SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment 1)*
ALSTOM
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(Name of Issuer)
Ordinary Shares, nominal value(euro)1.25
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(Title of Class of Securities)
021244108
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(CUSIP Number)
January 23, 2004
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(Date of Event which requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d - 1(b)
[X] Rule 13d - 1(c)
[ ] Rule 13d - 1(d)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in prior cover page.
The information required in the remainder of this cover page shall be
deemed to be "filed' for the purpose of section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
CUSIP No. 021244108 13G Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Banque Federale des Banques Populaires S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 22,962,864
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
22,962,864
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,962,864
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
12 TYPE OF REPORTING PERSON*
CO
CUSIP No. 021244108 13G Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Natexis Banques Populaires S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 22,962,864
REPORTING
PERSON WITH 7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
22,962,864
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,962,864
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.8%
12 TYPE OF REPORTING PERSON*
CO
CUSIP No. 021244108 13G Page 4 of 7 Pages
Item 1(a). Name of Issuer:
ALSTOM
Item 1(b). Address of Issuer's Principal Executive Offices:
25, avenue Kleber, 75116 Paris, France
Item 2(a) Name of Person Filing:
Banque Federale des Banques Populaires S.A.
Natexis Banques Populaires S.A.
Item 2(b). Address of Principal Business Office or, if None, Residence:
Banque Federale des Banques Populaires S.A. has its registered
office at 5, rue Le Blanc, 75015 Paris, France
Natexis Banques Populaires S.A. has its registered office at 45,
rue Saint-Dominique, 75007 Paris, France
Item 2(c) Citizenship:
See Item 4 of Cover Pages.
Item 2(d) Title of Class of Securities:
Ordinary Shares, nominal value(euro)1.25
Item 2(e) CUSIP Number:
021244108
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: See Item 9 of Cover Pages
(b) Percent of class: See Item 11 of Cover Pages
(c) Number of shares as to which the person has:
(i) Sole power to vote or direct the vote:
See Item 5 of Cover Pages
(ii) Shared power to vote or direct the vote:
See Item 6 of Cover Pages
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of Cover Pages
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of Cover Pages
CUSIP No. 021244108 13G Page 5 of 7 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting persons has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |X|
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Please see Exhibit I
Item 9: Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 021244108 13G Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
January 27, 2004
/s/ Francois Casassa
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By: CASASSA Francois
Title: General Secretary
CUSIP No. 021244108 13G Page 7 of 7 Pages
Table of Exhibits
Exhibit I Identification and Classification of Members of the Group
Exhibit II Joint Filing Agreement between Banque Federale des Banques
Populaires S.A. and Natexis Banques Populaires S.A.