UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 20-F/A

/ / 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, 2003

                                       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>
<CAPTION>
<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.


<PAGE>


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

 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, 2003.

                      21,140,490,321 Shares of Common Stock
                    17,182,209,232 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

    Item 19 of this Form 20-F/A for the fiscal year ended December 31, 2003 has
been amended to include a report of independent registered public accounting
firm ("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 year then ended. 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 by reference to Item 19), 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 19,
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.

                                       1

<PAGE>


                                    PART III

Item 18. FINANCIAL STATEMENTS

    Reference is made to Item 19 of this Form 20-F/A for a list of all financial
statements filed as part of this annual report.

Item 19. FINANCIAL STATEMENTS & EXHIBITS

    (a) Financial Statements

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the 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 the year then ended. 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 audit. The financial statements as of and for the year ended December 31,
2001 of Aracruz Celulose S.A. (a corporation in which 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
relate to Aracruz Celulose S.A. it is based solely on their report.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 audit provides a
reasonable basis for our opinion.

In our opinion, based upon our audit and the report of other auditors, the
consolidated 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 result of its operations
and its cash flows for the year ended December 31, 2001, in conformity with U.S.
generally accepted accounting principles.

                                  ERNST & YOUNG
                          Auditores Independentes S.S.

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


                                       2

<PAGE>

Sao Paulo, Brazil
January 28, 2002

The audited consolidated financial statements of Votorantim Celulose e Papel
S.A., and subsidiaries as of December 31, 2002 and 2003 and for the years ended
December 31, 2001, 2002 and 2003, together with the report of
PricewaterhouseCoopers Auditores Independentes, filed as part of the original
20-F on June 30, 2004, are incorporated herein by reference.

    (b) Exhibits

  Exhibit
  Number       Description
  ------       -----------
  1+           English translation of the By-laws.

  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.

  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.

  2.2+         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 JPMorgan Chase Bank, as
               trustee.

  2.3          Indenture, dated July 28, 2003, among Voto-Votorantim Overseas
               Trading Operations II Limited, as issuer, JPMorgan Chase Bank, as
               trustee, JPMorgan Chase Bank, London Branch and J.P.Morgan Chase
               Bank Luxembourg S.A., as paying agents, J.P.Morgan Trust Bank
               Ltd., as principal paying agent, and Votorantim Participacoes
               S.A., Votorantim Celulose e Papel S.A., and Cimento Rio Branco
               S.A., as guarantors.

  2.4          Indenture, dated January 23, 2004, among Voto-Votorantim Overseas
               Trading Operations III Limited, as issuer, The Bank of New York,
               as trustee, The Bank of New York, as transfer agent, paying agent
               and registrar, The Bank of Tokyo-Mitsubishi Ltd., London Branch,
               as principal paying agent, and Votorantim Participacoes S.A.,
               Votorantim Celulose e Papel S.A., Cimento Rio Branco S.A., and
               Companhia Niquel Tocantins, as guarantors.

  3.3+         Terms of Adhesion to the Shareholders' Agreement of Aracruz
               Celulose S.A., dated November 1, 2001.

  4.1*[dagger] Technology Transfer Agreement, dated September 1, 1989, between
               Kanzaki Paper Mfg. Co., Ltd. and Industrias de Papel Simao S.A.

  4.2*[dagger] Second Amendment Agreement to Technology Transfer Agreement,
               dated October 4, 1999, between New Oji Paper Co., Ltd. and
               Industrias de Papel S S.A.

  4.3*[dagger] Second Addendum to the Industrial Technology License Agreement,
               dated as of October 4, 1999, between the Registrant and Oji Paper
               Co., Ltd.

                                       3


<PAGE>



  4.4*         Agreement, dated December 29, 1999, between the Registrant and
               Maspha Comercial Ltda.

  4.5+         Loan Agreement, dated October 29, 2001, among POBT Bank and Trust
               Limited, Newark Financial Inc. and VCP.

  4.6+         Offshore Export Prepayment Agreement No. G-5261/01, dated October
               29, 2001, between ABN Amro Bank N.V. and Newark Financial Inc.

  4.7+         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.

  4.8+         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.

  4.9+         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.

  4.10+        Amended and Restated Credit Agreement, dated as of May 23, 2002,
               as amended and restated as of April 26, 2004 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.

  6+           See Note 2(j) to our financial statements for information
               explaining how earnings per share information was calculated.

  8+           See Note 2(b) to our financial statements for information
               regarding our subsidiaries.

  11.1+        English translation of Code of Ethics.

  12.1         Rule 13a-14(a)/15(d)-14(a) Cerfiticate of Chief Executive
               Officer.

  12.2         Rule 13a-14(a)/15(d)-14(a) Cerfiticate of Chief Financial
               Officer.

  13.1         Section 130 Certification of Chief Executive Officer.

  13.2         Section 130 Certification of Chief Financial Officer.

-----------
*        Incorporated herein by reference to our registration statement on Form
         F-1 (No. 333-11766).

**       Incorporated herein by reference to our registration statement on Form
         F-6 (No. 333-84964).

[dagger] Portions of the exhibit have been omitted pursuant to a request for
         confidential treatment filed separately with the Securities and
         Exchange Commission.

+        Previously filed.

                                       4

<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/ Jose Luciano Duarte Penido
                                           -------------------------------------
                                           Name: Jose Luciano Duarte Penido
                                           Title: Chief Executive Officer


Date: December 28, 2004



                                       5

<PAGE>


                                                                    EXHIBIT 12.1

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

               SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002



    In connection with the Annual Report of Votorantim Celulose e Papel S.A.
(the "Company") on Form 20-F/A for the fiscal year ended December 31, 2003, as
filed with the U.S. Securities and Exchange Commission on the date hereof (the
"Report"), I, Jose Luciano Duarte Penido, Chief Executive Officer, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the
U.S. Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

    (i)  the Report fully complies with the requirements of Section 13(a) or
         15(d) of the U.S. Securities Exchange Act of 1934; and

    (ii) the information contained in the Report fairly represents, in all
         material respects, the financial condition and results of operations of
         the Company.





/s/ Jose Luciano Duarte Penido
------------------------------
Name:  Jose Luciano Duarte Penido
Title: Chief Executive Officer

December 28, 2004



A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.


                                       6

<PAGE>


                                                                    EXHIBIT 12.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

                             AS ADOPTED PURSUANT TO

               SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002



    In connection with the Annual Report of Votorantim Celulose e Papel S.A.
(the "Company") on Form 20-F/A for the fiscal year ended December 31, 2003, as
filed with the U.S. Securities and Exchange Commission on the date hereof (the
"Report"), I, Valdir Roque, Chief Financial Officer, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to section 906 of the U.S.
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

    (i)  the Report fully complies with the requirements of Section 13(a) or
         15(d) of the U.S. Securities Exchange Act of 1934; and

    (ii) the information contained in the Report fairly represents, in all
         material respects, the financial condition and results of operations of
         the Company.





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

December 28, 2004



A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its
staff upon request.


                                       7

<PAGE>


                                                                    EXHIBIT 13.1

                                  CERTIFICATION

I, Jose Luciano Duarte Penido, certify that:

1.  I have reviewed this annual report on Form 20-F/A of Votorantim Celulose e
    Papel S.A.;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a- 15(e) and 15d-15(e)) for the registrant and have:

    (a)  Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this annual report is being prepared;

    (b)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this annual report our conclusions about
         the effectiveness of the disclosure controls and procedures, as of the
         end of the period covered by this annual report is being prepared;

    (c)  Disclosed in this report any change in the Company's internal control
         over financial reporting that occurred during the period covered by the
         annual report that has materially affected, or is reasonably likely to
         materially affect, the company's internal control over financial
         reporting; and

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):

    (a)  All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely


                                       8


<PAGE>


         affect the registrant's ability to record, process, summarize and
         report financial information; and

   (b)  Any fraud, whether or not material, that involves management or other
         employees will have a significant role in the registrant's internal
         control over financial reporting.



Date:  December 28, 2004

By:  /s/ Jose Luciano Duarte Penido
     ------------------------------
Name:  Jose Luciano Duarte Penido
Title: Chief Executive Officer


                                       9


<PAGE>


                                                                    EXHIBIT 13.2

                                  CERTIFICATION

I, Valdir Roque, certify that:

1.  I have reviewed this annual report on Form 20-F/A of Votorantim Celulose e
    Papel S.A.;

2.  Based on my knowledge, this annual report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this annual report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this annual report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    (a)  Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this annual report is being prepared;

    (b)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this annual report our conclusions about
         the effectiveness of the disclosure controls and procedures, as of the
         end of the period covered by this annual report is being prepared;

    (c)  Disclosed in this report any change in the Company's internal control
         over financial reporting that occurred during the period covered by the
         annual report that has materially affected, or is reasonably likely to
         materially affect, the company's internal control over financial
         reporting; and

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):

    (a)  All significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely

                                       10


<PAGE>



         affect the registrant's ability to record, process, summarize and
         report financial information; and

    (b)  Any fraud, whether or not material, that involves management or other
         employees will have a significant role in the registrant's internal
         control over financial reporting.



Date:  December 28, 2004

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



                                       11