04-12548. Issuer Delisting; Notice of Application of Espirito Santo Overseas Limited and Banco Espirito Santo, S.A., To Withdraw Its Non-Cumulative Guaranteed Preference Shares, Series B, $25 par value, From Listing and Registration on the New York ...

May 27, 2004.

On May 21, 2004, Espirito Santo Overseas Limited, SA., a Cayman Islands corporation (“Issuer”), and Banco Espirito Santo, S.A., a Portugal corporation (“Guarantor”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Non-Cumulative Guaranteed Preference Shares, Series B, $25 par value, (“Security”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Board of Directors (“Board”) of the Issuer adopted a resolution on April 29, 2004 to withdraw the Issuer's Security from listing on the NYSE. The Board states that the following reasons factored into its decision to withdraw the Security: (i) The limited trading volume of the Security (the Issuer and the Guarantor have determined, based on conversations with the NYSE and information derived from third-party databases, that the average daily trading volume of the Security on the NYSE in the six months immediately preceding April 29, 2004 was less than 2,000 shares); (ii) the limited number of holders of record of the Security (the Issuer and the Guarantor have been informed by The Bank of New York, which acts as registrar, transfer agent and paying agent for the Security, that the worldwide number of holders of record of the Security as of December 31, 2003 was 69); and (iii) the costs associated with continued listing of the Security on the NYSE, including costs associated with compliance with the applicable reporting and other requirements of the Commission.

The Issuer stated in its application that it has complied with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the NYSE, and from registration under Section 12(b) of the Act,^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before June 21, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the NYSE and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to [e-mail]. Please include the File Number 1-12524 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. All submissions should refer to File Number 1-12524. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW, Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).