FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of November 2005

           Brazilian Distribution Company           
(Translation of Registrant’s Name Into English)

Av. Brigadeiro Luiz Antonio,
3126 São Paulo, SP 01402-901
     Brazil     
(Address of Principal Executive Offices)

        (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

Form 20-F   X   Form 40-F       

        (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (1)):

Yes ___ No   X  

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule
101 (b) (7)):

Yes ___ No   X  

        (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes ___ No   X  

Companhia Brasileira de Distribuição

Report of Independent Accountants
on the Limited Review of the
Quarterly Information (ITR)

September 30, 2005

SPECIAL REVIEW REPORT OF INDEPENDENT AUDITORS

To the
Board of Directors and Shareholders of
Companhia Brasileira de Distribuição

São Paulo, November 4, 2005

ERNST & YOUNG
Auditores Independentes S.S.
CRC 2SP015199/O-6

Sergio Ricardo Romani
Accountant CRC 1RJ072321/S-0

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01.01 – IDENTIFICATION

01.02 - HEAD OFFICE

01.03 – INVESTOR RELATIONS OFFICER (Company Mail Address)

01.04 – GENERAL INFORMATION / INDEPENDENT ACCOUNTANT

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01.05 – CAPITAL COMPOSITION

01.06 – CHARACTERISTICS OF THE COMPANY

01.07 – COMPANIES EXCLUDED FROM THE CONSOLIDATED FINANCIAL STATEMENTS

01.08 – DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE QUARTER

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01.09 – SUBSCRIBED CAPITAL AND ALTERATIONS IN CURRENT YEAR

01.10 – INVESTOR RELATIONS OFFICER

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01.01 - Identification

02.01 - Balance Sheet - Assets (Thousands of reais)

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02.02 - Balance Sheet - Liabilities and Shareholders' Equity (Thousands of reais)

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03.01 - STATEMENT OF INCOME FOR THE QUARTER (Thousands of reais)

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04.01 - Notes to the Quarterly Financial Information (All amounts in thousands of reais, except when indicated)

1. Operations

Companhia Brasileira de Distribuição ("Company") operates primarily as a retailer of food, apparel, home appliances and other products through its chain of hypermarkets, supermarkets, specialized and department stores primarily under the trade names "Pão de Açúcar", "Extra", "Barateiro", "Comprebem", "ExtraEletro" and “Sendas”. At September 30, 2005, the Company had 555 stores in operation (553 stores in June 30, 2005), of which 374 are owned by the Company, 7 stores are operated by the subsidiary Novasoc Comercial Ltda., ("Novasoc"), 60 stores are operated by the subsidiary Sé Supermercados Ltda., ("Sé"), 8 stores are operated by the subsidiary Companhia Pernambucana de Alimentação ("CIPAL") and 106 stores are operated by Sendas Distribuidora S.A. ("Sendas Distribuidora").

On December 3, 2003, an Investment and Association Agreement was entered into with Sendas S.A. ("Sendas"). As a result of such agreement, on February 1, 2004, the subsidiary Sendas Distribuidora, which concentrates retailing activities of the Company and of Sendas in the State of Rio de Janeiro, began its operations.

According to the relevant fact disclosed on July 27, 2004, a Memorandum of Understanding was executed between Banco Itaú Holding Financeira S.A. ("Itaú") and the Company, for partnership formation with the creation of a new financial institution in the market named Financeira Itaú CBD S.A. ("FIC"). This financial institution deals in structuring and trading of financial and related products and services for CBD customers, on an exclusiveness basis.

2. Significant Accounting Policies and Consolidation Criteria

The quarterly information is the responsibility of the Company’s management and has been prepared in accordance with the provisions established by the Brazilian Corporation Law and specific norms issued by the Brazilian Securities Commission (CVM), based on the same accounting principles and practices used for preparing annual financial statements.

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2. Significant Accounting Policies and Consolidation Criteria - Continued

Investments corresponding to the equity in the results of investees, and intercompany transactions have been eliminated on consolidation of the financial information of the Company and its subsidiaries Novasoc, Sé, CIPAL, Sendas Distribuidora, Pão de Açúcar Fundo de Investimento em Direitos Creditórios ("Securitization Fund"), and Versalhes Comércio de Produtos Eletrônicos Ltda. (“Versalhes”).

In accordance with CVM Instruction No. 408/2004, the Company has included the Securitization Fund on consolidation of its quarterly information at September 30, 2005 and June 30, 2005. Accordingly, certain modifications have been made to the September 30, 2004 and June 30, 2004 consolidated statement of income, presented for comparative purposes, thereby including the Securitization Fund amounts as of that date. The Securitization Fund’s results of operation were consolidated in net financial income/expenses. See Note 3 (b).

In accordance with CVM Instruction No. 247/96, financial information of the subsidiary Nova Saper Participações Ltda. ("Nova Saper") has not been included in the consolidated financial reporting of the Company, given that it does not represent any significant change to the consolidated economic unit.

The subsidiary Sendas Distribuidora has been fully consolidated, based on the shareholders’ agreement whereby it is incumbent on the Company to conduct the operational and administrative management, as well as to have prevailing decision when electing or removing officers. Equity investment takes into consideration an equity interest of 42.57% of the capital.

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2. Significant Accounting Policies and Consolidation Criteria - Continued

In preparing financial information, the use of estimates for determining and recording certain assets, liabilities, and other transactions is required. These financial information, Parent company and Consolidated, include therefore various estimates, the main ones related to determination of useful lives of property and equipment items, provisions for contingencies, provisions for income tax and other similar items. The final results of these transactions and information, when the respective realization occurs in subsequent periods, could differ from these estimates.

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3. Trade Accounts Receivable

a) Composition

Credit card sales are paid in installments of up to 12 months.

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3. Trade Accounts Receivable -- Continued

a) Composition -- Continued

Installment sale operations are subject to prefixed interest of up to 5.5% (06.30.2005 – up to 5.5%) per month, with maturity of up to 24 months. Installment sales represent post-dated checks which, at quarter end, accrue fixed interest of up to 6.5% per month (6.9% in 06.30.2005) for settlement in up to 60 days.

Customer credit financing operations and installment sales are recorded by values net of the financial charges mentioned.

This quarter FIC effectively assumed the consumer credit operations of CBD and its subsidiaries and, at the end of September 2005, the Company transferred to FIC its consumer credit portfolio amounting to R$105,137 thousand, which includes the accrued allowance for doutbful accounts.

Accounts receivable from subsidiaries (Novasoc, Sé, CIPAL, Sendas Distribuidora and Versalhes) relate to sales of merchandise by the Company, to supply the subsidiaries´ stores. Sale of merchandise by the Company´s distribution center to subsidiaries were substantially carried out at cost.

Accounts receivable - Paes Mendonça - relate to accounts receivable for the payment of liabilities by the subsidiary Novasoc. Pursuant to contractual provisions, these accounts receivable are monetarily restated and guaranteed by goodwill of certain stores currently operating. Maturity of accounts receivable is linked to lease agreements, mentioned in Note 7 (b).

The allowance for doubtful accounts is based on average actual losses in previous periods complemented by management's estimate of probable future losses on outstanding receivables:

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3. Trade Accounts Receivable --Continued

a) Composition -- Continued

The basic policies for establishing this allowance are as follows:

Retail

. Customer credit financing - based on historical loss indices over the past 12 months; the receivables overdue for more than 180 days are recorded against the allowance.

. Installment sales (post-dated checks) - based on the historical average indices of checks returned and recoveries over the past 12 months; bounced checks are recorded against the allowance after all legal procedures have been exhausted.

. Credit card and sales vouchers - an allowance for doubtful accounts is not required as credit risks are substantially assumed by third parties.

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3. Trade Accounts Receivable -- Continued

a) Composition -- Continued

Securitization Fund

. The allowance is set up based on the credit portfolio assessment as well as on criteria defined by the Fund regulation (described below), and is considered sufficient to cover possible losses on realization of receivables overdue.

. For credit card and food purchase ticket receivables, beginning on the 4th (fourth) day after the maturity date inclusive, 100% of the amount receivable is recorded as loss. For check receivables, loss is recorded beginning on the 16th day after the maturity date.

. For direct consumer credit (DCC), 100% of the amount receivable is recorded as loss beginning on the 30th day after the maturity date.

b) Receivables securitization fund

The Pão de Açúcar Receivables Securitization Fund (“Fund”), set up on September 19, 2003, is managed by Concórdia S.A. Corretora de Valores Mobiliários, Câmbio e Commodities ("Concórdia") and is a securitization fund of receivables of the Company and its subsidiaries. At September 30, 2005, the Company held 2,439 subordinate shares of the Securitization Fund, equivalent to R$ 182,180, with a unit value of R$ 74.69 (2,439 shares equivalent to R$ 170,278, with unit value of R$ 69.81 as of June 30, 2005), representing 20.5% of the total Securitization Fund shares, the remaining shares of which are held by third parties.

The risk classification attributed to the fund is AA(bra), carried out by Fitch Ratings (Not reviewed).

Characteristics of the fund shares:

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3. Trade Accounts Receivable -- Continued

b) Receivables securitization fund -- Continued

Fund earnings: The fund seeks profitability (benchmark), in the average and long-term, varying between 105% and 101% of the average daily rate of 01 (one) day Interbank Deposits. Should the fund reach the previously-defined benchmark, all exceeding profitability will be attributed to subordinate shares only, reason why the value of such shares may differ from the senior shares value.

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3. Trade Accounts Receivable -- Continued

b) Receivables securitization fund -- Continued

With the consolidation of the Fund, senior shares were recorded as "Redeemable securitization fund shares", in “Noncurrent liabilities”, in the amount of R$ 707,183 at September 30, 2005 (R$ 674,083 at June 30, 2005).

4. Inventories

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5. Taxes Recoverable

The balances of taxes recoverable at September 30, 2005 and June 30, 2005 refer basically to credits from IRRF (Withholding Income Tax), PIS (Social Integration Program Tax), Cofins (Social Contribution on Revenues), ICMS (State Value-Added Tax) recoverable, among others.

6. Balances and Transactions with Related Parties

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6. Balances and Transactions with Related Parties -- Continued

Accounts receivable and sale of goods relate to the supply of stores, mainly of Novasoc, Sé, CIPAL and Sendas Distribuidora, by the Company's distribution center and were made substantially at cost; the remaining transactions with related parties are carried out at usual market prices and conditions. The trade commission contracts with related parties are subject to financial charges equivalent to the administration fee on such trade commissions.

(i) Related-party financing

In November 2000, the Casino Group subscribed 41,962 convertible fourth issue debentures of the Company, of a total of 100 thousand convertible debentures. Expenses with accrued interest related to such debentures amounted to R$ 429 for the quarter ended in September 30, 2005 (R$ 613 at second quarter of 2005).

(ii) Leases

CBD leases 22 properties from the Diniz family. In the quarter ended in September 30, 2005, such leases totaled R$ 3,649 (R$ 3,601 in the second quarter of 2005).

Sendas Distribuidora leases 57 properties from the Sendas family and 7 properties from CBD. During the quarter ended in September 30, 2005, the total lease paid amounted to R$ 8,950 and R$ 1,196 (R$ R$ 8,884 and R$ 1,200 in the second quarter of 2005), respectively.

Such leases were agreed under terms similar to those that would have been established had they been agreed with non-related parties.

(iii)Right of use of the Goodlight brand

In the third quarter of 2005, the Company paid the amount of R$ 57 (R$ 57 in the second quarter of 2005) for the right of use of the Goodlight brand, owned by a shareholder of the Company.

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6. Balances and Transactions with Related Parties -- Continued

(iv) Apportionment of corporate expenses

Apportioned costs will be passed on to subsidiaries and affiliated companies by the amount effectively incurred with such services.

(v) Technical Assistance - Casino

In July 2005, CBD entered into a Technical Assistance Service Agreement (denominated "Technical Assistance Agreement") with its shareholder Casino, in the total annual amount in Brazilian reais corresponding to US$ 3 million, of which the subject matter is the rendering of services by Casino to CBD, involving technical assistance in the areas of human resources, own trade marks, marketing and communication, global campaigns and administrative assistance, among others. This agreement is effective for 7 years, after which term it shall be automatically renewed for an undetermined period. This agreement was approved by a Board of Directors’ meeting and an Extraordinary General Meeting held on August 16, 2005. The Company paid in the 3^rd quarter 2005 the amount of R$ 953, related to this technical assistance.

7. Investments

a) Information on investments at September 30, 2005

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7. Investments -- Continued

b) Changes in investments

Goodwill on business acquisition and formation is supported by independent experts’ reports, based mainly on expected future profitability and surplus of property and equipment items, and will continue to be amortized over periods consistent with the earnings projections of the stores acquired and/or with the depreciation of the assets on which they were originally based, when applicable, limited to ten years. For Investments merged, the amounts referring to expected future profitability were transferred to “Deferred charges” (Note 9)

Novasoc: Novasoc has, currently, 18 lease agreements with Paes Mendonça which mature in five years, and which may be extended twice for similar periods through notification to the leaseholder, with final maturity in 2014. During the term of the contract, the shareholders of Paes Mendonça cannot sell their shares without the prior and express approval of Novasoc. Paes Mendonça continues to exist and is by contract fully and solely responsible for all and any tax, labor, social security, commercial and other liabilities.

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7. Investments -- Continued

b) Changes in investments -- Continued

Under the articles of incorporation of Novasoc, the distribution of its net income need not be proportional to the holding of each shareholder in the capital of the company. As from the shareholders´ meeting, it was agreed that the Company would participate in 99.98% of Novasoc's results as from 2000.

On September 30, 2005, the subsidiary Novasoc had negative shareholders' equity (net capital deficiency). However, because its operating continuity and future economic feasibility are assured by the parent company, the Company recorded R$ 48,955 (R$ 51,124 - June 30, 2005), in “Provision for net capital deficiency” to recognize obligations to the creditors.

c) Investment agreement – CBD and Sendas

In february of 2004, based on the Investment and Association Agreement, the companies CBD and Sendas S.A. constitute, by means of transfer of assets, rights and liabilities, a new company known as Sendas Distribuidora S.A., with the objective of operating in the retailing market in general, through the association of operating activities of both networks in the State of Rio de Janeiro. The shareholding of CBD in Sendas Distribuidora at September 30, 2005 corresponded to 42.57% of total capital. It is incumbent on CBD to conduct the operating and administrative management of the new company, through its Executive Board, in addition to its prevailing decision when electing or removing directors from their office. Based on the Shareholders’ Agreement, beginning February 1, 2007, Sendas S.A. may at its sole option exercise its right to barter its paid-in capital shares, in total or in part, for preferred shares of the capital stock of the Company.

On September 16, 2005, the Second Amendment to the Shareholders’ Agreement of Sendas Distribuidora was carried out by Sendas S.A., CBD and its subsidiaries, who decided to:

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7. Investments -- Continued

c) Investment agreement – CBD and Sendas -- Continued

(i) Capital subscription by the AIG Group

With a view to reducing net indebtedness and strengthening the capital structure of the subsidiary Sendas Distribuidora, on November 30, 2004, the parent Company CBD and investment funds of the AIG Group ("AIG") entered into an agreement through which AIG invested the amount of R$ 135,675 in Sendas Distribuidora, by means of subscription and payment of 157,082,802 Class B preferred shares, issued by Sendas Distribuidora, representing 14.86% of its capital.

As per the above agreement, CBD and AIG mutually grant reciprocal call and put options of shares acquired by AIG from Sendas Distribuidora, which may be exercised in approximately 4 years.

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7. Investments -- Continued

c) Investment agreement – CBD and Sendas -- Continued

Upon exercising the referred to options, the shares issued by Sendas Distribuidora will represent an AIG credit against CBD that may be used to subscribe up to 3,000,000,000 (three billion) preferred shares issued by CBD, which will be created in a future capital increase. The price of the future issuance of preferred shares issued by CBD will be set based on market value at the time of issuance, and the share amount issued will enable the subscription by AIG in the maximum amount referred to above and by other CBD shareholders.

The AIG share value is based on a formula that considers the Sendas Distribuidora EBITDA multiples, as defined in the Association Agreement. At September 30, 2005, total interest amounted to R$ 78,888, which, translated into the average quotation of CBD shares on the São Paulo Stock Exchange (Bovespa) in the last week of September 2005, would be equivalent to a total of 1,320,708,000 Company shares, less than the minimum of 2,000,000,000 shares to be exercised.

With the above transaction, CBD and its subsidiaries now hold 42.57% of the total Sendas Distribuidora capital.

ii) CADE (Administrative Council for Economic Defense)

On March 5, 2004, Sendas Distribuidora shareholders entered into an Operation Reversibility Agreement related to the association between CBD and Sendas S.A. in the State of Rio de Janeiro, which establishes conditions to be observed until the final decision on the takeover process, such as the continuance, totally or partially, of the stores under Sendas Distribuidora responsibility, maintenance of the work posts in accordance with the average gross billing by employee of the five largest supermarket networks, non-reduction of the term of current lease agreements, among others.

Shareholders, based on the opinion of their legal advisors and on the normal procedural steps of the process, believe that the association will be approved by the CADE.

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7. Investments -- Continued

d) Investment agreement – CBD and Itaú

Miravalles Empreendimentos e Participações S.A. ("Miravalles"), company set up in July 2004 and owner of exploitation rights of the Company´s financial activities, received funds from Itaú related to capital subscription, and now holds the equivalent to 50% of such company. Subsequently, with capital in the amount of R$ 150,000, Miravalles set up Financeira Itaú CBD S.A. – FIC, a company which will structure and trade financial products, services and related items exclusively to CBD customers.

The subscription made by Itaú in Miravalles resulted in a gain by dilution of shareholding, in the amount of R$ 380,444. Such gain was reduced by the disposal of certain assets related to the operation of provisions of implementation costs for start-up of operations and from the installment subject to performance goals during the next five years. the Company achieved performance goals equivalent to 37% until September 30, 2005, with a remaining balance of R$ 112,967 in the account “Other accounts payable”.

On October 27, 2004, definitive operating agreements were signed, and Miravalles, by means of spin-off, transferred to Otimix Empreendimentos e Participações Ltda., wholly-owned subsidiary of Sé, which is controlled by the Company, funds totaling R$ 309,007.

The present association will result in operating synergies and will enable the expansion and improvement of the current offer of services and products to CBD customers, including, among others, Private Label Credit Cards (Own label: restricted use within CBD stores), credit card company cards with widespread acceptance, direct credit to consumers and personal loans. The operating management of FIC is under Itaú responsibility.

The partnership will last for a term of 20 years, which may be extended.

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7. Investments -- Continued

(e) Acquisitions and Mergers in the Quarter

On July 26, 2005, Sé Supermercados, controlled by the Company, acquired through its subsidiary Antuérpia Empreendimentos e Participações Ltda.("Antuérpia"), the operating assets of 6 stores and 3 gas stations of Cooperativa dos Cafeicultores e Citricultores de São Paulo ("COOPERCITRUS"), located in mid-west São Paulo State interior region, for R$ 19,037.

On September 30, 2005, the articles of organization of Sé Supermercados Ltda. were amended, to include approval by partners of the following events:

i) merger with the subsidiaries Otimix and Antuerpia, whose net assets, disclosed in the valuation reports prepared by independent appraisers, as of the merger date, comprised property and equipment and short-term investments, respectively.

ii) capital increase by CBD, its controlling company, in the amount of R$ 236,845, through conversion of debts into equity.

8. Property and Equipment

Additions to property and equipment:

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8. Property and Equipment -- Continued

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9. Deferred Charges

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9. Deferred Charges -- Continued

a) Goodwill

Upon the merger of subsidiaries, the amounts originally recorded under investments – as goodwill based mainly on expected future profitability, were transferred to Deferred charges, and will continue to be amortized over periods consistent with the earnings projections on which they were originally based, limited to 10 years.

b) Pre-operating expenses and other

Refer to pre-operating expenses (including employee salaries, training, rent, lay-out and organizational restructuring of stores) which were deferred until the stores in construction and/or refurbishment began operating normally, and are amortized over a period of up to five years.

In the quarter, the Company incurred expenses in connection with the properties disposal operation, mainly related to long-term contracts closing charge, which will be amortized over the related contractual term (see Note 8) and expenses related to professional fees, which will be amortized over the period of five years.

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10. Loans and Financings

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10. Loans and Financing (Continued)

Noncurrent financings fall due as follows:

(i) On November 11, 2003, the Company obtained a new credit line with BNDES (National Bank for Economic and Social Development), in the amount of R$ 325,420. Until September 30, 2005, funds amounting to R$ 292,706 had been received (R$ 230,511 until 06.30.2005) . The loans bear interest of 4.1% p.a. above the Long-Term Interest Rate – TJLP (76% of the credit line) or above the basket of foreign currencies of BNDES (19% of the credit line) and 1% p.a. above the TJLP (5% of the credit line), and is being appropriated on a monthly basis. Payments will be made in 60 monthly installments.

The agreements with BNDES require that the Company comply with certain consolidated ratios as follows: (i) capitalization ratio (shareholders' equity/total assets) equal or higher than 0.40 and (ii) liquidity ratio (current assets/current liabilities) equal or higher than 1.05, in addition to use of these funds in the Company's program of investments for construction and/or refurbishment of stores and purchase of equipment. An effective control of the follow-up of the restrictive clauses is maintained by Management, and clauses have been complied with. The Parent company has offered guarantee, being jointly responsible until the contracts are settled.

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10. Loans and Financing -- Continued

(ii) The working capital loans are basically funds obtained with prefixed financial charges and are used to finance direct consumer credit transactions, mainly customer credit financing and post-dated checks, as well as for acquisitions, constructions and operating expansion.

In order to reduce the impacts of exchange rate fluctuations on loans in foreign currency, the Company contracts swap transactions linked to the CDI interest rate.

Working capital loans are guaranteed by promissory notes and shareholder sureties.

11. Debentures

Composition of outstanding debentures:

Noncurrent debentures mature in 2007.

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11. Debentures -- Continued

The Board of Directors, during meeting held on September 9, 2004, determined the renegotiation of debentures of the 5th issue, and the following remuneration conditions were established, which will be effective during the new remuneration term (as defined below):

(i) The new remuneration term of debentures will correspond to the period beginning on October 1, 2004 and ending on the debenture maturity date, that is, October 1, 2007;

(ii) Remuneration of debentures in the new remuneration term will bear interest on the unit nominal value, as from October 1, 2004, based on the average Interbank Deposit (DI) rates, plus 0.95% (ninety-five hundredths percent) spread per year;

(iii) The payment of the debenture remuneration will be carried out on a half-yearly basis, on April 1, 2005, October 1, 2005, April 1, 2006, October 1, 2006, April 1, 2007 and October 1, 2007;

(iv) Debentures will not be object of renegotiation until the maturity date.

The debentures from the 4th issue, sole series, in the amount of R$ 47.063, were settled this quarter.

The Company commits itself to maintain, during the term of 1st. series of the 5th issue debentures, and as long as there are outstanding debentures:
- Consolidated net debt no higher than shareholders' equity and,
- Maintenance of a ratio between the consolidated net debt and consolidated EBITDA less than or equal to 4.

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12. Provision for Contingencies

CBD and its subsidiaries are parties to tax, civil and labor proceedings both at administrative and judicial levels, some of which are supported by judicial deposits. The estimation process used to record the provision for contingencies is developed by the Company’s management based on the opinion of its legal advisors. That provision is recorded when those legal advisors state the possibility of loss is probable. The provision for contingencies is broken down as follows:

(i) The provision for COFINS and PIS includes disputed amounts (not paid), which are restated by SELIC (Special System for Settlement and Custody). These amounts are related to the claims that the Company is disputing to have the right to not apply law 9.718/98, instead of permitting it to determine the payment of COFINS under the terms of Complementary Law 70/91 (2% of revenue) and of PIS under Law 9.715/98 (0.65% of revenue) as from February 1, 1999.

(ii) The Company records a provision for labor contingencies in amounts deemed sufficient to cover potential losses on ongoing disputes based, among others, on historical losses incurred by the Company in similar cases.

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12. Provision for Contingencies -- Continued

(iii) The Company has been tendering its defense against tax and civil claims at various court levels. The Company set up a valuation allowance in amounts deemed to be sufficient to cover any unfavorable decision handed down on the suits its external and internal legal advisors rated likelihood of loss at trial as probable.

A notice of ICMS delinquency was served on the Company regarding the purchase, industrial processing and sale for export of soybean and by-products since, in the tax authorities' view, there was no circulation of goods.

Based on the opinion of our legal advisors, the notice of delinquency served on the Company, the materialization of loss at trial is possible but no probable, amounts to R$ 70,393, and no related provision was not set up.

13. Taxes in Installments

Due to unfavorable rulings to other taxpayers on similar cases, the Company decided to withdraw certain proceedings, applying in 2003 to participate in the Special Tax Payment in Installments Program - PAES, introduced by Law No. 10684/2003, presented below:

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13. Taxes in Installments – Continued

These installment payments are subject to the Long-Term Interest Rate - TJLP. These installment payments may be paid within a maximum term of 120 months.

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14. Income and Social Contribution Taxes

a) Income and social contribution tax reconciliation

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14. Income and Social Contribution Taxes - Continued

b) Deferred income and social contribution taxes

Pursuant to provisions of the Securities and Exchange Commission Resolution CVM No. 273/98 and Regulation No. 371/02, at September 30, 2005, the Company current and noncurrent assets records deferred tax credits resulting from tax losses and temporary differences in the amount of R$ 86,510 (R$ 82,904 at June 30, 2005); consolidated – R$ 432,390 (R$ 418,301 at June 30, 2005).

The realization is based on projections of future taxable income, estimated for up to ten years, as follows:

15. Shareholders’ Equity

a) Capital and share rights

Authorized capital comprises 200,000,000,000 shares. Capital fully subscribed and paid-up capital is comprised of 113,522,239,433 nominative shares with no par value in September 30, 2005 and June 30, 2005, of which 49,839,925,688 common shares with voting rights and 63,682,313,745 preferred shares, at September 30, 2005.

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15. Shareholders’ Equity -- Continued

a) Capital and share rights -- Continued

Preferred shares have no voting rights but have the same rights and benefits as the common shares, as well as priority assured in the by-laws in the event of a return of capital and priority to receive a minimum annual dividend of R$ 0.15 (15 cents) per thousand shares on a non-cumulative basis. According to the law, preferred shares are entitled to a dividend 10% higher than the common shares.

All shareholders are entitled each year to mandatory annual dividends and/or interest on own capital of not less than 25% of adjusted net income calculated in conformity with Brazilian corporate legislation.

(b) Joint venture with Casino Group

On May 3, 2005, the Diniz Group (comprised of shareholders Mr Abilio Diniz, Península Participações Ltda. and other members of the Diniz family who controlled Península) and the Casino Group signed a Joint Venture Agreement, establishing a series of transactions that ended up in joint controllership between the Casino Group and the Diniz Group as regards CBD and its parent company. On June 22, 2005, a Parent Company Shareholders Agreement and a new CBD Shareholders Agreement were signed to supersede the shareholders agreement signed in 1999 by and between these groups. The transaction was financially settled on July 8, 2005.

The Casino Group and the Diniz Group contributed 2.2 billion and 30.5 billion common shares of CBD, respectively, to the Parent Company that holds 65.6% of CBD's voting shares, accounting for 28.8% of share capital. The Casino Group holds 50% of common shares and 68.8% of total share capital of the Parent Company (Vieri), and the Diniz group holds the other 50% of common shares and 31.2% of the total capital of the Parent Company (Vieri).

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15. Shareholders’ Equity -- Continued

(b) Joint venture with Casino Group – Continued

The Casino Group made payments in cash to the Diniz Group for US$ 200 million and R$1,029,000 to purchase 60 properties from CBD.

On July 8, 2005, the Diniz Group prepaid CBD R$ 1,029,000 for future purchase of sixty properties, comprising 28 hypermarkets Extra and 32 supermarkets Pão de Açúcar, which will be transferred to a realty company owned by the Diniz Group. These stores will be leased to CBD for nearly 20 years, with possible renewal options.

As a result of the implementation of the transactions addressed in the Joint Venture Agreement, CBD share capital is held as follows:

c) Income reserves

(i) Legal reserve: amount appropriated to reserve equivalent to 5% of net income for the year, before any appropriations, and limited to 20% of capital.

(ii) Expansion reserve: amounts approved by the shareholders to reserve funds to finance additional capital investments and working capital through the appropriation of up to 100% of the net income remaining after the legal appropriations.

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15. Shareholders’ Equity -- Continued

c) Income reserves – Continued

(iii) Unrealized earnings reserve: this reserve is being realized in proportion to the realization of the permanent assets which generated the balance.

d) Preferred stock option plan

The Annual / Extraordinary General Meeting, held on April 28, 1997, approved the preferred stock option plan for the Company’s management and employees, first granted in 1996.

The option price from the date of granting to the date when the option is exercised by the employee is restated based on the General Market Price Index (IGPM), less dividends distributed in the period.

The option price for each lot of shares is, at least, 60% of the weighted average price of the preferred shares traded in the week the option is granted. The percentage may vary for each beneficiary or series.

The right to exercise the options is acquired in the following manner and terms: (i) 50% in the last month of the third year following the option date (1st tranche) and (ii) 50% in the last month of the fifth year following the option date (2nd tranche), with the condition that a certain number of shares will be restricted as to sale until the date the beneficiary retires.

The option exercise ensures the beneficiaries of the same rights granted to the other shareholders of the Company. The plan management was attributed to a committee appointed by the Board of Directors

Information on the stock option plans is summarized below:

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15. Shareholders’ Equity -- Continued

d) Preferred stock option plan -- Continued

At September 30, 2005, the Company’s preferred shares was quoted on the São Paulo Stock Exchange (Bovespa) was R$ 64.00 per thousand shares.

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16. Financial Instruments

a) General considerations

Derivative instruments and operations involving interest rates are used to protect the assets and liabilities of the Company. Transactions are carried out by the financial operations area in accordance with the strategy previously approved by the Board of Directors.

Management considers that there is no concentration of counterparties, and operations are limited to traditional, highly-rated banks and within approved limits.

With the objective of exchanging the financial charges and exchange variation of loans in foreign currency to local currency, the Company contracted swap transactions linked to the CDI variation, which reflects the market value.

b)Market value of the financial instruments

Financial investments are represented by short-term investments, stated at cost plus income earned in the period based on underlying contracts, in amounts that approximate their market value.

Other financial instruments, assets and liabilities, at September 30, 2005 and June 30, 2005, recorded in the balance sheet accounts, are adjusted at amounts that reflect and/or approximate their respective market value.

c) Credit risk

The company makes direct sales to its customers. Credit risk is mitigated due to the company's large portfolio and to the strict procedures for qualification and granting of credits currently adopted to monitor its customers' payment capacity. Advances are made to selected suppliers only. The financial condition of suppliers is constantly analyzed to limit credit risk.

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16. Financial Instruments – Continued

c) Credit Risks – Continued

To mitigate the credit risk of investments, the Company adopts policies that restrict cash and/or investments that can be allocated to a single financial institution and that take into consideration the monetary limits and credit ratings on the financial institution.

17. Subsequent Events

On October 3, 2005, the definitive contracts for sale of 60 properties of CBD and its subsidiaries to Fundo de Investimento Imobiliário Península were entered into. CBD was assured of execution of long term contract under which these properties will be leased to the Company, as well as of periodic review of minimum lease amounts and the possibility of not leasing at its discretion any of the properties, should the Company no longer be interested in exploiting them.

18. Supplemental Information

The supplemental information presents the statement of cash flows prepared in accordance with the IBRACON - Institute of Independent Auditors of Brazil Accounting Standards and Procedures (NPC-20) considering the main operations that influenced the available cash and financial investments of the Company. The statement is divided into operating, investing and financing activities accordingly to Official Circular Letter CVM No. 01/00.

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A. Statement of Cash Flows

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B. Statement of Added Value

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05.01 – COMMENTS ON COMPANY PERFORMANCE DURING THE QUARTER

See ITR 08.01 – Comments on Consolidated Performance

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06.01 – CONSOLIDATED BALANCE SHEET - ASSETS (Thousands of reais)

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06.02 – CONSOLIDATED BALANCE SHEET - LIABILITIES (Thousands of reais)

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07.01 - CONSOLIDATED STATEMENT OF INCOME (Thousands of reais)