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|SECURITIES
            AND EXCHANGE COMMISSIONWashington, D.C. 20549
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|FORM 20-F/A
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|(Amendment
          No.1)
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|ESPÍRITO
            SANTO FINANCIAL GROUP S.A.
      (Exact name of Registrant as specified in its charter)Grand Duchy of Luxembourg
      (Jurisdiction of incorporation or organization)231, Val des Bons-MaladesL-2121 Luxembourg-Kirchberg
      (Address of principal executive offices)
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Securities registered or to be
    registered pursuant to Section 12(b) of the Act:

|Title
            of each class                             |  | Name of each
          exchangeon which registered
|----------------------------------------------------------- |  | --------------------------------------------------
|                                                            |  |                                                   
|American
          Depositary Shares                        |  | New
        York Stock Exchange                   
|Ordinary
          Shares (nominal value euro 10 per share) |  | New
        York Stock Exchange*                  

| 
|-
|*

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 of the issuers classes of capital or common stock as of December
    31, 2002:
  Ordinary Share, nominal value euro 10 per share: 47,908,555

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            No

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




Item 17            Item
    18

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TABLE OF CONTENTS EXPLANATORY NOTE
      
      2ITEM 18.  FINANCIAL
      STATEMENTS
      
      3SIGNATURE
      
      4


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Explanatory Note

The purpose of this Amendment No. 1 to the
      Espírito Santo Financial Group S.A. (“ESFG”) Annual
      Report on Form 20-F for the year ended December 31, 2002 (the “Form
      20-F”) is to file the “Report of KPMG, Independent Auditors” set
      forth on pages A-1 and A-2 of this Amendment No. 1 to replace the “Report
      of KPMG, Independent Auditors” previously filed on pages F-1 and
      F-2 of the Form 20-F. This amendment amends “ITEM 18. FINANCIAL STATEMENTS” to
      such effect.


Other than as expressly set forth above, this
      Amendment No. 1 does not, and does not purport to, amend, update or restate
      the information in any other Item of the Form 20-F or reflect any events
      that have occurred after such Form 20-F was filed. 2


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ITEM 18. FINANCIAL STATEMENTS

The following portions of ESFG’s Form
      20-F, as set forth on pages F-3 through F-111 thereof, are incorporated
      herein by reference.


| | Report of PricewaterhouseCoopers, Independent
        Auditors                                                   | F-3 
| | ---------------------------------------------------------------------------------------------------------------- | ----
| | Consolidated Balance Sheets – as of
        December 31, 2002 and 2001                                           | F-5 
| | Consolidated Statements of Income – years
        ended December 31, 2002, 2001 and 2000                         | F-6 
| | Consolidated Statements of Cash Flows – years
        ended December 31, 2002, 2001 and 2000                     | F-8 
| | Consolidated Statements of Changes in Shareholders
        Equity – years ended December 31, 2002, 2001 and 2000 | F-10
| | Notes to Consolidated Financial Statements                                                                       | F-11

The “Report of
    KPMG, Independent Auditors”, included on pages A-1 and A-2 hereof,
    is filed herewith to replace the “Report of KPMG, Independent Auditors” previously
    filed on pages F-1 and F-2 of ESFG’s Form 20-F as originally filed.


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SIGNATURE

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


|Dated: August 8, 2003 | ESPÍRITO SANTO FINANCIAL
        GROUP S.A.
      (Registrant)
|--------------------- | --------------------------------------------------------------
|                      |                                                               
|                      | By:                                                           
|                      |                                                               
|                      | Name:
      Title:                                            

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I, Ricardo Espírito Santo
      Silva Salgado, certify that:


|1. | I have reviewed
        this annual report on Form 20-F of Espírito Santo Financial Group
        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. | I am responsible
        for establishing and maintaining disclosure controls and procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        have:                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | (a)                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | (b)                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | (c)                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                               
|5. | I have disclosed,
        based on my most recent evaluation, to the registrants auditors
        and the audit committee of registrants board of directors (or persons
        performing the equivalent function):                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | (a)                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                               
|   | (b)                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                               
|6. | I have indicated
        in this annual report whether or not there were significant changes in
        internal controls or in other factors that could significantly affect
        internal controls subsequent to the date of my most recent evaluation,
        including any corrective actions with regard to significant deficiencies
        and material weaknesses.

|       |                                                                         | 
|------ | ----------------------------------------------------------------------- | 
|       | /s/ RICARDO ESPÍRITO SANTO SILVA SALGADO                                | 
|       |                                                                         | 
|Title: | Chairman of the Board
      (Principal Executive and Financial Officer) | 

Date:  August 8, 2003

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ESPÍRITO SANTO FINANCIAL
      GROUP SA



REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of
    Directors ofEspírito Santo Financial Group SA

We have audited the accompanying
    consolidated balance sheet of Espírito Santo Financial Group SA and
    subsidiaries (the ESFG Group) as of December 31, 2002, and the
    related consolidated statements of income, cash flows and changes in shareholders equity
    for the year ended December 31, 2002. These consolidated financial statements
    are the responsibility of the Companys management. Our responsibility
    is to express an opinion on these consolidated financial statements based
    on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion, the accompanying
    financial statements present fairly, in all material respects, the consolidated
    financial position of the Espírito Santo Financial Group SA at December
    31, 2002, and the consolidated results of its operations and the cash flows
    for the year ended December 31, 2002, in conformity with generally accepted
    accounting principles in Portugal as referred to in note 2 to the financial
    statements.

Without qualifying our opinion expressed
    in the previous paragraph we draw attention to the fact that we were appointed
    as auditors of the ESFG Group in July 2002 for performing an audit of the
    consolidated financial statements for the year ending December 31, 2002.
    The comparative figures for the year ended December 31, 2001 are presented
    in compliance with the requirements of the generally accepted accounting
    principles in Portugal and were subject to an audit performed by another
    audit firm, who issued an unqualified audit report dated May 8, 2002.

That report included the following
    emphases of matter which have been updated where appropriate:




| |  | In 2001, with the authorization
          of the Bank of Portugal, Banco Espírito Santo, S.A., a subsidiary
          company of the ESFG Group, accounted for the curtailment losses related
          to early retirements occurred in that period in the amount of 67 million
          euros and the unrecognised prior service costs in the amount of 34
          million euros as a charge against Share Premium. The effect on the
          consolidated financial statements of the ESFG Group was to reduce the
          consolidated shareholders equity by 32.3 million euros, corresponding
          to the amount of ESFGs indirect ownership of BESs share
          capital at December 31, 2001. This accounting treatment did not apply
          to 2002.
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A-1

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ESPÍRITO SANTO FINANCIAL
        GROUP SA

REPORT OF INDEPENDENT AUDITORS  Continued



| |  | At 31 December 2001, the
          strategic investment in PT Multimédia, SGPS, S.A., held by Banco
          Espírito Santo, S.A., was carried at cost in the balance sheet,
          following the rules of the Bank of Portugal in place at that time.
          This cost was above the respective market price by approximately 198
          million euros. Following the issuance of the Regulation 4/2002 in June
          2002, under which the Bank of Portugal established the basis for the
          provisioning of the unrealised losses associated with the strategic
          investments held by financial institutions, Banco Espírito Santo,
          S.A. provided for an amount of 15.3 million euros, corresponding to
          a part of the unrealised losses with the investment in PT Multimédia,
          SGPS, S.A., determined as at December 31, 2002 following the transitional
          provisions of the referred Regulation. The effect of the application
          of Regulation 4/2002 is disclosed in Note 7 to the financial statements.
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| |  | During 2001, with the agreement
          of the Instituto de Seguros de Portugal (the Insurance Regulator),
          Tranquilidade, a subsidiary of the ESFG Group, charged 15 millions
          euros against retained earnings related to the increase in the mathematical
          reserves for workers compensation, as a result of changes in actuarial
          assumptions introduced by the Insurance Regulator in 2000, which were
          required to be utilized by the end of the financial year 2001. The
          effect of the charge on the consolidated retained earnings of the Group
          at December 31, 2001 was 10 million euros.

The financial statements have been
    prepared in accordance with generally accepted accounting principles in Portugal.
    The generally accepted accounting principles in Portugal vary in certain
    material respects from accounting principles generally accepted in the United
    States of America. The application of accounting principles generally accepted
    in the United States of America would have affected the determination of
    net income for the year ended December 31, 2002 and the determination of
    shareholders equity at December 31, 2002 to the extent summarized in
    note 34 of the notes to the financial statements.

Lisbon, Portugal
  May 12, 2003
  (Except for notes 34 and 36 which are as of July 14, 2003)



KPMG

A-2

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