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CORRESP
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      Correspondence

    October 21,
      2005

    Via
      Facsimile (202) 772-9202 and EDGAR

    Ms.
      Donna
      Di Silvio

    Staff
      Accountant

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      DC 20549

              Re:

              American
                Beverage Company - AmBev.

                Form
                  20-F for the fiscal year ended December 31, 2004

                File
                  No. 001-15194

    Dear
      Ms.
      Di Silvio:

    This
      letter responds to your letter dated September 12, 2005 (the “Comment Letter”),
      providing comments of the staff of the United States Securities and Exchange
      Commission (the “Staff”) on the Annual Report on Form 20-F of American
      Beverage Company - AmBev (“AmBev” or the “Company”) for the year ended
      December 31, 2004, filed by AmBev on July 1, 2005, as amended by its
      Amendment No. 1, filed by AmBev on August 3, 2005 (AmBev’s “2004 Annual
      Report”).

    For
      your
      convenience, each comment from the Comment Letter has been reproduced below,
      followed by AmBev’s response to such comment.

    Controls
      and Procedures, page 144

              1.

              Please
                clarify your disclosure in future filings and tell us if your officers
                concluded that disclosure controls and procedures were effective
                as of the
                end of the period covered by the report. Refer to Item 15(a) of Form
                20-F.

    We
      confirm
      to the Staff that our chief executive officers and chief financial officer
      have
      concluded that our disclosure controls and procedures were, as of the end of
      the
      period covered by the report, (i) effective in ensuring that information
      required to be disclosed in the reports that we file or submit under the U.S.
      Securities Exchange Act of 1934, as amended, (the “Exchange Act”) is recorded,
      processed, summarized and reported within the time periods specified in the
      Commission’s rules and forms and (ii) effective in ensuring that information to
      be

        1

    disclosed
      in the reports that we file or submit under the Exchange Act is accumulated
      and
      communicated to our management, including our principal executive and principal
      financial officers, to allow timely decisions regarding required disclosure.
      In
      response to the Staff’s comment, we undertake to include such disclosure in
      future filings.

    Financial
      Statements

    Report
      of Independent Registered Public Accounting Firm, page F-2

              2.

              Please
                tell us where the report from the independent accounting firm was
                issued
                and indicate the place of issuance in future filings. See Rule 2-02(a)
                of
                Regulation S-X.

    The
      report
      of our independent registered public accounting firm included on page F-2 of
      our
      2004 Annual Report was issued in São Paulo, Brazil. In response to the Staff’s
      comment, our independent registered public accounting firm will undertake to
      include such disclosure in future filings.

    Note
      2.
      Summary of Our Significant Accounting Policies, page F-16

    ab)
      Proportionally consolidated financial statements, page F-23

              3.

              Please
                advise or revise future filings to include summarized cash flow
                information resulting from operating, financing and investing activities
                relating to your pro rata interest in Quinsa. See Item 17 (c)(2)(vii)
                of
                Form 20-F.

    The
      condensed balance sheet and statement of operations presented on pages F-72
      and
      73 of our 2004 Annual Report were prepared under US GAAP and reflect the
      Company’s investment in Quinsa under the equity method of accounting. The
      Statement of Cash Flows presented on pages F-11 and 12 of our 2004 Annual Report
      has been prepared in accordance with IAS 7 as allowed by Item 17 (c)(2)(iii)
      of
      Form 20-F. The summarized cash flow information resulting from operating,
      investing and financing activities related to our pro rata interest in Quinsa
      for the years ended December 31, 2003 and 2004 are as follows:

              Cash
                flows from:

              2003

              2004

              (R$
                in millions)

              Operating
                Activities

              168.4

              323.5

              Investing
                Activities

              (172.9)

              (151.8)

              Financing
                Activities

              (89.9)

              (40.6)

    Since
      the
      Company did not acquire its interest in Quinsa until 2003, there is no
      applicable disclosure to be made for 2002. In response to the Staff’s comment,
      we undertake to include such disclosure in future filings.

          2

Note
      11. Loans and Financing, page F-32

              4.

              Disclosure
                beginning on page 73 indicates there are restrictions on the distribution
                and transfer of funds. Please tell us and disclose what amounts of
                retained earnings or net income is restricted as required by Rule
                4-08(e).
                Also, please tell us what consideration was given to providing Schedule
                I
                pursuant to Rule 5-04 of Regulation S-X. In your response please
                include,
                if appropriate, how you determined the restricted net assets of the
                registrant’s consolidated net assets does not exceed 25% of the
                registrant’s consolidated net assets as defined in Rule 4-08(e)(3) of
                Regulation S-X.

    The
      disclosure intends to inform that certain of Labatt’s debt agreements contain
      clauses that restrict the transfer of funds to related companies, including
      AmBev, if a certain leverage ratio is reached. As disclosed in the first
      paragraph of page 76 of our 2004 Annual Report, as of the date of the end
      of the period covered by such report, there were no amounts of retained earnings
      or net income of Labatt that are restricted. It was not our intent to have
      readers infer that such restrictions exist by making the mentioned
      disclosure.

    We
      supplementally disclose that the Company has no other restrictions on the
      payment of dividends, except for the customary restrictions imposed by Brazilian
      Corporate Law. The Company has distributed all of the results of operations
      of
      2004 and currently has appropriated R$208.7 million and R$225.0 million as
      Legal
      and Statutory Investments Reserves, respectively, in accordance with Brazilian
      Corporate Law and as disclosed on page F-7 of our 2004 Annual Report. There
      are
      no undistributed earnings of 50 percent or less owned persons accounted for
      by
      the equity method included in consolidated retained earnings of the Company
      and
      no restricted net assets. Consequently, the Company deemed the disclosures
      set
      forth in Schedule I pursuant to Rule 5-04 of Regulation S-X to be
      unnecessary.

    Note
      24. Summary of Principal Differences between Brazilian GAAP and US GAAP, page
      F-58 (a)(i) Supplementary inflation restatement in 1996 and 1997 for US
      GAAP

              5.

              We
                note inflation accounting was discontinued effective January 1996
                under
                Brazilian GAAP and two years later under US GAAP. As a result additional
                inflation restatement adjustments are reflected in the two-year period
                ended December 31, 1997. Please expand your disclosure to clarify
                the
                subsequent adjustments to shareholders equity under US GAAP at December
                31, 2004, 2003 and 2002 and show us what your disclosures will look
                like
                revised.

    The
      disclosure in Note 24(a)(i) to our financial statements aims to inform the
      users
      of the financial statements that for US GAAP purposes Brazil did not
      cease

          3

    being
      a
      highly inflationary economy until December 31, 1997 and accordingly, the Company
      continued to record the effects of inflation on property, plant and equipment,
      investments, deferred charges (together denominated “Permanent Assets”) and
      shareholders’ equity from January 1, 1996 to December 31, 1997. The amounts
      reflect the carrying amount of the original adjustment, net of
      depreciation.

    The
      US
      GAAP income adjustments represent the annual depreciation of the restatements
      of
      fixed assets, which resulted from the inflation accounting adjustments applied
      during 1996 and 1997.

    In
      response to the Staff’s comment, we undertake to revise the second paragraph of
      Note 24(a)(i) in future filings to include the clarifications set forth
      above.

    (v)
      Business combinations, page F-60

              6.

              We
                note the Labatt Transaction was accounted for as an acquisition for
                both
                Brazilian and US GAAP reporting and accounted for as a pooling of
                interest
                and purchase, respectively. Please tell us what consideration you
                gave to
                providing pre-combination financial statements pursuant to Rule 3-05
                of
                Regulation S-X of Labatt acquired on August 27, 2004. Please include
                in
                your response your evaluation of
                significance.

    The
      Company did not consider necessary providing pre-combination financial
      statements of Labatt acquired on August 27, 2004, pursuant to Rule 3-05 of
      Regulation S-X. The Company respectfully understands that the financial
      statements of an acquired business or of a business to be acquired that are
      significant are required in a registration statement. Financial statements
      of a
      business acquired or to be acquired are not required in annual reports to
      shareholders on Form 20-F.

              7.

              On
                page 24 you disclose that the US GAAP reporting for the acquisition
                of
                Labatt by AmBev was based on the substantive participating rights
                that
                FAHZ enjoys under the AmBev Shareholders’ Agreement. Please clarify for us
                the substantive participating rights of FAHZ upon which you based
                the US
                GAAP accounting and why these rights determined the appropriate
                accounting.

    Summary
      Accounting Analysis

    As
      of
      August 27, 2004, when the InBev-AmBev transactions were completed (please refer
      to pages 23-25 of the 2004 Annual Report), InBev held a 68.6% voting interest
      and a 49.8% economic interest in AmBev. The Company analyzed the factors in
      paragraph 17 of FAS 141 (Business Combinations) to determine if

          4

InBev
      was
      the accounting acquirer of AmBev. In assessing the criteria set forth in
      paragraph 17, the Company also considered the guidance in EITF 96-16 (Investor’s
      Accounting for an Interest when the Investor has a Majority of the Voting
      Interest but the Minority Shareholder or Shareholders Have Certain Approval
      or
      Veto Rights) to determine whether the approval rights accorded the Fundação
      Antonio e Helena Zerrener Instituição Nacional de Beneficência
      (“FAHZ”)
      represented substantive participating rights. Based on the analysis of the
      AmBev
      Shareholders’ Agreement, dated July 1, 1999, as amended, the Company concluded
      that the FAHZ has substantive participating rights (see below, section
“Substantive Participating Rights”) in relation to AmBev that enable it to
      effectively participate in significant decisions that would be expected to
      be
      made in the ordinary course of business. Based on this, the Company concluded
      that a step-up of AmBev’s assets and liabilities was not appropriate. Rather,
      AmBev had issued its shares to acquire 99.9% of the capital stock of Labatt
      ApS,
      and Labbatt ApS should be accounted for at fair value. AmBev began consolidating
      Labatt as from August 27, 2004.

    Substantive
      Participating Rights

    The
      FAHZ
      and InBev Holding Brasil S.A., an indirect subsidiary of InBev S.A./N.V. (“InBev
      Brasil”), held as of the date of the 2004 Annual Report shares of AmBev common
      stock that represent approximately 86.5% of the total voting power of AmBev’s
      capital stock, and approximately 70.92% of the total voting power of AmBev’s
      capital stock is subject to AmBev’s Shareholders Agreement.

    According
      to AmBev’s Shareholders’ Agreement, the FAHZ, Interbrew International B.V. and
      AmBrew S.A. (both of which are indirect subsidiaries of InBev
      S.A./N.V.)1
      must
      unanimously approve the following fundamental matters, among others, that the
      Company concluded represent substantive participating rights:

              ●

              approval
                of the annual investment budget of AmBev and/or any of its subsidiaries
                when the amount of the investments exceed 8.7% of net sales of AmBev
                foreseen for the same fiscal year;

              ●

              designation,
                dismissal and substitution of the Chief Executive Officers of
                AmBev;

              ●

              approval
                of or amendment to the remuneration policy for the Board of Directors
                and
                of the executive board of AmBev, as well as of its
                subsidiaries;

      1
        On
        July 28, 2005, InBev Brasil was merged into AmBev. As a result, the AmBev
        shares owned by InBev Brasil were canceled, and AmBev issued the same amount
        of
        shares to AmBrew S.A. and to Interbrew International B.V. (which were the
        shareholders of InBev Brasil prior to the aforementioned merger into
        AmBev).

          5

              ●

              approval
                of stock ownership plans for the managers and employees of AmBev
                and/or
                its subsidiaries;

              ●

              the
                incurrence by AmBev and/or any of its subsidiaries of a debt transaction
                that results in a net debt/equity ratio greater than
                1.5;

              ●

              the
                execution, amendment, termination, renewal or cancellation of any
                contracts, agreements or the like involving the registered or deposited
                trademarks of AmBev or its
                subsidiaries;

              ●

              the
                extension of loans or the offer of guarantees of any kind by AmBev
                and/or
                any of its subsidiaries to any third parties in an amount greater
                than 1%
                of AmBev’s shareholders’ equity as set forth in the last audited balance
                sheet prepared in accordance with Brazilian GAAP, except in favor
                of
                employees of AmB