Filed by Vivendi Universal, S.A.
                                                Pursuant to Rule 425 under the
                                                Securities Act of 1933
                                                Deemed filed under Rule 14a-12

                                                Subject Company:, Inc.
                                                Registration Statement
                                                File Number: 333-64754

[Vivendi Universal Logo]
                                                                 July 23, 2001
                      QUARTER AND FIRST HALF 2001 RESULTS

o    In the course of the first half of 2001, Vivendi Universal achieved three
     quarters of its full-year target of incremental EBITDA (nearly 800
     million euros excluding Maroc Telecom, relative to the company's target
     of slightly more than 1 billion euros).
o    In the first half of 2001, revenues increased to 12.4 billion euros (up
     15%(1)), and EBITDA grew to 2.2 billion euros (up 77% over 2000
     comparable period).
o    During a strong second quarter, revenues increased 16%(1) to 6.6 billion
     euros, and EBITDA grew 57% to 1.3 billion euros.
o    Excluding Maroc Telecom, revenue growth was 8%(1), and EBITDA growth was
     35% for the second quarter. For the first half of 2001, revenues were up
     11%(1) and EBITDA was up 62%.

     PARIS, JULY 23, 2001 - Vivendi Universal [PARIS BOURSE: EX FP; NYSE: V]
     today announced that for the second quarter of 2001 ended June 30, 2001,
     EBITDA (earnings before interest, taxes, depreciation and amortization)
     increased to 1.3 billion euros, and revenue growth was 16%(1) versus the
     pro forma results of the comparable period last year. Excluding Maroc
     Telecom consolidated for the first time this quarter, revenue growth was
     8%(1) and EBITDA growth was 35%. For the first half of 2001, the company
     generated strong EBITDA growth of 77% to 2.2 billion euros versus pro
     forma results for the first half of the prior year (62% excluding Maroc
     Telecom). Revenues for the same period were 12.4 billion euros,
     reflecting a 15% increase over the pro forma first half 2000, excluding
     Universal Studios Group Filmed Entertainment, and 11%(1) overall
     excluding Maroc Telecom.

                           CEO OVERVIEW OF RESULTS

     "The results produced by Vivendi Universal in the second quarter are well
     ahead of market consensus," said Jean-Marie Messier, Chairman and Chief
     Executive Officer of Vivendi Universal. "They confirm the robustness of
     our businesses, with limited exposure to advertising; the benefits of a
     truly global position; and the fast progress of the reorganization and
     implementation of our recent merger.

     "With three quarters of the 'aggressive' incremental EBITDA target for
     the full year 2001(2) already achieved in the first half of the year, I
     can only re-emphasize our confidence. We will at least meet our stated

     "Obviously, our current stock price does not fully reflect this situation
     in terms of EBITDA multiples or Enterprise Value to EBITDA to growth.
     With the highest growth rates of the industry and the lowest multiples,
     our stock is definitely an attractive investment today.

     1. Excluding Universal Studios Group (USG) Filmed Entertainment
     2. 1.12 billion euros of incremental EBITDA, or 35%, over the pro forma
     2000 guidance provided last October and slightly above 1 billion euros of
     incremental EBITDA over the final 2000 results

     "The first half has been a period of total operational focus in each of
     our businesses, while completing significant achievements in the
     implementation of the merger, reorganization and execution of our

     "For operations in the second quarter, I am particularly pleased and
     satisfied to see that:

     MUSIC has been able, in a weak market, to slightly increase its revenues,
     continue to strengthen its leadership, both through releases and
     successful cross-border sales. These factors, coupled with management's
     continued focus on cost reductions, produced strong double-digit EBITDA

     PUBLISHING faced, in the second quarter, an expected slow down, mainly
     due to the lack of major game releases (compared to the second quarter
     last year) and seasonality of trade shows. Diablo II was successfully
     released in the second quarter of last year. Our education division has
     been very strong, however, and everything today indicates that Publishing
     EBITDA next quarter is likely to be back to significant double-digit

     IN TV & FILM, Canal + continued its turn-around in the second quarter
     with 11% revenue growth; a 30% increase of its digital subscriber base
     (on 12 months) and 26% growth in EBITDA. A Canal+ reorganization in
     France is currently being implemented. Restructuring of Canal+
     international activities is well on its way in Italy and the Nordic
     Universal Pictures continued its pace and momentum creating very strong
     EBITDA growth. The Mummy Returns has exceeded $400 million in worldwide
     box office receipts and The Fast and the Furious has grossed
     approximately $125 million in North American box office receipts since
     its release in late June. Jurassic Park III had a very strong opening in
     North America over the past five days with an estimated $80 million in
     box office receipts;

     TELECOMS had an excellent quarter in terms of acquisitions of new
     customers and profitability. The 39% EBITDA margin of SFR for the first
     half of 2001 is a direct benefit of management's focus to continually
     optimize market share and profitability. Customer acquisition costs
     continue to decrease. Churn is being maintained at a level of 2%;

     INTERNET performance is on track relative to our 2001 target. In terms of
     audience - in the U.S. and Europe - Vivendi Universal will rank eleventh,
     and second amongst media companies, once the acquisition is

     Mr. Messier added: "I am also pleased to see that these strong
     operational results combined with our initial revenue synergies:

     WITHIN OUR CONTENT BUSINESSES: The success of our sequel film The Mummy
     Returns was extended across our businesses as we created a soundtrack, an
     interactive game, a book, a theme park experience, a TV series, consumer
     products and a spin-off film, The Scorpion King. Jurassic Park III is
     another example of how an already successful franchise continues to build
     across the company;

     BETWEEN CONTENT AND ACCESS: In the first half of the year, we prepared
     for the launch of a mobile telephony service, "Universal Mobile Music," a
     service to be offered to young users in the French market this September;

     A NUMBER OF CROSS-MARKETING INITIATIVES are currently under review.
     "Finally, the implementation of our strategy has progressed significantly
     in the first half of the year:

     By acquiring a worldwide leadership position in education through
     Houghton Mifflin Company, whose prospects for the rest of the year are
     excellent. Our integration is already under way. We are essentially where
     we wanted to be within our content businesses;

     By putting in place the essential elements for the successful launch of
     pressplay, an on-demand music subscription service created by Universal
     Music Group and Sony Music Entertainment;

     By proposing to acquire, which offers Vivendi Universal a large
     audience of dedicated music fans, a robust distribution platform and

     the-art technology;

     By creating distribution agreements for pressplay with Yahoo!,
     Microsoft's MSN, and;

     By consolidating our Internet properties, at low cost, and by
     strengthening our presence in Internet distribution and technology with
     the acquisitions of Uproar and;

     By supporting USA Networks, Inc.'s development with Expedia and NLG;

     "We will continue to focus on our distribution reach, not only for music,
     but for video-on-demand (VOD) and all our content businesses. Our
     businesses are strong and global enough to focus first on commercial
     agreements and partnerships, as we have demonstrated during our first six

     "I, along with the rest of our management team, have confidence in the
     momentum which exists today at Vivendi Universal, delivering on the
     promises of the merger. Our strong global positions will allow us to
     continue to strengthen our content leadership and our distribution reach,
     as well as to aggressively cross-market our products. On that basis, our
     prospects of growth are more attractive relative to the rest of the
     industry," Mr. Messier concluded.


                                         Quarter Ended     First Half Ended
                                            June 30,           June 30,
                                        2001    2000 Pro    2001    2000 Pro
                                       Actual    Forma     Actual    Forma
                                                  (b)                 (b)
          Music                         1,540      1,533    2,986      2,933

          Publishing                      794        846    1,611      1,569

          TV & Film                     2,248      2,084    4,325      4,092

          Telecoms                      1,983      1,312    3,478      2,465

          Internet                         27         13       46         15

          MEDIA &
          COMMUNICATIONS                6,592      5,788   12,446     11,074

          Holding and
          Corporate                         -        (2)        -          -

          TOTAL MEDIA &
          COMMUNICATIONS                6,592      5,786   12,446     11,074

          Music                           271        232      451        389

          Publishing                      120        119      223        201

          TV & Film                       314        171      598        292

          Telecoms                        703        414    1,136        554

          Internet                        (39)       (42)     (88)       (60)

          MEDIA &
          COMMUNICATIONS                1,369        894    2,320      1,376

          Holding and
          Corporate                       (64)       (64)    (115)      (127)

          TOTAL MEDIA &
          COMMUNICATIONS                1,305        830    2,205      1,249

     (a) US GAAP based, with exception of certain TV & Film operations, which
     are stated in French GAAP.

     (b) Pro forma results include the acquisition of Seagram and exclude
     France Loisirs (which is not consolidated in 2001).


     MUSIC: In the second quarter, Universal Music Group (UMG) generated
     double-digit EBITDA growth of 17% to 271 million euros, reflecting strong
     performances in the U.S., Japan, and in UMG's music publishing business.
     This was primarily due to improved margins in the product mix and
     increased sales of catalog product, a slight decline in overall A&R costs
     and the increased contribution from music publishing. Revenues were flat
     in the second quarter, versus a very strong comparable quarter in 2000
     and in spite of an adverse business environment, including overall market
     declines since the beginning of the year in the U.S. and in two of the
     company's larger international markets: Brazil and Germany. Universal
     Music Group recorded a strong performance in 2001, with first-half
     revenue growth of 2% and EBITDA growth of 16%. UMG market share in the
     first half versus the comparable period last year has increased in Japan
     and the U.K. and essentially remained constant in the U.S.

     Major album sales in the quarter included those by Blink 182, D-12,
     Moulin Rouge (original soundtrack), Shaggy and Bon Jovi's live album,
     among others. This compared to a very strong quarter in 2000, which
     included best selling titles by Eminem and Bon Jovi's studio album. Once
     again in the second quarter of 2001, the strength of UMG's catalog was
     demonstrated with 1.4 million units shipped of the Very Best of Bob
     Marley. Second half 2001 scheduled releases include albums by Elton John,
     Andrea Bocelli, Sheryl Crow, DMX, Brian McKnight, The Cranberries, Aqua,
     Mary J. Blige and Enrique Iglesias.

     Vivendi Universal and UMG continue to pursue strategic initiatives to

     music content online to consumers. Over the last few months, these
     initiatives included:

o    pressplay: A joint venture between UMG and Sony Music Entertainment,
     pressplay is a music service company created to offer on-demand online
     music subscription services through affiliates, including Yahoo!,
     Microsoft's MSN and UMG, Sony Music Entertainment and other
     music companies will provide their music content to pressplay on a
     non-exclusive basis. The service is expected to launch in the U.S. later
     this summer.

o    Aggregation: With the announced acquisition of, the acquisition
     of EMusic, and the full ownership of GetMusic, UMG will have more
     combined traffic than any other music-based web destination.

o Through the acquisition of, UMG will have access to's technical knowledge and expertise in digital music distribution
     to the consumer.

     PUBLISHING: In the second quarter, Vivendi Universal Publishing (VUP -
     formerly Havas) reported a 6% decrease in revenues and a 1% increase in
     EBITDA versus 2000 pro forma results, due to the timing associated with
     the company's games division release schedule and seasonality impacts.
     The second quarter last year included the very successful release of
     Diablo II, partially offset this quarter by the success of the Diablo II
     expansion pack which ranked VUP first this June in the U.S. for PC game
     market. The impact of trade fair activity, which primarily occurs on a
     bi-annual basis, also weakened this quarter's results.

     The company's education and literature divisions performed very well in
     the second quarter with a 12% increase in revenues and almost a
     three-fold increase in EBITDA, primarily due to Jumpstart leading in
     market share, the launch of Adi5 and Adiboudchou, and a successful
     back-to-school program in Brazil which occurs in the first half of the
     company's calendar year. The Business-to-Business division sustained its
     performance in a weak advertising market, with EBITDA stable versus the
     prior year. The successful integration of Staywell and 3V (a U.S. patient
     education business) generated a good performance for the Health division.

     Vivendi Universal Publishing's first half revenues increased 3%, and
     EBITDA growth was 11% versus 2000 pro forma results for the comparable
     period. The company is evaluating the disposal of certain non-core
     businesses and focusing its activities in areas where Vivendi Universal
     is a market leader. Combined with the acquisition of Houghton Mifflin,
     the company expects VUP to contribute positively to revenue and EBITDA
     growth in the second half of 2001, with sound prospects for the upcoming

     Acquisition of Houghton Mifflin Company

     On July 6, 2001, Vivendi Universal successfully completed a cash tender
     offer of Houghton Mifflin Company, a leading U.S. educational publisher.
     To date, Vivendi Universal has acquired approximately 90% of Houghton
     Mifflin's outstanding shares. The total consideration approximates $2.2
     billion, including the assumption of Houghton Mifflin's average net debt
     of $500 million. The acquisition will be financed largely by the expected
     divestiture of VUP's Professional Information Division and free sheets.
     With this acquisition, VUP - already a leader in France, Spain and Brazil
     and with a very strong market share throughout Europe and Latin America -
     will be propelled to the #2 position worldwide in education publishing.
     The Houghton Mifflin acquisition will also significantly enhance VUP's
     position in the U.S. textbook market and will allow the immediate
     undertaking of synergies in production/logistics and corporate
     restructuring with other U.S. operations of VUP. Those synergies are
     expected to reach at least $75 million per year at the EBITDA level
     before the end of 2002. Houghton Mifflin's early 2001 results were good,
     and the company expects a strong second half.

     TV & FILM: In the second quarter of 2001, EBITDA from the TV & Film
     business increased 84% to 314 million euros. Revenues increased 11%,
     excluding the results of USG Filmed Entertainment, which increased 4%. In
     the first half of 2001, TV & Film EBITDA more than doubled to 598 million
     euros, and revenues, excluding USG Filmed Entertainment, increased 12%.

     At Universal Studios, EBITDA increased 193% to 169 million euros in the
     second quarter of 2001 from 58 million euros in the second quarter of
     2000. The significant improvement in EBITDA primarily reflects the solid
     performance of the motion picture business, including the success of The
     Mummy Returns, which has surpassed worldwide box office receipts of $400
     million. The Fast and the Furious has grossed North American box office
     receipts of approximately $125 million since its release in late June,
     and Jurassic Park III has reported an opening five-day box office
     estimate of $80 million. Universal also successfully extended its
     distribution agreement with DreamWorks SKG for five additional years.

     Universal Studios' recreation business reported improved earnings,
     primarily due to management fees earned from the new park - Universal
     Studios Japan - that opened on March 31, 2001. Following its grand
     opening at the end of March, Universal Studios Japan set a new attendance
     record with almost three million visitors in its first three months, and
     continues to attract unprecedented numbers of visitors and visitor
     spending at its theme park in Osaka.

     At Canal+, second quarter revenues increased 11%, primarily due to
     distribution activities (CanalSatellite and Telepiu), a growing
     subscriber base, higher ARPU (average revenue per user) and a continuous
     move from analog to digital subscriptions. Second quarter EBITDA
     increased 26% to 139 million euros, primarily reflecting distribution
     activities and StudioCanal.

     Canal+ Group reaffirms its position as the leading European pay-TV
     operator, and its # 1 position in Europe in digital television. Canal +
     digital subscribers increased 30% to 5.8 million year over year. In the
     movie business, StudioCanal received awards at the Cannes Film Festival,
     including the Golden Palm for Nanni Moretti's The Son's Room.

     The TV & Film division continued the reorganization of its different
     businesses to ensure growth and profitability:

     CANAL+ RESTRUCTURING: Vivendi Universal and News Corp. agreed to merge
     their pay television and digital distribution activities in Italy. In the
     Nordic countries, Canal+ Group sold its stake in the regional satellite
     platform Canal Digital, while securing a long-term exclusive distribution
     agreement for its Nordic premium channels. Canal+ Group also reorganized
     its French premium channel by implementing a restructuring process to
     reduce overheads and maximizing its attractiveness and the cost
     effectiveness of its unscrambled programming grid in order to compensate
     for an expected increase in sports rights costs.

     In movie and television production and distribution, Universal Pictures
     and StudioCanal were combined to create a unique global powerhouse in
     movie and television production and distribution. StudioCanal acquired a
     controlling interest in Expand, France's leading and Europe's
     third-ranked producer of TV programming, positioning the Group as a
     leader in TV production. The expected acquisition of the remaining
     publicly owned shares of StudioCanal will facilitate the continued
     implementation of synergies with Universal.

     TELECOMS: Telecoms has registered an excellent second quarter and half
     year. In the second quarter of 2001, revenues increased by 51%, and
     EBITDA grew by 70% versus the second quarter of 2000. Excluding Maroc
     Telecom, consolidated for the first time this quarter, revenue growth was
     23%, and EBITDA increased 24% versus the second quarter last year. In the

     first half of 2001, Telecoms reported revenue growth of 41% to 3.5
     billion euros and EBITDA growth doubled to 1.1 billion euros versus the
     first half last year. Excluding Maroc Telecom, EBITDA increased 71% on
     revenue growth of 26% in the first half compared to the same period last
     year. Telecoms achieved these results primarily through its largest
     subsidiary, Societe Francaise de Radiotelephone (SFR). In the quarter,
     SFR increased market share to 34%, reduced churn to 2.0%, decreased
     acquisition costs by 21% and stabilized ARPU. SFR's customer base
     increased by 640,000 customers in the second quarter to 11.2 million
     customers. In the first half, SFR has increased its EBITDA margin from
     29% for the comparable period in 2000 to 39% in 2001. SFR continued to
     focus on increasing revenues per customer by offering new services to
     customers. For example, data services now represent over 7% of billed
     revenues. The launching of a new Universal branded mobile telephony
     service - "Universal Mobile Music" - to young mobile users in the French
     market is expected this September.

     In May 2001, the French regulator awarded SFR a third generation UMTS
     (Universal Mobile Telecommunications System) license. SFR scored the
     highest criteria required from Telecom bidders. The definitive award by
     the French authorities is in progress.

     Cegetel's fixed telephone service had over 2.7 million lines (including
     35% of pre-selected lines) in operation by June 30, 2001, compared with
     2.0 million lines (including 2% of pre-selected lines) at the same period
     last year. Total voice volume in millions of minutes increased 62% versus
     the same quarter last year.

     Vivendi Universal acquired an interest in Maroc Telecom and began
     consolidating in the second quarter of 2001, as the company obtained
     controlling influence through board representation. The Morocco telephone
     market offers significant growth potential for the company's
     international Telecoms business.

     INTERNET: In the second quarter ended 2001, EBITDA losses declined to 39
     million euros. First half EBITDA losses were 88 million euros, of which
     19 million euros relate to sites Vivendi Universal plans to divest.
     Through Vivendi Universal Net, Internet-based activities are focused on
     achieving growth, primarily through selective investments, the strong
     internal growth of its subsidiaries and the development of applications
     with multiple sources of revenue.

     Preliminary studies by MMXI and Netratings estimate that, with the
     pending acquisition of, Vivendi Universal will be ranked 11th in
     Europe and the U.S. combined and ranked second amongst media companies,
     with over 23 million visitors and a 16% reach.

     Vizzavi is on track with more than 2 million registered customers. The
     service is already available in France, Germany, Greece, Italy, the
     Netherlands and the U.K. as a PC and WAP mobile portal, will extend to
     Portugal and Spain before the end of 2001 and is well placed to take
     advantage of growth expected in wireless services in 2002. In countries
     where Vizzavi has been launched, like the UK and Italy, Vizzavi has
     already established a proven track record of increasing SMS messaging and
     data usage per subscriber. For example, there were more than 600,000
     average daily page views in WAP in the U.K. and Italy in June.


     Vivendi Universal continues to aggressively integrate its business units
     in order to achieve synergies and create outstanding shareholder value.
     Revenue synergy development is well under way and ready for delivery in
     2002; however, the company is already delivering initial revenue synergy
     program results today. Vivendi Universal is focused on the tremendous
     opportunities that exist in leveraging each of the company's world-class

     content businesses through cross-promotion and development of content
     concepts across each of the company's businesses -- including the
     coordinated development and launch of games, music, film and publishing
     products for Vivendi Universal franchises, such as Jurassic Park III and
     The Mummy Returns. Leveraging content also crosses to Vivendi Universal's
     access businesses, including the development and introduction of mobile
     telephone services oriented toward a youth market and incorporating
     access to Vivendi Universal's rich content. The company optimizes
     distribution networks across businesses in order to increase
     revenue-generating distribution and minimize distribution costs.

     The company seeks strategic opportunities to further enhance its content
     and access businesses, such as the impending acquisitions of Houghton
     Mifflin and Such acquisitions provide further ability to utilize
     content across all distribution and development mediums, including
     Houghton Mifflin Publishing franchises, such as Curious George and Lord
     of the Rings, and the music distribution and technology development
     know-how of

     In addition to these true revenue-generating synergy activities, the
     company also remains focused on cost-savings synergy opportunities.
     During the first six months of 2001, annualized savings in areas of
     procurement, logistics, headquarters costs, and information technology
     have totaled nearly 200 million euros. The company remains confident that
     it will deliver over 400 million euros in annual cost savings by 2002.


     The unaudited results in this press release are presented on a French
     GAAP-basis for Canal+ and a U.S. GAAP-basis for all other businesses.
     This release is intended to be an interim report on the company's
     progress in achieving its full-year media and communications revenue and
     EBITDA targets. The company will release complete earnings information on
     half-year results ending June 30, 2001 late in September 2001. As
     previously indicated, Vivendi Universal will report unaudited U.S. GAAP
     financial results on a quarterly basis beginning in 2002.



     Vivendi Universal - Company Description

     communications business is divided into five business segments: Music,
     Publishing, TV and Film, Telecoms and Internet. The MUSIC business is
     conducted though Universal Music Group, which produces, markets and
     distributes recorded music throughout the world in all major genres.
     Universal Music Group also manufactures, sells and distributes video
     products in the United States and internationally, and licenses music
     copyrights in 63 countries worldwide. The PUBLISHING business is a
     worldwide content leader in its core markets: education/literature,
     games, and healthcare information. It provides content across multiple
     platforms, including print, multimedia, in the wired Internet and to PDAs
     via WAP (Wireless Application Protocol) technology. The TV AND FILM
     business produces and distributes motion picture, television and home
     video/DVD products worldwide, operates and has ownership interests in a
     number of cable and pay-TV channels, engages in the licensing of
     merchandising and film property rights and operates theme parks and
     retail stores around the

     world. The TELECOMS business provides a broad range of telecommunications
     services, including mobile and fixed telephony, Internet access and data
     services and transmission, principally in Europe. The INTERNET business
     manages the strategic Internet initiatives and new online ventures for
     Vivendi Universal. Utilizing advanced digital distribution technology,
     the Internet business develops e-commerce, e-services and thematic
     portals that offer access to the Internet via a variety of devices,
     including mobile phones, PDAs, interactive TV and computers. VIVENDI
     ENVIRONNEMENT is a 63-percent effectively owned subsidiary of Vivendi
     Universal, which operates the environmental services business, with
     operations around the globe. Vivendi Environnement provides environmental
     management services, including water treatment and system operation,
     waste management, energy services and power generation, and
     transportation services, to a wide range of public authorities and
     industrial, commercial and residential customers.


     This press release contains "forward-looking statements" as that term is
     defined in the Private Securities Litigation Reform Act of 1995. Such
     forward-looking statements are not guarantees of future performance.
     Actual results may differ materially from the forward-looking statements
     as a result of a number of risks and uncertainties, many of which are
     outside our control, including but not limited to: the risk that recently
     acquired operations will not be integrated successfully; that the
     synergies expected to be created as a result of recent acquisitions will
     not materialize; that Vivendi Universal will be unable to further
     identify, develop and achieve success for new products, services and
     technologies; that Vivendi Universal will face increased competition and
     that the effect on pricing, spending, third-party relationships and
     revenues of such competition will limit or reduce Vivendi Universal's
     revenue and/or income; that Vivendi Universal will be unable to establish
     and maintain relationships with commerce, advertising, marketing,
     technology, and content providers; and that Vivendi Universal will be
     unable to obtain or retain, upon acceptable terms, the licenses and
     permits necessary to operate and expand its businesses; as well as the
     risks described in the documents Vivendi Universal has filed with the
     U.S. Securities and Exchange Commission. Investors and security holders
     are urged to read those documents at the Commission's web site at Those documents may also be obtained free of charge from
     Vivendi Universal.

     Vivendi Universal and will file a definitive proxy
     statement/prospectus and other documents regarding the proposed merger
     between Vivendi Universal and with the U.S. Securities and
     Exchange Commission. Investors and security holders are urged to read the
     definitive proxy statement/prospectus when it becomes available, because
     it will contain important information about Vivendi Universal and
     and the proposed transaction. A definitive proxy statement/prospectus
     will be sent to security holders of seeking their approval of the
     transaction. Investors and security holders may obtain a free copy of the
     definitive proxy statement/prospectus (when available) and other
     documents filed by Vivendi Universal and with the SEC at the
     SEC's web site at, Vivendi Universal and their respective directors, executive
     officers and certain members of management and other employees may be
     deemed to be participants in the solicitation of proxies of
     stockholders to approve the proposed merger. Such individuals may have
     interests in the merger, including as a result of holding options or
     shares of stock. A detailed list of the names, affiliations and
     interests of the participants in the solicitation will be contained in
     the definitive proxy statement that will be filed with the SEC. The
     definitive proxy statement/prospectus and other documents may also be
     obtained free of cost by directing a request to Vivendi Universal's
     Investor Relations contacts (below) or, Investor Relations, Karen
     Silva, (858) 623-7222.


     Antoine Lefort

     Anita Larsen
     Mia Carbonell

     Ariane de-Lamaze

     Eileen McLaughlin