---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F/A-1





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended November 30, 2002



Commission file number 0-13742





OCÉ N.V.



(Exact name of registrant as
specified in its charter)



The Netherlands

(Jurisdiction of Incorporation or Organization)



Urbanusweg 43, 5914 CA VENLO, The Netherlands

(Address of Principal Executive Offices)



Securities
registered pursuant to Section 12(b) of the Act: None



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



Ordinary Shares,

nominal or par value 0.50 Euro per share



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 and (2) has been subject to such filing requirements for at least the past 90 days. Yes x    No ̈.



Indicate by check mark which financial statement item the registrant has elected to follow: Item 17 x    Item 18 ̈



Copies of notices and communications from the Securities and Exchange Commission should be sent to:



|Daniel I. Booker     |  | H.J. Huiberts           
|-------------------- |  | ------------------------
|Reed Smith LLP       |  | Secretary of the Company
|435 Sixth Avenue     |  | Océ N.V.                
|Pittsburgh, PA 15219 |  | P.O. Box 101            
|                     |  | 5900 MA VENLO           
|                     |  | The Netherlands         



---



---

TABLE OF CONTENTS



|Item |  | Description   |  | Page
|---- |  | ------------- |  | ----
|     |  |              
|     |  | Part III      |  |     
|     |  |              
|19   |  | Exhibits      |  |     
|     |  | Signatures    |  |     
|     |  | Exhibit Index |  |     



---

EXPLANATORY NOTE



This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended November 30, 2002 of Océ N.V. (the
Company) is being filed with the United States Securities and Exchange Commission (the SEC) solely for the purpose of amending and restating Exhibit 4(d). In connection with this amendment, the registrant is including the
certifications required by Rule 13a-14(a) promulgated under the Securities and Exchange Act of 1934, as amended. The Company has not updated the disclosure in this Amendment to speak as of a later date than the date of the original filing.



---

Item 19    FINANCIAL STATEMENTS AND EXHIBITS



The following exhibits are being filed as part of this Amendment No. 1:



4 (a)    Private Label Program Agreement dated November 5, 2002, between
the Company and De Lage Landen International B.V. *



THIS AGREEMENT HAS
BEEN MODIFIED. MATERIAL HAS BEEN OMITTED FROM THIS AGREEMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THAT MATERIAL HAS BEEN FILED SEPARATELY WITH THE OFFICE OF THE SECRETARY OF THE U.S. SECURITIES AND EXCHANGE COMMISSION. A DOUBLE
ASTERISK (**) MARKS EACH PLACE WHERE INFORMATION HAS BEEN OMITTED FROM THIS AGREEMENT PURSUANT TO SUCH REQUEST.



33.1    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) *



33.2    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)*



* Filed herewith.



---

SIGNATURES



The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A-1 and that it has duly caused and authorized the undersigned to sign
this Amendment No. 1 to Annual Report on Form 20-F.



| |  |  |  | OCÉ N.V.
| |  |  |  | --------
| |  |  |  |         
| |  |  |  |         
| |  |  |  |         



Dated: September 23, 2003