SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                Report on Form 6-K for the Month of November 2002
                             Dated November 25, 2002

                         Commission File Number 0-19379

                         BANCO COMERCIAL PORTUGUES, S.A.
                 (Translation of registrant's name into English)

                                Rua Augusta 62-96
                              1100 Lisbon, Portugal
                    (Address of principal executive offices)

      (Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).

                  Form 20-F   |X|              Form 40-F |_|

      (Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).

                                 Yes |_| No |X|

      (If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____.)



Annex 1       Press Release. Banco Comercial Portugues, S.A. has announced its
              contemplated issuance in Portugal of mandatory convertible
              securities. Such securities are pending registration in Portugal
              with the Portuguese Stock Exchange Commission, will not be offered
              outside the Portuguese market, have not been and will not be
              registered under the Securities Act and may not be offered and
              sold within the United States or to U.S. Persons except only as
              described in the "Disclaimer" to the attached Press Release.


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                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                            BANCO COMERCIAL PORTUGUES, S.A.


                            By:            Antonio Rodrigues
                               ------------------------------------------------
                                           Antonio Rodrigues
                                           Member of the Board of Directors


                            By:            Luis Gomes
                               ------------------------------------------------
                                           Luis Gomes
                                           General Manager

Date: November 25, 2002


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                                                                         Annex 1

FOR IMMEDIATE RELEASE                                          November 21, 2002

                                 [Press Release]

                                   Disclaimer

THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR
SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED
STATES OR IN ANY OTHER JURISDICTION. NO OFFERING OF SECURITIES IS BEING MADE
OUTSIDE THE PORTUGUESE MARKET, IN PARTICULAR NO OFFERING OF SECURITIES IS MADE
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

THE MANDATORY CONVERTIBLE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED AND SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED UNDER REGULATION S OF THE SECURITIES ACT),
EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT PROVIDED BY RULE 144A. PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE MANDATORY CONVERTIBLE SECURITIES MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A.

Lisbon, November 21, 2002 - Following Banco Comercial Portugues (BCP, NYSE: BPC,
BCPPRA) announcement dated October 22, 2002 giving notice of its decision to
issue, through a subsidiary company, preference shares with mandatory conversion
into ordinary shares and considering the public disclosure meanwhile made by the
Portuguese ExchangeSecurities Market Commission (CMVM) in November 8th, 2002, of
a proposed regulation which, amongst other aspects, in the Portuguese legal
framework mandatory convertible securities and authorises their issue by the
company issuing the underlying assets itself, we hereby inform that the Board of
Directors of Banco Comercial Portugues, S.A., in a meeting held today, and
having the prior favourable opinion from its Fiscal , has resolved to adjust the
announced issue to this new instrument by issuing 140,000,000 securities
designated Capital BCP 2005, with a nominal value of 5 euros per security with
mandatory conversion into BCP ordinary shares, and with the interest payment
rights conditional to certain events that will be identified in the prospectus.

This issue is to be subscribed by BCP shareholders in the use of their
pre-emption rights and the subscription rights will be traded in the Portuguese
Stock Exchange.


The detailed terms and conditions of this issue, pending registration at
CMVM,will in due time be made public, according to the legal applicable terms.

                                                          The Board of Directors

         Attached: Notice to Shareholders


                                   Page 4 of 6




Attachment

                             Notice to Shareholders

                                                                      Disclaimer

THIS DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES OR IN ANY
OTHER JURISDICTION. NO OFFERING OF SECURITIES IS BEING MADE OUTSIDE THE
PORTUGUESE MARKET, IN PARTICULAR NO OFFERING OF SECURITIES IS MADE IN THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN.

THE MANDATORY CONVERTIBLE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED AND SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED UNDER REGULATION S OF THE SECURITIES ACT),
EXCEPT TO "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT PROVIDED BY RULE 144A. PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT SELLERS OF THE MANDATORY CONVERTIBLE SECURITIES MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A.

1.    The shareholders of Banco Comercial Portugues, S.A. are hereby advised
      that the Board of Directors passed a resolution for the issue of
      140.000.000 Mandatory Convertible Securities "Capital BCP 2005" (the
      "Capital BCP 2005 Securities" or simply "Securities"), in book-entry
      registered form with par value of 5.00 euros per security and a 3-year
      maturity, to be offered with pre-emptive rights to existing shareholders.

      Subscription rights will be attributed to each shareholder at the ratio of
      one subscription right for every ten ordinary shares, rounded downwards.
      The number of Securities each shareholder is entitled to subscribe is
      obtained by multiplying the number of subscription rights held at the
      subscription date, by a factor of 0.60368995 and rounded downwards to the
      nearest integer.

      Securities not initially subscribed for, shall be allocated pro-rata to
      holders of subscription rights who have declared their intention to
      subscribe for additional Securities, proportionally to the amount of their
      respective initial subscriptions, rounded downwards to the nearest
      integer.

      Any securities remaining unsubscribe after the exercise of rights and the
      pro-rata allocation can be subscribed for by institutional investors that
      have placed their orders during the offer period.

2.    The subscription period shall run from 8:30 a.m (Lisbon time) on 9
      December 2002, until 3:00 p.m. (Lisbon time) on 23 December 2002. Shares
      will trade ex rights on 4 December 2002 and therefore BCP shares traded on
      and from that date will no longer entitle the holder to subscribe for the
      Securities. These dates are still subject to confirmation and any change
      to the expected timetable will be announced as and when required.

3.    Subscription orders may be placed at any branch of Banco Comercial
      Portugues, S.A., or through authorized financial intermediaries.


                                   Page 5 of 6


4.    Payment of the issue price of the Securities, of 5.00 euros per security,
      will be made entirely in cash and at the time of subscription.

5.    Shareholders are advised that, in accordance with the offering prospectus:

      a)    The Securities will bear interest at an annual rate of 9%. Interest
            will accrue and will be payable quarterly in arrears, with accrual
            and payment subject to certain conditions, which are defined in the
            prospectus, in particular the availability of distributable funds
            (as defined in the prospectus) and the regulatory capital ratio on a
            consolidated basis being at or above the level required by the Bank
            of Portugal;

      b)    The Securities are mandatorily convertible into ordinary shares of
            BCP, and are therefore fully amortised exclusively through the
            delivery of BCP ordinary shares. Each Security holder will be
            entitled to a number of shares obtained by dividing the total par
            value of the Securities held, by the applicable conversion price. In
            case the resulting number is not an integer, and given that
            fractional shares cannot be delivered, the result will be rounded
            downwards to the nearest integer and the holder will be entitled to
            receive in cash an amount corresponding to the remaining fraction.

      c)    The conversion price will be determined at the end of the
            subscription period as the volume-weighted average price of the
            ordinary shares of BCP traded in the main official market of
            Euronext Lisbon during the 4 last trading days comprised in the
            subscription period.

Shareholders should note that this public offering is subject to registration
with the Portuguese Securities Exchange Commission ("Comissao do Mercado de
Valores Mobiliarios").


Lisbon, 21 November 2002

Banco Comercial Portugues, S.A


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