SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

April 23, 2004

36-38, avenue Kléber
75116 Paris, France
(Address of principal executive offices)

Form 20-F     X          Form 40-F         

Yes               No     X      

EXPLANATORY NOTE

        Veolia Environnement (the “Company”) has published an information memorandum (note d’information) that was approved by the French Autorité des marchés financiers on April 14, 2004 under No. 04-278, relating to the Company’s share repurchase program. This Report on Form 6-K contains a free translation of the note d’information.

Translation – For Information Purposes Only

Information memorandum on the share repurchase program

to be authorized by the General Shareholders’ Meeting

of May 12, 2004

In accordance with COB Regulation No. 98-02 of September 6, 1998, as amended by Regulation Nos. 2000-06, 2003-02 and 2003-06, this information memorandum describes the objectives and procedures of Veolia Environnement’s new share repurchase program, which is expected to be authorized at the General Shareholders’ Meeting to be held on May 12, 2004, as well as the potential effects of the program on shareholders.

SUMMARY OF THE PROGRAM

Veolia Environnement is a leading player in environmental services: water, waste management, transportation and energy services. The Company provides services in France and abroad to public authorities and industrial and commercial companies.

Company shares are registered for this offering on the Premier Marché of Euronext Paris. The Company’s ISIN code is FR 0000124141 – VIE.

The Company has not completed any market-making or liquidity agreements.

SUMMARY OF PREVIOUS PROGRAMS

The General Shareholders’ Meeting held on June 21, 2000, in accordance with both the draft and final prospectus for listing on the Premier Marché, as approved by the Commission des Opérations de Bourse under n° 00-1151 on June 24, 2000 and n° 00-1303 on July 19, 2000, respectively, authorized the Management Board to implement a share repurchase program.

Pursuant to this authorization, from July 20, 2000 to April 26, 2001, Veolia Environnement purchased 2,391,402 of its own shares on the market at an average price of € 42.28 and sold 991,872 shares.

The General Shareholders’ Meeting held on April 27, 2001 authorized the Management Board to implement a new share repurchase program, in accordance with the information memorandum approved by the Commission des Opérations de Bourse on March 14, 2001 under No. 01-226.

Pursuant to this authorization, from April 27, 2001 to April 3, 2002, Veolia Environnement purchased 3,885,581 of its own shares on the market at an average price of € 41.35 and sold 85,000 shares at an average price of € 38.

The General Shareholders’ Meeting held on April 25, 2002 authorized the Management Board to implement a new share repurchase program, in accordance with the information memorandum approved by the Commission des Opérations de Bourse on April 5, 2002 under No. 02-331.

Pursuant to this authorization, from April 26, 2002 to March 1, 2003, Veolia Environnement repurchased 3,897,846 shares on the market, representing 0.96% of the Company’s share capital as of December 31, 2002. This repurchase included 3,624,844 shares purchased from Vivendi Universal on December 24, 2002 pursuant to an agreement dated November 24, 2002, in the context of a sale by Vivendi Universal of its interest in Veolia Environnement. As a result of this transaction, Veolia Environnement has an option to purchase an equal number of shares, i.e. 3,624,844 shares, from Vivendi Universal that can be exercised at any time between December 24, 2002 and December 23, 2004 inclusive for a purchase price of € 26.50 per share, subject to customary adjustments for transactions affecting Veolia Environnement’s share capital.

The General Shareholders’ Meeting held on April 30, 2003 authorized the Management Board and, after April 30, 2003, the Board of Directors to implement a new share repurchase program, in accordance with the information memorandum approved by the Commission des Opérations de Bourse on April 9, 2003 under No. 03-246.

Summary of transactions effected by the Company in its shares between May 1, 2003¹ and March 1, 2004 (program approved by the COB under No. 03-246 on April 9, 2003)

As part of the program approved by the General Shareholders’ Meeting held on April 30, 2003 (COB No. 03-246) and until March 1, 2004, transactions involving shares of the Company were as follows:

* Purchase options from which the Company benefits following the share reclassification conducted by Vivendi Universal on November 24, 2002, which took effect on December 24, 2002 (cf. above). These options are exercisable at any time between December 24, 2002 and December 23, 2004 inclusive.

** These purchase options are exercisable on May 5, 2004 (cf. above).

*** Subject to customary adjustments for transactions affecting the share capital of Veolia Environnement.

The above share purchases and sales were conducted to realize three principal program objectives, namely:

As at March 1, 2004, Veolia Environnement held a total of 9,160,767 shares, representing 2.26% of the Company’s share capital. At that date, no shares were held, directly or indirectly, by subsidiaries of Veolia Environnement. Of this total:

In order to continue to effect transactions in its own shares, Veolia Environnement has decided to renew the share repurchase program approved by the General Shareholders’ Meeting held on April 30, 2003.

Currently, Veolia Environnement contemplates several possible uses for repurchased shares. In order of decreasing priority, these include:

We note that, because Veolia Environnement’s strategy is to pursue development and growth, the Company does not currently foresee the cancellation of shares that it might hold.

II — Legal framework

The implementation of this program, pursuant to provisions in Articles L.225-209 et seq. of the French Commercial Code, is subject to approval of the following two resolutions at the General Shareholders’ Meeting to be held on May 12, 2004:

Ordinary General Meeting

“Sixth Resolution: Authorization for the Board of Directors to trade in the Company’s shares

The General Meeting, acting in accordance with the quorum and majority criteria required for ordinary general meetings, and having taken formal note of the report of the Board of Directors and the information memorandum approved by the Autorité des marchés financiers, authorizes the Board of Directors, in accordance with the provisions of Article L.225-209 et seq. of the French Commercial Code, to purchase or sell the Company’s shares to realize the following objectives, in decreasing order of priority:

Purchases of the Company’s shares may relate to a number of shares as follows:

Shares may be sold, bought or transferred at any time (including during tender offer periods) and by any method, on the market or over-the-counter, including by block trades of securities (without limit to the proportion of the share repurchase program that may be carried out by this method), or through the use of options or other financial derivatives traded on a regulated market or over-the-counter or by issuing securities entitled by conversion, exchange, redemption, exercise of a warrant or otherwise to shares of the Company held by the Company.

The maximum purchase price of the shares under this resolution shall be EUR 32.5 per share (or the equivalent of such amount on the same date in any other currency), which maximum price shall apply only to acquisitions decided on from the date of this meeting and not to future transactions entered into pursuant to an authorization granted by a prior General Meeting that provide for acquisitions of shares after the date of this meeting.

The total amount allocated to the share repurchase program authorized above may not exceed EUR 1 billion.

This authorization replaces any prior authorization granted to the Board of Directors to trade in the Company’s shares, effective from this day and for the value of any unused portion of any prior authorization. It is granted for a period of eighteen months from this day.

The General Meeting grants the Board of Directors, in case of modification of the par value of the share, an increase in capital through incorporation of reserves, the granting of free shares, division or grouping of securities, distribution of reserves or any other assets, amortization of capital or any other equity transaction, the authority to adjust the aforementioned purchase or sale price in order to take into account the objective effect of such transactions on the share’s value.

The General Meeting grants all powers to the Board of Directors, including the ability to sub-delegate its powers under conditions of law, to decide upon and implement this authorization, to specify the terms thereof, if necessary, and to decide upon the conditions thereof with the right to sub-delegate under conditions of law the completion of the share repurchase program and, in particular, to make any stock exchange order, to enter into any agreement, with a view to maintaining share purchase and sale registers, to make all declarations to the Autorité des marchés financiers and any other authority that may take its place, to perform all formalities and, generally, to take all necessary actions.”

Extraordinary General Meeting

“Thirteenth Resolution: Authorization for the Board of Directors to decrease the share capital by cancellation of shares held by the Company
The General Meeting, acting in accordance with the quorum and majority criteria required for extraordinary general meetings, and having taken note of the report of the Board of Directors and the Auditors’ Special Report, authorizes the Board of Directors to decrease the share capital, on one or more occasions, in any proportion and at any time that it may decide, by cancellation of any quantity of shares held by the Company that it may decide within the limits established by the law, pursuant to the provisions of Articles L.225-209 et seq. of the French Commercial Code.

The maximum number of shares that may be cancelled by the Company pursuant to this authorization, during a period of twenty-four months, is ten percent (10%) of the shares forming the Company’s share capital; it being recalled that this limitation shall apply to the Company’s share capital as adjusted, if necessary, to reflect transactions affecting the share capital subsequent to this General Meeting.

This authorization replaces any prior authorization granted to the Board of Directors to decrease the Company’s share capital through cancellation of treasury shares, effective from this day and up to the amount of any unused portion of any prior authorization. It is granted for a period of twenty-six months from this day.

The General Meeting grants all powers to the Board of Directors, with an option to sub-delegate, to carry out the operation(s) of cancellation and decrease of capital that may be carried out pursuant to this authorization, and consequently to modify the articles of association and to perform all formalities.”

III — Procedures

1.      Maximum amount of capital that can be acquired and maximum amount payable by Veolia Environnement

These purchases will be made in compliance with legal and regulatory provisions, including the rules relating to trading by issuers in their own shares set forth in Regulation Nos. 90-04, 2000-6 and 2003-06 of the Commission des Opérations de Bourse.

Veolia Environnement may hold a maximum of 10% of its share capital, which amounts to 40,507,051 shares as of the date hereof. Based on the total number of shares held by Veolia Environnement as of March 1, 2004 (i.e., 9,160,767 shares, plus the 3,624,844 shares underlying the purchase options acquired from Vivendi Universal in December 2002, for a total of 12,785,611 shares), the maximum number of shares that may be repurchased pursuant to this program (assuming all purchase options have been exercised) is 27,721,440 shares, or 6.84% of share capital, excluding the cancellation of treasury shares. The maximum purchase price is € 32.50 per share and the minimum sale price is € 17.00 per share. As a result, Veolia Environnement may be liable for a total maximum purchase price of € 900,946,800 assuming a repurchase of 27,721,440 shares at the maximum purchase price.

The Company undertakes to remain within the limit of direct or indirect holdings of 10% of share capital at all times.

The maximum authorized global amount of the share repurchase program may not exceed € 1.0 billion.

For information, the amount of available reserves (including share capital premium and required reserves) accounted for as liabilities in the most recent annual financial statements was € 3,300,126,815 as of December 31, 2003. In compliance with applicable law, the program amount may not exceed the amount of such available reserves until the approval of the financial statements for close of the current fiscal year.

2.       Repurchase procedures and maximum portion of share capital that can be acquired through block trades

Shares may be bought or sold at any time (including during tender offer periods) within the limits permitted by stock exchange authorities, and by any means, in particular through block trades, stock options, combinations of derivative financial instruments or securities that provide rights to acquire shares, within the holding limit of 10% of share capital, or 40,507,051 shares as of this date. Veolia Environnement will aim not to increase share price volatility in the case where futures instruments are used.

Veolia Environnement reserves the right to complete the program by acquiring blocks of shares, except as regards the first two objectives described in Section I (Objectives of the share repurchase program and use of repurchased shares), i.e. purchases and sales according to market conditions and stabilization transactions.

 Any use of the repurchase program to finance acquisitions shall comply with COB Regulation No. 90-04, as amended.

3.        Information regarding derivatives

As part of its repurchase program, Veolia Environnement intends to use derivatives and options to optimize the value of its portfolio. The Company may therefore buy and sell calls or puts, enter into performance swaps or use any other derivative which it considers necessary and adequate.

These transactions are initiated by the group finance department, more precisely by the markets department. They are recorded in the valuation and ad-hoc control system. These valuations and controls are under the responsibility of the back-middle office department, in accordance with the task separation rules in force on the financial markets. Finally, the transactions are submitted for the authorization of group management. Such authorization specifies a limit on the amount of the transaction, and depends on the capacity for computerized management of the planned transaction, and on the existence of ad-hoc reporting allowing evaluation of the risk taken and income generated.

4.        Duration and calendar for the repurchase program

In accordance with Article L.225-209 of the French Commercial Code and the Sixth Resolution that will be submitted to the General Shareholders’ Meeting to be held on May 12, 2004, this repurchase program is effective for an 18-month period starting from the date of said Meeting (i.e., until November 12, 2005).

In accordance with Article L.225-209 of the French Commercial Code and the Thirteenth Resolution that will be submitted to the General Shareholders’ Meeting to be held on May 12, 2004, repurchased shares can only be cancelled up to a limit of 10% of share capital over a period of 24 months.

5.       Repurchase program financing

These acquisitions will be financed in part by Veolia Environnement’s net cash, which on December 31, 2003 totaled € 1,535,039,434, and, if market conditions allow, by any means of financing available to the Company, including issues of debt instruments or bonds and/or the use of bank credit lines. For information, shareholders’ equity amounted to € 9,408,020,940 and financial debt was € 11,111,225,288 as of December 31, 2003.

IV -   Factors used to evaluate the effect of the program on the financial position of Veolia Environnement

        The effect of the share repurchase program on Veolia Environnement’s financial statements was calculated, on an indicative basis, using the consolidated financial statements for the year ended December 31, 2003 and taking the following assumptions into consideration:

The following table summarizes the effect of the program on the financial position of Veolia Environnement:

⁽¹⁾     Calculated in accordance with opinion no. 27 (§ 6) of the Ordre des Experts Comptables (Professional Accountants Association), i.e. after the deduction of 4,747,518 repurchased shares charged as a reduction in consolidated capital.

⁽²⁾     In accordance with opinion no. 27 (§ 3) of the Ordre des Experts Comptable: when the income per share is negative, the shares may not be considered diluted.

V – Taxation

        Investors should note that the information contained in this information memorandum is only a summary of the applicable tax law pursuant to legislation effective as of the date hereof, specifically as set forth in the French Tax Code (Code Général des Impôts or CGI). Investors should consult with their own counsel in respect of their particular tax circumstances.

        Non-residents for tax purposes should comply with tax law applicable in their jurisdictions subject to the application of any tax treaties signed between France and their country of residence.

For Veolia Environnement

The repurchase of its shares by Veolia Environnement has no effect on its taxable income.

The revaluation of shares between the date of repurchase and that of their cancellation does not generate a gain for tax purposes. However, if Veolia Environnement does not cancel repurchased shares and resells or transfers such shares at prices that differ from their repurchase price, taxable income will be affected by the amount of realized gains or losses.

For Selling Shareholders

When share repurchases are made by a corporation pursuant to a repurchase plan (Articles L.225-209 to L.225-212 of the French Commercial Code), Article 112-6 of the CGI provides that the monetary sums or other value received by selling shareholders are subject to taxes on capital gains.

Gains realized by entities that are subject to corporate taxation are subject to professional capital gains taxes (Article 39 of the CGI) at rates of 19% or 33.3%, depending on the rate at which the seller is taxed (long- or short-term capital gains), in addition to corporate tax payments.

Gains realized by an individual in connection with management of his or her private assets are in principle subject to the regime described by Articles 150-OA to 150-OE of the CGI. According to this regime, capital gains are taxable at a rate of 16% (26% with corporate withholdings) if the annual overall amount of sales made exceeds € 15,000.

Gains realized by individuals not physically residing in France or domiciled outside France (without an establishment or fixed base in France that records the shares on its balance sheet) and who have not beneficially held more than a 25% interest in the Company at any time during the last five years immediately preceding the sale, directly or indirectly, individually or in the aggregate with family members, are not subject to taxation in France (Articles 164B.f and 244 bis B and C of the CGI).

VI — Veolia Environnement’s share capitalCurrent Share Capital

Veolia Environnement’s share capital amounted to 405,070,515 shares, par value € 5 per share, as of March 1, 2004.

Current breakdown of share capital and voting rights
To the best of Veolia Environnement’s knowledge, its share capital was held as follows as of December 31, 2003:

* In addition, Veolia Environnement holds options allowing it to acquire 3,624,844 of its own shares for a price of € 26.50 per share, subject to customary adjustments for transactions affecting its share capital; these options may be exercised at any time between December 24, 2002 and December 23, 2004 inclusive.

** The number of treasury shares as at March 1, 2004 was 9,160,767 (or 2.26% of share capital), which is slightly lower than the number on December 31, 2003, taking account of sales and transfers conducted in January and February 2004.

To the best of Veolia Environnement’s knowledge, there is no shareholders’ agreement relating to its shares other than that concluded as part of Vivendi Universal’s sale of its interest in the Company, published under CMF No. 203C0104 on January 27, 2003.

To the best of Veolia Environnement’s knowledge, each of the following shareholders directly or indirectly holds 5% or more of the share capital and voting rights:

-     Vivendi Universal,
-     Caisse des Depots et Consignations,
-     GROUPAMA / GAN.

Potential Dilution

On December 17, 2001, the Company issued 346,174,955 warrants for free to its shareholders at a rate of one warrant per share held. These warrants may be exercised at any time until March 8, 2006. Following the adjustment effected on August 2, 2002 to take account of the Company’s share capital increase on that date, which maintained preferential subscription rights, seven warrants now allow the holder to subscribe for 1.009 Company shares (par value € 5 per share) for a price of € 55. As of December 31, 2003, 99,526 of these warrants had been exercised, resulting in 14,218 new Veolia Environnement shares and a corresponding share capital increase of € 71,090.

Furthermore, a total of 13,112,105 shares may be issued by the exercise of warrants existing as at December 31, 2003 (after legal adjustments to take into account transactions affecting share capital). Of this total, after legal adjustments, 3,526,446 options are exercisable from February 9, 2004 (exercise price: € 41.25), 4,419,059 options are exercisable from January 29, 2006 (exercise price: € 37.25), and 5,166,600 options are exercisable from March 24, 2007 (exercise price: € 22.50). No options had been exercised as at March 1, 2004.

As at March 1, 2004, if all of the warrants in circulation as well as the 3,526,446 options mentioned above had been exercised, 53,410,747 new shares would have been issued, representing a dilution of 13.18% in case of exercise.

VII – Intentions of the Company’s controlling persons

To the knowledge of the Company, no shareholder has indicated to Veolia Environnement its intention to intervene in the context of the share repurchase program. VIII – Recent developments

On February 11, 2004, Veolia Environnement published its consolidated revenue for fiscal year 2003 in the Bulletin des Annonces Légales Obligatoires (BALO), which amounted to € 28.6 billion (excluding assets sold in 2002 and 2003).

The Company’s annual financial statements were included in a press release published on March 8, 2004. Consolidated net income amounted to a loss of € 2,055 million for fiscal year 2003.

IX — Person who takes responsibility for the information memorandum

To our knowledge, this information memorandum does not contain any untrue statements of fact or any omissions that would make any such statements misleading, and includes all information necessary for investors to evaluate Veolia Environnement’s share repurchase program.

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 23, 2004