UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 20-F/A
                                (Amendment No. 1)

/ / REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                                       OR

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

                                       OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                         Commission file number 1-15018

                        Votorantim Celulose e Papel S.A.
             (Exact name of Registrant as specified in its charter)

                         Votorantim Pulp and Paper Inc.
                 (Translation of Registrant's name into English)

                          Federative Republic of Brazil
                 (Jurisdiction of incorporation or organization)

                         Alameda Santos, 1357, 6th floor
                        01419-908, Sao Paulo, SP, Brazil
                    (Address of principal executive offices)

                              --------------------

Securities registered or to be registered pursuant to Section 12(b) of the Act.
<TABLE>
<S>                                                <C>
Title of each class:                               Name of each exchange on which registered:
Preferred Shares, without par value                            New York Stock Exchange*
American Depositary Shares (as evidenced                       New York Stock Exchange
  by American Depositary Receipts), each
  representing 500 shares of Preferred Stock
</TABLE>

-------------
* Not for trading purposes but only in connection with the registration on the
New York Stock Exchange of American Depositary Shares representing those
preferred shares.

                              --------------------

               Securities registered or to be registered pursuant
                          to Section 12(g) of the Act:

                                      None
                              --------------------

              Securities for which there is a reporting obligation
                     pursuant to Section 15(d) of the Act:

                                      None
                              --------------------

The number of outstanding shares of each class of stock of Votorantim Celulose e
Papel S.A. as of December 31, 2002.

                        21,140,490 Shares of Common Stock
                      17,182,209 Shares of Preferred Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes /X/ No //

Indicate by check mark which financial statement item the
registrant has elected to follow.

                             Item 17 // Item 18 /X/

Please send copies of notices and communications from the Securities and
Exchange Commission to:

                             Richard S. Aldrich, Jr.
                             Shearman & Sterling LLP
                              599 Lexington Avenue
                               New York, NY 10022


<PAGE>


                                EXPLANATORY NOTE

     This Amendment No. 1 on Form 20-F/A amends the annual report on Form 20-F
of Votorantim Celulose e Papel S.A. for the year ended December 31, 2002, filed
with the Securities and Exchange Commission on June 30, 2003 (we refer to such
Form 20-F as the "Annual Report").

     This Amendment No, 1 amends Item 18 of the Annual Report to include an
audit report by Ernst & Young Auditores Independentes S.C. ("Ernst & Young")
with respect to the financial statements of Votorantim Celulose e Papel S.A.,
(the "Registrant"). The Ernst & Young audit report being filed is related to
Ernst & Young's audit of the Registrant's financial statements as of December
31, 2001 and for the years ended December 31, 2000 and 2001. This Form 20-F/A
consists of a cover page, this explanatory note, the information required by
Item 18 of Form 20-F (Financial Statements), a signature page and the principal
executive and principal financial officer certifications required to be filed as
exhibits hereto. In accordance with Rules 12b-15 promulgated pursuant to the
Securities Exchange Act of 1934, the complete text of Item 18, as amended, is
included or incorporated by reference herein. However, with respect to the
financial statements, other than the inclusion of the audit report by Ernst &
Young with respect to the financial statements of the Registrant, no changes
have been made.

     This Form 20-F/A does not reflect events occurring after the filing of the
original Form 20-F, and does not modify or update the disclosures therein in any
way other than as required to reflect the amendments described above and set
forth below.


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<PAGE>


                                    PART III

Item 18. FINANCIAL STATEMENTS


                         Report of Independent Auditors

The Board of Directors and Shareholders of
Votorantim Celulose e Papel S.A.

We have audited the accompanying consolidated balance sheet of Votorantim
Celulose e Papel S.A. as of December 31, 2001, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the two
years in the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. The financial
statements as of and for the ended December 31, 2001 of Aracruz Celulose S.A. (a
corporation in which the Company has a 12.35% equity interest), have been
audited by other auditors whose report has been furnished to us; insofar as our
opinion on the consolidated financial statements relates to balance sheet data
included for Aracruz Celulose S.A., it is based solely on their report.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based upon our audits and the report of other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Votorantim Celulose e Papel S.A. at
December 31, 2001, and the consolidated results of its operations and its cash
flows for each of the two years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

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

                             /s/ Idesio S. Coelho Jr
                                Idesio S. Coelho Jr
                                     Partner



Sao Paulo, Bazil
January 28, 2002


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<PAGE>


The audited consolidated financial statements of Votorantim Celulose e Papel
S.A. ("VCP") as of December 31, 2001 and 2002 and for the years ended December
31, 2000, 2001 and 2002 and the list thereof, together with the report of
PricewaterhouseCoopers Auditores Independentes, all of which were filed as part
of the original 20-F on June 30, 2003, are incorporated herein by reference.

Item 19. EXHIBITS

Exhibit Number                       Description

1.   English translation of the By-laws. (incorporated herein by reference to
     our annual report on Form F-20 for the year ended December 31, 2001).

2.   Form of Amended and Restated Deposit Agreement among us, The Bank of New
     York, as depositary, and the Owners and Beneficial Owners of American
     Depositary Receipts, including the form of American Depositary Receipts.
     (incorporated herein by reference to our registration statement on Form F-6
     (No. 333-84964))

2.1  Indenture, dated June 27, 1997, among Voto-Votorantim Overseas Trading
     Operations N.V., as issuer, The Chase Manhattan Bank, as trustee,
     registrar, transfer agent and paying agent, and S.A. Industrias Votorantim,
     Votorantim Celulose e Papel S.A., Celpav Celulose e Papel Ltda., and
     Companhia de Cimento-Portland Gaucho, as guarantors. (incorporated herein
     by reference to our registration statement on Form F-1 (No. 333-11766))

3.1  Shareholders' Agreement of Aracruz Celulose S.A. dated January 22, 1988
     among the Lorentzen Business Group, the Safra Business Group, Companhia
     Souza Cruz Industria e Comercio, BNDESPAR and Billerud Aktiebolag.
     (incorporated herein by reference to our annual report on Form F-20 for the
     year ended December 31, 2001).

3.2  First Amendment and Ratification to the Shareholders' Agreement of Aracruz
     Celulose S.A. dated June 30, 1989. (incorporated herein by reference to our
     annual report on Form F-20 for the year ended December 31, 2001).

3.3  Terms of Adhesion to the Shareholders' Agreement of Aracruz Celulose S.A.,
     dated November 1, 2001. (incorporated herein by reference to our annual
     report on Form F-20 for the year ended December 31, 2001).

4.1  Financing Agreement, dated January 31, 1992, between Banco Nacional de
     Desenvolvimento Economico e Social--BNDES and Industria de Papel Simao S.A.
     (incorporated herein by reference to our registration statement on Form F-1
     (No. 333-11766))


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<PAGE>


4.2  Financing Agreement, dated August 13, 1997, between Banco Nacional de
     Desenvolvimento Economico e Social--BNDES and Industria de Papel Simao S.A.
     (incorporated herein by reference to our registration statement on Form F-1
     (No. 333-11766))

4.3  Financing Agreement, dated February 26, 1996, between Banco Nacional de
     Desenvolvimento Economico e Social--BNDES and Industria de Papel Simao S.A.
     (incorporated herein by reference to our registration statement on Form F-1
     (No. 333-11766))

4.4  Financing Agreement, dated February 10, 1998, between Banco Nacional de
     Desenvolvimento Economico e Social--BNDES and Celpav Celulose e Papel Ltda.
     (incorporated herein by reference to our registration statement on Form F-1
     (No. 333-11766))

4.5+ Pulp Supply Agreement, dated January 1, 1999, between Kimberly-Clark
     International and Votorantim International North America. (incorporated
     herein by reference to our registration statement on Form F-1 (No.
     333-11766))

4.6+ Technology Transfer Agreement, dated September 1, 1989, between Kanzaki
     Paper Mfg. Co., Ltd. and Industrias de Papel Simao S.A. (incorporated
     herein by reference to our registration statement on Form F-1 (No.
     333-11766))

4.7+ Second Amendment Agreement to Technology Transfer Agreement, dated October
     4, 1999, between New Oji Paper Co., Ltd. and Industrias de Papel Simao S.A.
     (incorporated herein by reference to our registration statement on Form F-1
     (No. 333-11766))

4.8+ Second Addendum to the Industrial Technology License Agreement, dated as of
     October 4, 1999, between the Registrant and Oji Paper Co., Ltd.
     (incorporated herein by reference to our registration statement on Form F-1
     (No. 333-11766))

4.9  Agreement, dated December 29, 1999, between the Registrant and Maspha
     Comercial Ltda. (incorporated herein by reference to our registration
     statement on Form F-1 (No. 333-11766))

4.10 Loan Agreement, dated October 29, 2001, among POBT Bank and Trust Limited,
     Newark Financial Inc. and VCP. (incorporated herein by reference to our
     annual report on Form F-20 for the year ended December 31, 2001).

4.11 Loan Agreement, dated October 26, 2001, among Banco Bradesco S.A., Grand
     Cayman, Newark Financial Inc. and VCP. (incorporated herein by reference to
     our annual report on Form F-20 for the year ended December 31, 2001).


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<PAGE>


4.12 Loan Agreement, dated October 26, 2001, among Unibanco-Uniao de Bancos
     Brasileiros S.A., Nassau Branch, Newark Financial Inc. and VCP.
     (incorporated herein by reference to our annual report on Form F-20 for the
     year ended December 31, 2001).

4.13 Loan Agreement, dated October 19, 2001, among Banco BBA-Creditanstalt
     S.A.--Nassau branch, Newark Financial Inc. and VCP. (incorporated herein by
     reference to our annual report on Form F-20 for the year ended December 31,
     2001).

4.14 Offshore Export Prepayment Agreement No. G-5261/01, dated October 29, 2001,
     between ABN Amro Bank N.V. and Newark Financial Inc. (incorporated herein
     by reference to our annual report on Form F-20 for the year ended December
     31, 2001).

4.15 Term Loan Facility Letter, dated October 24, 2001, between Dresdner Bank
     Lateinamerika AG and Newark Financial Inc. (incorporated herein by
     reference to our annual report on Form F-20 for the year ended December 31,
     2001). 4.16 Promissory Note, dated October 29, 2001, between Banco ABC
     Brasil S.A., Cayman Islands branch, and Newark Financial Inc. (incorporated
     herein by reference to our annual report on Form F-20 for the year ended
     December 31, 2001).

4.17 Export Finance Agreement dated as of October 29, 2001 by and between VCP
     Exportadora e Participacoes S.A., Votorantrade N.V., S.A. Industrias
     Votorantim, Citrovita Agroindustrial Ltda., Cia. Nitroquimica Brasileira,
     Cia. Niquel Tocantins, Votorantim Celulose e Papel S.A., Votocel Filmes
     Flexiveis Ltda., Votorantim Mineracao e Metalurgica Ltda. and Cia. Mineira.
     (incorporated herein by reference to our annual report on Form F-20 for the
     year ended December 31, 2001).

4.18*First Supplemental Indenture dated as of June 27, 2002 to the Indenture
     dated as of June 27, 1997 among Voto-Votorantim Overseas Trading Operations
     N.V., as issuer, Votorantim Participacoes S.A., Votorantim Celulose e Papel
     S.A. and Cimento Rio Branco S.A., as guarantors, and JP Morgan Chase Bank,
     as trustee.

4.19*Credit Agreement, dated as of May 23, 2002 in the amount of U.S.$380
     million, among Newark Financial Inc., VCP Exportadora e Participacoes S.A.,
     Votorantim Celulose e Papel S.A., VCP Trading N.V., VCP North America Inc.,
     certain lenders, ABN Amro Bank N.V. and The Bank of New York.

4.20*Credit Agreement, dated as of September 23, 2002 in the amount of U.S.$203
     million, between St. Helen Holding III Ltd. and ABN Amro Bank N.V.


                                      5
<PAGE>


6.1  See Note 2(k) to our financial statements for information explaining how
     earnings per share information was calculated.

8.1  See Note 2(c) to our financial statements for information regarding our
     subsidiaries.

12.1 Certifications by the Chief Financial Officer and Chief Executive Officer
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1 Certifications by the Chief Financial Officer and Chief Executive Officer
     pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002.

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+ Portions of the exhibit have been omitted pursuant to a request for
confidential treatment filed separately with the Commission.

* Previously filed as an exhibit to the Registrant's annual report for the year
ended December 31, 2002 on Form 20-F dated June 30, 2003, and incorporated
herein by reference.


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<PAGE>


                                   SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F/A and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.




                                     VOTORANTIM CELULOSE E PAPEL S.A.


                                     By: /s/ Valdir Roque
                                         ----------------------------------
                                         Name:   Valdir Roque
                                         Title:  Chief Financial Officer


                                     By: /s/ Raul Calfat
                                         ----------------------------------
                                         Name:   Raul Calfat
                                         Title:  Chief Executive Officer


Date: December 8, 2003





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