Exhibit
  1

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A public limited company with Management Board and Supervisory Board

(Société
  Anonyme à Directoire et Conseil de Surveillance)having a capital of€4,673,372,922

Registered
  office
  : 36/38, avenue Kléber
  75116 PARIS

CR No. 403 210 032 PARIS



ARTICLES
  OF ASSOCIATION


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|Updated
  on 25th April 2002
|----------------------------

The Articles of association in English is a translation of the FrenchStatutsfor information purposes. This translation is qualified in its entirety by reference to theStatuts.

1

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Article 1Legal
  Form 
       By
  virtue of a resolution of the General Meeting of 21 April 2000, the Company
  has the legal form of a public limited company with a Management Board and a
  Supervisory Board(société
  anonyme à directoire et conseil de surveillance),
  governed by the laws and regulations in force and, in particular, the French
  Trade Code, as well as by these articles of association.

Article 2Name
  The
  name of the Company is :

VIVENDI ENVIRONNEMENT

In
  all deeds and documents issued by the Company in relation to third parties,
  this name must be preceded or followed immediately by the words«a
  public limited company with a Management Board and a Supervisory Board»(sociétéanonyme à directoire
  et conseil de surveillance)and
  the amount of the Companys
  share capital.

Article 3Object The
  object of the Company, directly or indirectly, in France and in all other countries,
  is:

| | carrying
      on, for private, business and public customers, all service activities relating
      to the environment and, more particularly, to water, sewage, energy, transport,
      cleaning, etc.                                               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | acquiring,
      taking over and exploiting all patents, licences, trade marks and designs
      relating directly or indirectly to its business activity.                                                                                              
| | acquiring
      interests in existing or future companies through shares, bonds and other
      securities, whether by subscription, purchase, contribution, exchange or
      any other means, the Company retaining the right to assign such interests
| | and,
      in general, all commercial, industrial andfinancial operations and all
      operations connected with real or movable property, relating directly or
      indirectly to the above-mentioned object.                                        

Article 4Registered
  office
  The
  registered office
  of the Company is at 36/38, avenue Kléber,
  PARIS 755116.

The
  registered office may be transferred to another location in the same Frenchdépartementor
  in an adjacentdépartementby
  a simple decision of the Supervisory Board, subject to ratification of the said decision
  by the next Ordinary General Meeting of Shareholders, or to any other location
  by a resolution of an Extraordinary General Meeting of Shareholders, subject
  to the provisions of the laws in force.

Article 5Term
  
       The
  term of the Company is 99 years with effect from the date of its entry in the
  Trade and Companies Register, save in the event of an extension or earlier dissolution.

Article 6Changes
  in share capital The
  capital, which was originallyfixed
  at FRF 250 000 Francs, was raised to€15
  million on 9 April 1999.

On the occasion of the Extraordinary General Meeting of 23 December 1999, the capital was increased by :

€973 279 888, raising it from€15 000 000 to€988 279 888 through the creation of 161 674 400 new B shares with a par value of€6.02 each, fully paid up, the 1 000 000 old shares with a par value of€15 each constituting the A shares.

€632 570 000, raising it from€988 279 888 to€1 620 849 888 through the creation of 207 400 000 new C shares with a par value of€3.05 each, fully paid up.

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  €1 357 595 051.94,
raising it from€1 620 849 888 to€2 978 444 939.94 through the creation of€284 611 122 new D shares with a par value of€4.77 each, fully paid up.

On the occasion of this same Extraordinary General Meeting, the capital was decreased by :

  €10 500 000, bringing it
down from€2 978 444 939.94 to€2 967 944 939.94, by reducing the par value of the A shares from€15 to€4.50.

  €245 745 088, bringing
it down from€2 967 944 939.94 to€2 722 199 851.94, by reducing the par value of the B shares from€6.02 to€4.50.

  €76 845 002.94, bringing
it down from€2 722 199 851.94 to€2 645 354 849, by reducing the par value of the D shares from€4.77 to€4.50.

Finally, on the occasion of this same Extraordinary General Meeting, the capital was increased by €300 730 000, raising it from€2 645 354 849 to€2 946 084 849, by raising the par value of the C shares from€3.05 to€4.50.

On the occasion of the Extraordinary General Meeting of 26 May 2000, the capital was reduced by€4.50 through the cancellation of one share in order to permit the restructuring of the share capital, which was decreased to €2 946 084 844.50, divided into 654 685 521 shares with a par value of€4.50 each.

On 16 June 2000, following a further restructuring, the capital consisted of 218 228 507 shares with a par value of€13.5 each.

On
  19 July 2000, the Management Board decided to issue 127 946 448 shares with
  a total par value of €1
  727 277 048.

On 8 April 2002, the Management Board acknowledged the issue of 817 new shares and the correlative increase in the Companys share capital to€4,673,372,922. These new shares were issued following the exercise of the subscription right attached to 5,719 share warrants issued by the Company according to a decision by the Management Board on
10 December 2001 made in agreement with the authorisation granted by the combined general meeting on 21 June 2000.

Article 7Share
  capital 
       The
  capital is set at the sum of€4,673,372,922, divided into
  346,175,772 shares of a nominal value of€13.50 each.

Article 8Paying
  up of shares The
  shares are issued and paid up in accordance with the provisions of the law.

Article 9Form of
shares

|A) | When the
      shares are fully paid up, they may be in registered or bearer form, at the
      discretion of the shareholder, subject to any contrary provision of the
      laws and regulations in force. Until the shares are fully paid up, they
      must be in registered form.                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The shares
      are entered in the Companys books or with an approved intermediary, in accordance with
      the conditions and modalities laid down by law.                                                                                                                                                                                                                                                                                                                                                                
|   | In order
      to identify bearer shares, the Company shall have the right, subject to
      the provisions of the law and the regulations and subject to the penalties
      laid down by the Trade Code, to request any organisation or third party
      to provide whatever information may be needed to identify owners of Company
      securities conferring immediately or eventually the right to vote in its
      meetings of shareholders and, in particular, the number of securities held
      by each of them.
|   | In the
        case of registered securities giving immediate or subsequent access to
        the capital, intermediaries registered under the conditions laid down
        by the Trade Code are obliged to disclose the identities of the                                                                                                                                                                                                                                                                                   

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|   | owners
        of these securities, at any time on request by the Company or its representative.
        Failure by securities holders or intermediaries to comply with their obligation
        to disclose this information may, under the conditions laid down by the
        law, entail the suspension or removal of the voting right and of the right
        to payment of the dividend attached to the shares.                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|B) | Furthermore,
      any person, whether acting alone or in concert, who comes to own or ceases
      to own, directly or indirectly, a fractionof
      the capital or voting rights or of securities giving eventual access to
      the capital of the Companyequal
      to or greater than 0.5% or a multiple of this fraction, shall be required
      to notify the Company by registered letter with acknowledgement of delivery,
      within a period offifteen
      days from the date on which one of these thresholds is crossed, of the total
      number of shares, voting rights or securities giving eventual access to
      the capital, which the said person possesses alone, directly or indirectly
      or in concert.
|   | Intermediaries
      registered as shareholders in accordance with the third paragraph of Article
      L.228-1 of the Trade Code are obliged, without prejudice to the shareholdersobligations,
      to make the declarations specified
      in this article for all securities for which they are registered.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Failure
      to comply with the foregoing provisions shall be penalised by the removal
      of the voting right of the share or related rights in excess of the undeclared
      fraction and this shall continue to apply for every ShareholdersMeeting
      held up to the end of a period of two years from the date on which the aforesaid
      notification
      is duly made, where the application of such a penalty is requested by one
      or more shareholders holding at least 0.5 % of the capital of the Company.
      Such a request shall be noted in the minutes of the General Meeting.                                                                                                                               

Article 10Assignment
  and transfer of shares The
  shares shall be freely negotiable, unless otherwise provided in the laws or
  regulations.

The transfer of shares, whether gratuitously or for a consideration, shall be effected, whatever their form, by a transfer from one account to another, in
accordance with the modalities laid down by law.

Article 11Rights and
obligations attaching to shares

| | 1
         | Each
      share shall confer the right to a portion of the profits
      or capital proportional to the amount of the capital which it represents
      and shall confer the right to vote and be represented in the General Meetings,
      in accordance with the conditions laid down by the law and these Articles
      of Association.                                                                                                                                                                
| | ----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |             | Every
      shareholder shall have the right to be informed about the course of the
      Companys business and to have certain
      business documents communicated at the times and subject to the conditions
      laid down by the law and these Articles of Association.                                                                                                                                                                                                                              
| | 2          | The
        shareholders shall be liable for losses only to the extent of their contributions
        to the share capital.                                                                                                                                                                                                                                                                                                                                                                                  
| |             | Unless
      otherwise provided by the law or these Articles of Association, no majority
      can impose an increase in their commitments. In the event of any change
      of ownership, the rights and obligations attaching to a share are transferred
      to the new owner.                                                                                                                                                                                                                           
| |             | Possession
      of a share automatically implies full adherence to the resolutions of the
      General Meeting and to these Articles of Association.                                                                                                                                                                                                                                                                                                                                                       
| | 3
         | Whenever
      it is necessary to be in possession of a certain number of shares in order
      to exercise some right in the event of an exchange, restructuring or allocation
      of shares, or in the event of an increase or decrease in capital, a merger
      or any other operation, shareholders in possession of a number of shares
      lower than the number required to exercise such rights may exercise the
      said rights only if they themselves obtain the required number of shares.

Article 12Supervisory
  board 
       The
  Supervisory Board shall consist of a minimum of three and a maximum of eighteen
  members, save for any temporary derogation from this rule in the event of a
  merger.

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The members shall be appointed from among the shareholders by the Ordinary General Meeting, whether natural persons or legal entities, and may be dismissed
by them at any time.

Each member of the Supervisory Board must own at least 750 shares in the Company. This provision does not apply to any employee shareholders appointed as
members of the Supervisory Board in accordance with the provisions of the Trade Code.

The members of the Supervisory Board shall be appointed for a term of four years, expiring at the end of the Ordinary General Meeting of Shareholders held
in the year in which the mandate expires after having voted on the annual accounts for that year. They may be re-elected.

At the end of each Annual General Meeting, no more than one third of the members of the Supervisory Board in office may be over the age limit laid down by law at the closure of the accounts for thefinancial year on which the Meeting has voted. If this number is exceeded, the oldest members shall be deemed to have resigned
automatically at the end of the said Meeting.

The provisions relating to the age limit are applicable to the permanent representatives of the legal entities which are members of the Board.

If one or more seats fall vacant due to death or resignation, then, provided that the number of members is not less than three, the Supervisory Board may
make provisional appointments during the period between two General Meetings. The provisional appointments made by the Supervisory Board shall then be subject to ratification by the next Ordinary General Meeting.

Article 13Task
  of the supervisory board 
       The
  task of the Supervisory Board is to exercise control at all times over the management
  of the Company by the Management Board, in accordance with the conditions laid
  down by the law. The Supervisory Board may carry out such checks and controls
  as it seesfit at any time during the year and may require the communication
  of any documents it considers necessary for the fulfilment of its task.

In addition, the Supervisory Board may authorise the Management Board to carry out the operations referred to in Article 17, for which its prior consent is
necessary.

The Supervisory Board may decide to establish committees to study questions submitted for their attention by the Supervisory Board or its Chairman. It
shall determine the membership, the powers and, where applicable, the remuneration of such committees, which shall conduct their activities at its responsibility.

Article 14Organisation
  of the supervisory board The
  Board shall elect, from among the natural persons who are members, a Chairman
  and a Vice-Chairman, who shall be responsible for convening meetings and directing
  deliberations. The Supervisory Board shallfix
  the term of office
  of the Chairman and the Vice-Chairman, which shall not exceed that of their
  mandate as members of the Supervisory Board.

The Board shall appoint a Secretary, who need not be a member or a shareholder.

The Supervisory Board shall meet as often as the interests of the Company may require.

Meetings of the Board shall be convened by the Chairman or the Vice-Chairman by any means of communication, including orally. The meeting shall take place
at the registered office of the Company or at any other place indicated in the invitation.

An attendance list shall be taken and signed by the members of the Supervisory Board who are present at the meeting.

At least half of the members must be present for the Board to have a quorum.

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Decisions shall be taken by a majority vote of the members present or represented. Each member present or represented shall have one vote and each member
present may cast no more than one vote by proxy, however given. In the event of a tie, the Chairman of the meeting shall have the casting vote.

For the purpose of calculating the quorum and the majority, members shall be deemed to be present if they take part in the Meeting by video conference,
telephone conference or any other method recognised by the laws in force.

The deliberations of the Supervisory Board shall be recorded in minutes, kept in a special book at the registered office of the Company.

Article 15Remuneration
  of the members of the supervisory board 
       The
  General Meeting may allocate to the members of the Supervisory Board a remuneration
  for their activity in the form of afixed
  annual sum for their attendance, the amount of which shall remain unchanged
  until a new resolution is passed by the General Meeting.

The Supervisory Board may divide the total sum allocated among the members at its discretion.

The remuneration of the Chairman and the Vice-Chairman shall be determined by the Board.

The Board may allocate exceptional remuneration for tasks or mandates entrusted to its members. Such exceptional remuneration shall be subject to the
provisions of Article 19 below.

Article 16Management
  board 
       The
  Company shall be run by a Management Board consisting of a minimum of two members
  and a maximum of seven.

The members of the Management Board need not be shareholders. They must be natural persons.

The members of the Management Board shall be appointed for a term of four years by the Supervisory Board, which shall designate one of them as Chairman and
shall determine their remuneration.

If a seat falls vacant, the Supervisory Board must, within two months of the occurrence of the vacany, either simply take note of the vacancy orfill it.

Any member of the Management Board may be re-elected. Any member of the Management Board may be dismissed by the General Meeting at the proposal of the
Supervisory Board.

The Chairman of the Management Board shall represent the Company in its relations with third parties.

The
  Supervisory Board may appoint, from among the members of the Management Board,
  one or more General Managers with power to represent the Company vis-à-vis
  third parties.

The functions of the members of the Management Board shall cease, at latest, at the end of the General Meeting called to approve the accounts for thefinancial year in which the member reaches the age limitfixed by law.

Article 17Powers
  and obligations of the management board 
       The
  Management Board shall be vested with the most extensive powers to act in the
  name of the Company in all circumstance vis-à-vis third parties, within
  the limits of the object of the Company and subject to the powers expressly
  attributed by the law to the Supervisory Board and to the ShareholdersMeetings.

The members of the Management Board may, with the authorisation of the Supervisory Board, divide up the management tasks among them. However, such a
division shall in no way relieve the Board of the obligation to meet and deliberate on the main questions relating to the management of the Company or of the duty of supervision incumbent on every member of the Board and the joint and several
liability stemming therefrom.

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The Management Board may charge one or more of its members or any selected outsider with such special tasks, permanent or temporary, as it may determine
and delegate to them, with or without the right to subdelegate, such powers as it seesfit for one or more
specific objects.

The Supervisory Board may authorise the Management Board to grant sureties, endorsements or guarantees in the name of the Company up to a certain limit to
befixed by the Supervisory Board. The duration of such an authorisation shall not exceed one year,
irrespective of the duration of the commitment secured, endorsed or guaranteed. The Management Board may be authorised to give unlimited sureties, endorsements or guarantees to the tax and customs departments in the name of the Company.

The Supervisory Board may authorise the Management Board to assign real estate by category, to assign participating interests wholly or in part, and to
give sureties, within such limits as it mayfix for each type of operation. The authorisation of the
Supervisory Board is required for any operation which exceeds such afixed limit.

In addition, the Management Board may not engage in any of the following acts without the prior authorisation of the Supervisory Board :

| | any
      operation which could substantially affect the scope of activity of the
      Company                                                                                                                                                                                                                                     
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | admission
      of the Companys securities to negotiation on a regulated market                                                                                                                                                                                                                                                    
| | any
      commitment of investments or acquisition of interests in excess of the limitsfixed
      by the Supervisory Board                                                                                                                                                                                                         
| | issuance
      of transferable securities of any kind requiring the authorisation of the
      Extraordinary General Meeting of Shareholders taken by virtue of Article
      225-129 III of the Commercial Code                                                                                                                    
| | issuance
      of debenture bonds, as provided for in Articles L.213-5 of the Monetary
      and Finance Code (Code Monétaire
      et Financier), and L.228-38 et seq of the Commercial Code (Code de Commerce),
      or non-debenture bonds, for a duration or a sum in excess of those determined
      by the Supervisory Board
| | issuance
      of stock option plans for the shares of the Company                                                                                                                                                                                                                                                                  
| | signature
      of any agreement or transaction or the acceptance of any compromise in excess
      of the amountsfixed
      by the Supervisory Board                                                                                                                                                                              
| | signature
      of any project for a merger, division or partial transfer of assets in excess
      of the limits laid down by the Supervisory Board.                                                                                                                                                                               

If the Supervisory Board withholds the authorisation needed for an operation, the Management Board may submit the question to the General Meeting of
Shareholders which may, in turn, grant the authorisation.

Article 18Organisation
  of the management board 
       The
  Management Board shall meet as often as the interest of the Company may require.
  Meetings shall be convened by the Chairman or by at least half of the members.
  The meeting shall be held at the registered office
  of the Company or at any other place indicated in the invitation. Invitations
  may be issued by any means of communication, including orally.

Where necessary, the Management Board shall appoint a Secretary, who need not be a member.

The Management Board requires a quorum of at least half the members in order to deliberate. If there are only two members, both must be present.

Decisions shall be taken by a majority vote. Proxy voting is not permitted. In the event of a tie, the Chairman of the Management Boardor if he is absent or unable to attend, the person he designates to chair the meetingshall have the casting vote.

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For the purpose of calculating the quorum and the majority, members shall be deemed to be present if they take part in the Meeting by video conference,
telephone conference or any other method recognised by the laws in force.

The deliberations of the Management Board shall be recorded in minutes signed by the Chairman, though failure to complete this formality shall not
invalidate the decisions taken.

The minutes shall be entered in a special book. Copies or extracts of the minutes shall be certified as true copies by the Chairman of the Management Board, by a member, by the Secretary or by any other person designated by the Board.

Article 19Agreements
  between the company and a member of the management board or the supervisory
  board 
       Any
  agreement concluded directly or via an intermediary between the Company and
  a member of the Management Board or Supervisory Board, a shareholder owning
  more than 5% of the voting rights or, in the case of a corporate shareholder,
  the controlling company thereof, as defined by Article L. 223-3 of the Trade Code, is subject to the
  formalities specified
  in Articles L. 225-86 and L. 225-88 of the Trade Code. The same applies to agreements
  in which any of these persons has an indirect interest and agreements concluded
  between the Company and anotherfirm,
  if a member of the Management Board or Supervisory Board is the owner, a shareholder
  with indefinite
  liability, the chief executive, a director, a supervisory board member or, generally,
  an executive of thisfirm.

The above provisions do not apply to agreements covering routine operations concluded under normal conditions, which are subject to the formalities
specified in Article L. 225-87 of the Trade Code.

Article 20Auditors      The
  statutory Auditor or Auditors shall be appointed and carry out their task in
  accordance with the law.

Article 21General
meetings

| | 1  | The collective decisions of the shareholders shall be taken
      in Ordinary, Extraordinary, Special or Mixed General Meetings, depending
      on the nature of the resolutions they are called on to pass.                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2  | General Meetings shall be convened and shall deliberate in
      accordance with the conditions laid down by law. They shall be held at the
      registered office
      of the Company or at any other place indicated in the invitation.                                                                                                                                                                                                                                                                                                                   
| | 3  | The right to take part in Meetings is subject :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The
      time limit for the completion of these formalities is two days prior to
      the date of the holding of the Meeting. This time limit may be reduced by
      a decision of the Management Board.                                                                                                                                                                                                                                                                                                                                                   
| | 4  | The officers
      of the Meeting shall certify the accuracy of the attendance sheet duly signed
      by the shareholders and proxies present, to which will be annexed the powers
      granted to each proxy and, where applicable, the postal voting forms.                                                                                                                                                                                                                                                                                               
| |     | Shareholders
      may send their proxy forms and postal ballot forms for any general meeting
      either in paper form or, by decision of the Management Board published in
      the meeting notice or summons notice, by remote transmission under the conditions
      specified
      in the said notice. In the event of a decision by the Management Board to
      use such remote communication systems, published in the meeting notice or
      the summons notice, shareholders taking part in the general meeting via
      videoconferencing or

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| |     | telecommunications
      systems enabling them to be identified under the conditions laid down by the law and regulations
      will be deemed to be present for the calculation of the quorum and the majority.                                                                                             
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5  | Meetings
      shall be chaired by the Chairman of the Supervisory Board or, in his absence,
      by the Vice-Chairman of the Supervisory Board, or by any other person they
      may elect.                                                                                                               
| |     | The
      officers
      of the Meeting shall be the Chairman, appointed in the manner indicated
      above, and two tellers. The Chairman shall designate a secretary, who need
      not be a shareholder.                                                                                                
| | 6  | The
        deliberations shall be recorded in minutes, signed by the officers
        of the Meeting and entered in a special book in accordance with the conditions
        laid down by law. Copies and extracts of the minutes shall be duly certified
        under the conditions laid down by the law.

Article 22Financial
  year 
       Thefinancial
  year shall begin on 1 January and end on 31 December.

Article 23Allocation
  and distribution of profits
  
       The
  profit
  available for distribution shall consist of the net profit
  for the year, less previous losses and the various deductions provided for by
  the law, plus profits
  carried forward.

The General Meeting may resolve, at the proposal of the Management Board, to distribute sums drawn on the reserves at its free disposal, expressly
indicating the reserve headings from which the drawings have been made.

After approving the accounts and taking note of the existence of sums available for distribution (including profits available for distribution and the sums drawn on the reserves referred to above), the General Meeting shall resolve to
distribute them, wholly or in part, to the shareholders as dividends, to allocate them to the reserves, or to carry them forward.

The General Meeting shall have the power to grant the shareholders an option to receive all or part of the dividend made available for distribution or
advances against dividends in the form of cash or scrip, in accordance with the conditions laid down by law.

The Management Board shall have the power to distribute advances on dividends prior to the approval of the annual accounts, in accordance with the
conditions laid down by the law.

Article 24Winding
  upLiquidation
  
       At
  the end of the life of the Company or in the event of earlier winding up, the
  General Meeting shall determine the method of liquidation and shall appoint
  and determine the powers of one or more liquidators, who shall discharge their
  functions in accordance with the law.

Article 25Disputes 
       Any
  dispute which may arise during the life of the Company, or after winding up
  during the course of the liquidation operations, whether between the shareholders,
  the bodies responsible for management or administration, and the Company, or
  between the shareholders themselves in relation to business matters or the execution
  of the provisions of these Articles of Association, shall be referred to the
  jurisdiction of the competent courts.

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