<U>As filed with the Securities and Exchange Commission on December 8, 2003

As filed with the Securities and Exchange Commission on December 8, 2003

Registration No. 333-05684

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

_______________________

POST-EFFECTIVE AMENDMENT NO. 1 TO THE

FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

of

SCOR
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)

FRANCE
(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

Christopher R. Sturdy
The Bank of New York
101 Barclay Street, 22nd Floor

New York, New York, 10286

(212) 815-2095

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York  10271
(212) 238-3010


For Further Information Contact:

Christopher R. Sturdy
The Bank of New York
ADR Department
101 Barclay Street, 22nd Floor

New York, New York, 10286

(212) 815-2095

It is proposed that this filing become effective under Rule 466
[x] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]










The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.








PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption

Location in Form of Receipt
Filed Herewith as Prospectus

1.  Name and address of depositary

Introductory Article

2.  Title of American Depositary Receipts and identity of deposited securities

Face of Receipt, top center

Terms of Deposit:

 

(i)   The amount of deposited securities represented by one unit of American Depositary Receipts

Face of Receipt, upper right corner

(ii)   The procedure for voting, if any, the deposited securities

Articles number 15, 16 and 18

(iii)   The collection and distribution of dividends

Articles number 4, 12, 14, 15 and 18

(iv)  The transmission of notices, reports and proxy soliciting material

Articles number 11, 15, 16, 17, 18 and 22

(v)   The sale or exercise of rights

Articles number 13, 14, 15 and 18

(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Articles number 12, 14, 15, 17 and 18

(vii)  Amendment, extension or termination of the deposit agreement

Articles number 20 and 21

(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

Article number 11

(ix)  Restrictions upon the right to deposit or withdraw the underlying securities

Articles number 2, 3, 4, 5, 6 and 8

(x)   Limitation upon the liability of the depositary

Articles number 13, 18, 19 and 21

3.  Fees and Charges

Articles number 7 and 8

Item - 2.

Available Information

Public reports furnished by issuer

Article number 11










PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of October 8, 1996, as amended and restated as of _____________, 2003, among Scor, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.  

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.

e.

Certification under Rule 466. - Filed herewith as Exhibit 5.

f.

Power of Attorney. – Filed herewith as Exhibit 6.

Item - 4.

Undertakings

Previously filed.








SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. l to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 8, 2003.

Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, nominal value 1.00 Euro each, of Scor.

By:

The Bank of New York,
 As Depositary

By:  /s/ Vincent J. Cahill, Jr.

Name: Vincent J. Cahill, Jr.

Title: Vice President









Pursuant to the requirements of the Securities Act of 1933, SCOR has caused this Post-Effective Amendment No. l to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Paris, France on December 8, 2003.

SCOR

By:  /s/ Denis Kessler
Denis Kessler

         Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on December 8, 2003.

/s/ Denis Kessler
Denis Kessler
Chairman and Chief Executive Officer
(principal executive officer)

*_____________________________
John T. Andrews, Jr.
Authorized U.S. Representative


______________________________
Jean Baligand
Vice Chairman and Director



*_____________________________
Maurice Toledano

Chief Accounting Officer
(principal accounting officer)


*_____________________________
Daniel Lebèque
Director



*_____________________________
François Terrén
Chief Financial Officer

(principal financial officer)


*_____________________________
André Lévy-Lang
Director

 


*_____________________________
Claude Tendil
Director

 


*_____________________________
Jean-Claude Seys
Director

 


*_____________________________
Yvon Lamontagne
Director

 


______________________________
Carlo Acutis
Director

 


______________________________
Herbert Schimetscheck
Director

 


/s/ Daniel Havis
Daniel Havis
Director

 


*_____________________________
Jean Simonnet
Director

 


______________________________
Allan Chapin
Director

 


______________________________
Antonio Borges
Director

 


______________________________
Daniel Valot
Director

 


*_____________________________
Michèle Aronvald
Director

 


*By: /s/ Arnaud Chneiweiss
 Name: Arnaud Chneiweiss

  Title: Attorney-in-Fact

 







INDEX TO EXHIBITS

Exhibit
Letter

Exhibit

 

1

Form of Deposit Agreement dated as of October 8, 1996, as amended and restated as of ________, 2003, among Scor, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.

 


4


Previously filed.

 


5


Certification under Rule 466.

 


6


Power of Attorney.