**As filed with the Securities and ExchangeCommission on June 4, 2004**

 

 

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 20-F/A**

** **

| **o**                                                                                                                                                                     | **REGISTRATION STATEMENT PURSUANT TO  SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                      |                                                                                                     |
| **OR**                                                                                                                                                                    |
|                                                                                                                                                                      |
| **ý**                                                                                                                                                                | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                |
|                                                                                                                                                                      |                                                                                                     |
| **For the fiscal year ended December 31,  2003**                                                                                                                     |
|                                                                                                                                                                      |
| **OR**                                                                                                                                                                    |
|                                                                                                                                                                      |
| **o**                                                                                                                                                                     | **TRANSITION REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**            |
|                                                                                                                                                                      |
| **For the transition period  from           to           ** |
|                                                                                                                                                                      |
| **Commission file number: 1-14838**                                                                                                                                       |

 

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**RHODIA**

(Exact name of Registrant as specified in its charter)

 

| **Not applicable**                                                        |   | **French Republic**                             |
|---------------------------------------------------------------------------|--------|-------------------------------------------------|
| (Translation of Registrant’s name into English)                      |   | (Jurisdiction of incorporation or organization) |
|                                                                      |   |                                            |
| **26, quai  Alphonse Le Gallo 92512  Boulogne-Billancourt Cedex  France** |
| (Address of principal executive offices)                                  |

 

Securities registered or to beregistered pursuant to Section 12(b) of the Act: 

 

| **Title of  each class:**                                                                              |   | **Name of  each exchange on which registered** |
|--------------------------------------------------------------------------------------------------------|--------|------------------------------------------------|
| **American Depositary Shares,  each representing one Ordinary Share  nominal value €1 per share** |   | **New York Stock Exchange**                    |
| **Ordinary Shares, nominal value €1 per  share***                                                 |   | **New York Stock Exchange**                    |

 

Listed not for trading orquotation purposes, but only in connection with the registration of theAmerican Depositary Shares (“ADSs”) pursuant to the requirements of theSecurities and Exchange Commission.

 

Securities registered or to beregistered pursuant to Section 12(g) of the Act: **None**

 

Securities for which there is areporting obligation pursuant to Section 15(d) of the Act: **None**

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report:

 

Ordinary Shares:**179,309,188**

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ý  No o

 

Indicate by check mark whichfinancial statement Item the registrant has elected to follow.

 

Item 17 o    Item 18 ý

 

 

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**SECURITIES AND EXCHANGE COMMISSION**

 

**WASHINGTON, D.C. 20549**

**AMENDMENT TO APPLICATION OR REPORT**

**FILED PURSUANT TO SECTION 12, 13, OR 15(d) OFTHE**

**SECURITIES EXCHANGE ACT OF 1934**

 

**RHODIA**

 

**AMENDMENT NO. 1 TO FORM 20-F**

 

Theundersigned registrant hereby amends Item 19 of the Annual Report on Form 20-Ffor the fiscal year ended December 31, 2003 filed by Rhodia on March 23, 2004(the “Form 20-F”) to update the exhibits.

 

This AmendmentNo. 1 makes the following amendments to the Form 20-F:

 

•                  Item 19. Exhibit1.1 – The By-laws (*statuts*) ofRhodia.  This exhibit has been amendedto reflect the amendments that occurred through May 7, 2004.

 

•                  Item 19. Exhibit10.1 - Secured Co-ordination Agreement, dated December 23, 2003, betweenRhodia, Borrowing Group Members, the Lenders and BNP Paribas as IntercreditorAgent and Facility Agents is refiled in connection with the confidentialtreatment request submitted by Rhodia with respect to certain portions of thisexhibit.  Omitted portions have beensubmitted separately with the Securities and Exchange Commission.

 

•                  Item 19.  Exhibit 10.2 - €638,497,197 MulticurrencyRevolving Credit And Guarantee Facility and €119,224,721 MulticurrencyRevolving Credit Facility for Rhodia and Certain of its Subsidiaries, datedMarch 31, 2004, Arranged By BNP Paribas, Crédit Agricole Indosuez S.A. and HSBCCCF as Arrangers with BNP Paribas as Facility Agent and BNP Paribas as SecurityAgent is added to the exhibits.  Aconfidential treatment request has been submitted by Rhodia with respect tocertain portions of this exhibit. Omitted portions have been submitted separately with the Securities andExchange Commission.

 

Other than theforegoing items and conforming changes related thereto, this Amendment No. 1does not amend, update or restate any other Items or sections of the Form 20-F.This Amendment No. 1 does not reflect events occurring after the filing of theForm 20-F on March 23, 2004. The filing of this Amendment No. 1 should not beunderstood to mean that any other statements contained therein are true orcomplete as of any date subsequent to March 23, 2004. Investors should not relyupon this amendment as a reaffirmation or reiteration of forward-lookingstatements that were made in the original filing and are reprinted in thisamendment.

 

1

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**PART III**

 

**Item19.  *Exhibits***

 
| 1.1†         | By-laws (*statuts*) of Rhodia (unofficial English  translation), as amended through May 7, 2004                                                                                                                                                                                                                                                                          |
|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 8.1               | List of  Subsidiaries (incorporated by reference to the list of principal subsidiaries  included in the Consolidated Financial Statements of this annual report)                                                                                                                                                                                                         |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.1†*       | Secured  Co-ordination Agreement, dated December 23, 2003, between Rhodia,  Borrowing Group Members, the Lenders and BNP Paribas as Intercreditor Agent  and Facility Agents                                                                                                                                                                                        |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 10.2†*       | €638,497,197  Multicurrency Revolving Credit And Guarantee Facility and €119,224,721  Multicurrency Revolving Credit Facility for Rhodia and Certain of its  Subsidiaries, dated March 31, 2004, Arranged By BNP Paribas, Crédit Agricole  Indosuez S.A. and HSBC CCF as Arrangers with BNP Paribas as Facility Agent  and BNP Paribas as Security Agent. |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 11.1††  | Code of  Ethics for senior financial officers                                                                                                                                                                                                                                                                                                                            |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 12.1†        | Certification  of Jean-Pierre Clamadieu, Chief Executive Officer of Rhodia S.A., pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                              |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 12.2†        | Certification  of Pierre Prot, Chief Financial Officer of Rhodia S.A., pursuant to Section  302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                        |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 13.1†        | Certification  of Jean-Pierre Clamadieu, Chairman and Chief Executive Officer of Rhodia  S.A., and Pierre Prot, Chief Financial Officer of Rhodia S.A., pursuant to  Section 18 U.S.C. Section 1350, as adopted by Section 906 of the  Sarbanes-Oxley Act of 2002                                                                                                        |
|              |                                                                                                                                                                                                                                                                                                                                                                     |
| 14(a)†† | Consent of  PricewaterhouseCoopers                                                                                                                                                                                                                                                                                                                                       |

 

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†                                          Filedherewith.

††                                    Previouslyfiled.

 

*                 Confidentialtreatment has been requested with respect to certain portions of thisexhibit.  Omitted portions have beensubmitted separately with the Securities and Exchange Commission.

 

2

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**SIGNATURE**

 

The registranthereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorized the undersigned tosign this Amendment No. 1 to its Annual Report on Form 20-F for the fiscal yearended December 31, 2003 on its behalf.

 
|   | **Rhodia** |
|--------|------------|
|   |       |
|   |       |
|   | By:        | /s/  Jean-Pierre  Clamadieu |
|   |       | Name: Jean-Pierre Clamadieu |
|   |       | Title: Chief Executive Officer |

 

Date: June 4, 2004

 

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