Exhibit 1

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ARTICLES
  OF ASSOCIATION

Filed
  with Maîtres Chevreux and Bourges 
  (Notaires) Paris

As
  of December 31, 2003



Société
  Anonyme Registered office: 61, rue des Belles Feuilles 75116 Paris 
  Tel. : (33)1.44.34.11.11  542 105 572 R.C.S. Paris

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|ARTICLES
        OF ASSOCIATION
|-------------------------------

CHAPTER
  1

GENERAL
  PROVISIONS

ARTICLE
  1  CONSTITUTION OF THE COMPANY

|1. | LAFARGE
      is a Frenchsociété
      anonymegoverned
      by the laws and regulations currently in force and these Articles of Association.                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company
      is formed by the owners of the shares constituting the share capital as
      defined in Chapter II. Ownership of a share shall be deemed an acceptance
      of the Articles of Association and of the resolutions duly adopted by the
      general meeting of shareholders.                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The incorporation
      of the Company in 1884 as a partnership limited by shares, its subsequent
      transformation into asociété
      anonymeand the various changes in its share capital are detailed in an annex to
      these Articles of Association.                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | The Companys
      French nationality may not be changed, even by an extraordinary general
      meeting of shareholders, otherwise than pursuant to applicable law and international
      agreements, as stated in Article 25.2 hereof. For the purpose of expanding
      its business outside France the Company may rely on international law insofar
      as permitted by applicable French law and these Articles of Association.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           

ARTICLE
  2  PURPOSE

The Companys
  purpose, in France and elsewhere, shall be :

|1. | The
      acquisition and management of all industrial and financial holdings, including,
      without limitation:                                                                                                                                                                                                  
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|   | •                                                                                                                                                                                                                                                                                                                    
|   | •                                                                                                                                                                                                                                                                                                                    
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|   | •                                                                                                                                                                                                                                                                                                                    
|   | •                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                      
|2. | Research
      and the provision of services in any of the above-mentioned fields and in
      any other field where the skills of the Company and its subsidiaries might
      apply.                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                      
|3. | All
      associations or undertakings, all acquisitions of securities, and all industrial,
      commercial, financial, agricultural, real and movable property transactions
      relating directly or indirectly to any of the above-mentioned purposes or
      such as ensure the development of company assets.
|   |                                                                                                                                                                                                                                                                                                                      

ARTICLE
  3  CORPORATE NAME

The
  corporate name shall be LAFARGE.

The
  words société
  anonyme
  or the letters S.A. shall immediately follow the corporate name
  on all instruments or documents issued by the Company.

2

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ARTICLE
  4  REGISTERED OFFICE

The registered office shall be at 61, rue des Belles Feuilles, 75116 Paris.

It may be relocated
  :

|• | to any other
      location in the city of Paris, or in a neighbouringdépartement,
      by decision of the Board of Directors, on condition that such decision is
      ratified by the next ordinary general meeting of shareholders;
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|  |                                                                                                                                                                                                                                        
|• | to any other
      place by a resolution of an extraordinary general meeting of shareholders.                                                                                                                                          
|  |                                                                                                                                                                                                                                        

ARTICLE
  5  DURATION

The Companys term shall be set to expire on December 31, 2066 except in the event of early dissolution or an extension of such term.

CHAPTER
  II

SHARE
  CAPITAL  SHARES

ARTICLE
  6  SHARE CAPITAL

The
  share capital shall be set at 668,871,252 euros represented by 167,217,813 fully
  paid-up shares with a nominal value of 4 euros each.

The
  various changes in the share capital, capital contributions received by the
  Company, whether in cash or in kind, and the terms and conditions for their
  remuneration are detailed in an annex to these Articles of Association.

The
  nominal value of the shares may be changed by a resolution of an extraordinary
  general meeting of shareholders or by resolution of the Board of Directors pursuant
  to an authorisation of the extraordinary general meeting of shareholders.


  I  PROVISIONS
  RELATING TO COMPANYS SHARES

ARTICLE
  7  RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES

|1. | Each share
      having the same nominal value shall confer, with regard to ownership of
      the assets of the Company and the division of profits, a proportionate share
      corresponding to the fraction of the share capital it represents.                                                                                                                                                                                                                                                                                               
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | All
        shares shall be fully fungible with regard to each other. In particular,
        regardless of any taxes and duties payable, all shares shall confer entitlement
        to the payment of the same net amount in respect of all distributions
        and redemptions, during the term of the Company or upon its liquidation,
        subject only to the date as of which they first accrue the right to dividends.                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Shareholders
      liability shall be limited to the nominal amount of the shares they hold.
      Any call for funds in excess of such amount is prohibited.                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3  | The Company
      shall treat all shares as being indivisible and shall recognize only one
      owner for each share. Joint owners of shares shall be represented with regard
      to the Company by one of the joint owners or by a single authorized representative.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4. | All rights
      and obligations attached to a share shall remain attached upon transfer;
      the heirs, creditors, assigns or representatives of a shareholder may not,
      for any reason whatsoever, request that the goods and assets of the Company
      be seized, nor may they interfere in its management. In the exercise of
      their rights as shareholders, they shall be bound by the inventory conducted
      by the Company in accordance with the law and by the resolutions of the
      general meeting of shareholders.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|5. | Any time
      the exercise of any right whatever requires that several shares be held,
      whether in the event of an exchange, consolidation or allocation of shares,
      or as a result of an increase or reduction in capital, merger or other corporate
      transaction, shareholders holding single shares or less than the required
      number of shares may only exercise such rights if they personally assemble
      and, if necessary, purchase or sell the necessary number of shares.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

ARTICLE
  8  FORM AND OWNERSHIP OF SHARES

|1.                                                      | Shares
      may be held in registered or bearer form at the shareholders discretion.
      Registered shares may be converted into bearer shares and vice versa, except
      as otherwise provided by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.                                                      | Shares
      may be divided into denominations of shares under the conditions provided
      by law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.                                                      | Rights
         to shares vest upon book entry pursuant to applicable law and regulations.

      Share registers for registered shares shall be kept by the Company or by
         an agent appointed for that purpose. Registers for bearer shares shall
        be
      kept by authorized financial intermediaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.                                                      | In
      addition to the notification required by law, any shareholder acting alone
      or in concert, who acquires, directly or indirectly, shares or voting rights
      representing more than 1 % of the share capital or voting rights of the
      Company, must inform the Company of such acquisition. This additional requirement
      shall be governed by the same procedures as those governing the notification
      required by law; the notification of ownership of shares or voting rights
      in excess of percentage limits shall be reported within the same period
      as is provided for with respect to the notification required by law by registered
      letter with return receipt requested, fax or telex indicating whether or
      not the shares or voting rights are held on behalf of or under the control
      of or in concert with other individuals or legal entities. The Company shall
      also be notified of each additional 1% holding acquired in the shares or
      voting rights of the Company.
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                        | The
      reporting obligations provided for in this paragraph shall also be followed
      within the same time limits and in accordance with the same procedures should
      the percentage of ownership of shares or voting rights fall below the limits
      set forth above, for whatever reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                        | The
      notifications shall furthermore state the date on which the threshold was
      crossed (which shall be deemed to be the date of the transaction resulting
      in the threshold being crossed), the number of securities held by the declarant
      conferring rights to shares of the Company as well as any voting rights
      that are attached thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                        | In
      the event of the failure to comply with the obligations set forth in the
      first sub paragraph set forth above, the provisions of the law providing
      for loss of voting rights shall be applied. Should such sanction not apply
      automatically, such sanction shall be available upon the motion, duly noted
      in the minutes of the meeting of shareholders, brought by one or more shareholders
      holding at least 1% of the shares or voting rights. Such sanction shall
      be independent of any sanction which may be issued by a court upon the request
      of the Chairman, a shareholder or the Commission
      des Opérations de Bourse.                                                                                                                                                                                                                                                                                                                                                                   
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.                                                      | The
      Company may any time request, under the terms and conditions set forth by
      applicable law, that the entity in charge of settlement of securities transactions
      to identify the holders of securities conferring immediate or future entitlement
      to voting rights at shareholders meetings and to state the number
      of securities held by each holder and any restrictions on such securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|ARTICLE
      9  TRANSFER OF SHARES  RIGHTS OF SHARES
|                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|1. | The
      shares shall be freely transferable unless otherwise provided by applicable
      laws, regulations or the provisions of these Articles of Association.                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                
|2. | The
      transfer of shares, whether in registered or bearer form, shall be made
      by book entry transfer between accounts in accordance with the procedures
      established by law.                                                                                    
|   |                                                                                                                                                                                                                                                                                
|   | Where
      the transfer relates to shares that are not fully paid-up, the transferee
      shall sign an acknowledgement of transfer; shares that are not fully paid-up
      and upon which a capital contribution is outstanding may not be transferred
      by book entry.
|   |                                                                                                                                                                                                                                                                                

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|   | The Company
      may require that the signature or legal capacity of the parties be certified
      by an officer of justice or any other public authority authorized to do
      so, except as otherwise provided by law.
|   |                                                                                                                                                                                                                            
|3. | Shareholders
      who have not registered their shares in share accounts may only exercise
      their rights under the conditions set forth by law.                                                                      
|   |                                                                                                                                                                                                                            


  II  CHANGES
  IN SHARE CAPITAL

|ARTICLE
      10  CAPITAL INCREASE - PAYMENT OF SHARES
|-------------------------------------------------------
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|1.                                                     
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|                                                       
|                                                       
|2.                                                     
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|ARTICLE
      11  CAPITAL REDEMPTION AND REDUCTION    
|                                                       

|1. | Capital
      may be redeemed pursuant to a resolution of an extraordinary general meeting
      of shareholders by means of sums deemed distributable within the meaning
      of applicable law. Redeemed shares are calledactions
      de jouissance;
      they shall lose, with respect to the portion redeemed, their entitlement
      to any distribution or reimbursement in respect of the nominal value of
      shares, but shall retain their other rights.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | The
      extraordinary general meeting of shareholders may also authorize or decide
      upon a capital reduction on account of losses or by way of reimbursement
      or partial repurchase of shares.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          


  III  PURCHASE
  BY THE COMPANY OF ITS OWN SHARES

ARTICLE
  12 - PURCHASE OF SHARES WITHOUT CAPITAL REDUCTION

The
  Company may, without reducing its share capital, purchase its own shares under
  the terms and conditions provided by law.

CHAPTER
  III

BONDS

ARTICLE 13

The
  Company may issue ordinary bonds, bonds convertible into shares, bonds exchangeable
  for shares or bonds with share warrants.

Bond
  issues shall be decided by the ordinary general meeting of shareholders; provided
  however, that the extraordinary general meeting of shareholders shall decide
  on issues of bonds convertible into shares, bonds

5

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exchangeable for shares, bonds with share warrants and all issues of bonds which, in any way whatsoever, give entitlement to the allocation of securities representing a portion of the share capital.

The terms applicable to the different types of bonds shall be determined in accordance with applicable laws and regulations.

CHAPTER
  IV

COMPANY
  MANAGEMENT

|ARTICLE
           14  BOARD OF DIRECTORS  DIRECTORS          
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|1.                                                              
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|2.                                                              
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|3.                                                              
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|4.                                                              
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|5.                                                              
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|ARTICLE
      15  CHAIRMAN OF THE BOARD  OFFICERS OF THE BOARD

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|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The Board
      shall appoint a chairman from the natural persons among its members; the
      Chairman may be elected for his entire term of office as a director and
      may be re-elected indefinitely.
|   |                                                                                                                                                                                                             
|   | The Chairman
      may not be more than 65 years of age; his office shall expire automatically
      on December 31 of the year in which he reaches the age of 65.                                          
|   |                                                                                                                                                                                                             

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|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|                                                                   | However,
      the Board may decide, in the best interests of the Company, exceptionally
      to extend the Chairmans term of office beyond the above-mentioned
      age limit for successive one year periods provided that such person continues
      to hold office as director during such periods. In such event, the Chairmans
      term of office shall expire definitively on December 31 of the year in which
      he reaches the age of 67.
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                   | Accepting
      and taking the office of Chairman requires the person concerned to represent
      that he is not in breach of limits set by law on the number of offices insociétés
      anonymesthat may be held by any one person.                                                                                                                                                                                                                      
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                   | The Board
      may, if it so elects, appoint one or more vice-chairmen from among its members.                                                                                                                                                                                                                                                                                                                                                             
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                   | The Board
      shall appoint a secretary, who does not have to be a shareholder of the
      Company.                                                                                                                                                                                                                                                                                                                                                      
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.                                                                 | The Chairman
      shall represent the Board. He shall preside over meetings of the Board,
      organise and direct the work of the Board and render account of such work
      to the meetings of shareholders. He shall supervise the proper functioning
      of the bodies of the Company and in particular shall ensure that the directors
      are capable of fulfilling their tasks. He shall preside over meetings of
      shareholders.         
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|ARTICLE
      16  RESOLUTIONS OF THE BOARD OF DIRECTORS  MINUTES
|                                                                  

|1. | Board meetings
      shall be called by the Chairman as often as required by the business of
      the Company and in any event at least four times a year, and shall be held
      either at the registered office or at any other place.                                                                                                                                                                                                                                                                      
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Should
      the Chairman be unavailable, meetings may be called by the director temporarily
      appointed to deputize for the Chairman, or by a vice-chairman.                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | If it has
      not met for two months, at least one third of the directors may request
      the Chairman to convene a meeting of the Board to deliberate upon a specified
      agenda.                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Thedirecteur
      généralmay also request the Chairman to convene a meeting of the Board upon a specified
      agenda.                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Chairman
      shall be obligated to comply with any request submitted to him in accordance
      with the two preceding paragraphs.                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2. | In order
      for a quorum of the Board to exist at least half of the directors must be
      present or deemed to be present.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | For the
      purpose of the establishment of a quorum and a majority, except in the event
      of the adoption of the decisions enumerated in Art. L 225-37 of the Commercial
      Code and for the appointment or reappointment of thedirecteur
      général,
      directors shall be deemed present if they are participating by videoconference
      in accordance with the provisions of applicable law,                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | A director
      may grant a proxy, in writing, to another director to represent him. No
      directors may hold more than one proxy at any meeting of the Board.                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | An attendance
      register shall be kept and shall be signed by each director attending the
      meeting and which shall mention, if applicable, the name of the directors
      participating in the meeting by videoconference and deemed to be present.
      The minutes of each meeting shall be sufficient proof with regard to third
      parties of the names and the number of directors in office, of those present
      or deemed to be present, represented, excused or absent at such meeting.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The minutes
      shall also include the other statements required by applicable law, as well
      as, if applicable, an indication of the consequences on Board discussions
      of any technical problems with the videoconferencing system.                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | Board meetings
      shall be presided over by the Chairman or, in his absence, by the director
      temporarily appointed to deputize for him, by a vice-chairman or by any
      other director appointed by the Board.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|                                                               |                                                                                                                                                                                                                                                                                                                                                                 
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                               | Decisions
      shall be adopted by a majority of the votes of the members present, deemed
      present or represented. In the event of a tie, the chairman of the meeting
      shall have the casting vote.                                                                                                                                                  
|                                                               |                                                                                                                                                                                                                                                                                                                                                                 
|4.                                                             | The
      Board may decide to constitute, from among its members or with the assistance
      of persons who are not directors, committees or special committees to examine
      such matters as the Board or the Chairman may refer to them; the Board shall
      be liable for the conduct of the committees with respect to the matters
      so delegated.
|                                                               |                                                                                                                                                                                                                                                                                                                                                                 
|5.                                                             | The
      decisions of the Board shall be recorded in minutes which shall be signed
      by the chairman of the meeting and a director. If the chairman of the meeting
      is unable to sign they shall be signed by at least two directors.                                                                                                                 
|                                                               |                                                                                                                                                                                                                                                                                                                                                                 
|                                                               | Copies
      or extracts of the minutes of such meetings shall be certified in accordance
      with applicable law.                                                                                                                                                                                                                                            
|                                                               |                                                                                                                                                                                                                                                                                                                                                                 
|6.                                                             | Directors
      and any other person in attendance at board meetings are obliged to respect
      the confidential nature of any information designated as confidential by
      the chairman of the meeting.                                                                                                                                                   
|                                                               |                                                                                                                                                                                                                                                                                                                                                                 
|ARTICLE
      17  POWERS AND DUTIES OF THE BOARD OF DIRECTORS
|                                                              

|1.                                                                    | The Board
      shall determine the scope of the Companys business and shall supervise
      its implementation.                                                                                                                                                                                                                                                                                                                                                  
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|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                      | With the
      exception of the powers expressly reserved to the general meeting of shareholders
      and within the limits of the Companys purpose, the Board shall be
      vested with the power to consider any question concerning the proper functioning
      of the Company and shall determine by its decisions the business of the
      Company.                                                                                                      
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                      | The Board
      may conduct such audits and investigations as it deems appropriate.                                                                                                                                                                                                                                                                                                                                                                                
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                      | Each member
      of the Board shall receive such information as is necessary for the accomplishment
      of such members duties and shall be entitled to receive from the Chairman
      all documents such member deems necessary.                                                                                                                                                                                                                             
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.                                                                    | The Board
      may not contract loans in the form of bonds except with the authorization
      of the ordinary meeting of shareholders, nor may it issue bonds convertible
      or otherwise transformable into shares, bonds exchangeable for shares or
      bonds with share warrants except with the authorization of the extraordinary
      meeting of shareholders.                                                                                       
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.                                                                    | For the
      exercise of its duties the Board may, where necessary, grant any and all
      powers to its Chairman or to thedirecteur
      généraleor
      to one of thedirecteur
      généraux délégués,
      subject to applicable restrictions under the law with respect to the granting
      of sureties, security interests and guarantees; the Board may grant a power
      of substitution.                                                         
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ARTICLE
      18  FORM OF GENERAL MANAGEMENT  DECISION OF THE BOARD
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|1.                                                                    | In conformity
      with the provisions of applicable law, the general management of the Company
      shall be the responsibility either of the Chairman or of another individual
      appointed by the Board who shall carry the title ofdirecteur
      général.                                                                                                                                                                                               
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                      | The determination
      as to which form the general management of the Company shall take shall
      be determined by the Board by a majority decision in accordance with Article
      16, §3 paragraph 2, the initial decision shall be made no later than
      31 December 2002.                                                                                                                                                                              
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                      | The form
      of general management adopted  and each subsequent change  shall be valid
      until such time as the Board determines otherwise, pursuant to the same
      conditions as to majority voting; in any event, the Board shall render a
      decision as to the form of general management at the time of the appointment
      or the renewal of the term of office of thedirecteur
      généralif such person is not the Chairman of the Board.
|                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

8

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|ARTICLE
      19  DIRECTEUR GENERAL  APPOINTMENT  TERMINATION  POWERS
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.                                                                        | Depending
      upon the form of general management adopted by the Board in accordance with
      Article 18, the general management of the Company shall be the responsibility
      either of the Chairman or of another individual appointed by the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                          | When the
      Board chooses to separate the functions of chairman anddirecteur
      général,
      it shall appoint adirecteur
      généralwho may but is not required to be a member of the Board, fix his term of
      office, determine his compensation, and, if applicable, the limitations
      on his powers. Thedirecteur
      généralshall be less than 65 years of age.                                                                                                                                                                                                                                                                                                                                                             
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                          | Notwithstanding
      the term of office for which thedirecteur
      généralis appointed, his powers shall terminate on December 31 of the year in which
      he reaches the age of 65; provided, however, that the Board may, in the
      bests interests of the Company, decide exceptionally to extend the office
      of thedirecteur
      généralbeyond such age limit. In such event, the office of thedirecteur
      généralshall definitively terminate on December 31 of the year in which he reaches
      the age of 67.                                                                                                                                                                                                           
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                          | Accepting
      and taking the office ofdirecteur
      généralrequires the person concerned to represent that he is not in breach of limits
      set by law on the number of offices insociétés
      anonymesthat may be held by any one person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                          | The term
      of office of thedirecteur
      généralmay be terminated at any time by the Board. If thedirecteur
      généraldoes not also hold the post of Chairman of the Board, his termination without
      good cause may give rise to compensatory damages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.                                                                        | Thedirecteur
      généralshall
      be vested with the broadest powers to act on the Companys behalf.
      Such powers shall be exercised within the limits set forth in the Companys
      purpose and subject to the powers expressly reserved by law to the meeting
      of shareholders and the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                          | Thedirecteur
      généralshall represent the Company with respect to third parties. The Company shall
      be bound by instruments executed by thedirecteur
      généraleven if such instruments fall outside the scope of the Companys purpose,
      unless the Company can establish that the third party knew, or in light
      of the circumstances such third party should have known, that such instrument
      was outside the Companys purpose, provided, that the sole fact that
      the Articles of Association have been published shall not be sufficient
      proof of such knowledge. Decisions of the Board of Directors limiting the
      powers of thedirecteur
      généralmay not be enforced against third parties.
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|3.                                                                                 | Thedirecteur
      généraland
      anydirecteurs
      généraux déléguésmay
      appoint special representatives.                                                                                                                                                                                                 
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|                                                                                   |                                                                                                                                                                                                                                                                                                                     
|4.                                                                                 | Instruments
      which bind the Company with respect to a third party shall carry the signature
      of thedirecteur
      général,
      adirecteur
      général déléguéor
      at least a special representative.                                                                                             
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|ARTICLE
      20  DIRECTEUR GENERAUX DELEGUES  APPOINTMENT  TERMINATION -POWERS
|                                                                                   |                                                                                                                                                                                                                                                                                                                     
|1.                                                                                 | The
      Board may, pursuant to a proposal from thedirecteur
      général,
      whether such functions are carried out by the Chairman or by another individual,
      appoint one or more persons to assist thedirecteur
      généralwith
      the title ofdirecteur
      général délégué.                   
|                                                                                   |                                                                                                                                                                                                                                                                                                                     
|                                                                                   | No
      more than fivedirecteurs
      généraux déléguésmay be appointed.                                                                                                                                                                                                                                          
|                                                                                   |                                                                                                                                                                                                                                                                                                                     
|                                                                                   | Any
      person appointeddirecteur
      généraldéléguéshall be less than 65 years of age. Notwithstanding the term of office for
      which thedirecteur
      généraldéléguéis appointed, his powers shall terminate on December 31 of the year in which
      he reaches the age of 65.                        
|                                                                                   |                                                                                                                                                                                                                                                                                                                     
|                                                                                   | In
      the event the term of office of thedirecteur
      généralterminates or thedirecteur
      généralis incapacitated, thedirecteurs
      généraux déléguésshall continue to exercise their office, unless the Board determines otherwise,
      until such time as a newdirecteur
      généralis appointed.
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|   | The term
      of office of adirecteur
      généraldéléguémay be terminated at any time by the Board, pursuant to a proposal from
      thedirecteur
      général.     
|   |                                                                                                                                                                          
|2. | Upon agreement
      with thedirecteur
      général,
      the Board shall determine the extent and the duration of the powers of thedirecteurs
      généraux délégués.
|   |                                                                                                                                                                          
|   | With respect
      to third parties,directeurs
      généraux déléguésshall have the same powers as thedirecteur
      général.                                          
|   |                                                                                                                                                                          

|ARTICLE
      21  | REMUNERATION
      OF DIRECTORS, THE CHAIRMAN, THE DIRECTEUR GENERAL, THE DIRECTEUR GENERAUX
      DELEGUES AND THE REPRESENTATIVES OF THE BOARD OF DIRECTORS
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|1. | In remuneration
      of their duties the meeting of shareholders may award the directors a fixed
      annual sum as directors fees, the amount of which shall be charged
      to company overheads.                                   
|   |                                                                                                                                                                                                                                           
|   | The Board
      of Directors shall distribute such remuneration among its members as it
      sees fit. It may authorize the reimbursement of travelling expenses and
      expenses incurred by directors in the interest of the Company.
|   |                                                                                                                                                                                                                                           

|2. | The
      remuneration of the Chairman of the Board of Directors, thedirecteur
      généraland
      thedirecteurs
      généraux déléguésshall
      be determined by the Board; such remuneration may be fixed or proportional.                                                                                                                                                                                          
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | The
      Board of Directors may award exceptional remuneration to members of committees
      or special committees or to directors who are entrusted with specific tasks
      or duties; in such event, such remuneration shall be charged to operating
      costs, notified to the auditors and submitted for prior approval pf the
      Board of Directors and authorization of the ordinary meeting of shareholders.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                             

|ARTICLE
           22  | AGREEMENTS BETWEEN THE COMPANY AND ITS SHAREHOLDERS OR MANAGEMENT.
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Any agreement,
  either direct or via an intermediary, between the Company and its shareholders
  or one of its shareholders, or between the company and its management or one
  of the members of its management shall be submitted to the applicable procedure
  as defined by the laws and regulations in force.

The foregoing provisions shall not apply to agreements concerning the day-to-day business of the Company and concluded in the normal course of business.  However, such agreements shall be provided by any interested party to the Chairman of the Board. The Chairman of the Board shall provide a list of such agreements and the purpose of each to the members of the Board of Directors and the statutory auditors no later than the day the Board closes the accounts for the then current fiscal year.

ARTICLE
  23  LIABILITY

The
  directors and thedirecteur
  généralshall be liable, individually or jointly and severally as the case may be, to
  the Company or to third parties, for the breach of any law or regulation applicable
  tosociétés
  anonymes,
  for any breach of these Articles of Association or for any acts of negligence
  committed in their management of the Company, in each case as provided by applicable
  law.

CHAPTER V

AUDITORS

ARTICLE
  24  APPOINTMENT OF AUDITORS

The
  general meeting of shareholders shall appoint two statutory auditors and one
  or more deputy auditors meeting the requirements set forth by applicable law
  and regulations.

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Auditors shall
    be appointed for six financial years and may be re-appointed.

ARTICLE
  25  STATUTORY AUDITORS DUTIES

The duties of the statutory auditors shall be as defined by law. They may act jointly or separately but shall be required to draw up a joint report on the Companys business within the time limit prescribed by law. They shall report on their duties to the annual ordinary meeting of shareholders.

ARTICLE
  26  AUDITORS FEES

The fees of the statutory auditors shall be determined in accordance with applicable regulations and shall be payable by the Company.

CHAPTER
  VI

MEETINGS
  OF SHAREHOLDERS

ARTICLE
  27  POWERS AND NATURE OF MEETINGS OF SHAREHOLDERS

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|1. | The
        Board shall present the ordinary meeting of shareholders with a report
        on the condition of the Company and the management of the group, any other
        report required by law, as well as the annual accounts and the consolidated
        accounts. After presentation of the auditors reports, the ordinary
        meeting of shareholders shall approve or modify the annual accounts and
        the consolidated accounts and shall decide on the allocation and distribution
        of profits. It shall have the power to appoint and dismiss directors and
        to set their remuneration as provided in the Articles of Association and
        applicable law. It shall appoint the auditors.

ARTICLE
  28  NOTICE, PLACE AND AGENDA OF MEETINGS

Meetings of shareholders may be called by the Board of Directors or, failing which, by the auditors and any other person legally authorized for such purpose.

The rules and procedures for providing notice of meetings, which may be transmitted by electronic forms of communication, shall be as set forth by law. The notice of meeting shall state the place of meeting, which may be the registered office or any other place, and the agenda.

No item other than those mentioned on the agenda may be considered in the meeting of shareholders, unless otherwise provided by applicable law.

ARTICLE
  29  HOLDING OF MEETINGS OF SHAREHOLDERS

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|1. | Ordinary
      meetings of shareholders may be attended by all shareholders regardless
      of the number of shares they may hold, provided that all calls of capital
      contributions due or past due with respect to such shares have been paid
      in full.                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Access
      to the meeting is open to such shareholders, as well as to their proxies
      and registered intermediaries who have provided evidence of their entitlement
      to attend no later than 3:00 p.m. (Paris time) the day before the date of
      the assembly, including an attestation that their shares are registered
      in an account. The Board of Directors may, where deemed appropriate, present
      shareholders with personal admission cards bearing the name of the shareholder
      and require production of such cards. However, the Board of Directors may
      shorten or eliminate such time limit.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In all
      meetings of shareholders, shareholders shall be deemed present for quorum
      and majority purposes if participating in the meeting by videoconference
      or by a method of telecommunication that permits them to be identified.
      The Board of Directors shall organise, in accordance with applicable laws
      and regulations, the participation and voting by such shareholders at the
      meeting by creating a site dedicated exclusively to                                                                                                                                                              
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|   | such
      purpose, and shall verify the efficacity of the methods adopted to permit
      their identification and to guarantee their effective participation at the
      meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Shareholders
      not domiciled in French territory may be represented by a intermediary registered
      in accordance with applicable laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Shareholders
      may also be represented in accordance with applicable laws and regulations,
      and by proxy, provided the proxy holder is himself a shareholder, or by
      their spouse even if the latter is not a shareholder.                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Shareholders
      may vote by mail in accordance with the conditions established by the law,
      the Board of Directors is authorized to reduce the time limit for the receipt
      of voting forms.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Shareholders
      may, pursuant to applicable law and regulations, submit their proxy or mail
      voting forms in respect of any meeting of shareholders, either in paper
      form or, upon decision of the Board of Directors published in the meeting
      notice and in the notice of the meeting, by a method of telecommunication
      provided any such shareholder provides proof that their shares are registered
      in an account no later than 3:00 p.m. (Paris time) the day before the date
      of the assembly; the Board of Directors is authorized to reduce the time
      limits for the receipt of voting forms.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Any
      shareholder fulfilling the required conditions set forth above may attend
      the meeting and take part in the vote, any previously submitted correspondence
      vote or previously granted proxy being deemed invalid.                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | Attendance
      Sheet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | An
      attendance sheet shall be kept for each meeting to record the names of shareholders
      present, deemed present or represented at the meeting of shareholders, and
      the number of shares they hold                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The
      sheet shall be drawn up and initialled in accordance with the regulations
      in force and certified true and correct by the committee of the meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | Quorum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | Committee
      of the Meeting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|                                                                  |                                                                                                                                                                                                                                                                                               | If a meeting
      has been called by the auditors, it shall be chaired by one of the auditors.                                                                                                                                                                                                                                
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  |                                                                                                                                                                                                                                                                                               | In the absence
      of the person authorized or appointed to chair the meeting, the meeting
      shall elect its own chairman.                                                                                                                                                                                               
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | b)                                                                                                                                                                                                                                                                                            | The function
      of inspector of election shall be undertaken by the two shareholders, present
      and consenting, who, on their own account and as proxies, hold the greatest
      number of votes. The committee of the meeting so formed shall appoint a
      secretary, who need not be a shareholder.               
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | c)                                                                                                                                                                                                                                                                                            | The committee
      of the meeting shall verify, certify and sign the attendance sheet, ensure
      the orderly conduct of any discussions, settle any incidents occurring during
      the meeting, verify the votes cast and ensure that they have been properly
      cast, and finally draw up the minutes of the meeting.
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|ARTICLE
      30  EXERCISE OF VOTING RIGHTS  REQUIRED MAJORITY.
|                                                                  |                                                                                                                                                                                                                                                                                              
|1.                                                                | Unless
      otherwise provided by applicable law and the conditions set forth in the
      Articles of Association below, voting rights attached to shares shall be
      proportional to the share capital they represent.                                                                 
|                                                                  |                                                                                                                                                                                                                                                                                              
|                                                                  | Double
      voting rights shall be attached to fully paid-up shares registered for at
      least two years in the name of the same shareholder.                                                                                                                                            
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | The
      number of voting rights held by each shareholder at general meeting of shareholders
      shall be:                                                                                                                                                                                
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | –                                                                                                                                                                                                                                                                                             | equal to
      the number of rights attached to the shares he owns, within the limit of
      1 % of the rights attached to all shares comprising the share capital;                                                                                                                                                           
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | –                                                                                                                                                                                                                                                                                             | for the
      balance calculated according to the quorum obtained, by application of the
      percentage exceeding 1% to the number of voting rights corresponding to
      such quorum (calculated taking into account the restriction resulting from
      this provision).                                                 
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | The
      calculation to be made is given by the formula set forth in Schedule 2 hereto.
      For the purposes of such calculation, percentages shall be given to no more
      than two decimal places and the number of votes obtained shall be rounded
      up to the next whole number.
|                                                                  |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                
|                                                                  | Where
      applicable, the voting rights held directly or indirectly by a shareholder
      shall be aggregated with those belonging to any third party with whom such
      shareholder is acting in concert within the meaning of the law.                                                

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|2. | Voting
      rights attached to shares shall be exercised by the holder of the usufruct
      in any meetings except where the holder of the usufruct and the underlying
      owner have agreed otherwise and jointly notified the Company at least five
      days before the date of the meeting.                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                             
|3. | Shareholder
      voting shall take place and the votes shall be cast using electronic ballots
      or bar-coded voting forms or, if applicable, pursuant to the conditions
      detailed in Article 29 § 1 above, or failing which, using voting forms
      to be counted by the committee of the meeting or any person appointed by
      it and for whom it is liable.
|   |                                                                                                                                                                                                                                                                                                                                                                             
|4. | The
      necessary majorities shall be as follows:                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                             
|   | Resolutions
      at an ordinary meeting of shareholders shall be passed by a simple majority
      of the votes cast by shareholders present, deemed present or represented.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                             
|   | Resolutions at an extraordinary meeting of shareholders shall be passed
      by a two thirds majority of the votes cast by shareholders present, deemed
      present or represented.                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                             
|   | In the event of a capital increase by capitalisation of reserves, profits
      or issue premiums, the meeting shall decide in accordance with the voting
      requirements for ordinary meetings of shareholders.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                             

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|ARTICLE
    31  MINUTES
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|1.                       | The minutes
        of meeting of shareholders shall state the date and place of meeting,
        the means used for giving notice of the meeting, the agenda, the members
        of the committee of the meeting, the number of shares present for voting,
        the quorum obtained, the documents submitted to the meeting, a summary
        of the discussions, the text of the resolutions submitted to the vote
    and the result of the votes.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         | The minutes
      shall be kept under the same conditions as those of board meetings and shall
      be signed by all the members of the committee of the meeting. Failure to
      comply with this formality shall not invalidate the resolutions.                                                                                                                                                                                                      
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.                       | Copies and
      excerpts of the minutes shall be drawn up and certified as required by law.                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         | The Chairman
      of the Board of Directors may appoint a special agent, for whom he shall
      be liable, to certify as true and correct such copies and excerpts of minutes.                                                                                                                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                           

CHAPTER
  VII

COMPANY
  ACCOUNTS AND PROFITS

ARTICLE
  32  FINANCIAL YEAR

The financial year shall begin on January 1 and end on December 31.

ARTICLE
  33  INVENTORY AND ACCOUNTS AND BALANCE SHEET

Regular accounts shall be kept of company transactions in compliance with the law and the standards and practices applicable to commercial companies.

At the end of each financial year, the Board of Directors shall establish an inventory of the Companys assets and liabilities existing at that date and shall draw up company and consolidated accounts as required by law. Such documents shall be made available to the auditors under such conditions and within such time as required by applicable regulations.

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|ARTICLE
        34  DETERMINATION, APPROPRIATION AND DISTRIBUTION OF RESULTS
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|1.                                                                            | The
      net results of each financial year after deduction of overhead and other
      expenses of the Company, including any depreciation and provisions, shall
      constitute the profit or loss for that financial year.                                                                                                                                                                             
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|2.                                                                            | 5
      % of the amount of the profit thus determined less any previous losses shall
      be allocated to the statutory reserve, such deduction being mandatory until
      the statutory reserve amounts to one-tenth of the share capital or in the
      event the statutory reserve falls below the above-mentioned percentage of
      the share capital.                                             
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                              | The
      meeting of shareholders shall at the same time make allocations to the other
      reserves required by applicable law.                                                                                                                                                                                                                                                                           
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|3.                                                                            | With
      regard to distributable profits, including if applicable the profits carried
      forward from prior years, the meeting of shareholders shall first withhold
      to be distributed to shareholders a first dividend equal to 5% of the amount
      fully paid up and not redeemed on the shares outstanding; such dividend
      shall not be cumulative from one financial year to the next.
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|4.                                                                            | With
      respect to the surplus, the general meeting shall withhold the amounts it
      deems appropriate, either to establish an optional reserve or to carry forward.                                                                                                                                                                                                                                  
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                              | The
      balance shall be divided between the shareholders as a super dividend.                                                                                                                                                                                                                                                                                                                            
|                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                             

14

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The
      general meeting of shareholders may also decide to distribute part of the
      Companys distributable reserves; in such event, the decision shall
      state expressly the reserves from which the distribution has been made.
      However, dividends shall be paid first from the financial years distributable
      profits.                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|6. | Losses
      shall be booked, after approval of the accounts by the meeting of shareholders,
      in a special balance sheet account and shall be charged against profits
      in subsequent years until extinguished.                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|7. | Any
      shareholder who, at the end of the financial year, has held registered shares
      for at least two years and still holds them at the date of payment of the
      dividend in respect of the year, shall receive in respect of such shares
      a bonus equal to 10 % of the dividend (first and super dividend) paid to
      other shareholders, including any dividend which is paid in shares. Where
      applicable the increased dividend will be rounded down to the nearest centime.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|   | Similarly,
      any shareholder who, at the end of the financial year, has held such registered
      shares for at least two years and still holds them at the date of an issue
      by way of capitalization of reserves, retained earnings or issue premiums
      of bonus shares, shall receive additional shares equal to 10 % of the number
      distributed, rounded down to the nearest whole number.                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The
      number of shares giving entitlement to such increases held by any one shareholder
      may not exceed 0.5 % of total share capital at the relevant financial year
      end.                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|   | In
      the event of a share dividend or bonus issue any additional stock shall
      rankpari
      passuwith
      the stock previously held by the shareholder for the purpose of determining
      any increased dividend or distribution of bonus shares. However, in the
      event of fractions:                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|   | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | where the
      shareholder opts for payment of dividends in shares, the shareholder meeting
      the legal conditions may pay a balancing amount in cash to receive an additional
      share,                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|   | –                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in the
      event of a bonus issue, the rights to any fractions of a share arising from
      the increase shall not be negotiable and the corresponding shares shall
      be sold and the proceeds distributed to the holders of such rights no later
      than thirty days after the registration in the share account of the whole
      number of shares allocated to them.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   
|   | The provisions of the above paragraph 7 will come into effect for the first
      time on the payment of the 1998 financial year dividend (determined by the
      Annual General Meeting held in 1999).                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                   

ARTICLE
  35  PAYMENT OF DIVIDENDS

The terms and conditions of payment of dividends shall be determined either by the meeting of shareholders or by the Board of Directors.

The meeting of shareholders may offer shareholders a choice, for all or part of any dividend to be distributed, between payment in cash and payment in new company shares pursuant to applicable law. Shareholders may be offered the same choice with regard to the payment of interim dividends.

ARTICLE
  36  USE OF RESERVES

Reserves are intended to meet the Companys financial needs; they shall be used as the Board of Directors deems necessary for the interest of the Company.

However the
     general meeting of shareholders may, on proposal from the Board, exceptionally

  apply such part of reserves as it deems fit to pay a dividend, or to:

|– | issue new
      bonus shares or increase the nominal value of the shares, or                                      
|- | ------------------------------------------------------------------------------------------------------------------
|– | totally
      or partially redeem the share capital pursuant to Article 11 of these Articles
      of Association.

15

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CHAPTER
  VIII

DISSOLUTION
  AND LIQUIDATION OF THE COMPANY

ARTICLE
  37  EXPIRATION – PROLONGATION – DISSOLUTION

The Board of
  Directors shall call an extraordinary meeting of shareholders at least one year
  prior to the expiration date of the Company to decide if the existence of the
  Company shall be prolonged.

The Board may
  also, at any time and for any reason whatsoever, put a motion to the extraordinary
  meeting of shareholders proposing early dissolution of the Company.

ARTICLE
  38  LIQUIDATION

The Company shall be in liquidation as of the moment it is dissolved, for whatever reason the dissolution occurred. The general meeting of shareholders shall settle the manner of liquidation and shall appoint the liquidator(s).  The Company shall continue to enjoy legal personality for the purpose of the liquidation until completion thereof.

The other conditions of liquidation are provided by applicable laws and regulations, subject to shareholders rights as defined in these Articles of Association, including after the extinction of all liabilities, the balance shall be distributed equally among all shares.

CHAPTER
  IX

MISCELLANEOUS
  PROVISIONS

ARTICLE
  39  DISPUTES – ELECTION OF DOMICILE

Any disputes arising during the Companys term or at its liquidation, whether between the shareholders, the directors and the Company or between shareholders themselves, where they concern company matters, shall be judged in accordance with the law and shall be subject to the jurisdiction of the competent courts. To this end, in the event of a dispute, shareholders are required to elect domicile within the jurisdiction of the competent court; any service of process or notice shall be deemed duly served if served at such domicile.

ARTICLE
  40  FINAL PROVISIONS

Any bearer of these Articles of Association, duly certified by the Chairman, thedirecteur généralor agent designated for such purpose, shall be authorized to carry out formalities of publication required of sociétés anonymes.

In the event of alterations in the Articles of Association, any of the directors ordirecteurs générauxshall be authorized to sign a declaration that such alterations are regular and conform to the requirements of applicable law.

________________

16

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Schedule1 HISTORICAL
              INFORMATION -
          I - J. & A.
        PAVIN de LAFARGE was formed with a share capital of 6,000,000 F (1,200
        shares at 5,000 F) as a partnership limited by shares, by deed recorded
        by Me Olivier, Notary at Viviers (Ardèche) on June 12, 1884. The share
        capital was: 1.
        Increased
            to 8,800.000 F (17,600 shares at 500 F) by:a)
        exchanging
            the existing 1,200 shares at 5,000 F for 12,000 new shares at 500
            F;b)
        the
            creation of 5,600 shares at 500 F allocated to Société Anonyme
            des Chaux et Ciments du Teil (3,500 shares), Société des
            Chaux Hydrauliques de Cruas (1,200 shares), and Société Anonyme
            de Chaux de Meysse (900 shares) in remuneration of their contributions
            by way of merger.(Extraordinary
            Shareholders Meeting of June 16, 1887)2.
        Increased
            to 9,120,150 F (20,267 shares at 450 F) by:a)
        reduction
            from 500 F to 450 F of the par value of the 17,600 existing shares;b)
        creation
              of 2,667 shares at 450 F allocated to Société des
              Portland Méridionaux in remunerationof their contributions
              by way of merger.(Extraordinary Shareholders Meeting of December 22, 1900)3.
        Reduced
            to 8,106,800 F (20,267 shares at 400 F) by reduction of the par value
            of the existing shares from 450 F to 400 F and reimbursement to shareholders
            of 50 F per share.(Extraordinary
                Shareholders Meeting of November 25, 1905)4.
        Increased
            to 8,426,800 F (21,067 shares at 400 F) by creation of 800 shares
            at 400 F allocated to La Société de Contes-les-Pins
            in remuneration of their contributions by way of merger.(Extraordinary
            Shareholders Meeting of December 9, 1905)5.
        Increased
            to 16,853.600 F (42,134 shares at 400 F) by the issuance for cash
            of 21,067 shares at 400 F.(Extraordinary
            Shareholders Meeting of May 31, 1919)- II
                -The
            Company became a société anonyme with the name Société des
            Chaux et Ciments de Lafarge et du Teil by decision of the Extraordinary
            Shareholders meeting of 26 November 1919.The
            share capital was6.
        Increased
            to 18,253,600 F (45,634 shares at 400 F) by the issuance for cash
            of 3,500 new shares at 400 F. (Extraordinary Shareholders Meeting
            of August 11, 1921). The par value of the shares constituting the
            new share capital was then reduced from 400 F to 100 F and each of
            the 45.634 shares at 400 F was divided into 4 shares at 100 F, including
            one A share and 1,366,902 B shares, each
            with a par value of 100 F.(Extraordinary
            Shareholders Meeting of December 15, 1926)**
        The A and B shares
              enjoyed different rights to distribution of income and the net
              proceeds of liquidation in the event of dissolution of the Company
              (Articles 9, 48 and 55 of the Articles of Association approved
              by the Extraordinary Shareholders Meeting of December 15,
              1926).
  7.
        Increased
            to 19,303,600 F (45,634 A shares at 100 F and 147,402 B shares
            at 100 F) by creation of 10,500 B shares at 100 F allocated
            to Société des Chaux et Ciments Romain Boyer in remuneration
            of their contributions by way of merger.(Extraordinary
            Shareholders meeting of May 10, 1928)8.
        Increased
            to 19,743,600 F (45,634 A shares at 100 F and 151,802 B shares
            at 100 F) by:a)
        creation
            of 4,000 B shares allocated to Société Anonyme
            des Ciments du Calaisis in remuneration of their contributions by
            way of merger;b)
        creation
            of 400 new B shares subscribed in cash.(Extraordinary
            Shareholders Meeting of February 14, 1929)9.
        Increased
            to 19,750,500 F (45,634 A shares at 100 F and 151,871 B shares
            at 100 F) by creation of 69 B shares at 100 F allocated
            to Société Thorrand Durandy et Cie in remuneration
            of their contributions by way of merger.(Extraordinary
            Shareholders Meeting of October 2, 1935)10.
        Increased
            to 21,950,500 F (45,634 A shares at 100 F and 173,871 B shares
            at 100 F) by creation of 22,000 B shares at 100 F allocated
            to Compagnie Nouvelle des Ciments du Boulonnais in remuneration of
            their contributions by way of merger.(Extraordinary
            Shareholders Meeting of December 5, 1938)11.
        Increased
            to 68,133,100 F (45,634 A shares at 100 F and 211899 B shares
            at 300 F) by capitalization of 46,182,700 F drawn on reserves and:a)
        increase
            in the par value of the 173,871 previously existing B shares
            from 100 F to 300 F;b)
        creation
            of 38,028 B shares at 300 F issued for free to the owners
            of the 45,634 A shares at the rate of 5 B shares
            at 300 F for 6 A shares at 100 F (one shareholder having
            waived a fraction of his entitlement).(Extraordinary
            Shareholders Meetings of May 30, 1940 and January 21, 1941)12.
        Increased
            to 68,219,800 F (45,634 A shares at 100 F and 212,188 B shares
            at 300 F) by creation of 289 new B shares at 300 F allocated
            to Société Anonyme des Ciments de Mantes in partial
            remuneration of their contributions by way of merger.(Extraordinary
            Shareholders Meeting of December 8, 1941)13.
        Increased
            to 68,484,700 F (45,634 A shares at 100 F and 213,071 B shares
            at 300 F issued to certain shareholders of Société des
            Fours à Chaux des Feux Vilaine in remuneration of their contributions.(Extraordinary
            Shareholders Meeting of April 19, 1943)14.
        Increased
            to 72087,800 F (48,035 A shares at 100 F and 224,281 B shares
            at 300 F) by capitalization of 3,613100 F of reserves and creation
            of 2,401 A shares at 100 F and 11,210 B shares
            at 300 F, (2,400 A shares and 11,161 B shares
            being allocated to the State in payment of the solidarity tax).(Extraordinary
            Shareholders Meeting of February 14, 1946)15.
        Increased
            to 190,621,200 F (48,035 A shares at 700 F and 224,281 B shares
            at 700 F) by capitalization of 118,533,400 F from reserves and increase
            in the par value of the 48,035 A shares from 100 F to
            700 F and of the 224,281 B shares from 300 F to 700 F.(Extraordinary
            Shareholders Meeting of October 8, 1947)16.
        Increased
            to 476,553,000 F (48,035 A shares at 700 F and 632,755 B shares
            at 700 F) by issuance for cash of 408,474 B shares at
            700 F reserved for existing shareholders at the rate of 3 new B shares
            for 2 existing A or B shares.(Extraordinary
            Shareholders Meeting of May 19, 1948)
  17   17.
        Increased
            to 1,021,185,000 F (48,035 A shares at 1,500 F and 632,735 B shares
            at 1,500 F) by capitalisation of 544,632,000 F of the revaluation
            reserve and increase in the par value of A and B shares
            from 700 F to 1,500 F.18.
        Increased
            to 1,361,580,000 F (48,035 A shares at 2,000 F and 632,735 B shares
            at 2,000 F) by capitalization of 340,395,000 F of reserves and increase
            in the par value of A and B shares from 1,500
            F to 2,000 F.(Extraordinary
            Shareholders Meeting of March 28, 1950)19.
        Increased
            to 1,926,290,000 F (963,145 shares at 2,000 F) by capitalization
            of 564,710,000 F of reserves and:a)
        exchange
            of the existing 48,035 A shares at 2,000 F for 288,210 B new
            shares for 1 existing A share;b)
        creation
            of 42,180 new B shares at 2,000 F allocated for free
            to the holders of existing B shares at the rate of 1
            new B share for 15 existing B shares.(Extraordinary
            Shareholders Meeting of February 20, 1951)Following
            this operation, the entire share capital was constituted by a single
            class of share with a par value of 2,000 F.20.
        Increased
            to 2,407,860,000 F (481,572 shares at 5,000 F):a)
        by
              capitalization of 481,570,000 F of reserves;b)
        after
            surrender of one existing share by a shareholder, by consolidation
            of 1 new share at 5,000 F for 2 existing shares at 2,000 F.(Extraordinary
            Shareholders Meeting of January 15, 1952)21.
        Increased
            to 3,009,825,000 F (601,965 shares at 5,000 F) by issuance for cash
            of 120,393 new shares at 5,000 F reserved to shareholders (irréductible),
            at the rate of 1 new share for 4 existing shares.(Extraordinary
            Shareholders Meeting of May 29, 1952)22.
        Increased
            to 4,013,100,000 F (802,620 shares at 5,000 F) by capitalization
            of 1,003,275,000 F of reserves and creation of 200,655 new shares
            allocated for free to shareholders at the rate of 1 new share for
            3 existing shares.(Extraordinary
            Shareholders Meeting of April 12, 1956 and Board of Directors Meeting
            of December 17, 1957)23.
        Increased
            to 5,016,375,000 F (1,003,275 shares at 5,000 F) by issuance for
            cash of 200,655 new shares at 5,000 F reserved by priority for the
            601,965 existing shareholders at the rate of 1 new share for 3 existing
            shares.(Extraordinary
            Shareholders Meeting of December 17, 1957)24.
        Increased
            to 5,560,000,000 F (1,130,000 shares at 5,000 F) by creation of 126,725
            shares at 5,000 F allocated, in remuneration of their contributions,
            to:a)
        Société des
            Chaux et Ciments des Feux Vilaines: issuance of 78,525 shares in
            remuneration of their contributions by way of merger;b)
        Société Financière
            Immobilière et Mobilière (SOFIM): issuance of 45,000
            shares in remuneration of an asset contribution;c)
        Société dEtudes
            et de Financement pour lIndustrie des Matériaux de Construction
            (SEFIMAC): issuance of 3,200 shares in remuneration of an asset contribution.(Extraordinary
            Shareholders Meeting of October 14, 1958)25.
        Increased
            to 6,130,000,000 F (1,226,000 shares at 5,000 F) by creation of 96,000
            shares at 5,000 F allocated to Société des Chaux Ciments
            et Matériaux de Construction in Morocco in remuneration of
            its contributions.(Extraordinary
            Shareholders Meeting of December 21, 1959)
  
  26.
        Increased
            to 92,200,000 F*(1,844,000
            shares at 50 F):a)
        by
            issuance for cash of 413,667 shares at 50 F, 408,666 of which reserved
            on an irreducible basis for existing shareholders at the rate of
            1 new share for 3 existing shares (one shareholder having waived
            two subscription rights), and 5,001 shares reserved by priority for
            company employees according to length of service.b)
        by
            capitalization of 10,216,650 F of the re-evaluation reserve and creation
            of 204,333 shares at 50 F allocated for free to the 1,226,000 existing
            shares, at the rate of one 1 new share for 6 existing shares (one
            shareholder having waived two allocation rights).(Extraordinary
            Shareholders Meeting of May 10, 1961)27.
        Increased
            to 96,300,000 F(1,926,000 shares at 50 F) by creation of 82,000 shares
            at 50 F allocated in remuneration of their asset contributions to
            Société Nord Africaine des Ciments Lafarge (53,100
            shares) and Ciments Artificiels dOranie (28,900 shares ).(Extraordinary
            Shareholders Meeting of July 26, 1962)28.
        Increased
            to 97,500,000 F (1,950,000 shares at 50 F) by creation of 24,000
            shares at 50 F allocated to Société des Chaux et Ciments
            Vallette-Viallard in remuneration of their contributions by way of
            merger.(Extraordinary
            Shareholders Meeting of December 31, 1963)29.
        Increased
            to 118,860,000 F (1,981,000 shares at 60 F):a)
        by
            the creation of 31,000 shares at 50 F allocated, in remuneration
            of their asset contributions, to Société Nord Africaine
            des Ciments Lafarge (23,700 shares) and Ciments Artificiels dOranie
            (7,300 shares);b)
        by
            capitalization of 19,810,000 F of the special revaluation reserve
            and increase in the par value of the 1,981,000 existing shares from
            50 F to 60 F.(Extraordinary
            Shareholders Meeting of May 15, 1964)30.
        Increased
            to 172,680,000 F (2,878,000 shares at 60 F:a)
        by
            issuance for cash of 500,800 shares at 60 F, 495,250 of which reserved
            on an irreducible basis for existing shareholders at the rate of
            1 new share for 4 existing shares, and 5,550 shares reserved in priority
            for company employees according to length of service;b)
        by
            capitalization of 23,772,000 F of the special revaluation reserve
            and creation of 396,200 shares at 60 F allocated for free to the
            1,981,000 existing shares at the rate of 1 new share for 5 existing
            shares.(Extraordinary
            Shareholders Meeting of May 15, 1964)31.
        Increased
            to 383,733,300 F(3,837,333 shares at 100 F):a)
        by
            capitalization of 115,120,000 F from reserves and increase in the
            par value of the 2,878,000 existing shares from 60 F to 100 F;b)
        by
            issuance for cash of 959,333 shares at 100 F, reserved on an irreducible
            basis for existing shareholders at the rate of 1 new share for 3
            existing shares (one shareholder having waived his subscription right).(Extraordinary
            Shareholders Meeting of September 14, 1967)32.
        Increased
            to 422,031,000 F (4,220,310 shares at 100 F) by creation of 382,977
            shares at 100 F issued to Société des Ciments de Marseille
            et dOutre-Mer in remuneration of their contributions by way
            of merger(Extraordinary
            Shareholders Meeting of June 27, 1969)*
        values
            expressed in new francs from the 1961 capital increase
  18
  
  33.
        Increased
            to 465,000,000 F (4,650,000 shares at 100 F) by creation of:a)
        321,690
            shares at 100 F issued to Société Anonyme Neuilly Saint-Paul
            for the purposes of the exchange offer to shareholders of Ciments
            du Sud-Ouest;b)
        108,000
            shares at 100 F issued to Ciments Villeneuve in remuneration of their
            contributions by way of merger.(Extraordinary
            Shareholders Meeting of October 14, 1969)34.
        Increased
            to 465,000,500 F (4,650,005 shares at 100 F) by creation of 5 shares
            at 100 F issued to Ciments de la Seine in remuneration of their contributions
            by way of merger.Reduced
            to 465,000,000 F (4,650,000 shares at 100 F) by cancellation of 5
            shares at 100 F repurchased on the stock market (following authorization
            by the above-mentioned Shareholders Meeting and by decision
            of the Board of Directors on the same day).(Extraordinary
            Shareholders Meeting and Board of Directors Meeting of December
            21, 1971)35.
        Increased
            to 465,000,200 F by creation of 2 shares at 100 F issued in exchange
            for 2 1972 6 % bonds converted into shares in 1973 (Article 196-1
            of the law of 24 July 1966).(Board
            of Directors Meeting of January 29, 1974)36.
        By
            decision of the Extraordinary Shareholders Meeting of June
            27, 1974:•
        the
            Company contributed to Ciments Lafarge France assets, rights and
            obligations relating to the operation of its cement plants or such
            business;•
        the
            Company name was changed to Ciments Lafarge France.The
            share capital was subsequently increased to 465,001,200 F by creation
            of 10 shares at 100 F issued in exchange for 10 1972 6 % bonds converted
            into shares in 1976 (Article 196-1 of the law of July 24, 1966) (Board
            of Directors Meeting of December 2, 1976)37.
        Increased
            to 474,864,300 F (4,748,643 shares at 100 F) by creation of 98,631
            shares allocated to Chaux et Ciment du Maroc in remuneration of of
            their contributions by way of merger following:a)
        a
            capital increase of 19,800,000 F (198,000 shares);b)
        a
            capital reduction of 7,324,200 F (73,242 shares) by the Companys
            waiver of its rights in connection with its 122,070 shares in Chaux
            et Ciments du Maroc shares;c)
        a
            further capital reduction of 2,612,700 F (26,127 shares) by cancellation
            of 26,127 Lafarge shares held by Chaux et Ciments du Maroc.(Extraordinary
            Shareholders Meeting of June 21, 1978)38.
        Increased
            to 569,837,100 (5,698,371 shares at 100 F) by issuance for cash of
            949,728 shares reserved on an irreducible basis for existing Lafarge
            shareholders at the rate of 1 new share for 5 existing shares (one
            shareholder having waived the subscription rights attached to three
            of his shares) and for existing Chaux et Ciments du Maroc shareholders,
            for whom the exchange transaction had not begun at the time of subscription,
            at the rate of 3 new Lafarge shares for 25 Chaux et Ciments du Maroc
            shares.(Extraordinary
            Shareholders Meeting of June 21, 1978 and Board of Directors Meeting
            of September 19, 1978)39.
        Increased
            to 569,838,800 F by creation of 17 shares at 100 F issued in exchange
            for 17 1972 6 % bonds converted into shares in 1979 (Article 196-1
            of the law of 24 July 1966).(Board
            of Directors Meeting of November 29, 1979)40.
        Increased
            to 614,514,000 F by creation of 446,752 shares at 100 F allocated
            to Société Anonyme Neuilly Saint-Paul for the purposes
            of the exchange offer to shareholders of Carbonisation Entreprise
            et Céramique, Compagnie des Sablières de la Seine and
            Plâtrières de France.(Extraordinary
            Shareholders Meeting of June 18, 1980)
  
  41.
        Increased
            to 614,529,800 F by creation of 158 shares at 100 F issued in exchange
            for 1972 6 % bonds converted into shares in 1980 (Article 196-1
            of the law of 24 July 1966).(Board
            of Directors Meeting of June 18, 1980)42.
        a)
        Increased
                to 664,529,800 F by creation of 500,000 shares at 100
                F allocated in remuneration of the contribution of 46.085 shares
                in Compagnie Financière Coppée et Roelands (C.F.C.R.);b)
        Increased
            to 664,539,200 by the creation of 94 shares at 100 F issued in exchange
            of 1972 6 % bonds converted into shares in 1980 (Article 196-1 of
            the law of 24 July 1966).(Extraordinary
            Shareholders Meeting of December 17, 1980)- IV
                -The
            Company took the name Lafarge Coppée by decision
            of the Extraordinary Shareholders Meeting of December 17, 1980.The
            capital was subsequently:43.
        Increased
            to 666,356,100 F by creation of 18,169 shares at 100 F issued in
            exchange of 17,989 1972 6 % convertible bonds (Article 196-1 of the
            law of July 24, 1966).(Board
            of Directors Meeting of January 19, 1981)44.
        Increased
            to 66,360,600 F by creation of 45 shares at 100 F issued in exchange
            of 44 1972 6 % convertible bonds (Article 196-1 of the law of
            July 24, 1966).(Board
            of Directors Meeting of March 11, 1981)45.
        Increased
            to 669,544,600 F by creation of 371 shares at 100 F issued in exchange
            of 368 1972 6 % convertible bonds and 31,469 shares at 100 F issued
            in exchange of 1.951 1981 Eurofranc bonds (Article 196-1 of the law
            of July 24, 1966).(Board
            of Directors Meeting of September 29, 1981)46.
        Increased
            to 754,558,200 F by creation of 850,136 fully paid-up new shares
            at 100 F each, issued in remuneration of the contribution-merger
            of the Société Industrielle et Agricole de la Somme
            (SIAS).(Extraordinary
            Shareholders Meeting of December 21, 1981)47.
        Increased
            to 774,549,000 F by creation of 199,908 shares at 100 F for distribution
            of stock to company employees pursuant to Law n° 80-834 of October
            24, 1980 and a decision of the Extraordinary Shareholders Meeting
            of June 17, 1981.(Board
            of Directors Meeting of December 9, 1981, effective as of December
            21, 1981)48.
        Increased
            to 775,702,200 F by creation of 596 shares at 100 F issued in exchange
            of 590 1972 6 % bonds, and the creation of 10,936 shares at 100 F
            in exchange of 678 1981 11. 25-11. 50 % bonds (Article 196-1 of the
            law of July 24 1966).(Board
            of Directors Meeting of January 13, 1982)49.
        Increased
            to 775,748,600 F by creation of 464 new shares issued in exchange
            of 459 1972 6% bonds.(Board
            of Directors Meeting of January 16, 1983)50.
        Increased
            to 789,140,000 F by creation of 133,914 new shares issued in payment
            of the dividend for 1982.(Board
            of Directors Meeting of November 15, 1983)51.
        Increased
            to 789,160,300 F by creation of 203 new shares, 91 of which issued
            in exchange of 90 1972 6 % bonds and the other 112 issued on exercise
            of stock options.(Board
            of Directors Meeting of January 25, 1984)
  19
  
  52.
        Increased
            to 799,752,000 F by creation of 105,917 new shares, of which:–
        9,353
            by conversion of 9,261 1972 6 % bonds,–
        94,006
            by conversion of 5,828 1981 11.25 - 11.50 % bonds,–
        908
            on exercise of 908 share subscription warrants attached to1983
            11 % bonds,–
        1,650
            on exercise of stock options.(Board
            of Directors Meeting of June 20, 1984)53.
        Increased
            to 801,449,000 F by creation of 16,970 new shares created in remuneration
            of the merger with Société de Participations Africaines
            Cimentières (SOPAC).(Extraordinary
            Shareholders Meeting of July 4, 1984)54.
        Increased
            to 812,761,700 F by creation of 113,127 new shares issued in payment
            of the dividend for 1983.(Board
            of Directors Meeting of November 7, 1984)55.
        Increased
            to 817,988,100 F by creation of 52,264 new shares, of which:–
        37,002
            by conversion of 36,635 1972 6 % bonds,–
        13,388
            by conversion of 830 1981 11.25-11.50 bonds,–
        1,152
            on exercise of share subscription warrants attached to 1983 11 %
            bonds,–
        722
            on exercise of stock options.(Board
            of Directors Meeting of January 23, 1985)56.
        Increased
            to 882,872,700 F by creation of 648,846 new shares, of which:–
        93,705
            by conversion of 92,778 1972 6 % bonds,–
        462,657
            by conversion of 28,683 1981 11.25-11.50 % bonds,–
        7,367
            on exercise of share subscription warrants attached to 1983 11 %
            bonds,–
        2,400
            on exercise of stock options,–
        82,717
            issued in payment of the dividend for 1984.(Board
            of Directors Meeting of November 6, 1985)57.
        Increased
            to 889,293,700 F by issuance of 64,210 shares at 100 F, of which:–
        38,111
            by conversion of 37,733 1972 6 % bonds,–
        20,658
            on exercise of share subscription warrants attached to 1983 11 %
            bonds,–
        5,441
            on exercise of stock options.(Board
            of Directors Meeting of January 15, 1986)58.
        Increased
            to 896,833,400 F by issuance of 75,397 shares at 100 F, of which:–
        39,761
            by conversion of 39,368 1972 6 % bonds,–
        25,897
            on exercise of share subscription warrants attached to 1983 11 %
            bonds,–
        9,739
            on exercise of stock options.(Board
            of Directors Meeting of June 13, 1986)59.
        Increased
            to 896,881,400 F by creation of 480 shares at 100 F in remuneration
            of the merger with Carbonisation Entreprise et Céramique (C.E.C.).(Extraordinary
            Shareholders Meeting of June 13, 1986)60.
        Increased
            on July 22, 1986 to 976,881,400 F by the issuance for cash on the
            international market of 800,000 shares at 100 F without preferential
            subscription rights.(Authorization
            given by the Extraordinary Shareholders Meeting of June 13,
            1986 and resolution of the Board of Directors of July 8, 1986)
  
  61.
        Increased
            to 984,729,000 F by issuance of 78,476 shares at 100 F, of which:–
        2,712
              by conversion of 2,685 1972 6 % bonds–
        35,616
            on exercise of share subscription warrants attached to 1983 11 %
            bonds,–
        1,009
            on exercise of stock options,–
        39,139
            issued in payment of the dividend for 1985.(Board
            of Directors Meeting of September 17, 1986)62.
        Increased
            to 1,083,201,900 F by capitalization of 98,472,900 F drawn on issue
            premiums and creation of 984,729 shares at 100 F allocated for free
            to existing shares at the rate of 1 new share for 10 existing shares.(Board
            of Directors Meeting of September 17, 1986)63.
        Increased
            on December 2, 1986 to 1,127,971,900 F by the issue to the benefit
            of National Gypsum Company of 447,700 new shares at 100 F, of which
            298,650 subscribed for cash at the price of 865 F each and paid up
            by offset against the claim from the sale price of Compagnie du Plâtre
            shares, and 149,050 issued to National Gypsum in remuneration of
            its contribution of 800,000 Lafarge Corporation convertible preference
            shares.(Extraordinary
            Shareholders Meeting of November 27, 1986)64.
        Increased
            on December 31, 1986 to 1,223,302,000 F by issuance of 953.301 shares
            at 100 F, of which:–
        54,882
            by conversion of 49,443 1972 6% bonds,–
        886,816
            on exercise of 806.197 shares subscription warrants attached to 1983
            11 % bonds,–
        11,603
            on exercise of stock options.(Board
            of Directors Meeting of January 28, 1987)65.
        Increased
            on September 2, 1987 to 1,235,759,500 F by issuance of 124,575 shares
            at 100 F, of which:–
        20,628
            by conversion of 18,584 1972 6 % bonds,–
        8,601
            on exercise of stock options,–
        95,346
            issued in payment of the dividend for 1986.(Board
            of Directors Meeting of September 30, 1987)66.
        Increased
            on December 21, 1987 to 1,245,791,600 F by issuance of 100,321 shares
            at 100 F entirely subscribed by company employees, to be paid up
            no later than November 30, 1989.(Board
            of Directors Meeting of December 21, 1987)67.
        Increased
            on December 31, 1987 to 1,248,946,100 F by issuance of 31,545 shares
            at 100 F, of which:–
        26,075
            by conversion of 23,491 1972 6 % bonds,–
        5,470
            on exercise of stock options.(Board
            of Directors Meeting of January 15, 1988)68.
        Increased
            on June 13, 1988 to 1,264,780,300 by creation of 158,342 shares at
            100 F in remuneration of the merger with Société Anonyme
            de Financement Mobilier et Immobilier (SAFIMOBI).(Extraordinary
            Shareholders Meeting of June 13, 1988)69.
        Increased
            on September 20, 1988 to 1,293,400,700 F by issuance of 286.204 shares
            at 100 F, of which:–
        29,566
            by conversion of 26,636 1972 6 % bonds,–
        5,330
            on exercise of stock options,–
        251,308
            issued in payment of the dividend for 1987. (Board of Directors Meeting
            of September 28, 1988)70.
        
        Increased
            on December 31, 1988 to 1,294,866,900 F by issuance of 14,662 shares
            at 100 F by exercise of stock options.(Board
            of Directors Meeting of January 25, 1989)
  20
  
  71.
        Increased
            on August 31, 1989 to 1,321,455.000 F by issuance of 265,881 shares
            at 100 F, of which:–
        12,353
            on exercise of stock options,–
        253,528
            issued in payment of the dividend for 1988.(Board
            of Directors Meeting of September 27, 1989)72.
        Increased
            on December 31, 1989 to 1,324,272,000 F by issuance of 28,170 shares
            at 100 F on exercise of stock options.(Board
            of Directors Meeting of January 31, 1990)73.
        Number
            of shares constituting the share capital increased on January 4,
            1990 from 13,242,720 shares at 100 F to 52,970,880 shares at 25 F,
            by reduction of the par value of the shares from 100 F to 25 F.(Extraordinary
            Shareholders Meeting of 20 June 1989, Board of Directors Meetings
            of November 29, 1989 and of January 31, 1990)74.
        Increased
            on 31 August 1990 to 1,337,877,975 F by issuance of 544,239 shares
            at 25 F, of which:–
        519,137
            issued in payment of the dividend for 1989, at 394 F,–
        22,129
            on exercise of stock options,–
        2,973
            by conversion of 113 1988 6 1/8 % bonds.
        (Board of Directors Meeting of September 26, 1990)75.
        Increased
            on December 31, 1990 to 1,338,380,075 F by issuance of 20,084 shares
            at 25 F, of which:–
        19,425
            on exercise of share subscription warrants,–
        659
            by conversion of 25 1988 6 1/8 % bonds.
        (Board of Directors Meeting of January 30, 1991)76.
        Increased
            on August 31, 1991 to 1,357,922,400 F, divided into 54,316,896 shares
            of 25 F each, by issuance of 781.693 shares, of which:–
        758,238
              issued in payment of the dividend for 1990, at 329 F,–
        23,455
            on exercise of stock options.(Board
            of Directors Meeting of September 25, 1991)77.
        Increased
            on December 31, 1991 to 1,358,844,125 F, divided into 54,353,765
            shares of 25 F each, by issuance of 36,869 shares on exercise of
            stock options.(Board
            of Directors Meeting of January 29, 1992)78.
        Increased
            on August 31, 1992 to 1,362,383.000 F, divided into 54,495,320 shares
            of 25 F each, by issuance of 141,555 shares:–
        125,260
            issued in payment of the dividend for 1991, at 335F,–
        16,295
              on exercise of stock options.(Board
            of Directors Meeting of September 23, 1992)79.
        Increased
            on November 30, 1992 to 1,362,457,700 F, divided into 54,498,308
            shares of 25 F each, by issuance of 2,988 shares on exercise of stock
            options.(Board
            of Directors Meeting of December 17, 1992)80.
        Increased
            on December 31, 1992 to 1,362,828,575 F, divided into 54,513,143
            shares of 25 F each, by issuance of 14,835 shares on exercise of
            stock options.(Chairmans
            decision of January 13, 1993, pursuant to powers granted by Board
            of Directors Meeting of December 17, 1992)81.
        Increased
            on July 5, 1993 to 1,481,697,825 F, divided into 59,267,913 shares
            of 25 F each, by issuance of 4,754,770 shares, of which :–
        782,188
              new shares of 25 F each created in remuneration of contributions
              in kind by Asland and Cemland Investment AG consisting in shares
              and warrants of Société Cementia Holding
  
  AG,
            which contribution increased the share capital to 1,382,383,275 F,–
        552,500
            new shares of 25 F each in remuneration of contribution in kind consisting
            in its own warrants by Cementia Holding AG, which contribution increased
            the share capital to 1,396 195,775 F,–
        3,420,082
            new shares of 25 F each in remuneration of contribution in kind by
            Asland shareholders consisting in shares of this company, through
            an Exchange Offer opened on May 26thand closed on June
            28th1993, which increased the share capital to 1,481,697,825
            F,(Chairmans
            decision of July 5, 1993, pursuant to powers granted by the Board
            of Directors, acting on delegation of the Extraordinary Shareholders meeting
            of June 11, 1993)82.
        Increased
            on August 31, 1993 to 1,529,692,875 F, divided into 61,187,715 shares
            of 25 F each, by issuance of 1,919,802 shares:–
        602,412
            by conversion of 22,888 6 1/8 % bonds for 1988,–
        179,612
            on exercise of share subscription warrants,–
        1,137,778
            issued in payment of the dividend for 1992.(Board
            of Directors Meeting of 14 September 1993)83.
        Increased
            on October 5, 1993 to 1,696,317,875 F, divided into 67,852,715 shares
            with warrants of 25 F each, by issuance of 6.665.000 fully-paid shares
            with share subscription warrants.(F.Jaclot,
              Vice-presidents decision of 5 October 1993, pursuant to powers
              granted by the Board of Directors Meeting of September 14,
              1993, acting on delegation of the Extraordinary Shareholders Meeting
              of June 11, 1993)84.
        Increased
            on 29 October 1993 to 1,697,107,225 F, divided into 67,884289 shares
            of 25 F each, by issuance of 31,574 shares: 7,317 shares by conversion
            of 278 6 1/8 % 1988 bonds and 24,257 on exercise of stock options.(B.Collomb,
            Chairmans decision decision of November 8, 1993, pursuant to
            powers granted by the Board of Directors Meeting of September
            14, 1993)85.
        Increased
            on October 29, 1993 to 1,866,817,925 F, divided into 74,672,717 shares
            of 25 F each by issuance of 169,710700 F by capitalization of reserves
            and creation of 6,788428 shares of 25 F allocated for free to existing
            shares at the rate of 1 new share for 10 existing shares.(B.Collomb,
              Chairmans decision of November 8, 1993, pursuant to powers
              granted by the Board of Directors Meeting of September 14,
              1993, acting on delegation of the Extraordinary shareholders meeting
              of June 11, 1993).86.
        Increased
            on December 31, 1993 to 1,869121,025 F, divided into 74,764,841 shares
            of 25 F each, by issuance of 921,24 new shares:–
        432
            on exercise of 786 shares subscription warrants, September 1993,–
        1,882
            on conversion of 65 1988 6 1/8 % bonds,–
        89,810
            on exercise of stock options.(B.Collomb,
            Chairmans decision of January 17, 1993, pursuant to powers
            granted by the Board of Directors Meeting of September 14,
            1993 and December 15, 1993).87.
        Increased
            on 10 June 1994 to 2,019,297,875 F, divided into 80,771,915 shares
            of 25 F each by issuance of 6,007074 new shares of 25 F each:–
        1,102,564
            in remuneration of contribution of 16,751,804,844 CNCP shares by
            Cemland Investment AG,–
        290,569
            in remuneration of assets contributions by Triangle Holding Ltd,–
        900,221
            in remuneration of contribution of 4,060,000 Asland shares by Cementia
            Holding,–
        941
            on exercise of 1,712 share subscription warrants,–
        3,702,010
            by conversion of 127,876 1988 6 1/8 % bonds since January 1st, 1994
  
  21
  
  –
        10,769
            on exercise of stock options, between January 1st, 1994
            and June 3, 1994(Chairmans
            decision of June 10, 1994, pursuant to powers granted by the Board
            of Directors Meeting of 25 May 1994, acting on delegation of
            the Extraordinary Shareholders Meeting of June 10, 1994 and
            pursuant to powers granted by the Board of Directors Meeting
            of September 14, 1993 and December, 15 1993)88.
        Increased
            to 2,042,276,125 F, divided into 81,691,045 shares of 25 F each by
            issuance of 919,130 new shares of 25 F each, of which:–
        902,450
            in payment of the dividend for 1993,–
        16,664
            on exercise of stock options–
        16
            on exercise of 30 shares subscription warrants(Board
            of Directors Meeting and chairmans decision of September
            27, 1994 pursuant to powers granted by the Board of Directors Meeting
            of the same day)89.
        
        Increased
            to 2,043,417,600 F, divided into 81,736,704 shares of 25 F each,
            by issuance of 45,659 new shares of 25 F each, of which:–
        45,614
            on exercise of stock options–
        45
            by exercise of 80 share subscription warrants.(Chairmans
            decision of January 20, 1995 pursuant to powers granted by the Board
            of Directors Meeting of September 27,1994)- V
                -The
            Company name was changed to Lafarge by decision of the
            extraordinary shareholders meeting of May 22, 1995.90.
        Increased
            to 2,084,871,325 F, divided in 83,394,853 shares of 25 F each, by
            issuance of 1,658,149 new shares of 25 F each, of which:–
        2,972
            by exercise of 5.404 share subscription warrants,–
        5,402
            on exercise of stock options–
        1,649,775
            in payment of the dividend for 1994.(Chairmans
            decision of July 5, 1995 pursuant to powers granted by the Board
            of Directors Meeting of September 27, 1994)91.
        Increased
            on July 5, 1995 to 2,293,358,450 F, divided en 91,734,338 shares
            of 25 F each by issuance of 8,339,485 new shares allocated for free
            to the existing shares at the rate of 1 new share for 10 existing
            shares.(Chairmans
            decision of July 5, 1995, pursuant to powers granted by the Board
            of Directors Meeting of May 22, 1995)92.
        Increased
            on December 31, 1995 to 2,306,282,950 F, divided into 92,251,318
            shares of 25 F each, by issuance of:–
        on
              December 22, 482,582 new shares of 25 F each subscribed by Groups
              employees (Lafarge en action),–
        from
            July 5 to December 31, 34,398 new shares of 25 F each—33,906
              on exercise of stock options—492
              by exercise of 812 share subscription warrants.(Chairmans
            decision of January 23, 1996 - pursuant to powers granted by the
            Board of Directors Meeting of May 22, 1995 and September 27,
            1994)93.
        
        Introduction
            of shareholder loyalty bonuses.(Extraordinary
            shareholders meeting of May 21, 1996)94.
        Increased
            on July 8, 1996 to 2,359,114,050 F, divided into 94,364,562 shares
            of 25 F each by issuance of:–
        7,572
            on exercise of stock options,–
        4,504
            on exercise of 7,446 share subscription warrants,–
        2,101,168
            in payment of the dividend for 1995.(Chairmans
            decision of July 9, 1996, pursuant to powers granted by the Board
            of Directors Meetings of the September 27, 1994 and May 21,
            1996)
  
  95.
        Increased
            on December 31, 1996 to 2,360,075,050 F, divided into 94,403,002
            shares of 25 F each, by issuance of 38,440 on exercise of stock options.(Chairmans
            decision of January 10, 1997 - pursuant to powers granted by the
            Board of Directors Meeting of September 27, 1994)96.
        Increased
            on June 30, 1997 to 2,361,175,350 F, divided into 94,447,014 shares
            of 25 F each, by issuance of 44,012 on exercise of 44,012 stock options.(Chairmans
            decision of July 7, 1997 - pursuant to powers granted by the Board
            of Directors Meeting of September 27, 1994)97.
        Increased
            on December 31, 1997 to 2,366,581,250 F, divided into 94,663,250
            shares of 25 F each, by issuance of 216,236 on exercise of the of
            216,236 stock options.(Chairmans
            decision of January 12, 1998 - pursuant to powers granted by the
            Board of Directors Meeting of September 27, 1994)98.
        Increased
            on March 10, 1998 to 2,366,952,550 F, divided into 94,678,102 shares
            of 25 F each, by issuance of 14,852 new shares, on exercise of 14,852
            stock options.(Chairmans
            decision of March 11, 1998  pursuant to powers granted by the
            Board of Directors Meeting of September 27, 1994)99.
        Increased
            on March 18, 1998 to 2,564,198,575 F, divided into 102,567,943 shares
            of 25 F each, by issuance of 7,889,841 new shares, by rights issue,
            applied as of right for new shares at the rate of 1 new share for
            12 existing shares, at 410 F (a shareholder having renounced to exercise
            its 10 subscriptions rights).(Chairmans
              decision of March 27, 1998 - pursuant to powers granted by the
              Board of Directors Meeting of March 11, 1998)100.
        Increased
            on June 30, 1998 from 2,564,198,575 F to 2,567,063,375 F, divided
            into 102,682,535 shares of 25 F each, by issuance of 114,592 new
            shares, on exercise of 114,592 stock options.(Chairmans
            decision of July 20, 1998 - pursuant to powers granted by the Board
            of Directors Meeting of September 27, 1994)101.
        Increased
            on December 31, 1998 from 2,567,063,375 F to 2,569,675,150 F, divided
            into 102,787,006 shares of 25 F each, by issuance of 104,471 new
            shares, on exercise of 104,471 stock options.(Chairmans
            decision of January 20, 1999 - pursuant to powers granted by of the
            Board of Directors Meeting of September 27, 1994)102.
        Increased
            on July, 19, 1999, from 2,569,675,150 F, divided into 102,787,006
            shares of 25 F each to 2,617,756,800 F, divided into 104,710,272
            shares of 25 F each, by issuance of 1 923 266 new shares, 25 F each:–
        from
            January, 1st to June, 30, 1999, 104,455 new shares, on exercise of
            stock options,–
        1,324,857
              following re investment of the 1998 dividend,–
        on
            July 19, 1999, 493,954 new shares subscribed by Group employees (Lafarge
            99).(Chairmans
            decision of July 19, 1999, - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994, and May, 27, 1999
            relating to the stock options and the reinvestment of the dividend
            in shares, and pursuant to powers granted by the Board of Directors Meeting
            of and, March 9, 1999, and May 27, 1999 relating to the subscription
            by Groups employees Lafarge 99)103.
        Increased
            on December 31, 1999, from 2,617,756,800 F, divided into 104,710,272
            shares of 25 F each to 2,624,455,150 F, divided into 104,978,206
            shares of 25 F each, by issuance of 267,934 new shares, 25 F each
            , on exercise, between July 1 and December 30, 1999, of 267,934 stock
            options.(Chairmans
            decision of January 11, 2000, - pursuant to powers granted by the
            Board of Directors Meetings of September 27, 1994, and May
            27, 1999)
  
  22
  
  104.
        Increased
            on February 4, 2000, from 2,624,455,150 F, divided into104,978,206
            shares of 25 F each to 2,624,888,800 F, divided into 104,995,552
            shares of 25 F each, by issuance of 17,346 new shares: from January
            1st, 2000 to February 4, 2000, on exercise of 17,346 stock options.(Chairmans
            decision of February 4, 2000, - pursuant to powers granted by the
            Board of Directors Meetings of September 27, 1994)105.
        Increased
            on June 15, 2000, from 2,624,888,800 F, divided into 104,995,552
            shares of 25 F each to 2,704,388,800 FF, divided in 108,175,552 shares
            of 25 F each, by issuance of 3,180,000 shares reserved for Redland
            Deutschland GmbH.(Chairmans
            decision of June 15, 2000, pursuant to powers granted by the Board
            of Directors meeting of June 15, 2000, such meeting held pursuant
            to powers granted by the Extraordinary General Meeting of Shareholders
            of June 15, 2000)106.
        Increased
            on July 6, 2000, from 2,704,388,800 F, divided into 108,175,552
            shares of 25 F each to 2,735,030,175 F, divided into 109,401,207
            shares of 25 F each, by issuance of 1,225,655 new shares, 25 F each:–
        from
              February 5, to June, 30, 2000, 13,515 new shares, on exercise of
              stock options,–
        from
            20 March to 30 June 2000, 846,369 new shares of on exercise of 3,385
            476 share subscription warrants,–
        365,771
            in payment of the dividend for 1999.(Chairmans
            decision of July 6, 2000, - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)107.
        Increased
            on December 31, 2000, from 2,735,030,175 F, divided into 109,401,207
            shares of 25 F each to 2,811,048,375 F, divided into 112,441,935
            shares of 25 F each, by issuance (from July 1st, 2000
            to December 31, 2000) of 3,040,728 new shares, 25 F each :–
        123,957
            new shares, on exercise of same number of stock options,–
        2,916,771
            new shares on exercise of 11,667,084 share subscription warrants.(Chairmans
            decision of January 3, 2001, - pursuant to powers granted by the
            Board of Directors Meetings of September 27, 1994 and May 27,
            1999)108.
        Increased
            on January 30, 2001, from 2,811,048,375 F, divided into 112,441,935
            shares of 25 F each to 2,822,118,675 F, divided into 112,884,747
            shares of 25 F each, by issuance of 442,812 new shares, 25 F each:–
        413,478
            new shares, on exercise of share subscription warrants before January
            30, 2001,–
        29,334
            new shares of on exercise of stock options before January 15, 2001.(Chairmans
            decision of January 31, 2001, - pursuant to powers granted by the
            Board of Directors Meetings of September 27, 1994 and May 27,
            1999)109.
        Increased
            on February 9, 2001, from 2,822,118,675 F, divided into 112,884,747
            shares of 25 F each to 3,174,883,475 F, divided into 126,995,339
            shares of 25 F each, by issuance (from January 22, 2001 to February
            2, 2001) of 14,110,592 new shares, 25 F each, corresponding to a
            capital increase of 352,764,800 F.(Chairmans
            decision of February 9, 2001, pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)110.
        Increased
            on March 30, 2001, from 3,174,883,475 F, divided into 126,995,339
            shares of 25 F each to 3,219,589,825 F, divided into 128,783,593
            shares of 25 F each, by issuance of 1,788,254 new shares, 25 F each:–
        from
            February 5, to March 27, 2001, 102,921 new shares, on exercise of
            stock options,
  
  –
        from
            February 12, to March 20, 2001, 1,685,333 new shares of on exercise
            of share subscription warrants.(Chairmans
            decision of April 5, 2001, - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)111.
        Increased
            on May 31, 2001, from 3,219,589,825 F divided into 128,783,593
            shares of 25 F each to 3,220,535,550 F, divided into 128,821,422
            shares of 25 F each, by issuance of 37,829 new shares of 25 F each,
            on exercise of stock options from March 28, 2001, to May 31, 2001.(Chairmans
            decision of June 5, 2001 - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)112.
        Increased
            on June 30, 2001, from 3,220,535,550 F divided into 128,821,422
            shares of 25 F each to 515,285,688 euros, divided into 128,821,422
            shares of 4 euros each, by capitalization of 159,516,991 F drawn
            on item  issuance premium, merger, contribution and increase
            in the par value of the 128,821,422 existing shares from 25 F to
            4 euros.(Chairmans
            decision of June 29, 2001  pursuant to powers granted by the
            Board of Directors Meeting of May 28, 2001)113.
        Increased
            on October 1st, 2001 from 515,285,688 euros divided into
            128,821,422 shares of 4 euros each to 520,083,052 euros, divided
            into 130,020,763 shares of 4 euros each by issuance of 1,199,341
            shares of 4 euros each:–
        1,125,007
            new shares of 4 euros each as of January 1st, 2001 in payment in
            shares of the dividend for 2000;–
        74,334
            new shares of 4 euros each as of January 1st on exercise of stock
            options from June 1st, 2001 to September 30, 2001.(Chairmans
            decision of October 8, 2001 - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)114.
        Increased
            on December 31, 2001 from 520,083,052 euros divided into 130,020,763
            shares of 4 euros each to 520,583,200 euros divided into 130,145,800
            shares of 4 euros each by issuance of 125,037 new shares of 4 euros
            each as of January 1st on exercice of stock options from
            October 1st, 2001 to December 31, 2001.(Chairmans
            decision of January 9, 2002 - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)115.
        Increased
            on June 11, 2002 from 520,583,200 euros divided into 130,145,800
            shares of 4 euros each to 523,418,072 euros divided into 130,854,518
            shares of 4 euros each by issuance of 708 718 new shares of 4 euros
            each as of January 1st,
            2002.(Chairmans
            decision of June 11, 2002 - pursuant to powers granted by the Board
            of Directors Meeting of December 13, 2001))116.
        Increased
            on June 12, 2002 from 523,418,072 euros divided into 130,854,518
            shares of 4 euros each to 523,761,932 euros divided into 130,940,483
            shares of 4 euros each by issuance of 85,965 new shares of 4 euros
            each as of January 1st2002
            on exercise of stock options from January 1st to May 31,
            2002.(Chairmans
            decision of June 12, 2002 - pursuant to powers granted by the Board
            of Directors Meetings of September 27, 1994 and May 27, 1999)117.
        Increased
            on July 5, 2002 from 523,761,932 euros divided into 130,940,483
            shares of 4 euros each to 525,369,032 euros divided into 131,342,258
            shares of 4 euros each by issuance of 401,775 new shares of 4 euros
            each as of January 1st2002.(Chairmans
            decision of July 5, 2002 - pursuant to powers granted by the Board
            of Directors Meetings of February 27, 2002 and May 28, 2002)118.
        Increased
            on July 8, 2002 from 525,369,032 euros divided into 131,342,258
            shares of 4 euros each to 530,971,008 euros divided into 132,742,752
            shares of 4 euros each by issuance of 1 400,494
  
  23
  
  new
            shares of 4 euros each as of January 1st2002
            in payment of the shares dividend for 2001.(Chairmans
            decision of July 8, 2002 - pursuant to powers granted by the Board
            of Directors Meeting of May 27, 1999)119.
        Increased
            on October 4, 2002 from 530,971,008 euros divided into 132,742,752
            shares of 4 euros each to 531,122,568 euros divided into 132,780,642
            shares of 4 euros each by issuance of 37,890 new shares of 4 euros
            each as of January 1st 2002 on exercise of stock options
            from June 1st to September 30, 2002.(Chairmans
            decision of October 4, 2002 - pursuant to powers granted by the Board
            of Directors Meeting of May 27, 1999)120.
        Increased
            on November 5, 2002 from 531,122,568 euros divided into 132,780,642
            shares of 4 euros each to 531,141,072 euros divided into 132,785,268
            shares of 4 euros each by issuance of 4,626 new shares of 4 euros
            each as of January 1st 2002 on exercise of stock options
            from October 1st to October 31, 2002.(Chairmans
            decision of November 5, 2002 - pursuant to powers granted by the
            Board of Directors Meeting of May 27, 1999)121.
        Increased
            on December 27, 2002 from 531,141,072 euros divided into 132,785,268
            shares of 4 euros each to 531,349,324 euros divided into 132,837,331
            shares of 4 euros each by issuance of 52,063 new shares of 4 euros
            each as of January 1st 2002 following the close by the
            Commerce Court of Zurich of the squeeze-out proceedings initiated
            by Lafarge on the shares and warrants in bearer form of the Swiss
            corporation Cementia Holding AG.(Chairmans
            decision of December 27, 2002 - pursuant to powers granted by the
            Board of Directors Meetings of February 27, 2002 and May 28,
            2002)122.
        Increased
            on December 31st, 2002 from 531,349,324 euros divided into 132,837,331
            shares of 4 euros each to 531,521,732 euros divided into 132,880,433
            shares of 4 euros each by issuance of 43,102 new shares of 4 euros
            each as of January 1st 2002 on exercise of stock options
            from November 1, 2002 to December 31, 2002.(Chairmans
            decision of December 31, 2002 - pursuant to powers granted by the
            Board of Directors Meeting of May 27, 1999)123.
        Increased
            on May 20, 2003 from 531,521,732 euros divided into 132,880,433 shares
            of 4 euros each to 531,566,420 euros divided into 132,891,605 shares
            of 4 euros each by issuance of 11,172 new shares of 4 euros each
            as of January 1st 2003 on exercise of stock options from
            January 1st,2003 to May 20, 2003.(Chairmans
            decision of May 20, 2003 - pursuant to powers granted by the Board
            of Directors Meeting of May 27, 1999)124.
        Increased
            on July 15, 2003 from 531,566,420 euros divided into 132,891,605
            shares of 4 euros each to 668,462,128 euros divided into 167,115,532
            shares of 4 euros each following the issue of:–
        1,360
            new shares on exercise of stock options from Mai 21, 2003 to June
            18, 2003;–
        2,391,039
            new shares in payment of the shares dividend for 2002 from June 2
            to June 20, 2003 ; and–
        31,831,528
            new shares issued on July 15, 2003 pursuant to the share capital
            increase with shareholders preferential subscription rights authorized
            by the Shareholders General Meeting of May 20, 2003 and decided
            by the Chairman on June 11, 2003 by delegation of the Board of Directors.125.
        Increased
            on December 31, 2003 from 668,462,128 euros divided into 167,115,532
            shares of 4 euros each to 668,871,252 euros divided into 167,217,813
            shares of 4 euros each following the issue of 102,281 new shares
            as of January 1, 2003 on exercise of stock options from June 19,
            2003 to December 31, 2003,(Chairmans
            decision of January 16, 2003, pursuant to powers granted by the Board
            of Directors Meeting of May 27, 1999).
  
  24




|SCHEDULE
            2
|----------------------

APPLICATION
  OF THE PROVISIONS OF ARTICLE 28-1°

CONCERNING
  THE NUMBER OF VOTING RIGHTS

AVAILABLE
  TO EACH SHAREHOLDER AT MEETINGS OF SHAREHOLDERS

|                      |   |                                                                                                                                                                 
|--------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Where:                |   |                                                                                                                                                                 
|T                     | – | is
      the total number of voting rights attached to all the shares constituting
      the share capital;                                                     
|                      |   |                                                                                                                                                                 
|Yn                    | – | is
      the total number of voting rights of all shareholders present or represented
      (n), up to 0.01 T per shareholder, hence not subject to limitation; 
|                      |   |                                                                                                                                                                 
|a,
      b, c, etc... | – | is
      the percentage of voting rights (in relation to T) held by shareholders
      A, B, C, etc. in excess of 1 % for each such shareholder;                
|                      |   |                                                                                                                                                                 
|X                     | – | is
      the total number of voting rights used in a meeting pursuant to limitation
      in the Articles of Association (i.e., the total number of votes cast).
|                      |   |                                                                                                                                                                 
|Then:                 |   | X
      = Yn + aX + bX + cX                                                                                                                                     
|                      |   |                                                                                                                                                                 
|And
      Therefore:  |   | X = Yn /
      (1-a-b-c)                                                                                                                                        
|                      |   |                                                                                                                                                                 

This equation
  makes it possible to calculate the value of X and, for each of the shareholders
  A, B, C, etc, the number of votes attached to voting rights in excess of 1 %
  (corresponding to the percentages a, b, c, etc.); 0.01 T is added to each, i.e.,
  the votes attached to voting rights not subject to limitation.

25

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