SECURITIES AND EXCHANGE COMMISSION  Washington, D.C. 20549


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FORM 20-F/A


o 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 1934for the fiscal year ended December
  31, 2002

OR

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

Commission file number 1-14554


BANCO SANTANDER-CHILE


(FORMERLY
  KNOWN AS BANCO SANTIAGO)


(Exact name of Registrant
  as specified in its charter)


SANTANDER-CHILE BANK


(Translation of Registrants
  name into English)


Chile


(Jurisdiction of incorporation)


Bandera
  140 
  Santiago, Chile 
  Telephone: 011-562 320-2000


(Address of principal executive
  offices)


Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class
      Name of
        each exchangeon which registeredAmerican Depositary Shares,
        each representing the right to receive 1,039Shares
        of Common Stock without par value
      New York Stock ExchangeShares of Common Stock,
        without par value*
      New York Stock Exchange


|* | Santander-Chiles shares
      of common stock are not listed for trading, but only in connection
      with the registration of the American Depositary Shares, pursuant
      to the requirements of the New York Stock Exchange.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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


None


(Title of Class)


Securities for which there
  is a reporting obligation pursuant to Section 15(d) of the Act:


None


(Title of Class)


The number of outstanding
  shares of each class of common stock of Banco Santander-Chile at December
  31, 2002 was:


188,446,126,794 Shares
  of Common Stock, without 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.

Yesx
      Noo


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

Item 17o
      Item 18x


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EXPLANATORY NOTE

The purpose of this amendment to the Annual Report on Form 20-F for the year
ended December 31, 2002 filed by Banco Santander-Chile on June 27, 2003 (the 2002 Form 20-F) is to include the audit report
relating to our consolidated financial statements at December 31, 2001 and for the years ended December 31, 2000 and 2001.
These financial statements were included in our 2002 Form 20-F as originally filed and a related audit report was previously filed by us in our registration
statement on Form F-4, Registration No. 333-90288. Except for the addition of the audit report, no changes have been made to the
2002 Form 20-F.

This 20-F/A consists of a cover page, this explanatory note, Item 19 (as amended) of the 2002 Form 20-F, the above-described audit report, the signature page and the required certifications of the
principal executive officer and the principal financial officer of Banco Santander-Chile.

Other than expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any Item of the 2002 Form 20-F or reflect any events that have
occurred after the 2002 Form 20-F was filed.

2

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ITEM 19. EXHIBITS

(a) Index to Financial Statements

| |                                                                                             | Page  | 
| | ------------------------------------------------------------------------------------------- | ----- | 
| | Report of Independent Accountants
       PricewaterhouseCoopers 2002                       | F-2   | 
| | Report of Independent Auditors
       Ernst & Young 2001                                   | F-3.1 | 
| | Consolidated Balance Sheets
      as of December 31, 2001 and 2002                          | F-4   | 
| | Consolidated Statements of
      Income for the three years in the period ended             |       | 
| | December
      31, 2002                                                                     | F-6   | 
| | Consolidated Statements of
      Cash Flows for the three years in the period ended         |       | 
| | December
      31, 2002                                                                     | F-7   | 
| | Consolidated Statements of
      Changes in Shareholders equity for the three years in the |       | 
| | period ended
      December 31, 2002                                                        | F-8   | 
| | Notes to the Audited Consolidated
      Financial Statements                                | F-9   | 

(b) Index to Exhibits:

Exhibit

Number Description

|1.1  | Restated Articles of Incorporation
      and By-Laws (estatutos) of Santander-Chile (Spanish Version) (incorporated
      by reference to our Registration Statement on Form F-4 (Registration
      No. 333-100975) filed with the Commission on December 12, 2002).                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.2  | Restated Articles of Incorporation
      and By-Laws (estatutos) of Santander-Chile (English Version) (incorporated
      by reference to our Registration Statement on Form F-4 (Registration
      No. 333-100975) filed with the Commission on December 12, 2002).                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2A.1 | Form of Amended and Restated Deposit Agreement,
      datedAugust 1, 2002, among Banco
      Santander-Chile (formerly known as Banco Santiago), the Bank of New
      York (as depositary) and Holders of American Depositary Receipts (incorporated
      by reference to our Registration Statement on Form F-6 No. 333-97303,
      filed with the Commission on July 26, 2002).                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2A.2 | Form of Foreign Investment
      Contract among Banco Santiago, JPMorgan Chase Bank and the Central
      Bank of Chile relating to the foreign exchange treatment of an investment
      in ADSs (accompanied by an English translation) (Incorporated by reference
      to our Registration Statement on Form F-1 (Registration No. 333-7676)
      filed with the Commission on October 23, 1997).                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2A.3 | Copy of the Central Bank Chapter
      XXVI Regulations Related to the Acquisition of Shares in Chilean Corporations
      and the Issuance of Instrument on Foreign Stock Exchanges or under
      Other Terms and Conditions of Issue (accompanied by an English translation)
      (incorporated by reference to Santander-Chiles Annual Report
      for the fiscal year ended December 31, 1996 (File No. 1-13448) filed
      with the Commission on June 30, 1997).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2A.4 | Press release by Central Bank
      eliminating exchange restrictions (accompanied by an English translation)
      (incorporated by reference to Santander-Chiles Annual Report
      on Form 20-F for the fiscal year ended December 31, 2001 (File No.
      1-13448) filed with the Commission on June 28, 2001).                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2B.1 | Program Agreement and Offering
      Circular for Santander-Chiles U.S. $300 million Euro Medium
      Term Note Program (incorporated by reference to Santander-Chiles
      Annual Report on Form 20-F for the fiscal year ended December 31,
      2001 (File No. 1-13448) filed with the Commission on June 28, 2001).                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2B.2 | Indenture for 61/2% subordinated
      notes dated as of October 15, 1998 between Santander-Chile and Bankers
      Trust Company, as trustee (incorporated by reference to Santander-Chiles
      Annual Report                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

3

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|     | on Form 20-F for the fiscal
      year ended December 31, 2001 (File No. 1-13448) filed with the Commission
      on June 28, 2001).                                                                                                                                                                                                                                                            
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|2B.3 | First Supplemental Indenture
      for 61/2%
      subordinated notes dated as of October 15, 1998 between Santander-Chile
      and Bankers Trust Company, as trustee (incorporated by reference to
      Santander-Chiles Annual Report on Form 20-F for the fiscal year
      ended December 31, 2001 (File No. 1-13448) filed with the Commission
      on June 28, 2001).                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|2B.4 | Agreement for the Issuance
      of Bonds dated November 26, 1996 between Santander-Chile and Banco
      Security (accompanied by an English translation) (incorporated by
      reference to Santander-Chiles Annual Report for the fiscal year
      ended December 31, 1996 (File No. 1-13448) filed with the Commission
      on June 30, 1997).                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|2B.5 | Agreement for the Issuance
      of Subordinated Bonds dated November 26, 1996 between Santander-Chile
      and Banco Security (accompanied by an English translation) (incorporated
      by reference to Santander-Chiles Annual Report for the fiscal
      year ended December 31, 1996 (File No. 1-13448) filed with the Commission
      on June 30, 1997).                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.1 | Resolution of the Shareholders
      Meeting of the former Santander-Chile of June 10, 1996, authorizing
      the Merger with Osorno (accompanied by an English translation) (incorporated
      by reference to Santander-Chiles Annual Report for the fiscal
      year ended December 31, 1996 (File No. 1-13448) filed with the Commission
      on June 30, 1997).                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.2 | Resolution of the Shareholders
      Meeting of Osorno of June 10, 1996, authorizing the Merger with the
      former Santander-Chile (accompanied by an English translation) (incorporated
      by reference to Santander-Chiles Annual Report for the fiscal
      year ended December 31, 1996 (File No. 1-13448) filed with the Commission
      on June 30, 1997).                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.3 | Share Purchase Promise Agreement
      dated April 11, 1996 between Santander-Chile and the Former Osorno
      Control Group (accompanied by an English translation) (incorporated
      by reference to Santander-Chiles Annual Report for the fiscal
      year ended December 31, 1996 (File No. 1-13448) filed with the Commission
      on June 30, 1997).                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.4 | Share Purchase Agreement dated
      November 11, 1996 between Santander-Chile and the Former Osorno Control
      Group (accompanied by an English translation) (incorporated by reference
      to Santander-Chiles Annual Report for the fiscal year ended
      December 31, 1996 (File No. 1-13448) filed with the Commission on
      June 30, 1997).                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.5 | Automatic Teller Machines
      Participation Agreement dated October 1, 1988 between Banco Español-Chile
      (predecessor to Santander-Chile) and REDBANC (accompanied by an English
      translation) (incorporated by reference to Santander-Chiles
      Annual Report for the fiscal year ended December 31, 1996 (File No.
      1-13448) filed with the Commission on June 30, 1997).
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.6 | Stock Purchase Agreement relating
      to Santander Insurance dated July 2, 1998 among Santander Chile Holding,
      Soince S.A. and Santander-Chile (incorporated by reference to Santander-Chiles
      Annual Report for the fiscal year ended December 31, 1998 (File No.
      1-13448) filed with the Commission on June 15, 1999).                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.7 | Share Buyout and Release of
      Preferential Options Agreement relating to Santander Securitization
      dated October 28, 1998 between Santander Chile Holding and Santander-Chile
      (incorporated by reference to Santander-Chiles Annual Report
      for the fiscal year ended December 31, 1998 (File No. 1-13448) filed
      with the Commission on June 15, 1999).              
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|4A.8 | Outsourcing agreement between
      Banco Santiago and IBM de Chile S.A.C. dated June 30, 2000 (including
      English summary) (incorporated by reference to our Annual Report on
      Form 20-F for the fiscal year ended December 31, 2000) (File No. 1-4554)
      filed with the Commission on December 31, 2000).                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|7.   | Statement explaining Calculation
      of Ratios (incorporated by reference to Santander-Chiles                                                                                                                                                                                                                                                                                                

4

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|     | Annual Report on Form 20-F
      for the fiscal year ended December 31, 2001 (File No. 1-13448) filed
      with the Commission on June 28, 2001).                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                   
|8.   | List of Subsidiaries (incorporated
      by reference to Santander-Chiles Annual Report on Form 20-F
      for the fiscal year ended December 31, 2002 (File No. 1-14554) filed
      with the Commission on June 27, 2003).     
|     |                                                                                                                                                                                                                                   
|99.1 | Section 906 Certification
      (incorporated by reference to Santander-Chiles Annual Report
      on Form 20-F for the fiscal year ended December 31, 2002 (File No.
      1-14554) filed with the Commission on June 27, 2003).
|     |                                                                                                                                                                                                                                   

5

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| |  ̈ | Huérfanos
      770, 5° Piso
      Santiago, Chile |  ̈ | Teléfono
       Fax  
      Casilla | :
      (56-2) 676 1000 
       : (56-2) 676 1010
        : 2823
| | - | -------------------------------------------------- | - | ----------------------------------- | ----------------------------------------------------------------

REPORT
  OF INDEPENDENT AUDITORS

To the
  Board of Directors and Shareholders of Banco Santander-Chile
  (formerly Banco Santiago) and Subsidiaries:

We have
  audited the accompanying consolidated balance sheets of Banco Santander-Chile
  (formerly Banco Santiago) and Subsidiaries (the Bank) as of
  December 31, 2001 and the related consolidated statements of income, cash
  flows and changes in shareholders equity for each of the two years
  in the period ended December 31, 2001. These financial statements are
  the responsibility of the Banks Management. Our responsibility is
  to express an opinion on these financial statements based on our audit.

We conducted
  our audits in accordance with generally accepted auditing standards in
  the United States of America. Those standards require that we plan and
  perform our audit to obtain reasonable assurance about whether the financial
  statements are free of material misstatements. 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 the Banks Manufacturing,
  as well as evaluating the overall financial statement presentation. We
  believe that our audits provide a reasonable basis for our opinion.

In our
  opinion, the consolidated financial statements referred to above present
  fairly, in all material respects, the consolidated financial position
  of Banco-Santander Chile (formerly Banco Santiago) and subsidiaries as
  of December 31, 2001, and the consolidated results of their operations
  and their cash flows for each of the two years in the period ended December
  31, 2001, in conformity with accounting principles generally accepted
  in Chile and the regulations issued by the Chilean Superintendency of
  Banks and Financial Institutions.

Accounting
  principles generally accepted in Chile vary in certain significant respects
  from generally accepted accounting principles in the United States of
  America. Application of generally accepted accounting principles in the
  United States of America would have affected consolidated shareholders
  equity as of December 31, 2001, and the consolidated results of operations
  for each of the two years in the period ended December 31, 2001, to the
  extent summarized in Note 28 of the notes to the consolidated financial
  statements.

ERNST
  & YOUNG LIMITADA                                                                                                 /s/
  Ernst & Young

Santiago,
  Chile January 18, 2002 (except
  for Note 28 for which the date is September 30, 2002)



Firma miembro de Ernst & Young Global
  F-3.1

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SIGNATURES

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

BANCO SANTANDER-CHILEBy:
      /s/ Gonzalo Romero A.Name:
      Gonzalo Romero A.Title:
      General Counsel


Date: July 14, 2003

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CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Fernando Cañas, certify that:

1. I have reviewed this Annual Report on Form 20-F/A of
Banco Santander-Chile; and

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.

By:
      /s/ Fernando CañasName:
      Fernando CañasTitle:
      Chief Executive Officer


Date: July 14, 2003

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CHIEF FINANCIAL OFFICER CERTIFICATION

I, David Turiel, certify that:

1. I have reviewed this Annual Report on Form 20-F/A of
Banco Santander-Chile; and

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.

By:
      /s/ David TurielName:
      David TurielTitle:
      Chief Financial Officer


Date: July 14, 2003