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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





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FORM 10-K/A





FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





(Mark One)


|x |  | AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended August 31, 2002





OR





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




Commission File Number: 001-16565





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ACCENTURE LTD





Bermuda

98-0341111(State or other jurisdiction of

(I.R.S. Employer Identification No.)incorporation or organization)





Cedar House


41 Cedar Avenue


Hamilton HM12, Bermuda


(Address Of Principal Executive Offices)





(441) 296-8262


(Registrants Telephone Number, Including Area Code)





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





Title of Each Class

Name of Exchange on Which RegisteredClass A common shares, par value $0.0000225 per share

New York Stock Exchange





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





Class X common shares, par value
$0.0000225 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 (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  x    No  ̈





The aggregate market value of the common equity of the Registrant held by non-affiliates of the Registrant on
February 28, 2002 was approximately $8.9 billion, based on the closing price of the Registrants Class A common shares, par value $0.0000225 per share, reported on the New York Stock Exchange on such date of $26.19 per share and on the par
value of the Registrants Class X common shares, par value $0.0000225 per share.





The aggregate market value
of the common equity of the Registrant held by non-affiliates of the Registrant on October 29, 2002 was approximately $6.9 billion, based on the closing price of the Registrants Class A common shares, par value $0.0000225 per share, reported
on the New York Stock Exchange on such date of $16.75 per share and on the par value of the Registrants Class X common shares, par value $0.0000225 per share.





The number of shares of the Registrants Class A common shares, par value $0.0000225 per share, outstanding as of October 29, 2002 was 411,303,410 (which number does
not include 28,122,237 issued shares held by subsidiaries of the Registrant). The number of shares of the Registrants Class X common shares, par value $0.0000225 per share, outstanding as of October 29, 2002 was 524,094,456.





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The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its
Annual Report on Form 10-K for the year ended August 31, 2002 as set forth below and in the pages attached hereto.





ITEM 14.

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





The following financial statements with respect to the Accenture
Ltd 2001 Employee Share Purchase Plan are filed herewith as exhibits pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, as amended, in lieu of filing on Form 11-K:





Exhibit 23.3

Consent of Independent AuditorsExhibit 23.4

Consent of Independent AccountantsExhibit 99.3

Independent Auditors ReportExhibit 99.4

Report of Independent AccountantsExhibit 99.5

(a)    Statements of Financial Condition as of August 31, 2002 and August 31, 2001
 (b)    Statements of Operations and Changes in Plan Equity for the Year Ended August 31,
2002 and the Period Ended August 31, 2001  (c)    Notes to Financial
Statements




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SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf on December 20, 2002 by the undersigned, thereunto duly authorized.





ACCENTURE LTDBy:

/S/    JOE W. FOREHANDName:

Joe W. ForehandTitle:

Chief Executive OfficerBy:

/S/    HARRY L. YOUName:

Harry L. YouTitle:

Chief Executive Officer




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