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      SEC Follow-up Comment Letter

    November
      23, 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 October 27, 2005 in connection with the
      above file. For your convenience, your comment from the above letter has been
      reproduced below, followed by the response to such comment. Capitalized terms
      used but not defined herein shall have the same meaning assigned to them in
      our
      letter of October 21, 2005.

    Financial
      Statements

    Note
      24. Summary of Principal Differences between Brazilian GAAP and US GAAP page
      F-58

            (v)

              Business
                combinations, page F-60

            1.

              We
                note your response to comment 7 in our letter dated September 12,
                2005.
                Please explain why the substantive participating rights of FAHZ under
                the
                AmBev Shareholders’ Agreement were determinative in identifying AmBev as
                the accounting acquirer under SFAS 141. Please address each of the
                basic
                factors in paragraph 17 of SFAS 141 in your response. In addressing
                each
                factor, state the number of board members each enterprise has the
                ability to appoint, state the relative voting rights and economic
                interest
                of each enterprise, and identify the enterprise whose senior management
                dominates the senior management of the combined enterprise. Clarify
                how

              your
                consideration of all these factors, including the substantive
                participating rights, resulted in your determination that AmBev was
                the
                accounting acquirer. Also, please tell us what consideration you
                gave to
                EITF 90-13 in accounting for the
                acquisition.

    As
      disclosed in our Annual Report on Form 20-F for 2004, on March 3, 2004 Companhia
      de Bebidas das Américas - AmBev (“AmBev” or the “Company”) entered into an
      agreement pursuant to which it agreed to acquire a 100% interest in Labatt
      Brewing Company Ltd. (“Labatt”), then a wholly owned subsidiary of InBev
      S.A./N.V. (formerly Interbrew S.A./N.V.), in exchange for newly issued AmBev
      common and preferred shares. This transaction, together with the acquisition
      by
      InBev of a majority of the voting interest in AmBev (collectively, the
“InBev-AmBev transactions”), were consummated on August 27, 2004.

    The
      Company considered SFAS 141, paragraph 17, EITF 90-13 and EITF 96-16 in its
      analysis of the InBev-AmBev transactions to determine the appropriate accounting
      for its acquisition of Labatt. This analysis was necessary to determine the
      applicability of EITF 90-13, Accounting for Simultaneous Common Control Mergers
      to such acquisition in order to conclude as to the appropriate accounting by
      AmBev of the share exchange transaction whereby Labatt became a wholly-owned
      indirect subsidiary of AmBev.

    Based
      on
      this analysis, the Company concluded that although InBev had acquired as a
      result of the InBev-AmBev transactions a 68.6% voting interest and a 49.8%
      economic interest in AmBev, the AmBev Shareholders’ Agreement, dated July 1,
      1999, as amended, granted FAHZ the Substantive Participating Rights described
      in
      our response to item 7 in our letter dated October 21, 2005. In view of the
      Substantive Participating Rights, FAHZ, in accordance with EITF 96-16,
      effectively participates in significant decisions with respect to the business
      of AmBev.

    Consequently,
      the Company concluded that a step-up of AmBev’s assets and liabilities in
      accordance with EITF 90-13 was not appropriate. Rather, the Company concluded
      that it acquired 100% of the capital stock of Labatt and the assets and
      liabilities of Labatt should be stepped-up in accordance with SFAS 141 purchase
      accounting requirements.

    Consideration
      of Paragraph 17 of SFAS 141

    (a)
      Relative
      voting rights in the combined entity after the combination.

    After
      the
      InBev-AmBev transactions, AmBev acquired 100% of the voting rights in Labatt,
      and InBev 68.6% of the voting rights in AmBev. In addition, FAHZ held, at the
      time of the transaction, 16.1% of the voting rights in AmBev, and the remainder
      of such voting rights was held by the public. As mentioned above, FAHZ’s voting
      shares in AmBev are subject to the AmBev Shareholders’ Agreement, which grants
      Substantive Participating Rights to FAHZ, allowing FAHZ to effectively
      participate in significant decisions with respect to the ordinary course of
      business of AmBev.

    (b)
      The
      existence of a large minority voting interest in the combined entity when no
      other owner or organized group has a significant voting
      interest.

    This
      item
      is not applicable, given the fact that InBev (through the InBev Holding
      Companies, as defined below) and FAHZ are parties to the AmBev Shareholders’
Agreement referred to above and jointly held, at the time of the consummation
      of
      the InBev-AmBev transactions, 84.7% of the voting interest in
      AmBev.

    (c)
      The
      composition of the governing body of the combined entity.

    The
      Board
      of Directors of AmBev is comprised of at least three and no more than 15 regular
      members and the same number of alternates, with a term of office of three years
      and reelection being permitted. The FAHZ has the right to appoint up to four
      directors and their respective alternates to the Boards of Directors. Interbrew
      International B.V. and AmBrew S.A. (together, the “InBev Holding Companies”)
      have the right to appoint members and its alternates to the Boards of Directors
      of AmBev and its subsidiaries, in a number proportionate to the number of
      members appointed by the FAHZ. Such proportion is based on the ratio between
      the
      FAHZ’s holdings and the participation of the InBev Holding Companies in the
      voting capital of AmBev. Each of FAHZ and the InBev Holding Companies may remove
      a director that it has appointed to the Board of Directors of AmBev or its
      subsidiaries, and each also has the right to appoint the respective replacement
      or a new alternate.

    Currently,
      the Board of Directors of AmBev has 9 regular members, five of which appointed
      by the InBev Holding Companies and four appointed by FAHZ, as well as 2
      alternates appointed by the InBev Holding Companies.

    Pursuant
      to the AmBev Shareholders’ Agreement, the Board of Directors of AmBev has two
      Co-chairmen, one appointed by FAHZ and the other appointed by the InBev Holding
      Companies.

    The
      Board
      of Directors of Labatt is comprised of four members elected by Labatt ApS,
      a
      wholly owned subsidiary of AmBev.

    (d)
      The
      composition of the senior management of the combined entity.

    AmBev’s
      senior management is comprised of the Board of Directors, elected by the
      shareholders of the Company in the manner described in the preceding item,
      as
      well as of the executive officers, who are appointed by the Board of
      Directors.

    As
      mentioned in the preceding item, the Board of Directors of AmBev has two
      Co-chairmen, one appointed by FAHZ and the other appointed by the InBev Holding
      Companies.

    Pursuant
      to the AmBev Shareholders’ Agreement, the election of the Chief Executive
      Officer for Latin America and the Chief Executive Officer for North America
      requires the joint approval of FAHZ and the InBev Holding Companies. The
      remainder of the executive officers of AmBev is appointed by the majority of
      the
      members of its Board of Directors.

    Labatt’s
      senior management is elected by the Board of Directors of Labatt (other than
      Labatt’s Directors, which are elected by Labatt ApS, as mentioned
      above).

    (e)
      The
      terms of the exchange of the equity securities.

    This
      item
      is not applicable as Labatt’s shares were not traded on a public
      exchange.

    Consideration
      of EITF 90-13

    In
      determining the appropriate accounting treatment for the transaction the Company
      considered EITF 90-13, Accounting for Simultaneous Common Control Mergers.

    The
      transaction contemplated in EITF 90-13 involves “an entity (Parent) that obtains
      control by ownership or otherwise of another entity (Target). Almost
      simultaneously, as part of an integrated planned transaction, Target issues
      additional shares to Parent in exchange for Parent’s interest in a subsidiary
      (Subsidiary). Parent, Target, and Subsidiary are substantive operating
      entities.”

    Based
      on
      the Substantive Participating Rights of FAHZ in AmBev (the Target), it was
      concluded that the facts of the InBev-AmBev transactions did not match the
      type
      of transaction described in EITF 90-13.

    In
      reaching this conclusion, the Company referred to the Current Issues and
      Rulemaking Projects - Guidance about Accounting Rules - Reverse Acquisitions,
      as
      documented in Accounting Research Manager, which states, “the Staff believes the
“partial step-up” methodology of EITF 90-13 applies only in the particular facts
      and circumstances specified in that consensus.” Since the facts of the
      InBev-AmBev transactions were different from those described in EITF 90-13,
      we
      did not apply the provisions of that consensus.

    As
      discussed above and in accordance with our response to comment 7 in our letter
      of October 21, 2005, we believe that the Substantive Participating Rights under
      the AmBev Shareholders’ Agreement granted FAHZ the right to effectively
      participate in decisions that occur as part of the ordinary course of AmBev’s
      business and are significant factors in directing and carrying out the
      activities of AmBev’s business.

    In
      summary, although InBev received the majority of the voting shares in AmBev,
      EITF 90-13 was deemed not to be applicable because the AmBev Shareholders’
Agreement continues to provide FAHZ with Substantive Participating Rights.
      Consequently, the Company concluded that step-up of the assets and liabilities
      of Labatt was appropriate.

    Please
      note that attached hereto as Exhibit A is the written acknowledgement
      requested by the Staff.

    Please
      contact João Maurício Giffoni de Castro Neves at (5511) 2122-1428 if you would
      like to discuss our response to the letter dated October 27, 2005.

    Very
      truly yours,

            COMPANHIA
              DE BEBIDAS DAS AMÉRICAS
              -
              AMBEV

            By:
            /s/ Luiz
              Fernando Ziegler de Saint Edmond

               Name:

            Luiz
              Fernando Ziegler de Saint Edmond

              Title:

            Chief
              Executive Officer for Latin America

            By:
            /s/ João Maurício
              Giffoni de Castro Neves

               Name:

            João Maurício
              Giffoni de Castro Neves

              Title:

            Chief Financial
              Officer

    Copies
      to:

    -
      Michael
      Moran, Branch Chief, U.S. Securities and Exchange Commission

    -
      David
      Mercado, Cravath, Swaine & Moore LLP

    -
      Edward
      Ruiz, Deloitte Touche Tohmatsu, São Paulo office

      Exhibit
        A

      The
        undersigned (the "Company") hereby acknowledges that in connection with the
        Form
        20-F/A filed on July 1, 2005, as amended by its Amendment No. 1, filed by
        the
        Company on August 3, 2005 (File No. 001-15194):

              ·

                the
                  Company is responsible for the adequacy and accuracy of the disclosure
                  in
                  its filings with the Securities and Exchange Commission (the
                  “Commission”)

              ·

                comments
                  of the Staff of the Commission or changes to disclosure in response
                  to
                  Staff comments do not foreclose the Commission from taking any
                  action with
                  respect to the filings; 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

      COMPANHIA
        DE BEBIDAS DAS AMÉRICAS
        - AMBEV

                By:

               /s/
João
                Maurício Giffoni de Castro Neves

                Name:

                João
                  Maurício Giffoni de Castro Neves

                Title:

                Chief
                  Financial Officer

                By:

               /s/
Pedro
                de Abreu Mariani

                Name:

                Pedro
                  de Abreu Mariani

                Title:

                General
                  Counsel