SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

            [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

   For the transition period from ___________________ to ____________________

                         Commission file number 0-18342

                          Bremer Financial Corporation
             (Exact name of registrant as specified in its charter)

              Minnesota                                  41-0715583
    (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                   Identification No.)

         445 Minnesota Street                               55101
       Suite 2000, St. Paul, MN                           (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (651) 227-7621

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

           Securities registered pursuant to Section 12(g) of the Act:
                       Class A Common Stock, no par value

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes     No X
                                      ----   ----

Based upon the $33.14 per share price at which shares of class A common stock of
the Company were last sold before June 30, 2002, the aggregate value of the
Company's shares of class A common stock held by non-affiliates as of such date
was approximately $26.4 million. All of the Company's class B common stock is
owned by the Otto Bremer Foundation, an affiliate of the Company.

As of March 21, 2003, there were 1,200,000 shares of class A common stock and
10,800,000 shares of class B common stock outstanding.


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ITEMS AMENDED

This amended filing of the Annual Report on Form 10K for Bremer Financial
Corporation for the period ending 12/31/2002 is solely for the purpose of filing
the Index to the Exhibits found on page 65 and Exhibit 12.1 which were
inadvertently omitted from the electronic filing.  Item 15, Exhibits, Financial
Statement Schedules, and Reports on Form 8-K is found on page 60 listing exhibit
12.1 as Item 15.(a)(3).
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                          BREMER FINANCIAL CORPORATION
                           Annual Report on Form 10-K
                      for the year ended December 31, 2002

                                      INDEX
                                                                         Page

Documents Incorporated by Reference........................................ii
Cross Reference Sheet.....................................................iii

PART I

Item 1.        Business.....................................................1

Item 2.        Properties...................................................9

Item 3.        Legal Proceedings............................................9

Item 4.        Submission of Matters to a Vote of Security Holders..........9

PART II

Item 5.        Market for Registrant's Common Equity and Related
               Stockholder Matters.........................................10

Item 6.        Selected Financial Data.....................................13

Item 7.        Management's Discussion and Analysis of
               Financial Condition and Results of Operations...............14

Item 7A.       Quantitative and Qualitative Disclosure About Market Risk...34

Item 8.        Financial Statements and Supplementary Data.................35

Item 9.        Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure......................60

PART III

Item 10 through Item 13.
See "Documents Incorporated by Reference" (Page ii)........................60

Item 14.       Controls and Procedures.....................................60

PART IV

Item 15.       Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K.........................................60

Signatures        .........................................................62




                                       i
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                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

     (1) The following financial statements of Bremer Financial Corporation are
         part of this document under Item 8. Financial Statements and
         Supplementary Data:

           Consolidated Balance Sheets - December 31, 2002 and December 31, 2001

           Consolidated Statements of Income - Years ended December 31, 2002,
           2001 and 2000

           Consolidated Statements of Shareholders' Equity - Years ended
           December 31, 2002, 2001 and 2000

           Consolidated Statements of Cash Flows - Years ended December 31,
           2002, 2001 and 2000

           Notes to Consolidated Financial Statements

           Independent Auditors' Report

     (2) Financial statement schedules are omitted as they are not applicable,
         not required, or the required information is included in the financial
         statements or notes thereto.

     (3) The following exhibits are filed as a part of this report:

           10.1   Bremer Financial Corporation 2002 Variable Compensation Plan.

           10.2   Bremer Financial Corporation Executive Stock Purchase Plan
                  effective August 1, 2002.

           12.1   Statement Regarding Computation of Ratio of Earnings to Fixed
                  Charges.

           21     Subsidiaries of the Company.

           99.1   Risk Factors.

                                       60
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


May 13, 2003.                       Bremer Financial Corporation


                                      By: /s/Stan K. Dardis
                                      -----------------------------
                                      Stan K. Dardis
                                      Its President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the registrant on May
13, 2003 in the capacities indicated.


                                       /s/Stan K. Dardis
                                       ----------------------------
                                       Stan K. Dardis
                                       Its President and Chief Executive Officer
                                       and Director



                                       /s/Terry M. Cummings
                                       ----------------------------
                                       Terry M. Cummings
                                       Chairman of the Board and Director



                                       /s/William H. Lipschultz
                                       ----------------------------
                                       William H. Lipschultz
                                       Vice President and Director



                                       /s/Charlotte S. Johnson
                                       ----------------------------
                                       Charlotte S. Johnson
                                       Vice President and Director



                                       /s/Sherman Winthrop
                                       ----------------------------
                                       Sherman Winthrop
                                       Director



                                       /s/Daniel C. Reardon
                                      ---------------------------
                                       Daniel C. Reardon
                                       Vice President and Director



                                       /s/Patrick J. Donovan
                                      ---------------------------
                                       Patrick J. Donovan
                                       Director



                                       /s/Robert B. Buck
                                       ---------------------------
                                       Robert B. Buck
                                       Executive Vice President and Chief
                                       Financial Officer
                                       (Principal Financial Officer)



                                       /s/Stuart F. Bradt
                                       ---------------------------
                                       Stuart F. Bradt
                                       Controller (Principal Accounting Officer)


                                       62
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CERTIFICATIONS


I, Stan K. Dardis, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Bremer Financial
   Corporation;

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-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

   c) presented in this annual report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   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) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
   annual report whether there were significant changes in internal controls or
   in other factors that could significantly affect internal controls subsequent
   to the date of our most recent evaluation, including any corrective actions
   with regard to significant deficiencies and material weaknesses.

 Date:   May 13, 2003
                                       /s/Stan K. Dardis
                                       ---------------------------
                                       Stan K. Dardis
                                       Chief Executive Officer



                                       63
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I, Robert B. Buck , certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Bremer Financial
   Corporation;

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-14 and 15d-14) for the registrant and we have:

   a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing date of this
      annual report (the "Evaluation Date"); and

   c) presented in this annual report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   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) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

   b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
   annual report whether there were significant changes in internal controls or
   in other factors that could significantly affect internal controls subsequent
   to the date of our most recent evaluation, including any corrective actions
   with regard to significant deficiencies and material weaknesses.

 Date:   May 13, 2003
                                       /s/ Robert B. Buck
                                       ---------------------------
                                       Robert B. Buck
                                       Chief Financial Officer


                                       64
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                                INDEX TO EXHIBITS

Description of Exhibits

10.1       Bremer Financial Corporation 2002 Variable Compensation Plan.

10.2       Bremer Financial Corporation Executive Stock Purchase Plan effective
           August 1, 2002.

12.1       Statement Regarding Computation of Ratio of Earnings to Fixed Charges

21         Subsidiaries of the Company.

99.1       Risk Factors.

99.2       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.

99.3       Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       65

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