SecProbe.io

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November 5, 2004

Via Facsimile (011) (331) 73 04 10 10 and U.S. Mail

Nikolaos G. Andronikos
Sullivan & Cromwell
24 rue Jean Goujon
750008, Paris.

Re:	Thomson
	Schedule TO filed October 25, 2004
      File No. 5-58081

Dear Mr. Andronikos:

      We have reviewed the above-referenced filing and have the
following comments.

General

1. Pleased be advised the staff considers financial information
material to an option holder`s investment decisions.  Accordingly,
comply with Item 10 of Schedule T-O.   If Thomson intends to
incorporate such financial information by reference, Thomson must
include a statement to that effect and present the summary
financial information called for by Instruction 6 to Item 10 of
Schedule T-O.

Summary Term Sheet

2. We note your statement that the offer is "subject to a number
of conditions, including the conditions described in Section 6."
Please be advised you must describe all conditions to the offer.

Determination of Validity, page 9

3. Refer to your statement reserving the right to "waive any of
the conditions of the offer...with respect to...any particular
options or any particular option holder."  In the event you waive a
condition, you must waive it for all holders.  Please revise
accordingly.

4. The statement that "no one will be liable for failing to give
notice of any defects or irregularities" appears to be an
inappropriate limitation on liability.  Please revise to clarify
what is meant by "liable."

5. Refer to the statement that "you currently expect that you will
accept promptly after the expiration of the offer all properly
returned elections to exchange that have not been validly
withdrawn." This statement implies that you may choose to not accept
validly returned elections.  Please revise.

Interests of Officers and Directors, page 24

6. Please include the information required by 1008 of Regulation
M-A. We note that you refer to your Form 20-F.  Please be advised that
if you intend to incorporate your previous filings into the Schedule
TO in order to satisfy your disclosure obligation, you must state so
explicitly.

Material U.S. Federal and French income Tax Consequences, page 15

7. Please eliminate the statement that the discussion is a
"general description."  We believe this statement might suggest that
security holders may not rely on the description of material tax
consequences included in the offering document.

Additional Information, page 20

8. Please be advised that if you intend to incorporate your
previous filings into the Schedule TO, you must state so explicitly.

Forward-Looking Statements, page 21

9. We note your statement that you intend to utilize the "safe
harbor" provisions of the PSLRA. We remind you that statements
made in connection with tender offers are specifically excluded
from the safe harbor protections of the Private Securities Litigation
Reform Act of 1995.  See Section 21E(b)(2)(C) of the Exchange Act and
Regulation M-A telephone interpretation M.2 of the July 2001
Supplement to the Division of Corporation Finance`s Manual of
Publicly Available Telephone Interpretations.

10. Delete the statement that you "do not undertake any
obligation" to update information.  In that alternative, explain how
this position is consonant with your disclosure obligations.  See Rule
13-4(e)(3).

Closing Comments

      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, due to the omission of financial
statements, we believe a supplement needs to be sent to security
holders.

	In connection with responding to our comments, please
provide, in writing, a statement from all filing persons acknowledging
that:

* you are responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filing
or in response to our comments on your filing.

      Please direct any questions to me at (202) 942-1976.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

     						Sincerely,

						Michael Pressman
						Office of Mergers
						and Acquisitions

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