As filed with the Securities and Exchange Commission on April 12, 2005
                                                    Registration No. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                              VEOLIA ENVIRONNEMENT
             (Exact name of registrant as specified in its charter)

   France                                              Not Applicable
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                      Identification No.)


                              36/38, avenue Kleber
                                   75116 Paris
                                     France


          (Address of principal executive offices, including zip code)

                          -----------------------------
                       2001 Share Subscription Option Plan
                       2002 Share Subscription Option Plan
                       2003 Share Subscription Option Plan
                       2004 Share Subscription Option Plan

                           (Full titles of the plans)


               Veolia Water North America Operating Services, Inc
                              184 Schuman Boulevard
                              Naperville, IL 60563
                                 (630) 717-2236
 (Name, address and telephone number, including area code, of agent for service)




                         CALCULATION OF REGISTRATION FEE
<TABLE>

-----------------------------------------------------------------------------------------------------
           Title of                 Amount       Proposed Maximum    Proposed Maximum     Amount of
       Securities to be              to be      Offering Price Per      Aggregate        Registration
          Registered            Registered (1)        Share           Offering Price         Fee
-----------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>             <C>                   <C>
Ordinary Shares, nominal value    697,192 (2)         $54.22 (6)       $37,801,751 (6)      $4,450
   (euro)5.0 per share            588,032 (3)         $33.26           $19,557,945          $2,302
                                  724,400 (4)         $24.95           $18,073,780          $2,128
                                  189,650 (5)         $31.91 (6)        $6,051,732 (6)      $  713
-----------------------------------------------------------------------------------------------------
             Total              2,199,274                                                   $9,593

-----------------------------------------------------------------------------------------------------
</TABLE>

(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional ordinary shares, nominal value (euro)5.0
     per share (the "Ordinary Shares"), of Veolia Environnement (the
     "Registrant") which become issuable under any of the Registrant's plans
     registered pursuant to this Registration Statement by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction or
     similar transaction effected without the receipt of consideration which
     results in an increase in the number of the Registrant's outstanding
     Ordinary Shares.

(2)  Represents 697,192 Ordinary Shares subject to outstanding awards under the
     2001 Share Subscription Option Plan.

(3)  Represents 588,032 Ordinary Shares subject to outstanding awards under the
     2002 Share Subscription Option Plan.

(4)  Represents 724,400 Ordinary Shares subject to outstanding awards under the
     2003 Share Subscription Option Plan.

(5)  Represents 189,650 Ordinary Shares subject to outstanding awards under the
     2004 Share Subscription Option Plan.

(6)  Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
     Maximum Offering Price Per Share and the Proposed Maximum Aggregate
     Offering Price are based on the per share exercise price of the stock
     options, translated into U.S. dollars at the noon buying rate in New York
     City on March 29, 2005, for cable transfers in Euros as certified for
     customs purposes by the Federal Reserve Bank of New York on that date.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Annual Information.*



















*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.   Incorporation of Documents by Reference.

          The following documents previously filed with the Securities and
     Exchange Commission (the "SEC") by the Registrant are incorporated by
     reference in this Registration Statement:

          (a) the Registrant's Annual Report on Form 20-F (No. 001-15248), as
     filed with the SEC on June 28, 2004 (the "Annual Report on Form 20-F"),
     pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
     (the "Exchange Act"), which contains audited financial statements for the
     Registrant's latest financial year for which such statements have been
     filed;

          (b) the description of the Registrant's Ordinary Shares set forth in
     Item 10 of the Registrant's Annual Report on Form 20-F, with the exception
     of the sections captioned "Material Contracts", "Exchange Controls",
     "Taxation", "Documents on Display", and "Enforceability Of Civil
     Liabilities Against Foreign Persons", including any amendment or report for
     the purpose of updating such description; and

          (c) the Registrant's reports on Form 6-K (File No. 001-15248), as
     furnished to the SEC on January 23, 2004, February 12, 2004, April 23,
     2004, May 17, 2004 (relating to US Filter sale), May 24, 2004, May 25,
     2004, July 23, 2004, July 30, 2004, August 2, 2004, September 20, 2004,
     September 27, 2004, October 12, 2004, November 8, 2004, November 22, 2004,
     December 21, 2004, February 7, 2005 and March 17, 2005.

          All documents subsequently filed by the Registrant pursuant to
     Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
     filing of a post-effective amendment which indicates that all securities
     offered have been sold or which deregisters all securities remaining
     unsold, shall be deemed to be incorporated by reference in this
     Registration Statement and to be a part hereof from the date of filing such
     documents. In addition, reports on Form 6-K deemed filed by the Registrant
     with the SEC shall be deemed to be incorporated by reference in this
     Registration Statement and to be a part hereof from the date such documents
     are filed with the SEC.

          Any statement contained in a document incorporated or deemed to be
     incorporated by reference herein shall be deemed to be modified or
     superseded for purposes of this Registration Statement to the extent that a
     statement incorporated by reference herein modifies or supersedes such
     statement. Any such statement so modified or superseded shall not be
     deemed, except as so modified or superseded, to constitute a part of this
     Registration Statement.


<PAGE>


ITEM 4.   Description of Securities.

          Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

          The legality of the Ordinary Shares offered hereby has been passed
          upon for the Registrant by Mr. Alain Tchernonog, General Counsel, of
          the Registrant, who owns 115 Ordinary Shares and has options to
          subscribe 93,600 Ordinary Shares.

ITEM 6.   Indemnification of Directors and Officers.

          The Registrant maintains liability insurance for its directors and
          officers, including insurance against liabilities under the Securities
          Act.

ITEM 7.   Exemption from Registration Claimed.

          Not applicable.

ITEM 8.   Exhibits.

          See attached exhibit list.

ITEM 9.   Undertakings.

          (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement; and

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in the Registration Statement;

          (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof, and

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in this Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers, and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable. In the event that a claim
     for indemnification against such liabilities (other than payment by the
     Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paris, France, on this 12th day of April, 2005.

                                   VEOLIA ENVIRONNEMENT



                                   By: /s/ Henri Proglio
                                      ------------------------------------------
                                       Name:  Henri Proglio
                                       Title: Chairman of the Board and CEO

<PAGE>

                                POWER OF ATTORNEY


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Mr. Henri Proglio, Mr. Jerome
Contamine and Mr. Alain Tchernonog his true and lawful attorney-in-fact- and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign and
to file a Registration Statement on Form S-8 (or such other Form as may be
appropriate) in connection with the registration of Ordinary Shares of the
Registrant and any and all amendments (including post-effective amendments) to
any such Registration Statement on Form S-8 with the Securities and Exchange
Commission, granting to said attorney-in-fact and agent full power and authority
to perform any other act on behalf of the undersigned required to be done in the
premises. This power of attorney may be executed in counterparts.

         Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated.

Signature                                 Title                    Date
---------                                 -----                    ----

/s/ Henri Proglio                    Chairman and Chief
----------------------------         Executive Officer and
Henri Proglio                        Director

/s/ Daniel Bouton
----------------------------         Director
Daniel Bouton

/s/ Jacques Espinasse
----------------------------         Director
Jacques Espinasse

/s/ Paul-Louis Girardot
----------------------------         Director
Paul-Louis Girardot

/s/ Jean-Marc Espalioux
----------------------------         Director
Jean-Marc Espalioux

/s/ Francis Mayer
----------------------------         Director
Francis Mayer

/s/ Serge Michel
----------------------------         Director
Serge Michel

/s/ Georges Ralli
----------------------------         Director
Georges Ralli

/s/ Jerome Contamine                Senior Executive Vice
----------------------------        President; and Chief
Jerome Contamine                    Financial Officer


/s/ Pierre-Francois Riolacci
----------------------------         Group Finance Controller
Pierre-Francois Riolacci

/s/ T. Michael O'Brien
----------------------------         Authorized U.S.
T. Michael O'Brien                   Representative

<PAGE>

                                  Exhibit Index


Exhibit
Number           Description

4.1              Registrant's Statuts (previously filed as Exhibit 1 to the
                 Registrant's Annual Report on Form 20-F and incorporated herein
                 by reference).

4.2*             2001 Share Subscription Option Plan.

4.3*             2002 Share Subscription Option Plan.

4.4*             2003 Share Subscription Option Plan.

4.5*             2004 Share Subscription Option Plan.

5.1*             Opinion of Alain Tchernonog, General Counsel,
                 as to the Legality of the Ordinary Shares.

23.1*            Consent of RSM Salustro Reydel
                 And of Barbier Frinault & Cie - Ernst & Young.

23.2*            Consent of Alain Tchernonog (contained in Exhibit 5.1).

24.1*            Powers of Attorney (included on the Signature Page).



---------------------------------
*        Filed herewith.