f-6-PRE


As filed with the Securities and Exchange Commission on June 5, 2009.       Registration No. 333-13972


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________________

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares


VEOLIA ENVIRONNEMENT

(Exact name of issuer of deposited securities as specified in its charter)


N/A

(Translation of issuer's name into English)


_____________________

(Jurisdiction of incorporation or organization of issuer)


THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)


One Wall Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Peter B. Tisne, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3010


It is proposed that this filing become effective under Rule 466

[ ]  immediately upon filing

[ ] on ( Date ) at ( Time ).

If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]











The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.







PART I


INFORMATION REQUIRED IN PROSPECTUS




Item - 1.

Description of Securities to be Registered




Cross Reference Sheet

Item Number and Caption

Location in Form of Receipt
Filed Herewith as Prospectus

1.

Name and address of depositary

Introductory Article

2.

Title of American Depositary Receipts and identity of deposited securities

Face of Receipt, top center

Terms of Deposit:

 

(i)   The amount of deposited securities represented by one unit of American Depositary Receipts

Face of Receipt, upper right corner

(ii)   The procedure for voting, if any, the deposited securities

Articles number 15, 16 and 18

(iii)   The collection and distribution of dividends

Articles number 4, 12, 13, 15 and 18

(iv)  The transmission of notices, reports and proxy soliciting material

Articles number 11, 15, 16 and 18

(v)   The sale or exercise of rights

Articles number 13, 14, 15 and 18

(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Articles number 12, 13, 15, 17 and 18

(vii)  Amendment, extension or termination of the deposit agreement

Articles number 20 and 21

(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

Article number 11

(ix)  Restrictions upon the right to deposit or withdraw the underlying securities

Articles number 2, 3, 4, 5, 6 and 8

(x)   Limitation upon the liability of the depositary

Articles number 14, 18, 21 and 25


3.  Fees and Charges

Articles number 7 and 8


Item - 2.

Available Information

Public reports furnished by issuer

Article number 11






PART II


INFORMATION NOT REQUIRED IN PROSPECTUS




Item - 3.

Exhibits


a.

Form of Amended and Restated Deposit Agreement dated as of ____________, 2009 among Veolia Environnement, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.

b.

Letter from the Depositary to Veolia Environnement dated _______, 2009 relating to pre-release activities. – Filed herewith as Exhibit 2.

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.

e.

Certification under Rule 466. – Not Applicable.


Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.








SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused  this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 5, 2009.


Legal entity created by the agreement for the issuance of depositary shares representing ordinary shares of Veolia Environnement.

By:

The Bank of New York Mellon,

As Depositary

By: /s/ Joanne F. DiGiovanni

Name:  Joanne F. DiGiovanni

Title:    Vice President





 






Pursuant to the requirements of the Securities Act of 1933, Veolia Environnement has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Paris, France, on June 5, 2009.

Veolia Environnement

By:  /s/ Henri Proglio
Name:  Henri Proglio

Title:    Chairman and CEO


Each person whose signature appears below hereby constitutes and appoints Henri Proglio and Alain Tchernonog, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on June 5, 2009.


/s/ Henri Proglio

Chairman and Chief Executive Officer and Director

Henri Proglio

(principal executive officer)



/s/ Thomas Piquemal

Executive Vice President in Charge of Finance  

Thomas Piquemal

(principal financial officer)



/s/ Pierre-Francois Riolacci

Director of Finance (principal accounting officer)

Pierre-Francois Riolacci



___________________________________

Director

Jean Azema



___________________________________

Director

Daniel Bouton



/s/ Jean-Francois Dehecq

Director

Jean-Francois Dehecq



___________________________________

Director

Pierre-André de Chalendar



___________________________________

Director

Augustin de Romanet de Beaune



___________________________________

Director

Jean-Marc Espalioux



/s/ Paul-Louis Girardot

Director

Paul-Louis Girardot



/s/ Philippe Kourilsky

Director

Philippe Kourilsky



/s/ Serge Michel

Director

Serge Michel



___________________________________

Director

Baudoin Prot



/s/ Georges Ralli

Director

Georges Ralli



___________________________________

Director

Paolo Scaroni



/s/ Louis Schweitzer

Director

Louis Schweitzer



/s/ Murray Stuart

Director

Murray Stuart



/s/ Brian Sullivan

Authorized Representative in the United States

Brian Sullivan





INDEX TO EXHIBITS



Exhibit

Number

Exhibit

 
   

1

Form of Amended and Restated Deposit Agreement dated as of __________, 2009, among Veolia Environnement, The Bank of New York Mellon, as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder.

 
   

2

Letter from the Depositary to Veolia Environnement dated __________, 2009 relating to pre-release activities.