---

|UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
|----------------------------------------------------------------------
|                                                                      
|FORM 20-F/A(Amendment No.1)                                           
|                                                                      

|   | Registration Statement
pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of
1934                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------
|OR
|   | 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: 1-14640-01

UNIBANCO-UNIÃO DE BANCOS BRASILEIROS S.A.
& UNIBANCO HOLDINGS S.A.(Exact name of each Registrant as specified in its
charter)UNIBANCO-UNION OF BRAZILIAN BANKS S.A.
& UNIBANCO HOLDINGS S.A.(Translation of Registrant's names into English)

|Federative Republic of Brazil(Jurisdiction of incorporation or organization)
|----------------------------------------------------------------------------

|UNIBANCO-UNIÃO DE BANCOS
BRASILEIROS S.A.
Avenida Eusébio Matoso 891
05423-901 São Paulo, SP         | UNIBANCO HOLDINGS S.A.
Avenida Eusébio Matoso 891
22nd Floor
05423-901 São Paulo, SP
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------
|(Adresses of principal executive offices)Securities registered pursuant to Section 12(b) of the Act:

|Title of each Class                                                                                                                                                                             | (Name of each exchange on which registered)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------
|Global Depositary Shares, each representing 500 Units each Unit
consisting of one Unibanco Preferred Share and one Unibanco Holding Class B Preferred Share                                     | New York Stock Exchange                    
|Unibanco Preferred Shares, without par value                                                                                                                                                    | New York Stock Exchange*                   
|Unibanco Holding Class B Preferred Shares, without par value                                                                                                                                    | New York Stock Exchange*                   
|                                                                                                                                                                                               
|Securities 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)

Indicate the number of outstanding shares of each of the issuers classes of capital or common stock
as of the close of the period covered by the annual report:

| | 75,568,744,349 Unibanco Common Shares, no par value per share                    
| | ---------------------------------------------------------------------------------
| | 62,978,027,725 Unibanco Preferred Shares, no par value per share                 
| | 37,138,435,873 Unibanco Holdings Common Shares, no par value per share           
| | 3,843,541,338 Unibanco Holdings Class A Preferred Shares, no par value per share 
| | 42,426,331,767 Unibanco Holdings Class B Preferred Shares, no par value per share

---

Indicate by check mark whether the registrants (1) have 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 registrants were 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 registrants have elected to follow:

Item 17  
         Item 18

* Not for trading purposes, but only in connection with the registration of
Global Depositary Shares, pursuant to the requirements of the Securities and
Exchange Commission.

---



EXPLANATORY NOTE

Item 19 of this Form  20-F/A  for the fiscal  year  ended  December
 31,  2002 has been  revised to include a revised  audit  report by Deloitte  Touche
 Tohmatsu  Auditores  Independentes  (Deloitte)  with respect to the financial
 statements of  Unibanco-União  de Bancos  Brasileiros  S.A. and Unibanco  Holdings S.A.
 (the  Registrants).  The audit  report is being  re-filed to revise  wording in the
audit  report of Deloitte  relating to  Deloittes  audit of the  Registrants  financial
 statements  as of and for the year ended  December  31,  2001.  This  Form  20-F/A
 consists  of a  cover  page,  this  explanatory  note,  the information  required by
Item 18 of Form 20-F  (Financial  Statements  by reference to Item 19), a signature page,
and the principal  executive and principal  financial officer  certifications  required
to be included herein.  In accordance with Rules 12b-15  promulgated  pursuant to the
Securities  Exchange Act of 1934, the complete  text of Item 19, as amended,  is included
or  incorporated  by  reference  herein.  However,  with respect to the  financial
 statements,  other than the revised  audit report by Deloitte with respect to the
financial statements of the Registrants, no changes have been made.

This Form 20-F/A does not reflect events  occurring after the filing
of the original Form 20-F, and does not  modify or update  the  disclosures  therein  in
any way other  than as  required  to  reflect  the amendments described above and set
forth below.



PART III

Item 18. FINANCIAL STATEMENTS

Reference is made to Item 19 of this Form 20-F/A for a list of all
 financial  statements  filed as part of this annual report.

Item 19. FINANCIAL STATEMENTS & EXHIBITS

(a) Financial Statements

INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders of
Unibanco Holdings S.A.
and
Unibanco - União de Bancos Brasileiros S.A.

|1. | We have audited the  accompanying  consolidated  balance  sheets of Unibanco  Holdings S.A.  (partially
     owned  subsidiary of Moreira  Salles Group) and  subsidiary,  (the  Holdings) and Unibanco - União de
     Bancos  Brasileiros  S.A.  and  subsidiaries  (the  Bank) as of December  31, 2002 and 2001,  and the
     related  consolidated  statements  of income,  changes in  stockholders'  equity and cash flows for the
     years then ended. These consolidated  financial  statements are the responsibility of the Holdings' and
     the Bank's  management.  Our  responsibility  is to express  an opinion on these  financial  statements
     based on our audits.               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | We conducted our audits 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 audits provide
     a reasonable basis for our opinion.
|  
|3. | In our opinion,  such consolidated  financial statements present fairly, in all material respects,  the
     consolidated  financial  position of both the  Holdings  and the Bank as of December 31, 2002 and 2001,
     and the  consolidated  results of their  operations  and their cash flows for the years then ended,  in
     conformity with accounting principles generally accepted in the United States of America.                                                                                                                                                                                                                                                                                 

/s:/ Deloitte Touche Tohmatsu
Auditores Independentes
June 23, 2003
São
Paulo, Brazil

The  audited   consolidated   financial  statements  of  Unibanco
 Holdings  S.A.  and  subsidiary, Unibanco-União  de Bancos  Brasileiros  S.A. and
 subsidiaries  as of December 31, 2001 and 2002 and for the years ended December 31,
2000,  2001 and 2002 together with the report of  PricewaterhouseCoopers  Auditores
Independentes  on such  financial  statements  for  the  year  ended  December  31,  2000
 and  the  audited consolidated  financial  statements of Credicard S.A.  Administradora
 de Cartões de Crédito,  together with the report of KPMG  Auditores  Independentes
 thereon,  filed as part of the original 20-F on June 27, 2003, are incorporated herein
by reference.

(b)      Exhibits

|1.1* | Articles of Association of Unibanco-União  de Bancos  Brasileiros S.A., as amended and consolidated
       on April 28, 2003 (English-language version).                                                                                                                                                                                                                                      
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|1.2* | Articles of Association of Unibanco  Holdings S.A., as amended and  consolidated  on April 28, 2003
       (English-language version).                                                                                                                                                                                                                                                        
|    
|4.1* | Closing  Agreement  (Acordo de  Fechamento),  dated as of June 28, 2002,  among  Unibanco-União  de
       Bancos  Brasileiros  S.A.,  Banco  Bradesco S.A.,  União de Comércio  Participações  Ltda.,  PT Prime
       S.G.P.S.  S.A., Bus Serviços de  Telecomunicações  S.A., Bus Holding S.A., Primesys S.A. and Portugal
       Telecom S.A., together with its English-language version.
|    
|8.1* | List of our Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                     
|    
|10.1 | Certifications  pursuant to 18 United States Code § 1350 as adopted  pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                        

|______________________
|----------------------
|*                     



SIGNATURES

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the  registrants  certify that they
meet all of the  requirements  for  filing on Form  20-F/A and have duly  caused  this  annual  report to be
signed on their behalf by the undersigned, thereunto duly authorized.

`UNIBANCO - UNIÃO DE BANCOS BRASILEIROS S.A.




                  By:  /s/ Fernando Barreira Sotelino
                       ___________________________________
                       Name:  Fernando Barreira Sotelino
                       Title: Executive President of the Wholesale Banking Group



                  By:  /s/ Geraldo Travaglia Filho
                       ___________________________________
                       Name:  Geraldo Travaglia Filho
                       Title: Executive Officer




                  UNIBANCO HOLDINGS S.A.



                  By:  /s/ Israel Vainboim
                       ___________________________________
                       Name:   Israel Vainboim
                       Title:  Executive President



                  By:  /s/ Geraldo Travaglia Filho
                       ___________________________________
                       Name:  Geraldo Travaglia Filho
                       Title: Officer


Dated:  August 7, 2003`



CERTIFICATION

I, Fernando Barreira Sotelino, certify that:

1. I have reviewed this annual report on Form 20-F/A of Unibanco-União
de Bancos Brasileiros 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. 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 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 or not
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.

Dated:  August 7, 2003

`By: /s/ Fernando Barreira Sotelino
                       ___________________________________
                       Name:  Fernando Barreira Sotelino
                       Title: Executive President of the Wholesale Banking Group`



CERTIFICATION

I, Joaquim Francisco de Castro Neto, certify that:

1. I have reviewed this annual report on Form 20-F/A of Unibanco-União
de Bancos Brasileiros 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. 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 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 or not
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.

Dated:  August 7, 2003

`By: /s/ Joaquim Francisco de Castro Neto
                         ___________________________________
                         Name:  Joaquim Francisco de Castro Neto
                         Title:  Executive President of the Retail Banking Group`



CERTIFICATION

I, Geraldo Travaglia Filho, certify that:

1. I have reviewed this annual report on Form 20-F/A of Unibanco-União
de Bancos Brasileiros 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. 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 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 or not
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.

Dated:  August 7, 2003

`By: /s/ Geraldo Travaglia Filho
                            ___________________________________
                            Name:  Geraldo Travaglia Filho
                            Title:  Executive Officer as Chief Financial Officer`



CERTIFICATION

I, Israel Vainboim, certify that:

1. I have reviewed this annual report on Form 20-F/A of Unibanco Holdings 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. 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 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 or not
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.

Dated:  August 7, 2003

`By: /s/ Israel Vainboim
                               ___________________________________
                               Name:  Israel Vainboim
                               Title:  Executive President`



CERTIFICATION

I, Geraldo Travaglia Filho, certify that:

1. I have reviewed this annual report on Form 20-F/A of Unibanco Holdings 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. 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 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 or not
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.

Dated:  August 7, 2003

`By: /s/ Geraldo Travaglia Filho
                               ___________________________________
                               Name:  Geraldo Travaglia Filho
                               Title:  Officer as Chief Financial Officer`



EXHIBIT INDEX

|1.1* | Articles of Association of Unibanco-União  de Bancos  Brasileiros S.A., as amended and consolidated
       on April 28, 2003 (English-language version).                                                                                                                                                                                                                                      
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|1.2* | Articles of Association of Unibanco  Holdings S.A., as amended and  consolidated  on April 28, 2003
       (English-language version).                                                                                                                                                                                                                                                        
|    
|4.1* | Closing  Agreement  (Acordo de  Fechamento),  dated as of June 28, 2002,  among  Unibanco-União  de
       Bancos  Brasileiros  S.A.,  Banco  Bradesco S.A.,  União de Comércio  Participações  Ltda.,  PT Prime
       S.G.P.S.  S.A., Bus Serviços de  Telecomunicações  S.A., Bus Holding S.A., Primesys S.A. and Portugal
       Telecom S.A., together with its English-language version.
|    
|8.1* | List of our Subsidiaries.                                                                                                                                                                                                                                                                                                                                                                     
|    
|10.1 | Certifications  pursuant to 18 United  States  Code § 1350 as adopted  pursuant to Section
       906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                      

|______________________
|----------------------
|*                     



CERTIFICATION                                   Pursuant to 18 United
States Code § 1350

The undersigned  hereby certifies that to his knowledge the Form
20-F/A of Unibanco-União de Bancos Brasileiros  S.A.  (the  Company)  filed with the
 Securities  and Exchange  Commission on the date hereof fully complies with the
 requirements  of section 13(a) or 15(d) of the Securities  Exchange Act of 1934 and that
the  information  contained in such report fairly  presents,  in all material  respects,
 the financial condition and results of operations of the Company.

`/s/ Fernando Barreira Sotelino
                       ___________________________________
                       Name:  Fernando Barreira Sotelino
                       Title: Executive President of the Wholesale Banking Group
                       Date:  August 7, 2003`

A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002, or   other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed  form within the electronic
version of this written statement required by Section 906 of the Sarbanes-Oxley     Act
of 2002, has been provided to Unibanco-União de Bancos Brasileiros S.A. and will be
retained by   Unibanco-União de Bancos Brasileiros S.A and furnished to the Securities
and Exchange Commission or its                                             staff upon
request.



CERTIFICATION                                   Pursuant to 18 United
States Code § 1350

The undersigned  hereby certifies that to his knowledge the Form
20-F/A of Unibanco-União de Bancos Brasileiros  S.A.  (the  Company)  filed with the
 Securities  and Exchange  Commission on the date hereof fully complies with the
 requirements  of section 13(a) or 15(d) of the Securities  Exchange Act of 1934 and that
the  information  contained in such report fairly  presents,  in all material  respects,
 the financial condition and results of operations of the Company.

`/s/ Joaquim Francisco de Castro Neto
                         ___________________________________
                         Name:  Joaquim Francisco de Castro Neto
                         Title:  Executive President of the Retail Banking Group
                         Date:  August 7, 2003`

A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002, or   other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed  form within the electronic
version of this written statement required by Section 906 of the Sarbanes-Oxley     Act
of 2002, has been provided to Unibanco-União de Bancos Brasileiros S.A. and will be
retained by   Unibanco-União de Bancos Brasileiros S.A and furnished to the Securities
and Exchange Commission or its                                             staff upon
request.



CERTIFICATION                                   Pursuant to 18 United
States Code § 1350

The undersigned  hereby certifies that to his knowledge the Form
20-F/A of Unibanco-União de Bancos Brasileiros  S.A.  (the  Company)  filed with the
 Securities  and Exchange  Commission on the date hereof fully complies with the
 requirements  of section 13(a) or 15(d) of the Securities  Exchange Act of 1934 and that
the  information  contained in such report fairly  presents,  in all material  respects,
 the financial condition and results of operations of the Company.

`/s/ Geraldo Travaglia Filho
                            ___________________________________
                            Name:  Geraldo Travaglia Filho
                            Title:  Executive Officer as Chief Financial Officer
                            Date:  August 7, 2003`

A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002, or   other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed  form within the electronic
version of this written statement required by Section 906 of the Sarbanes-Oxley     Act
of 2002, has been provided to Unibanco-União de Bancos Brasileiros S.A. and will be
retained by   Unibanco-União de Bancos Brasileiros S.A and furnished to the Securities
and Exchange Commission or its                                             staff upon
request.



CERTIFICATION                                   Pursuant to 18 United
States Code § 1350

The undersigned  hereby certifies that to his knowledge the Form
20-F/A of Unibanco Holdings S.A.  (the  Company)  filed with the
 Securities  and Exchange  Commission on the date hereof fully complies with the
 requirements  of section 13(a) or 15(d) of the Securities  Exchange Act of 1934 and that
the  information  contained in such report fairly  presents,  in all material  respects,
 the financial condition and results of operations of the Company.

`/s/ Israel Vainboim
                               ___________________________________
                               Name:  Israel Vainboim
                               Title:  Executive President
                               Date:  August 7, 2003`

A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002, or   other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed  form within the electronic
version of this written statement required by Section 906 of the Sarbanes-Oxley     Act
of 2002, has been provided to Unibanco Holdings S.A and will be
retained by Unibanco Holdings S.A and furnished to the Securities
and Exchange Commission or its                                             staff upon
request.



CERTIFICATION                                   Pursuant to 18 United
States Code § 1350

The undersigned  hereby certifies that to his knowledge the Form
20-F/A of Unibanco Holdings S.A.  (the  Company)  filed with the
 Securities  and Exchange  Commission on the date hereof fully complies with the
 requirements  of section 13(a) or 15(d) of the Securities  Exchange Act of 1934 and that
the  information  contained in such report fairly  presents,  in all material  respects,
 the financial condition and results of operations of the Company.

`/s/ Geraldo Travaglia Filho
                               ___________________________________
                               Name:  Geraldo Travaglia Filho
                               Title:  Officer as Chief Financial Officer
                               Date:  August 7, 2003`

A signed original of this written statement required by Section 906
of the Sarbanes-Oxley Act of 2002, or   other document authenticating, acknowledging, or
otherwise adopting the signature that appears in typed  form within the electronic
version of this written statement required by Section 906 of the Sarbanes-Oxley     Act
of 2002, has been provided to Unibanco Holdings S.A
and will be
retained by   Unibanco Holdings S.A and furnished to the Securities
and Exchange Commission or its                                             staff upon
request.