisable.” Conditions
          must be stated with sufficient specificity to allow shareholders to
          objectively verify whether the conditions have been satisfied.

     We note the Staff’s
    comment. We believe that the conditions are stated with sufficient specificity
    to allow shareholders to objectively verify whether the conditions have been
    satisfied. Nevertheless, Quinsa confirms that (i) if a condition set forth
    in Section 6 of the Offer to Purchase (Conditions of the Offer) is triggered
    and (ii) Quinsa’s Board of Directors makes a definitive determination
    not to invoke such condition and proceed with the offer, then Quinsa will
    publicly announce such determination.

    5.
    We reissue comment 6. You have not
          made any changes to paragraphs (1) and (2) in response to the comment.

     We believe that we have complied
    with the Staff’s comment 6 contained in the Staff’s letter dated
    August 24, 2004. Specifically, the words “materially and adversely affect
    our and our subsidiaries’ business, condition (financial or otherwise),
    income, operations or prospects, taken as a whole, or” have been removed
    from condition (2)(iii).

    6.
    We reissue comment 7 in full. Please
          revise the conditions section in accord with each bullet point in our
          prior comment. In this regard, please note that the elimination of
          the word “contemplated” does not clarify the “future
          conduct” to which you refer. Also, note that you may provide a
          cross-reference to disclosure of the countries where Quinsa does business
          and their territories.

     In response to the Staff’s
    comment in the first bullet point of comment 7 contained in the Staff’s
    letter dated August 24, 2004, we have amended conditions (1) and (2) to delete
    the words “the contemplated future conduct of”. Please see amendments
    (1) and (6) of Amendment No. 1.

      The Offer to Purchase has
    been amended in response to the Staff’s comments in the second bullet
    point of comment 7 contained in the Staff’s letter dated August 24,
    2004. Specifically, a cross-reference to Quinsa’s Form 20-F has been
    added to condition 3(ii). Please see amendment (7) of Amendment No. 1.

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    Chris B. Edwards, Esq.
    September 8, 2004

     The Offer to Purchase has
    been amended in response to the Staff’s comment in the third bullet
    point of comment 7 contained in the Staff’s letter dated August 24,
    2004. Specifically, we have added the words “that could, in our reasonable
    judgment, have a material adverse effect on our and our subsidiaries’ business,
    condition (financial or otherwise), assets, income, operations or prospects,
    taken as a whole,” at the end of condition 3(iii). Please see amendment
    (7) of Amendment No. 1.

      The Offer to Purchase has
    been amended in response to the Staff’s comment in the fourth bullet
    point of comment 7 contained in the Staff’s letter dated August 24,
    2004. Please see amendment (8) of Amendment No. 1.

      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

    cc:
    Francis Cressall

    Quilmes Industrial (Quinsa),
        S.A.

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