EXHIBIT 4.3


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SHARE SUBSCRIPTION OPTION PLAN
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Adopted during Management Board meeting of January 28, 2002
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                             STOCK OPTION PLAN RULES

                                  JANUARY 2002


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          Vivendi Environnement Stock Options Plan Rules - January 2002

                                  Introduction

     Plan for purchase of (or subscription for) shares - definition

     A plan for purchase of (or subscription for) shares shall be a scheme
     whereby a company grants to employees and/or officers of a parent company
     and/or companies affiliated thereto, the option to purchase (or to
     subscribe for) existing or new shares, for a certain period, at a price
     that is determined at the time of grant and that remains fixed for the
     whole of that period (except for adjustments described below).

     The persons concerned thus participate in Vivendi Environnement's
     achievements through the increase in the value of the security on the stock
     market even before becoming shareholders.

     Furthermore, the financial benefit derived from the exercise of the option
     right and from the subsequent disposal of the shares is dealt with under
     tax rules that are specific to such options and that are also dependant
     upon the beneficiary's tax residence status.

I.   Features of options and terms of grant

     Number of shares subject to options
     -----------------------------------

     Pursuant to the authority of the General Meeting of the shareholders held
     on 21 June 2000, the Executive Board of Vivendi Environnement shall fix,
     for each beneficiary, the number of options granted. This number shall be
     notified to the beneficiaries by letter. As the options are irrevocable,
     the number and the price shall not be altered during the term of the
     options, except in the case of adjustments referred to below (cf. page 3).
     A grant of further options may arise only from a further resolution of the
     Executive Board.

     Features of options
     -------------------

     Except on death, options shall be unassignable and shall not be subject to
     attachement.

     The exercise of options shall be voluntary as far as the beneficiary is
     concerned.

     For US beneficiaries, options granted shall give entitlement to American
     depository Shares (ADSs). Such options shall be treated as "NSOs"
     (non-statutory stock options) unless the letter of grant specifies that the
     options shall be "ISOs" (incentive stock options).

     Term of options and time-limit for exercise
     -------------------------------------------

     Options shall be granted irrevocably for a term of 8 years.

     The Executive Board, or its Chairman by delegation, shall fix the terms for
     the acquisition and exercise of options. Any option unexercised at the end
     of the 8-years term shall lapse.

     Purchase price
     --------------

     The price fixed for the purchase of shares by beneficiaries shall be
     determined at the date on which the options are granted by the Executive
     Board within the limits fixed by the law and the authority given by the
     General Meeting.

     For beneficiaries receiving options giving entitlements to ordinary shares
     listed on the Paris Stock Exchange, the exercise price shall be fixed in
     Euros. The exercise price has been fixed at 37.53 Euros, corresponding to
     the mean of the 20 stock market prices preceding the Executive Board
     Meeting on 28 January 2002.

     For beneficiaries receiving options giving entitlement to ADSs listed on
     the New York Stock Exchange, the exercise price shall be fixed in dollars.
     The exercise price has been fixed at 33.26 dollars, corresponding to the
     means of the 20 stock market prices preceding the Executive Board Meeting
     on 28 January 2002.

     Adjustments to the purchase price
     ---------------------------------

     By law, this price shall be unalterable during the term of the option.

     However, if Vivendi Environnement carries out during this period certain
     financial transactions that impact the capital, the Executive Board shall
     effect an adjustment to the price and to the number of shares subject to
     options that remain unexercised, so that the total value of the number of
     options granted to each beneficiary remains constant. The method for
     calculating the said adjustment shall be established by law. The Executive
     Board shall apply this as required.

     The transactions affected by such adjustments shall be principally:

          o    cash capital increases reserved for shareholders.

          o    capital increases by capitalisation of reserves, profits or
               shares premium account and issue of bonus shares.

          o    issues of convertible bonds or exchangeable bonds reserved for
               shareholders.

          Other cases of adjustment of the exercise price are provided for in
          the legislation, for more unusual financial transactions (distribution
          of reserves, capital reduction because of losses...).

     You are reminded that neither the plan rules nor the letter of grant shall
     confer upon the beneficiary any right under his or her employment contract.

II.  Terms for acquisition of options

     Options shall be acquired annually in 1/3 tranches over three years (except
     for the special conditions, or except for the exemption referred to below).
     They may be exercised from the 4th year onwards.

     On leaving for any reason whatever (except on death), beneficiaries may,
     until the expiry of the term of validity of the plan, exercise only those
     options acquired before such leaving (including those that have been
     acquired under an exemption) pursuant to the terms of exercise referred to
     below.

     For French beneficiaries, such acquisition by 1/3 tranches shall not apply
     on death, disability (2nd and 3rd categories of Article L.341.4 of the
     French Social Security Code) or retirement. In such cases, the beneficiary
     (or his or her successors in title) shall acquire 100% of the options
     granted.
     On the beneficiary's death, the law provides that his or her heirs may
     exercise his or her options within a period of six months from the date of
     death, but this time-limit shall not have the effect of extending the
     original term of validity of the options if this expires sooner.

     For beneficiaries resident in the United Sates of America who have received
     options giving entitlement to ADSs, the heirs may exercise only the options
     that have been acquired (including those that have been acquired under an
     exemption) until the term of validity of the plan expires.

     However, in the event of a public offering, the options granted shall be
     immediately vested and exercisable and the underlying shares assignable
     without any condition. Furthermore, the Chairman who refers such once a
     year to the officers Committee may, in exceptional circumstances, grant
     exemption from the terms of acquisition referred to above.

III. Terms for exercise of options

     In order to exercise his or her options, the beneficiary shall make the
     declaration in writing to Vivendi Environnement, for the attention of the
     Human Resources Department, accompanying such declaration with an option
     exercise form (which shall also serve as a purchase form), and with payment
     of the price.

     A form shall be handed for this purpose to each beneficiary, which shall be
     completed, dated and signed, whenever options are exercised, and returned
     to Vivendi Environnement. This document is attached as appendix 1 for all
     beneficiaries, except for beneficiaries resident in the United States of
     America.

     The latter shall complete, date, sign and return to Vivendi Environnement
     the form referred to in Appendix 2 (cashless exercise) or in appendix 3
     (exercise and purchase of shares).

     Payment of the price
     --------------------

     Full payment of the price shall generally be made by cheque, bank transfer
     or by any procedure established by the managing bank or financial
     institution and approved by Vivendi Environnement.

     Delivery of securities
     ----------------------

     On each exercise of options, the beneficiary shall state on the option
     exercise from the management method that he or she wishes to adopt for the
     shares acquired. It should be noted that the transfer of the shares and
     registration of such may take some time (up to eight days in the case
     registration as administered registered securities). Registration as "pure"
     registered securities shall be effected by the Registrar(1) appointed by
     Vivendi Environnement. Registration on an "administrated" registered
     securities account shall enable another manager to be chosen. It should be
     remembered however that management by a manager of "pure" registered
     securities accounts is without charge (no custody fee).

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(1) BNP-PARIBAS-GIS Emetteurs - Les Collines de l'Arche-75450 Paris cedex 09


IV.  Details of purchased shares

     The shares shall mandatorily be in registered form.

     They shall be entitled of the dividend paid in the year in which they have
     been purchased provided however that the exercise shall take place at least
     five working days before the holding of the General Meeting of the
     shareholders that resolves to distribute such dividend.

     The shares arising from exercises shall be able to be traded immediately,
     except for beneficiaries who are French residents. The latter may dispose
     of shares arising from options only on the expiry of the tax "lock-in"
     period applicable to the plan, except where there are exemption(1) (in
     particular those referred to in Article 91 ter Schedule II to the French
     General Tax Code).


V.   Sensitive periods [insider trading]

     Beneficiaries shall comply with the regulations applicable in this regard
     in accordance with the legislation in force in the country with respect to
     the use of privileged information(2).

     In any event , beneficiaries wishing to dispose of their shares shall
     ensure, on their responsibility, that they meet their obligation to
     abstain, when, in the course or context of their duties, they have
     knowledge or are deemed to have knowledge of non-public information that
     may influence the share's stock market price.

     Moreover, beneficiaries shall not dispose of shares arising from the
     exercise of options for a period of 30 calendar days before and 1 day after
     the Executive Board Meeting to approve Vivendi Environnement's half-yearly
     and annual accounts. This 30-days abstention period may be amended at any
     time by Vivendi Environnement within the limits fixed by law.


VI.  Application of the Rules

     The services of the Human resources Department shall be at your disposal
     for any matter relating to these rules and their application. The
     information able to be given by the various services of Vivendi
     Environnnement (Human Resources Department, Legal Department and Finance
     Department) shall be limited to the supply of purely factual information
     and shall not take the form of legal, financial or tax advice that renders
     the said services of Vivendi Environnement liable in any way.


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(1) The time-limit is currently 4 years for options granted subsequent to 27
    April 2000. Such time-limits shall not apply where express exemption is
    granted by the Board of Directors and for the cases referred to in article
    91 ter schedule II to the French General Tax Code, namely:
    - -- - dismissal or retirement of the holder, with the specific provisio
    that the options must have been exercised at least three months before the
    date of occurrence of the event.
    - disability of the holder corresponding to classification under the second
    or third category prescribed in Article L.314.4 of the French Social
    Security Code.
    -   death of the holder.

(2) Order of 28 September 1967. COB Regulation No. 90-08 and Regulations of the
    U.S Securities and Exchange Commission.

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VII. Amendments to the Rules

     Vivendi Environnement may at any time, on a resolution of the Executive
     Board and after receiving the opinion where appropriate of the Officers
     Committee, amend the provisions of these rules.

     Amendments that would not be more favourable overall shall be the subject
     of a written agreement between the beneficiary and Vivendi Environnement.

VIII. Compliance

     For US beneficiaries, the exercise of options shall be conditional upon
     prior registration of the shares with the Securities and Exchange
     Commission pursuant to the US regulations.

IX.  Liability of the Company

     Vivendi Environnement shall not be liable for the non-issue of shares or of
     securities resulting from a failure to obtain the necessary regulatory
     permission.

X.   Applicable law

     The plan shall be subject to French law (Article L.225-177 of the French
     New Commercial Code and Decree of 23 March 1967).

XI.  Translations

     This document shall be available at the services of the Human Resources
     Department of Vivendi Environnement in French, English, German and Spanish,
     but only the French version shall be authentic.


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                                   Appendices
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1. Option exercise declaration for resident beneficiaries who are non-US
citizens.



2. Declaration (cashless exercise) for beneficiaries resident in the United
States.


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---------------------------------------
Document a adresser par courrrier a                   ------------------------
   Document to bent by mail to:
     VEOLIA ENVIRONNEMENT                                  Levee simple
        DRH-SO
     36-38 avenue Kleber                              ------------------------
     75799 PARIS Cedex 16
   Fax: + 33 (0)1 71 75 1041
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                    Options allotted by VIVENDI ENVIRONNEMENT


                 REQUEST FOR THE IRREVOCABLE EXERCISE OF OPTIONS
FINANCING PROVIDED BY THE BENEFICIARY UPON SIGNATURE OF THE PRESENT FORM



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Name and forename (in capitals)
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Date and place of birth
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Nationality
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Address of tax domicile
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Postal address (if different)
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Pursuant to the decision taken by the Executive Committee of VIVENDI
ENVIRONNEMENT on ________________________________to allot options to purchase
shares at an exercise price of (euro)________, I hereby request the irrevocable
exercise (1) of____________VIVENDI ENVIRONNEMENT options held in my name and,
accordingly, purchase an equivalent number of VIVENDI ENVIRONNEMENT shares.

o  PAYMENT (number of shares purchased to x exercise price)

I enclose a bank or post office cheque made out to BNP PARIBAS Securities
Services in an amount of (euro)______________representing the amount due on the
exercise of the above options.

o  SHARE REGISTRATIONS

The VIVENDI ENVIRONNEMENT shares received upon the exercise of the above options
are to be held in registered form in an account opened in my name at the Issuers
Department of BNP PARIBAS Securities Services.



Signed on________________________at_______________________         Company Stamp



Signature(2)

_______________________________________



(1)  The instruction to exercise the options is irrevocable and payment is due
     upon signature.

(2)  Important : signature to be preceded by the following hand-written text :
     [Bon pour achat de (x) actions VIVENDI ENVIRONNEMENT]

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------------------------------------------           Levee cashless
    Document a adresser par courrier a
    Document to be sent by mail to :                ----------------------------
           VEOLIA ENVIRONNEMENT                     Enclosed Bank Identification
                 DRH-SO
           36-38 avenue Kleber
          75799 PARIS Cedex 16                      ----------------------------
       Fax: + 33 (0)1 71 75 10 41

------------------------------------------




                    Options allotted by VIVENDI ENVIRONNEMENT

             REQUEST FOR THE EXERCISE OF OPTIONS AND SALE OF SHARES
         TO BE FINANCED OUT OF THE PROCEEDS RAISED BY THE SALE OF SHARES


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Name and fist name (in capitals)
--------------------------------------------------------------------------------
Date and place of birth (in capitals)
--------------------------------------------------------------------------------
Nationality
--------------------------------------------------------------------------------
Registered for tax purposes at
--------------------------------------------------------------------------------
Postal address (if different from the a)
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Pursuant to the decision taken by the Executive Committee of VIVENDI
ENVIRONNEMENT on _________________________________to allot options to purchase
shares at an exercise price of (euro)__________, I hereby request the
irrevocable exercise(1) of________________________VIVENDI ENVIRONNEMENT options
held in my name and, accordingly, purchase an equivalent number of VIVENDI
ENVIRONNEMENT shares.

o  SHARE REGISTRATION

The VIVENDI ENVIRONNEMENT shares received upon the exercise of the above options
are to be held in registered form in an account opened in my name at the Issuers
Department of BNP PARIBAS Securities Services.

o  SALE ORDER

I hereby request that________________________VIVENDI ENVIRONNEMENT shares(2) be
converted into bearer form and sold, I instruct you to sell these shares " AT
THE MARKET PRICE".

o  COMPLETION OF THE EXERCISE/SALE

I request the income of the sale after deducting the sum paid to VIVENDI
ENVIRONNEMENT for exercising the options as well as, taxes, brokerage fees and
handling commission - be transferred in euro on the account detailed in the
enclosed Bank Identification statement.

Signed on____________________at______________________              Company Stamp

Signature
(signature to be preceded by the following hand-written text : "valid for the
purchase of (x) VIVENDI ENVIRONNEMENT shares").

------------------------
(1)  The instruction to exercise the options is irrevocable

(2)  The number of shares sold must exceed by 10 % the number require to cover
     the purchase amount