SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
Vivendi S.A.
(Exact name of Issuer of deposited securities as specified in its charter)
France
(Jurisdiction of Incorporation or organization of Issuer)
JPMorgan Chase Bank, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
JPMorgan Chase Bank, N.A.
ADR Department
4 New York Plaza, 13th Floor
New York, New York 10004
Tel. No.: (212) 623-2008
(Address, including zip code, and telephone number of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates, LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
It is proposed that this filing become effective under Rule 466
: immediately upon filing     ¨ on [date] at [time]
If a separate registration statement has been filed to register the deposited shares, check the following box. ¨ 

CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
    
Amount
to be
Registered
 
 
Proposed
Maximum
Offering
Price Per Unit (1)
 
 
Proposed
Maximum
Aggregate
Offering
Price (2)
 
 
Amount of
Registration
Fee
  
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one-fifth of one ordinary share of Vivendi SA
    
50,000,000
  
$
0.05
  
$
2,500,000
  
$
98.25
  
(1)Each unit represents one American Depositary Share.
(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of such Receipts evidencing such American Depositary Shares.

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
       
(1)
Name and address of Depositary
  
Introductory paragraph
(2)
Title of American Depositary Receipts and identity of deposited securities
  
Face of American Depositary Receipt, top center
       
Terms of Deposit:
    
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
(ii)
Procedure for voting, if any, the deposited securities
  
Articles (12) and (14)
(iii)
Collection and distribution of dividends
  
Article (13)
(iv)
Transmission of notices, reports and proxy soliciting material
  
Articles (11) and (12)
(v)
Sale or exercise of rights
  
Articles (13) and (14)
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles (13) and (16)
(vii)
Amendment, extension or termination of the Deposit Agreement
  
Articles (18) and (19)
(viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Article (3)
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles (1), (2), (4), (6), (15), (16) and (17)
(x)
Limitation upon the liability of the Depositary
  
Introductory paragraph and Articles (1), (2), (4), (7), (16) and (17)
(3)
Fees and Charges
  
Article (20)

Item 2. AVAILABLE INFORMATION
Item Number and Caption
  
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus 
(a) Statement that the issuer of the deposited securities specified above publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (www.vivendi.com) or through an electronic information delivery system generally available to the public in its primary trading market  
  
Article (11)

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Prospectus

THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED HERETO AS EXHIBIT (A) CONSTITUTE THE PROSPECTUS RELATING TO SUCH AMERICAN DEPOSITARY RECEIPTS, IN ACCORDANCE WITH GENERAL INSTRUCTION III.B OF FORM F-6 OF THE SECURITIES AND EXCHANGE COMMISSION

I-3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Copy of Agreement - The Agreement between JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts evidencing American Depositary Shares registered hereunder is contained in the form of the American Depositary Receipt itself, constituting the Prospectus filed as a part of this Registration Statement. Filed herewith as exhibit (a).

(b) Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

(c) Any 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. - None.

(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. Filed herewith as exhibit (d).
 
(e) Certification under Rule 466. Filed herewith as exhibit (e).

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Receipt thirty days before any change in the fee schedule.

II-1

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this 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 October 17, 2008.

Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares for shares of the foreign private issuer whose name is set forth on the facing page of this Registration Statement on Form F-6
 
   
By:
/s/Joseph M. Leinhauser
Name:
Joseph M. Leinhauser
Title:
Vice President

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INDEX TO EXHIBITS

Exhibit
Number
  
(a)
Form of ADR
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)
Rule 466 Certification