# 

# SECURITIES
  AND EXCHANGE COMMISSION 
  Washington, D.C. 20549

# FORM 6-K

# REPORT OF
  FOREIGN PRIVATE ISSUER
  PURSUANT TO RULES 13a-16 OR 15d-16 OF
  THE SECURITIES EXCHANGE ACT OF 1934

April 23,
  2004

VEOLIA
  ENVIRONNEMENT
  (Exact name of registrant as specified in its charter)


36-38, avenue
  Kléber
  75116 Paris, France
  (Address of principal executive offices)

|(Indicate
        by check mark whether the registrant files or will file annual reports
        under cover Form 20-F or Form 40-F.)
|-------------------------------------------------------------------------------------------------------------------------------------

Form 20-F X       Form 40-F

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

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

|(Indicate
      by check mark whether the registrant by furnishing the information contained
      in this Form is also thereby furnishing the information to the Commission
      pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Yes      No X

|(If Yes
      is marked, indicate below the file number assigned to the registrant in
      connection with Rule 12g3-2(b):82-_______________.
|------------------------------------------------------------------------------------------------------------------------------------------------





---

# EXPLANATORY
  NOTE

Veolia
  Environnement (the Company) has published an information memorandum
  (note dinformation)that was approved by the French Autorité
  des marchés financiers on April 14, 2004 under No. 04-278, relating
  to the Companys share repurchase program. This Report on Form 6-K contains
  a free translation of the note dinformation.

Translation
   For Information Purposes Only



# Information
  memorandum on the share repurchase program

# to be authorized
  by the General Shareholders Meeting

# of May 12,
  2004

---

|AMF
        Pursuant to Article L. 621-8 of the French Financial and Monetary Code
        (Code Monétaire et Financier), the Autorité des
        marchés financiers("AMF") approved this information
        memorandum under No. 04-278 on April 14, 2004, in accordance with the
        provisions of COB Regulation No. 98-02, as amended. This document was
        prepared by the issuer and is the responsibility of its signatory. This
        approval does not imply endorsement of the share repurchase program or
        verification of the accounting and financial information presented herein.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In accordance with COB
  Regulation No. 98-02 of September 6, 1998, as amended by Regulation Nos. 2000-06,
  2003-02 and 2003-06, this information memorandum describes the objectives and
  procedures of Veolia Environnements new share repurchase program, which
  is expected to be authorized at the General Shareholders Meeting to be
  held on May 12, 2004, as well as the potential effects of the program on shareholders.

# SUMMARY
  OF THE PROGRAM

| |  | VISA
      AMF: No. 04-278, dated April 14, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ISSUER:Veolia Environnement (the Company), a French société
      anonyme with capital of  2,025,352,575, RCS (Registry of Commerce
      and Companies) registration number 403 210 032, and headquarters at 36/38
      avenue Kléber, 75116 Paris, whose primary activities include environmental
      services and which is listed on the Premier Marché of Euronext
      Paris.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | SHARE
      REPURCHASE PROGRAM:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |   | -     Type
      of securities: shares 
      -     Maximum authorized repurchase (percent
      of total capital): 10% 
      -    Maximum authorized global amount of program:
      €1.0 billion 
      -     Maximum purchase price per share:
      €32.50
      -     Minimum sale price per share: €17.00
      ­     Objectives (in decreasing order of
      priority):-     purchases and sales according to market
      conditions, 
      -     stabilization of share price by intervening
      counter to market trends,
      -     implementation of all stock option plans,
      as described in Articles L.225-177 et seq. of the French Commercial Code
      (Code de Commerce), 
      -     allocation of shares to employees and, as
      the case may be, to officers or directors under conditions provided by law,
      and in particular by Articles L.443-1 et. seq. of the French Labor Code
      (Code de Travail),
      -     delivery of shares (as exchange, payment
      or otherwise) in connection with acquisitions pursuant to stock exchange
      rules, 
      -     delivery of shares upon exercise of securities
      giving rights, of any kind, to acquire shares, 
      -      implementation of a financial and asset
      management policy, including holding, selling, transferring or canceling
      all or part of repurchased shares (the cancellation of such shares being
      subject to the adoption of the Thirteenth Resolution by the General Shareholders
      Meeting to be held on May 12, 2004). 
      -     Term of program: 18 months as from
      the General Shareholders' Meeting of May 12, 2004 (i.e., until November
      12, 2005).

Veolia Environnement is
  a leading player in environmental services: water, waste management, transportation
  and energy services. The Company provides services in France and abroad to public
  authorities and industrial and commercial companies.

Company shares are registered
  for this offering on the Premier Marché of Euronext Paris. The
  Companys ISIN code is FR 0000124141  VIE.

The Company has not completed
  any market-making or liquidity agreements.

# SUMMARY
  OF PREVIOUS PROGRAMS

The General Shareholders
  Meeting held on June 21, 2000, in accordance with both the draft and final
  prospectus for listing on the Premier Marché, as approved by the
  Commission des Opérations de Bourseunder n° 00-1151
  on June 24, 2000 and n° 00-1303 on July 19, 2000, respectively, authorized
  the Management Board to implement a share repurchase program.

Pursuant to this authorization,
  from July 20, 2000 to April 26, 2001, Veolia Environnement purchased 2,391,402
  of its own shares on the market at an average price of  42.28 and sold
  991,872 shares.

The General Shareholders
  Meeting held on April 27, 2001 authorized the Management Board to implement
  a new share repurchase program, in accordance with the information memorandum
  approved by the Commission des Opérations de Bourse on March 14,
  2001 under No. 01-226.

Pursuant to this authorization,
  from April 27, 2001 to April 3, 2002, Veolia Environnement purchased 3,885,581
  of its own shares on the market at an average price of  41.35 and sold
  85,000 shares at an average price of  38.

The General Shareholders
  Meeting held on April 25, 2002 authorized the Management Board to implement
  a new share repurchase program, in accordance with the information memorandum
  approved by the Commission des Opérations de Bourse on April 5,
  2002 under No. 02-331.

Pursuant to this authorization,
  from April 26, 2002 to March 1, 2003, Veolia Environnement repurchased 3,897,846
  shares on the market, representing 0.96% of the Companys share capital
  as of December 31, 2002. This repurchase included 3,624,844 shares purchased
  from Vivendi Universal on December 24, 2002 pursuant to an agreement dated November
  24, 2002, in the context of a sale by Vivendi Universal of its interest in Veolia
  Environnement. As a result of this transaction, Veolia Environnement has an
  option to purchase an equal number of shares, i.e. 3,624,844 shares,
  from Vivendi Universal that can be exercised at any time between December 24,
  2002 and December 23, 2004 inclusive for a purchase price of  26.50
  per share, subject to customary adjustments for transactions affecting Veolia
  Environnements share capital.

The General Shareholders
  Meeting held on April 30, 2003authorized the Management Board and, after
  April 30, 2003, the Board of Directors to implement a new share repurchase program,
  in accordance with the information memorandum approved by the Commission
  des Opérations de Bourse on April 9, 2003 under No. 03-246.

Summary of transactions
  effected by the Company in its shares between May 1, 20031 and March
  1, 2004 (program approved by the COB under No. 03-246 on April 9, 2003)

---

|Percentage
      of capital held by the Company as at March 1, 2004:                | 2.26%                   
|----------------------------------------------------------------------------------- | ------------------------
|Number
      of shares cancelled over the past 24 months:                           | 0                       
|Number
      of shares held in the portfolio as at March 1, 2004:                   | 9,160,767               
|Accounting
      value (excluding provisions) of the portfolio as at March 1, 2004: | € 298,931,283.65        
|Market
      value of the portfolio as at March 1, 20042:                           | €
        220,133,231.01

---



---





---

As part of the program
  approved by the General Shareholders Meeting held on April 30, 2003 (COB
  No. 03-246) and until March 1, 2004, transactions involving shares of the Company
  were as follows:

|                                      | Cumulative
        gross flows | Uncovered
        positions as at March 1, 2004
|------------------------------------- | ------------------------------ | -----------------------------------------------
|                                      | Purchases                      | Sales/Transfers                                
|Number of shares                      | 403,863                        | 390,008                                        
|Average maximum                       |                                |                                                
|Average transaction
        price (€) | 21                             | 21                                             
|Average
        exercise price (€)    | -                              | -                                              
|Amounts (€)                           | 8,305,508                      | 8,038,290                                      

* Purchase options from
  which the Company benefits following the share reclassification conducted by
  Vivendi Universal on November 24, 2002, which took effect on December 24, 2002
  (cf. above). These options are exercisable at any time between December 24,
  2002 and December 23, 2004 inclusive.

** These purchase
  options are exercisable on May 5, 2004 (cf. above).

*** Subject to customary
  adjustments for transactions affecting the share capital of Veolia Environnement.



The above share purchases
  and sales were conducted to realize three principal program objectives, namely:

|- | buying and
      selling as warranted by market conditions;                                                                                                                                                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | stabilizing
      the share price by systematically intervening counter to market trends;                                                                                                                                                                                                                                                                                        
|- | as part
      of an employee benefit plan, the Company sold 595,000 call options exercisable
      on May 5, 2004 to Natexis Banques Populaires, the plan manager. Each option
      carries the right to purchase one Veolia Environnement share at a price
      of  22.50. In consideration, the Company has reserved an equal amount
      of shares to cover these options.

As at March 1, 2004, Veolia
  Environnement held a total of 9,160,767 shares, representing 2.26% of the Companys
  share capital. At that date, no shares were held, directly or indirectly, by
  subsidiaries of Veolia Environnement. Of this total:

| | 770,000
      shares are reserved for the stock option plan implemented by the Management
      Board at its meeting of June 23, 2000. No option was exercised during the
      previous share repurchase program. These purchase options are exercisable
      from June 24, 2003;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4,747,518
      shares resulting from stabilization transactions conducted before December
      2002 were reclassified as other capitalized shares on December
      11, 2002 by Veolia Environnements Management Board;                                                       
| | 3,624,844
      shares acquired from Vivendi Universal as part of the share reclassification
      conducted on November 24, 2002 and which took effect on December 24, 2002
      were allocated to transactions aimed at group employees;                                        
| | 18,405 shares
      resulted from stabilization transactions.                                                                                                                                                                                                                      

In order to continue to
  effect transactions in its own shares, Veolia Environnement has decided to renew
  the share repurchase program approved by the General Shareholders Meeting
  held on April 30, 2003.

Currently, Veolia Environnement
  contemplates several possible uses for repurchased shares. In order of decreasing
  priority, these include:

| |  | buying
      and selling as warranted by market conditions,                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | stabilizing
      the market price of its shares by systematically intervening counter to
      market trends,                                                                                                                                                                                                                     
| |  | allocating
      stock options to officers, directors and employees of the Company and/or
      the group, pursuant to Articles L.225-177 et seq. of the French Commercial
      Code,                                                                                                                                             
| |  | allocating
      shares to Company employees and, as the case may be, officers and directors,
      under conditions provided by law, and in particular in Articles L.443-1
      et. seq. of the French Labor Code relating to employee savings plans                                                                             
| |  | using the
      shares as payment, exchange or otherwise, particularly in connection with
      acquisitions, under applicable stock exchange rules, in order to minimize
      acquisition costs or generally improve transaction conditions by limiting
      their dilutive effect,                                             
| |  | delivering
      shares to third parties upon exercise of options, warrants, exchangeable
      bonds or other instruments granting rights to our shares,                                                                                                                                                                          
| |  | implementing
      a financial and asset management policy, including holding, selling, transferring
      or canceling all or part of repurchased shares (the cancellation of such
      shares being subject to the adoption of the Thirteenth Resolution by the
      General Shareholders Meeting to be held on May 12, 2004).

We note that, because Veolia
  Environnements strategy is to pursue development and growth, the Company
  does not currently foresee the cancellation of shares that it might hold.

# II  Legal
  framework

The implementation of this
  program, pursuant to provisions in Articles L.225-209 et seq. of the
  French Commercial Code, is subject to approval of the following two resolutions
  at the General Shareholders Meeting to be held on May 12, 2004:

Ordinary
  General Meeting

# Sixth
  Resolution: Authorization for the Board of Directors to trade in the Companys
  shares

The General Meeting, acting
  in accordance with the quorum and majority criteria required for ordinary general
  meetings, and having taken formal note of the report of the Board of Directors
  and the information memorandum approved by the Autorité des marchés
  financiers, authorizes the Board of Directors, in accordance with the provisions
  of Article L.225-209 et seq. of the French Commercial Code, to purchase
  or sell the Companys shares to realize the following objectives, in decreasing
  order of priority:

| |  | purchases
      and sales depending on market conditions;                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to support
      the market price of the Company's shares by systematic trading in the opposite
      direction to the market;                                                                                                                                                                                                                                                                  
| |  | to implement
      any stock option plan of the Company in the context of the provisions of
      Article L. 225-177 et seq. of the French Commercial Code;                                                                                                                                                                                                                                     
| |  | to allocate
      shares to employees and possibly to officers and directors to enable them
      to participate in the benefits of the Company's expansion and the implementation
      of any savings plan of the Company, under conditions provided for by law,
      in particular under Article L.443-1 et seq. of the French Labor Code;                                                  
| |  | to offer
      shares (as payment or in exchange, or otherwise), particularly in connection
      with acquisitions according to stock exchange regulations;                                                                                                                                                                                                                                    
| |  | to issue
      shares upon exercise of the rights attached to securities entitled, as a
      result of redemption, conversion, exchange, presentation of a warrant or
      by any other means, to existing shares of the Company;                                                                                                                                                             
| |  | to implement
      a program to manage the Companys assets and finances, including keeping
      said shares, selling them and generally transferring them as well as the
      possibility to cancel all or part of the securities so redeemed, subject
      to adoption by the Extraordinary General Meeting of the thirteenth resolution
      below and under the terms indicated therein.

Purchases of the Companys
  shares may relate to a number of shares as follows:

| |  | the number
      of shares that the Company purchases during the share repurchase program
      does not exceed 10% of the shares included in the Companys capital,
      i.e., for your information, as at December 31, 2003, 40,507,051 shares;
      and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the number
      of shares that the Company shall hold at any time whatsoever does not exceed
      10% of the shares forming the Companys share capital.                                                                                                  

Shares may be sold, bought
  or transferred at any time (including during tender offer periods) and by any
  method, on the market or over-the-counter, including by block trades of securities
  (without limit to the proportion of the share repurchase program that may be
  carried out by this method), or through the use of options or other financial
  derivatives traded on a regulated market or over-the-counter or by issuing securities
  entitled by conversion, exchange, redemption, exercise of a warrant or otherwise
  to shares of the Company held by the Company.

The maximum purchase
  price of the shares under this resolution shall be EUR 32.5 per share (or
  the equivalent of such amount on the same date in any other currency), which
  maximum price shall apply only to acquisitions decided on from the date of this
  meeting and not to future transactions entered into pursuant to an authorization
  granted by a prior General Meeting that provide for acquisitions of shares after
  the date of this meeting.

The total amount allocated
  to the share repurchase program authorized above may not exceed EUR 1 billion.

This authorization replaces
  any prior authorization granted to the Board of Directors to trade in the Companys
  shares, effective from this day and for the value of any unused portion of any
  prior authorization. It is granted for a period of eighteen months from this
  day.

The General Meeting grants
  the Board of Directors, in case of modification of the par value of the share,
  an increase in capital through incorporation of reserves, the granting of free
  shares, division or grouping of securities, distribution of reserves or any
  other assets, amortization of capital or any other equity transaction, the authority
  to adjust the aforementioned purchase or sale price in order to take into account
  the objective effect of such transactions on the shares value.

The General Meeting grants
  all powers to the Board of Directors, including the ability to sub-delegate
  its powers under conditions of law, to decide upon and implement this authorization,
  to specify the terms thereof, if necessary, and to decide upon the conditions
  thereof with the right to sub-delegate under conditions of law the completion
  of the share repurchase program and, in particular, to make any stock exchange
  order, to enter into any agreement, with a view to maintaining share purchase
  and sale registers, to make all declarations to the Autorité des marchés
  financiers and any other authority that may take its place, to perform all
  formalities and, generally, to take all necessary actions.

Extraordinary
  General Meeting

Thirteenth
  Resolution: Authorization for the Board of Directors to decrease the share capital
  by cancellation of shares held by the Company
  The General Meeting, acting in accordance with the quorum and majority criteria
  required for extraordinary general meetings, and having taken note of the report
  of the Board of Directors and the Auditors Special Report, authorizes
  the Board of Directors to decrease the share capital, on one or more occasions,
  in any proportion and at any time that it may decide, by cancellation of any
  quantity of shares held by the Company that it may decide within the limits
  established by the law, pursuant to the provisions of Articles L.225-209 et
  seq.of the French Commercial Code.

The maximum number of shares
  that may be cancelled by the Company pursuant to this authorization, during
  a period of twenty-four months, is ten percent (10%) of the shares forming the
  Companys share capital; it being recalled that this limitation shall apply
  to the Companys share capital as adjusted, if necessary, to reflect transactions
  affecting the share capital subsequent to this General Meeting.

This authorization replaces
  any prior authorization granted to the Board of Directors to decrease the Companys
  share capital through cancellation of treasury shares, effective from this day
  and up to the amount of any unused portion of any prior authorization. It is
  granted for a period of twenty-six months from this day.

The General Meeting grants
  all powers to the Board of Directors, with an option to sub-delegate, to carry
  out the operation(s) of cancellation and decrease of capital that may be carried
  out pursuant to this authorization, and consequently to modify the articles
  of association and to perform all formalities.

# III 
  Procedures

1.     
  Maximum amount of capital that can be acquired and maximum amount payable
  by Veolia Environnement

> These purchases will
>     be made in compliance with legal and regulatory provisions, including the
>     rules relating to trading by issuers in their own shares set forth in Regulation
>     Nos. 90-04, 2000-6 and 2003-06 of the Commission des Opérations
>     de Bourse.
>   Veolia Environnement
>     may hold a maximum of 10% of its share capital, which amounts to 40,507,051
>     shares as of the date hereof. Based on the total number of shares held by
>     Veolia Environnement as of March 1, 2004 (i.e., 9,160,767 shares, plus
>     the 3,624,844 shares underlying the purchase options acquired from Vivendi
>     Universal in December 2002, for a total of 12,785,611 shares), the maximum
>     number of shares that may be repurchased pursuant to this program (assuming
>     all purchase options have been exercised) is 27,721,440 shares, or 6.84% of
>     share capital, excluding the cancellation of treasury shares. The maximum
>     purchase price is  32.50 per share and the minimum sale price is  17.00
>     per share. As a result, Veolia Environnement may be liable for a total maximum
>     purchase price of  900,946,800 assuming a repurchase of 27,721,440 shares
>     at the maximum purchase price.
>   The Company undertakes
>     to remain within the limit of direct or indirect holdings of 10% of share
>     capital at all times.
>   The maximum authorized
>     global amount of the share repurchase program may not exceed  1.0 billion.

> For information, the
>     amount of available reserves (including share capital premium and required
>     reserves) accounted for as liabilities in the most recent annual financial
>     statements was  3,300,126,815 as of December 31, 2003. In compliance
>     with applicable law, the program amount may not exceed the amount of such
>     available reserves until the approval of the financial statements for close
>     of the current fiscal year.

2.     
  Repurchase procedures and maximum portion of share capital that can
  be acquired through block trades

> Shares may be bought
>     or sold at any time (including during tender offer periods) within the limits
>     permitted by stock exchange authorities, and by any means, in particular through
>     block trades, stock options, combinations of derivative financial instruments
>     or securities that provide rights to acquire shares, within the holding limit
>     of 10% of share capital, or 40,507,051 shares as of this date. Veolia Environnement
>     will aim not to increase share price volatility in the case where futures
>     instruments are used.
>   Veolia Environnement
>     reserves the right to complete the program by acquiring blocks of shares,
>     except as regards the first two objectives described in Section I (Objectives
>     of the share repurchase program and use of repurchased shares), i.e.
>     purchases and sales according to market conditions and stabilization transactions.
>   Any use of the
>     repurchase program to finance acquisitions shall comply with COB Regulation
>     No. 90-04, as amended.

# 3.       
  Information regarding derivatives

> As part of its repurchase
>     program, Veolia Environnement intends to use derivatives and options to optimize
>     the value of its portfolio. The Company may therefore buy and sell calls or
>     puts, enter into performance swaps or use any other derivative which it considers
>     necessary and adequate.
>   These transactions are
>     initiated by the group finance department, more precisely by the markets department.
>     They are recorded in the valuation and ad-hoc control system. These valuations
>     and controls are under the responsibility of the back-middle office department,
>     in accordance with the task separation rules in force on the financial markets.
>     Finally, the transactions are submitted for the authorization of group management.
>     Such authorization specifies a limit on the amount of the transaction, and
>     depends on the capacity for computerized management of the planned transaction,
>     and on the existence of ad-hoc reporting allowing evaluation of the risk taken
>     and income generated.

4.       
  Duration and calendar for the repurchase program

> In accordance with Article
>     L.225-209 of the French Commercial Code and the Sixth Resolution that will
>     be submitted to the General Shareholders Meeting to be held on May 12,
>     2004, this repurchase program is effective for an 18-month period starting
>     from the date of said Meeting (i.e., until November 12, 2005).
>   In accordance with Article
>     L.225-209 of the French Commercial Code and the Thirteenth Resolution that
>     will be submitted to the General Shareholders Meeting to be held on
>     May 12, 2004, repurchased shares can only be cancelled up to a limit of 10%
>     of share capital over a period of 24 months.

5.      
  Repurchase program financing

> These acquisitions will
>     be financed in part by Veolia Environnements net cash, which on December
>     31, 2003 totaled  1,535,039,434, and, if market conditions allow, by
>     any means of financing available to the Company, including issues of debt
>     instruments or bonds and/or the use of bank credit lines. For information,
>     shareholders equity amounted to  9,408,020,940 and financial debt
>     was  11,111,225,288 as of December 31, 2003.

IV -   Factors
  used to evaluate the effect of the program on the financial position of Veolia
  Environnement

The
  effect of the share repurchase program on Veolia Environnements financial
  statements was calculated, on an indicative basis, using the consolidated financial
  statements for the year ended December 31, 2003 and taking the following assumptions
  into consideration:

---

|Average
      purchase price per share | €
23.705 (1)                     
|-------------------------------------- | ---------------------------------
|Treasury
      rate                    | 4.31%
      (per year before tax)
|Tax rate                               | 35.43%                           
|Percent
      of capital repurchased   | 1%                               

---

|(1) | average opening share
      price during the twenty trading days preceding March 18, 2004
|--- | -----------------------------------------------------------------------------------------

---

The following table summarizes
  the effect of the program on the financial position of Veolia Environnement:

|                                                                                | December
        31, 2003 | Repurchase
        of 1% of capital | Pro
        formaafter repurchase | Percentage
        effect of repurchase
|------------------------------------------------------------------------------- | ------------------------- | ----------------------------------- | --------------------------------- | ---------------------------------------
|Group share of shareholders’
        equity
        (millions of euros)         | 3,574.80                  | (98.69)                             | 3,476.11                          | -
        2.76 %                       
|Consolidated shareholders’
        equity
        (millions of euros)           | 6,254.60                  | (98.69)                             | 6,155.91                          | -
        1.58 %                       
|Net debt
        (millions of euros)                                            | 11,804.30                 | 98.69                               | 11,902.99                         | +
        0.84 %                       
|Group net earnings
        (millions of euros)                                  | (2,054.70)                | (2.67)                              | (2,057.37)                        | -
        0.13 %                       
|Weighted average
        number of shares outstanding(1)                        | 400,322,945               | (4,050,705)                         | 396,272,240                       | -
        1.01 %                       
|Earnings per share
        (euros)                                              | (5.13)                    | (0.06)                              | (5.19)                            | -
        1.17 %                       
|Weighted average
        number of shares outstanding, adjusted for dilution(2) | 400,322,945               | (4,050,705)                         | 396,272,240                       | -
        1.01 %                       
|Earnings per share
        (diluted)
        (euros)                            | (5.13)                    | (0.06)                              | (5.19)                            | -
        1.17 %                       

(1)Calculated in accordance with opinion no. 27 (§ 6) of theOrdre des Experts Comptables(Professional Accountants Association),
  i.e. after the deduction of 4,747,518 repurchased shares charged as a reduction
  in consolidated capital.

(2)In accordance with opinion no. 27 (§ 3) of theOrdre des
  Experts Comptable: when the income per share is negative, the shares may
  not be considered diluted.

# V  Taxation

Investors
  should note that the information contained in this information memorandum is
  only a summary of the applicable tax law pursuant to legislation effective as
  of the date hereof, specifically as set forth in the French Tax Code (Code
  Général desImpôts or CGI). Investors should consult
  with their own counsel in respect of their particular tax circumstances.

Non-residents
  for tax purposes should comply with tax law applicable in their jurisdictions
  subject to the application of any tax treaties signed between France and their
  country of residence.

For Veolia
  Environnement

The repurchase of its shares
  by Veolia Environnement has no effect on its taxable income.

The revaluation of shares
  between the date of repurchase and that of their cancellation does not generate
  a gain for tax purposes. However, if Veolia Environnement does not cancel repurchased
  shares and resells or transfers such shares at prices that differ from their
  repurchase price, taxable income will be affected by the amount of realized
  gains or losses.

For Selling
  Shareholders

When share repurchases
  are made by a corporation pursuant to a repurchase plan (Articles L.225-209
  to L.225-212 of the French Commercial Code), Article 112-6 of the CGI provides
  that the monetary sums or other value received by selling shareholders are subject
  to taxes on capital gains.

Gains realized by entities
  that are subject to corporate taxation are subject to professional capital gains
  taxes (Article 39 of the CGI) at rates of 19% or 33.3%, depending on the rate
  at which the seller is taxed (long- or short-term capital gains), in addition
  to corporate tax payments.

Gains realized by an individual
  in connection with management of his or her private assets are in principle
  subject to the regime described by Articles 150-OA to 150-OE of the CGI. According
  to this regime, capital gains are taxable at a rate of 16% (26% with corporate
  withholdings) if the annual overall amount of sales made exceeds  15,000.

Gains realized by individuals
  not physically residing in France or domiciled outside France (without an establishment
  or fixed base in France that records the shares on its balance sheet) and who
  have not beneficially held more than a 25% interest in the Company at any time
  during the last five years immediately preceding the sale, directly or indirectly,
  individually or in the aggregate with family members, are not subject to taxation
  in France (Articles 164B.f and 244 bis B and C of the CGI).

# VI  Veolia
  Environnements share capitalCurrent Share Capital

Veolia Environnements
  share capital amounted to 405,070,515 shares, par value  5 per share,
  as of March 1, 2004.

Current breakdown
  of share capital and voting rightsTo the best of Veolia
  Environnements knowledge, its share capital was held as follows as of
  December 31, 2003:



|Shareholder
      (as
        of December 31, 2003) | Number
        of shares | Percentage
        of capital | Number
        of votes | Percentage
        of voting rights
|--------------------------------------------------- | ------------------------ | ----------------------------- | ----------------------- | -----------------------------------
|Vivendi Universal                                   | 82,486,072               | 20.36%                        | 82,486,072              | 20.83%                             
|Veolia Environnement
        *                      | 9,195,942
        **     | 2.27%                         | -                       | -                                  
|Caisse des Dépôts
        et Consignations          | 30,086,498               | 7.43%                         | 30,086,498              | 7.60%                              
|Groupama / GAN                                      | 22,808,702               | 5.63%                         | 22,808,702              | 5.76%                              
|EDF                                                 | 16,255,492               | 4.01%                         | 16,255,492              | 4.11%                              
|Groupe Société
        Générale                     | 15,928,146               | 3.93%                         | 15,928,146              | 4.02%                              
|Groupe BNP Paribas                                  | 11,781,697               | 2.91%                         | 11,781,697              | 2.98%                              
|Public and other
        investors                  | 216,527,966              | 53.45%                        | 216,527,966             | 54.70%                             
|Total                                               | 405,070,515              | 100%                          | 395,874,573             | 100%                               

* In addition, Veolia
  Environnement holds options allowing it to acquire 3,624,844 of its own shares
  for a price of  26.50 per share, subject to customary adjustments for
  transactions affecting its share capital; these options may be exercised at
  any time between December 24, 2002 and December 23, 2004 inclusive.

** The number of treasury
  shares as at March 1, 2004 was 9,160,767 (or 2.26% of share capital), which
  is slightly lower than the number on December 31, 2003, taking account of sales
  and transfers conducted in January and February 2004.

To the best of Veolia Environnements
  knowledge, there is no shareholders agreement relating to its shares other
  than that concluded as part of Vivendi Universals sale of its interest
  in the Company, published under CMF No. 203C0104 on January 27, 2003.

To the best of Veolia Environnements
  knowledge, each of the following shareholders directly or indirectly holds 5%
  or more of the share capital and voting rights:

> -     Vivendi
>     Universal, 
>     -     Caisse des Depots et Consignations,
>     -     GROUPAMA / GAN.

# Potential Dilution

On December 17, 2001, the
  Company issued 346,174,955 warrants for free to its shareholders at a rate of
  one warrant per share held. These warrants may be exercised at any time until
  March 8, 2006. Following the adjustment effected on August 2, 2002 to take account
  of the Companys share capital increase on that date, which maintained
  preferential subscription rights, seven warrants now allow the holder to subscribe
  for 1.009 Company shares (par value  5 per share) for a price of 
  55. As of December 31, 2003, 99,526 of these warrants had been exercised, resulting
  in 14,218 new Veolia Environnement shares and a corresponding share capital
  increase of  71,090.

Furthermore, a total of
  13,112,105 shares may be issued by the exercise of warrants existing as at December
  31, 2003 (after legal adjustments to take into account transactions affecting
  share capital). Of this total, after legal adjustments, 3,526,446 options are
  exercisable from February 9, 2004 (exercise price:  41.25), 4,419,059
  options are exercisable from January 29, 2006 (exercise price:  37.25),
  and 5,166,600 options are exercisable from March 24, 2007 (exercise price: 
  22.50). No options had been exercised as at March 1, 2004.

As at March 1, 2004, if
  all of the warrants in circulation as well as the 3,526,446 options mentioned
  above had been exercised, 53,410,747 new shares would have been issued, representing
  a dilution of 13.18% in case of exercise.

# VII 
  Intentions of the Companys controlling persons

To the knowledge of the
  Company, no shareholder has indicated to Veolia Environnement its intention
  to intervene in the context of the share repurchase program. VIII  Recent
  developments

On February 11, 2004, Veolia
  Environnement published its consolidated revenue for fiscal year 2003 in the
  Bulletin des Annonces Légales Obligatoires (BALO), which amounted
  to  28.6 billion (excluding assets sold in 2002 and 2003).

The Companys annual
  financial statements were included in a press release published on March 8,
  2004. Consolidated net income amounted to a loss of  2,055 million for
  fiscal year 2003.

# IX  Person
  who takes responsibility for the information memorandum

To our knowledge, this
  information memorandum does not contain any untrue statements of fact or any
  omissions that would make any such statements misleading, and includes all information
  necessary for investors to evaluate Veolia Environnements share repurchase
  program.

| | CEO
        Henri Proglio
| | -------------------------



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|Internet
        Sites:
       
      www.veoliaenvironnement.com
        (general information on the Veolia Environnement group)
      
      www.veoliaenvironnement-finance.com(English-language site, financial information on the Veolia Environnement
        group)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

Pursuant
  to the requirements of the Securities Exchange Act of 1934, the registrant has
  duly caused this report to be signed on its behalf by the undersigned, thereunto
  duly authorized.

Dated: April
  23, 2004





| | VEOLIA
      ENVIRONNEMENT                                                                                  
| | ------------------------------------------------------------------------------------------------------------
| | By: /s/ Jérôme
      Contamine
            Name: Jérôme Contamine
            Title: Chief Financial Officer
| |