UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549



                                      FORM 10-K/A

                                   Amendment No. 1


  (Mark one)

  /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


      Commission File Number:  333-65298-03


        Banc of America Commercial Mortgage Inc.
        Commercial Mortgage Pass-Through Certificates
        Series 2002-PB2 Trust

       (Exact name of registrant as specified in its charter)



   New York                                       52-2365571
                                                  52-2365572
                                                  52-7281898
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

   c/o Wells Fargo Bank Minnesota, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)     (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


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

       NONE.



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

       NONE.



  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 ( 229.405 of this chapter) 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.

         Not applicable.






  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates of the registrant. The aggregate market
  value shall be computed by reference to the price at which the common
  equity was sold, or the average bid and asked prices of such common
  equity, as of a specified date within 60 days prior to the date of
  filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.)

         Not applicable.








  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

         Not applicable.



  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.
  annual report to security holders for fiscal year ended December 24, 1980).

         Not applicable.










                                 PART I

  Item 1.  Business.

            Omitted.

  Item 2.  Properties.

            See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
            provided in lieu of information required by Item 102 of
            Regulation S-K.



  Item 3.  Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the trusts created under the Pooling and Servicing
            Agreement (the Trusts), the Trustee, the Servicer or the
            registrant with respect to the Trusts other than routine
            litigation incidental to the duties of the respective parties.





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


            None.

                               PART II


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


            No established public trading market for the Certificates exists.

            Records provided to the Trust by the DTC and the Trustee
            indicate that as of December 31, 2002, the number of holders of
            record for each class of Certificate were as follows:


             Class A-1                         8
             Class A-2                         7
             Class A-3                         3
             Class A-4                        24
             Class B                           3
             Class C                           2
             Class D                           2
             Class E                           2
             Class F                           3
             Class G                           1
             Class H                           2
             Class J                           2
             Class K                           3
             Class L                           1
             Class M                           1
             Class N                           1
             Class O                           1
             Class P                           1
             Class Q                           1
             Class R-I                         1
             Class R-II                        1
             Class X-C                         5
             Class X-P                         2
             Class Z-I                         1
             Class Z-II                        1

             Total:                           79


  Item 6.  Selected Financial Data.

            Omitted.


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

            Omitted.


  Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

            Not applicable.

  Item 8.  Financial Statements and Supplementary Data.

            See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information
            provided in lieu of information required by Item 302 of
            Regulation S-K.




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

            None.


                               PART III


  Item 10. Directors and Executive Officers of the Registrant.

            Not applicable.


  Item 11. Executive Compensation.

            Not applicable.


  Item 12. Security Ownership of Certain Beneficial Owners and Management.

            Not applicable.


  Item 13. Certain Relationships and Related Transactions.

            Not applicable.

  Item 14. Controls and Procedures.

            Not applicable.

                               PART IV


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

   (a) Exhibits

    (99.1) Annual Independent Accountants' Servicing Reports concerning
           servicing activities for the year ended December 31, 2002.

       <TABLE>

       
        <c>
       a) Bank of America, N.A., as Master Servicer <F1>
       b) Lennar Partners, Inc., as Special Servicer <F1>
       </TABLE>

    (99.2) Report of Management as to Compliance with Minimum Servicing
           Standards for the year ended December 31, 2002.

       <TABLE>

       
        <c>
       a) Bank of America, N.A., as Master Servicer <F1>
       b) Lennar Partners, Inc., as Special Servicer <F1>
       </TABLE>

    (99.3) Annual Statements of Compliance under the Pooling and Servicing
           Agreements for the year ended December 31, 2002.

       <TABLE>

       
         <c>
       a) Bank of America, N.A., as Master Servicer <F1>
       b) Lennar Partners, Inc., as Special Servicer <F1>
       </TABLE>


    (99.4) Aggregate Statement of Principal and Interest Distributions to
           Certificate Holders.


   (b)  On October 24, 2002, November 26, 2002, and December 19, 2002
        reports on Form 8-K were filed by the Company in order to provide
        the statements for the monthly distributions to holders of the
        Certificates. No other reports on Form 8-K have been filed during
        the last quarter of the period covered by this report.





   (c) Not applicable.


   (d) Omitted.

  <F1> Filed herewith.

                               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:



    Banc of America Commercial Mortgage Inc.
    Commercial Mortgage Pass-Through Certificates
    Series 2002-PB2 Trust
    (Registrant)



  Signed: Banc of America Commercial Mtg. Inc.
          by Wells Fargo Bank Minnesota, N.A. its Attorney in fact


   By:   George G. Ellison, Senior Vice President

   By: /s/  George G. Ellison, Senior Vice President

   Dated: July 24, 2003




   Sarbanes-Oxley Certification


I, George G. Ellison, certify that:


1.   I have reviewed this annual report on Form 10-K, and all reports on Form
     8-K containing distribution or servicing reports filed in respect of
     periods included in the year covered by this annual report, of Banc of
     America Commercial Mortgage Inc. Commercial Mortgage Pass-Through
     Certificates Series 2002-PB2;

2.   Based on my knowledge, the information in these reports, taken as a whole,
     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 as of
     the last day of the period covered by this annual report;

3.   Based on my knowledge, the distribution or servicing information required
     to be provided to the trustee by the servicer under the pooling and
     servicing, or similar, agreement, for inclusion in these reports is
     included in these reports;

4.   Based on my knowledge and upon the annual compliance statement included in
     the report and required to be delivered to the trustee in accordance with
     the terms of the pooling and servicing, or similar, agreement, and except
     as disclosed in the reports, the servicer has fulfilled its obligations
     under the servicing agreement; and

5.   The reports disclose all significant deficiencies relating to the
     servicer's compliance with the minimum servicing standards based upon the
     report provided by an independent public accountant, after conducting a
     review in compliance with the Uniform Single Attestation Program for
     Mortgage Bankers or similar procedure, as set forth in the pooling and
     servicing, or similar, agreement, that is included in these reports.

     In giving the certifications above, I have reasonably relied on
     information provided to me by the following unaffiliated parties: Wells
     Fargo Bank Minnesota, N.A., as Trustee; Lennar Partners, Inc., as Special
     Servicer; Prudential Asset Resources, Inc. as Sub-Servicer; L.J. Melody &
     Company of Texas, LP, as Sub-Servicer; Capstone Realty Advisors, LLC, as
     Sub-Servicer; Collateral Mortgage Capital, LLC, as Sub-Servicer; and
     Financial Federal Savings Bank, as Sub-Servicer.


      Date: July 24, 2003


      /s/ George G. Ellison
      Signature


      Senior Vice President
      Title



  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
  SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
  SECURITIES PURSUANT TO SECTION 12 OF THE ACT.



  (a)(i) No annual report is provided to the Certificateholders other than
  with respect to aggregate principal and interest distributions.


  (a)(ii) No proxy statement, form of proxy or other proxy soliciting
  material has been sent to any Certificateholder with respect to any
  annual or other meeting of Certificateholders.



Ex-99.1 (a)



PricewaterhouseCoopers (logo)

PricewaterhouseCoopers LLP
214 N. Tryon Street
Suite 3600
Charlotte NC 28202
Telephone (704) 344 7500
Facsimile (704) 344 4100

REPORT OF INDEPENDENT ACCOUNTANTS

The the Board of Directors and Shareholder
of Bank of America, N.A.:

We have examined management's assertion about compliance by BA Mortgage, LLC and
the Mortgage division of Bank of America, N.A. (collectively, the "Company"),
which together comprise an operating division of Bank of America, N.A., with
the minimum servicing standards (the "Standards") identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers ("USAP") as of and for the year ended December 31, 2002
included in the accompanying management assertion (Exhibit I).  Management is
responsible for the Company's compliance with the Standards.  Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
Standards and performing such other procedures as we considered necessary in
the circumstances.  We believe that our examination provides a reasonable basis
for our opinion.  Our examination does not provide a legal determination on the
Company's compliance with the Standards.

In our opinion, management's assertion that the Company complied with the
aforementioned Standards as of and for the year ended December 31, 2002 is
fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

March 7, 2003

Ex-99.1 (b)


Deloitte & Touche LLP
Certified Public Accountants
Suite 400
200 South Biscayne Boulevard
Miami, Florida 33131-2310

Ph: (305) 372-3100
Fax: (305) 372-3160
www.us.deloitte.com


Deloitte
& Touche (logo)


INDEPENDENT ACCOUNTANT'S REPORT

To the Board of Directors of
Lennar Partners, Inc.:

We have examined management's assertion about Lennar Partners, Inc.'s (the
"Company") compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP) as applicable to the special servicing of
commercial and multifamily mortgage loans as of and for the year ended December
31, 2002 included in the accompanying management assertion.  Management is
responsible for the Company's compliance with those minimum-servicing standards.
Our responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.

Our examination was made in accordance with standards established by the
American institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances.  We believe that our examination
provides a reasonable basis for our opinion.  Our examination does not provide
a legal determination on the Company's compliance with the minimum servicing
standards.

In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2002 is fairly stated, in all material respects.

/s/ Deloitte & Touche LLP
February 15, 2003

Deloitte
Touche
Tohmatsu  (logo)

Ex-99.2 (a)

Bank of America    (logo)
Exhibit 1

Bank of America Mortgage
101 E. Main Street, Suite 400
P.O. Box 35140
Louisville, Kentucky 40232 5140

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 7, 2003

As of and for the year ended December 31, 2002, BA Mortgage LLC, and the
Mortgage division of Bank of America, N.A. (collectively, the "Company"),
which together comprise an operating division of Bank of America, N.A., has
complied in all material respects with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers ("USAP").

As of and for this same period, the Company had in effect a fidelity bond and
errors and omissions policy in the amounts of $400,000,000 and $475,000,00
respectively.

/s/Kevin M. Shannon                     /s/H. Randall Chestnut
Kevin M. Shannon                        H. Randall Chestnut
President                               Senior Vice President
Consumer Real Estate                    Bank of America, N.A.
Bank of America, N.A.


/s/David H. Rupp                        /s/Gary K. Bettin
David H. Rupp                           Gary K. Bettin
Senior Vice President                   Senior Vice President and
Bank of America, N.A.                   National Servicing Executive
                                        Bank of America, N.A.

/s/J. Mark Hanson
J. Mark Hanson
Senior Vice President
Bank of America, N.A.


Ex-99.2 (b)


LENNAR PARTNERS
An LNR Company (logo)


March 1, 2003

Wells Fargo Bank Minnesota, NA
9062 Old Annapolis Road
Columbia, MD 21045
Attention: Corporate Trust Services
           Banc of America Commercial Mortgage Inc. Series 2002-PB2

RE: Annual Independent Public Accountant's Servicing Report
    Banc of America Commercial Mortgage Pass Through Certificates, Series 2002
    PB2

To Whom It May Concern:

As of and for the year ended December 31, 2002, Lennar Partners, Inc. has
complied in all material respects with the applicable minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers applicable to the commercial
and multifamily mortgages for the special servicer as noted in the attachment
to this assertion.  As of and for this same period, Lennar Partners, Inc. had
in effect a fidelity bond in the amount of $10,000,000 and an errors and
omissions policy in the amount of $10,000,000.

Sincerely,

LENNAR PARTNERS, INC.


Susan K. Chapman
Vice President

cc: Bank of America, NA
    Capital Markets Servicing Group
    333 South Beaudry, CA0-703-26-10, 26th Floor
    Los Angeles, CA 90017
    Servicing Manager

1601 Washington Avenue * Suite 700 * Miami Beach, Florida 33139
Telephone: (305) 695-5600 * Fax: (305) 695-5601

Banc of America Commercial Mortgage Pass Through Certificates, Series 2002 PB2
Page 2

Banc of America Commercial Mortgage Inc.
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255
David A. Gertner

Bank of America Corporation
100 North Tryon Street
Charlotte, NC 28255
Dean Roberson, Esq.

Moody's Investor's Service, Inc.
99 Church Street
New York, NY 10007
Commercial MBS Monitoring Department

Standard & Poor's Rating Services, Inc.
55 Water Street, 41st Floor
New York, NY 10041
Commercial Mortgage Surveillance Group



Ex-99.3 (a)


ANNUAL OFFICER CERTIFICATION


In accordance with the Servicing Agreement, I, the undersigned, hereby certify
as to each Mortgage Loan being serviced by Bank of America, N.A. the following:

1. I am a duly authorized officer of Bank of America, N.A. and am empowered and
authorized to issue this Annual Certification.

2. All taxes, ground rents and assessments for the Mortgages covered herein
have been paid.

3. All insurance premiums for flood or other casualty insurance, and FHA
premiums or Private Mortgage premiums on conventional loans have been paid and
are in full force.

4. Interest is being paid on escrow in accordance with any laws, regulations,
or contracts that require payment of interest on mortgagors' escrow deposit
accounts.

5. Analysis had been made to ensure sufficient money was collected in the
escrow year.

6. All required interest and/or monthly payment adjustment for ARM loans were
made in accordance with the mortgage terms, and timely and proper notice was
provided to the mortgagors.

7. With respect to FHA Section 221 mortgages that have reached the 20th
anniversary of their endorsement, we will assign those mortgages that are
eligible for assignment under HUD's special assignment procedures if requested
on a loan basis by the investor.

8. We have complied witht Internal Revenue Service's requirements for reporting
the receipt of $600 or more of interest payments (IRS 1098) from a mortgagor,
for filing statements for recipients of miscellaneous income (IRS 1099-Misc) to
report payments of fees to attorneys for handling liquidation proceedings, and
for filing notices of acquisition of abandonment of secured property (IRS 1099-
A) to report the acquisition of property by foreclosure or acceptance of a
deed-in-lieu or by a mortgagor's abandonment of a property.

9. The Fidelity Bond and Errors and Omissions Coverage has been reviewed.  All
required coverage is in existence and none of our principal officers have been
removed from coverage.

10. A viable contingency plan is in place to minimize financial loss and
disruptions of service to the institution and its customers, as required by
federal regulations.


I FURTHER CERTIFY:
A. To the best of my knowledge and upon reasonable investigation, the servicing
of the Mortgage Loans during the year of 2002 has been conducted in compliance
witht the Agreement except for such exceptions as I am setting forth below.

Exceptions (if any):    None

B. A review of activities with respect to performance under the Agreement has
been made under my supervision and to the best of my knowledge, based on such
review, no default exists as of 12/31/02 in the fulfillment of any obligations
under the Agreement other than the events of default, if any, which I am
listing below with the nature and status thereof.

Events of Default (if any):     None


Bank of America, N.A.

/s/ Robert S. O'Neill
Robert S. O'Neill
Investor Services - Kentucky
Senior Vice President

Ex-99.3 (b)


CERTIFICATE OF OFFICER
OF LENNAR PARTNERS, INC.

Pooling and Servicing Agreement dated as of May 1, 2002 (the "Agreement"),
by and among Banc of America Commercial Mortgage, Inc., as Depositor, Bank of
America, N.A., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as
Trustee and REMIC administrator and Lennar Partners, Inc., as Special Servicer
(BACM 2002-PB2)

The undersigned, Susan K. Chapman, as Vice President of LENNAR PARTNERS, INC.,
a Florida Corporation (the "Company"), in accordance with Section 3.13 of the
Agreement, does hereby certify on behalf of the Company that (i) a review of
the activities of the Company during the year ended December 31, 2002 and of
the Company's performance under the Agreement has been made under my
supervision, (ii) to the best of my knowledge, based on such review, the
Company has fulfilled all of its obligations under the Agreement in all material
respects through such period ended December 31, 2002 and (iii) the Company has
received no notice regarding qualification, or challenging the status, of any
of REMIC I, REMIC II as a REMIC or the Grantor Trust as a Grantor Trust, from
the IRS or any other governmental agency or body.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of the 1st day of March, 2003.

/s/ Susan K. Chapman
Susan K. Chapman
Vice President
Lennar Partners, Inc.


Ex-99.4
   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                            Interest          Principal               Losses            Ending Balance
   
                      <c>                   <c>                 <c>                <c>
   A-1                         1,535,796.37         6,022,978.34                0.00             57,205,512.66
   A-2                         5,700,735.67                 0.00                0.00            172,175,646.00
   A-3                         3,228,365.91                 0.00                0.00             90,950,559.00
   A-4                        19,666,325.00                 0.00                0.00            545,000,000.00
   B                           1,862,014.70                 0.00                0.00             50,594,789.00
   C                             624,606.71                 0.00                0.00             16,864,930.00
   D                             526,080.38                 0.00                0.00             14,054,108.00
   E                             739,955.79                 0.00                0.00             19,675,751.00
   F                             427,947.59                 0.00                0.00             11,243,286.00
   G                             551,003.04                 0.00                0.00             14,054,108.00
   H                             670,943.14                 0.00                0.00             16,864,930.00
   J                             589,423.40                 0.00                0.00             14,054,108.00
   K                             618,802.38                 0.00                0.00             16,864,930.00
   L                             721,936.11                 0.00                0.00             19,675,751.00
   M                             309,401.19                 0.00                0.00              8,432,465.00
   N                             487,135.18                 0.00                0.00             13,276,452.00
   O                             265,461.42                 0.00                0.00              7,234,924.00
   P                             176,974.28                 0.00                0.00              4,823,283.00
   Q                             913,247.46                 0.00                0.00             25,260,130.00
   R-I                                 0.00                 0.00                0.00                      0.00
   R-II                                0.00                 0.00                0.00                      0.00
   X-C                         3,186,932.21                 0.00                0.00                      0.00
   X-P                         4,233,446.23                 0.00                0.00                      0.00
   Z-I                                 0.00                 0.00                0.00                      0.00
   Z-II                                0.00                 0.00                0.00                      0.00
   </TABLE>