- Securities Registration (ADS, delayed) (F-6)

As filed with the Securities and Exchange Commission on December 17, 2008

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)

N/A

(Translation of issuer’s name into English)

France

(Jurisdiction of incorporation or organization of issuer)

DEUTSCHE BANK TRUST COMPANY AMERICAS

(Exact name of depositary as specified in its charter )

60 Wall Street

New York, New York 10005

(212) 250-9100

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

Vivendi Holding I Corp.

800 Third Avenue

New York, New York 10022

(212) 572-7000

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

Copies to:

Deutsche Bank Trust Company Americas

60 Wall Street

New York, New York 10005

(212) 250-9100

It is proposed that this filing become effective under Rule 466:	o	immediately upon filing.
	o	on (Date) at (Time)

If a separate registration statement has been filed to register the deposited shares, check the following box: o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Aggregate Price Per Unit*				Proposed Maximum Aggregate Offering Price**				Amount of Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Vivendi S.A.			100,000,000			$	0.05			$	5,000,000			$	196.50

*	Each unit represents one American Depositary Share.

**	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 receipts evidencing American Depositary Shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

PART I

INFORMATION REQUIRED IN PROSPECTUS

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt, included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement and incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

Item Number and Caption		Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus

1. Name of depositary and address of its principal executive office		Face of Receipt, Introductory article and bottom center

2. Title of Receipts and identity of deposited securities Terms of Deposit:		Face of Receipt, Top center

(i) The amount of deposited securities represented by one American Depositary Share		Face of Receipt, Upper right corner

(ii) The procedure for voting, if any, the deposited securities		Paragraph (15)

(iii) The collection and distribution of dividends		Paragraph (13)

(iv) The transmission of notices, reports and proxy soliciting material		Paragraphs (12), (14) and (15)

(v) The sale or exercise of rights		Paragraphs (2), (6), (13), (16) and (21)

(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Paragraphs (13) and (16)

(vii) Amendment, extension or termination of the deposit arrangements		Paragraphs (20) and (21) (no provision for extensions)

(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts		Paragraph (12)

(ix) Restrictions upon the right to deposit or withdraw the underlying securities		Paragraphs (2), (3) and (4)

(x) Limitation upon the liability of the depositary		Paragraphs (6), (10), (15), (16), (17), (18) and (21)

3. Fees and charges which may be imposed directly or indirectly against holders of Receipts		Paragraph (9)

I tem 2. AVAILABLE INFORMATION

Paragraph (12)

(a) As of the date of the Deposit Agreement, the Company 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. Should the Company become subject to the periodic reporting or other informational requirements under the Securities Exchange Act of 1934, it will be required in accordance therewith to file reports and other information with the U.S. Securities and Exchange Commission. The Depositary does not assume any duty to determine if the Company is complying with the current requirements of Rule 12g3-2(b) under the Securities Exchange Act of 1934 or to take any action if the Issuer is not complying with those requirements.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)

Form of Deposit Agreement, dated as of December 15, 2008, by and among Vivendi S.A., Deutsche Bank Trust Company Americas, as depositary (the “ Depositary ”), and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (including the form of American Depositary Receipt to be issued thereunder, attached as Exhibit A thereto). – Filed herewith as Exhibit (a).

(b)	Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. – Not Applicable.

(c)	Every material contract relating to the deposited securities between the Depositary and the Company in effect at any time within the last three years. – Not Applicable.

(d)	Opinion of counsel to the Depositary as to the legality of the securities being registered. – Filed herewith as Exhibit (d).

(e)	Certification under Rule 466. – Not Applicable.

(f)	Powers of Attorney for certain officers and directors and the authorized representative of the Company. – Set forth on the signature pages hereto.

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 American Depositary 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 amounts of fees charged are 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 an American Depositary Receipt 30 days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Deutsche Bank Trust Company Americas, on behalf of the legal entity created by the Deposit Agreement, by and among Vivendi S.A., Deutsche Bank Trust Company Americas, as depositary, and all Holders from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 15, 2008.

Legal entity created by the Deposit Agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares, each representing one ordinary share of Vivendi S.A.

Deutsche Bank Trust Company Americas, solely in its capacity as Depositary


By:	/s/Chris Konopelko
	Name:	Chris Konopelko
	Title:	Vice President


By:	/s/James Kelly
	Name:	James Kelly
	Title:	Vice President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Vivendi S.A. 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 registration statement or amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in France on December 15, 2008.

	Vivendi S.A.


	By:	/s/Dominique Gibert
	Name:	Dominique Gibert
	Title:	Deputy Chief Financial Officer

Know all persons by these present that each officer or director whose signature appears below constitutes and appoints each of the members of the Management Board named below, jointly and severally, his or her true lawful attorneys-in-fact and agents with full and several power of substitution for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, supplements to this registration statement and any registration statements pursuant to Rule 462(b) under the Securities Act relating thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment has been signed by the following persons in the capacities indicated on December 15, 2008.

Signatures		Capacity


/s/Jean-Bernard Lévy		Chairman of the Management Board and
Jean-Bernard Lévy		Principal Executive Officer

/s/Abdeslam Ahizoune		Member of the Management Board
Abdeslam Ahizoune

/s/Philippe Capron		Member of the Management Board and
Philippe Capron		Chief Financial Officer and Controller

/s/Frank Esser		Member of the Management Board
Frank Esser

/s/Bertrand Meheut		Member of the Management Board
Bertrand Meheut

/s/René Pénisson		Member of the Management Board
René Pénisson

/s/George E. Bushnell III		Authorized Representative in the United
George E. Bushnell III		States