SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the Month of March 2004

SHINHAN FINANCIAL GROUP CO., LTD.
(Translation of registrant’s name into English)

120, 2-Ga, Taepyung-Ro, Jung-Gu, Seoul 100-102, Korea
(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.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

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.

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

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Shinhan Financial Group
120, 2-Ga, Taepyungro, Jung Gu,
Seoul 100-724, Korea

Feb 27, 2004

To Shareholders:

Convocation Notice of the 3rd Ordinary General Meeting of Shareholders

Notice is hereby given that the 3rd Ordinary General Meeting of Shareholders of the Group will be held as described hereunder and your attendance is cordially requested.

Description

1)

Approval of Financial Statements [balance sheets, income statements and statements of appropriation of retained earnings for fiscal year 2003 (January 1, 2003 ~ December 31, 2003)]

2)

Amendments to the Articles of Incorporation

3)

Appointment of Directors

4)

Appointment of Audit Committee Members

5)

Approval of Limitation on Director Compensation

6)

Approval of Stock Option Grant

6-1)

Approval of Stock Option Grant to Department Heads of Shinhan Financial Group and its Subsidiaries

6-2)

Approval of Stock Option Grant to Executives of Shinhan Financial Group and its Subsidiaries

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Reference Document for the Exercise of the Voting Right

1.

Number of Voting Rights Held by All Shareholders: 264,527,958 shares

*

The total number of our outstanding common stock is 294,401,300 as of December 31, 2004. Among this, 29,873,342 shares held by Shinhan Bank, our wholly owned banking subsidiaries do not have voting rights under the Financial Holdings Company Act of Korea.

2.

Agenda Items and Reference Materials Thereof:

Agenda Item No. 1.

Approval of Financial Statements (balance sheets, income statements and statements of appropriation of retained earnings for fiscal year 2003 [January 1, 2003 ~ December 31, 2003])

–

Please refer to Appendix 1 for financial statements of the Group

–

Total Dividend Amount proposed by BOD

1)

Common Stock : KRW 158,716,764,600 (KRW 600 per share)

2)

Preferred Stock : KRW 83,397,139,955

3)

Total : KRW 242,113,904,555

Agenda Item No. 2

Amendments to the Articles of Incorporation

1.

Purpose :

1) To enhance independence and specialty of the committees under the board of directors in order to increase shareholder values through improved corporate governance.

2) To include the electronic disclosure methods of the financial statements of Shinhan Financial Group.

2.

Principal Proposals

•

Break down the existing Steering Committee into the Board Steering Committee, the Outside Director recommendation Committee and the Compensation Committee.

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•

Make it possible to appoint a non-director executive as a vice president

•

Make it possible for Shinhan Financial Group to disclose its consolidated and non-consolidated financial statements and independent auditor’s opinions in the form of electronic document pursuant to the Article 55.2 of the Financial Holding Company Act and Article 21 of the Enforcement Rules of the Regulation on Supervision of Financial Holding Companies.

3.

The current Articles and the proposed amendments are as follows:

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Agenda Item No. 3

Appointment of Directors

The candidates for Directors are as follows:

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     For the personal profiles of the candidates, please refer to Appendix 2.

Agenda Item No. 4 Appointment of Audit Committee Members
Among the nominated directors, Young Seok Choi, Il Sup Kim, Sang Yoon Lee, Moon Pil Oh, and Dong Hyun Kwon was recommended as candidate of the audit committee members of 2004 through the resolution of the audit committee meeting.

Agenda Item No. 5 Approval of Limitation on Director Compensation Limitation on the aggregate compensation to the directors: KRW3 billion in 2004

Agenda Item No. 6   Approval of Stock Option Grant

(Agenda Item No. 6-1)  Grant of Stock Options to Department Heads of Shinhan Financial Group and its Subsidiaries

1)

Grantees : Department heads of Shinhan Financial Group and its subsidiaries

2)

Number of options to be granted : Stock options to purchase up to 700,000 shares in

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total.

*

Specific number of shares that will be granted to each department head of Shinhan Financial Group and Subsidiaries will be determined by the Board of Director’s Meeting following the total limit and granting conditions approved by the General Shareholders’ Meeting.

3)

Exercise price: Exercise price calculated in accordance with Article 84.9 of the Securities Exchange Act Enforcement Decrees

4)

Date of grant: March 25, 2004

5)

Exercise period: Exercisable during the 3 year period after the second anniversary from the grant date.

6)

Method of share issuance : Shinhan Financial Group will, at its option, to choose between the following two methods (or the combination of the two).

–

to issue new shares at the exercise price; or

–

to pay the grantees cash in an amount to the difference between the market price of shares at the exercise date and exercise price.

7)

Condition for exercise: The sum of the net income of the relevant company (the company where the applicable executive or officer works) during the grant year and the following year should be greater than zero.

(Agenda Item No. 6-2)   Grant of Stock Options to Executives of Shinhan Financial Group and its Subsidiaries

1)

Grantees: A total of 27 executives and officers of Shinhan Financial Group and its subsidiaries (Shinhan Bank, Shinhan Card, Shinhan Capital, and Shinhan Credit Information)- See 8) below for details

2)

Number of options to be granted: stock options to purchase 705,000 shares in total

3)

Exercise price: Exercise price calculated in accordance with Article 84.9 of the Securities Exchange Act Enforcement Decrees of Korea.

*

Determination of exercise price: Based on the arithmetic mean of the three trading volume-weighted averages of closing prices during the 2-month, 1-month and 1-week periods counting backwards from the grant date

4)

Date of grant: March 25, 2004

5)

Exercise period : Exercisable during the 3 year period after the second anniversary from the grant date.

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6)

Method of share issuance : Shinhan Financial Group will, at its option, to choose between the following two methods (or the combination of the two).

–

to issue new shares at the exercise price; or

–

to pay the grantees cash in an amount to the difference between the market price of shares at the exercise date and exercise price

7)

Conditions for exercise :

A.

50% of the volume granted

–

Stock options are exercisable when both of the following two conditions are met.

[Condition 1]

Shinhan Financial Group’s shareholder return (as defined below) is greater than 80% of the Korean banking industry stock price index growth

*

Shinhan Financial Group’s shareholder return = {[Closing price of the day of exercise] Note.1 + Dividends per share paid between the day of grant and the day of exercise] — [Closing price of the day of grant] Note.2} / [Closing price of the day of grant]X 100

(Note. 1, 2)

Closing price of the day of exercise and grant means the arithmetic mean of the three trading volume-weighted averages of closing prices during the 2-month, 1-month and 1-week periods counting backwards from the day of exercise and grant, as applicable.

[Condition 2]

The sum of the net income of the relevant company (the company where the applicable executive or officer works) during the grant year and the following year should be greater than zero.

B.

The other 50% of the volume granted

–

Exercisable volume to be determined based on the return on equity (ROE) of the relevant company target achievement rate for each two year.

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8)

Details of Stock Options Granted to Executives and Officers

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Appendix 1. Financial Statements of Shinhan Financial Group

1)

Balance Sheets

Shinhan Financial Group Co., Ltd and Subsidiaries
Non-Consolidated Balance Sheets
December 31, 2003 and December 31, 2002
(In million of KRW)

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2)

Income Statements

Shinhan Financial Group Co., Ltd and Subsidiaries
Non-Consolidated Statements of Income
Year ended December 31, 2003 and December 31, 2002
(In million of KRW)

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3)

Statements of Appropriation of Retained Earnings

Non-Consolidated Statements of Appropriations of Retained Earnings
Year ended December 31, 2003 and December 31, 2002
(In million of KRW)

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Appendix 2. Resume of Director Candidates

1.

Eung Chan Ra

2.

Young Hwi Choi

3.

In Ho Lee

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4.

Young Seok Choi

5.

Yong Woong Yang

6.

Pyung Joo Kim

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7.

Il Sup Kim

8.

Sang Yoon Lee

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9.

Yoon Soo Yoon

10.

Sang Chul Lee

11.

Byung Hun Park

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12.

Moon Pil Oh

13.

Young Soo Lee

14.

Dong Hyun Kwon

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15.

Philippe Reynieix

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SIGNATURES

     Pursuant to the requirements 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.

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