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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 February 2004

                        Woori Finance Holdings Co., Ltd.
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                 (Translation of registrant's name into English)

                 203, Hoehyon-dong, 1-ga, Chung-gu, Seoul, Korea
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                     (Address of principal executive office)

     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
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     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): ___

     Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of
a Form 6-K if submitted solely to provide an attached annual report to security
holders.

     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): ___

     Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submission to furnish a report or other document that the
registration foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant's "home country"), or under the rules of the
home country exchange on which the registrant's securities are traded, as long
as the report or other document is not a press release, is not required to be
and has not been distributed to the registrant's security holders, and if
discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.

     Indicate by check mark whether by furnishing the information contained in
this Form, the registrant 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
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  Board of Directors of Woori Credit Card passes resolution with respect to its
                                capital increase

The Board of Directors of Woori Credit Card resolved to issue new shares of
common stock at par value to Woori Finance Holdings in order to effect a capital
increase.

     o  Key Details

        .  Issue Amount: 800,000,000,000 won

           X Face Value of 5,000 won

        .  Issue Shares: 160,000,000 shares of common stock

        .  Issue Date: March 25, 2004

        .  New Share Allocation Ratio: 7.079646%

        .  Board of Directors' Resolution Date: February 23, 2004



                                   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.

                                                Woori Finance Holdings Co., Ltd.
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                                                (Registrant)

     Date: February 23, 2004                    By:  /s/ Won Gihl Sohn
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                                                (Signature)

                                                Name:  Won Gihl Sohn
                                                Title: Managing Director