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CORRESP
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  Thomson CORRESP

August 4, 2005

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

Attention:  Mr. Gopal Dharia

    Re:

    Thomson

    Form 20-F for the fiscal year ended December 31,
2004 (“Form 20-F”)

    Filed June 3, 2005

    File No. 1-14974

Dear Mr. Dharia:

Thank you for your comment letter on the above-referenced filing.
 Set forth below are the responses of Thomson to your comments
included in your letter from Larry Spirgel dated July 21, 2005.
 To facilitate your review, we have provided Thomson’s
responses immediately following each numbered comment.

This letter has been prepared in consultation with Ernst & Young
Audit, Thomson’s Auditors, and Sullivan & Cromwell LLP, our
U.S. counsel.

RESPONSES TO COMMENTS

Form 20-F for the year ended December 31, 2004

Item 5.  Operating and Financial Review and Prospects

Critical accounting policies, page 58

1. Please refer to your discussion of the net sales of each
division described on pages 26 to 42 and Note 1(e) on page
F-11.  Tell us in detail why you consider that your revenue
recognition policy and the allowance for doubtful accounts policy are
not critical accounting policies.  For additional guidance, please
refer to Item 5 of Form 20-F and the Implementation
Guidance to FR-60

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 issued by the SEC in January 2002.  Disclose in future
filings how accurate the estimates of the net realizable revenue have
been in the past, and provide sensitivity analysis depicting reasonably
likely scenarios had other variables been chosen in the determination
of your estimates.  Refer to SEC Interpretive Release
no. 33-8350 Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

In response to the Staff’s comment, Thomson has reviewed three
areas of accounting policy for consideration with a view to possible
disclosure as critical accounting estimates: accounting for warranty
and returns and licensing revenue recognition, both described in note 1
e) to its audited consolidated financial statements included in its
annual report on Form 20-F for 2004, and its accounting policy for
doubtful debts. Warranty reserve has been disclosed as a critical
accounting policy on page 59 of Thomson’s 2004 annual report on
Form 20-F.

After review of the guidance provided in the Commission’s
Release no. 33-8098/34-45907 on Proposed Rule: Disclosure in
Management’s Discussion and Analysis about the Application of
Critical Accounting Policies, Thomson concluded that neither the policy
concerning licensing revenue recognition nor that regarding allowance
for doubtful receivables should be considered as critical accounting
estimates in 2004 for the reasons described below.

Under the Release referred to above, an accounting estimate would be
required to be disclosed as critical if both of the following
conditions are met: (1) the accounting estimate required the registrant
to make assumptions about matters that are highly uncertain (i.e.,
dependent on events that are remote in time and that may or may not
occur, or not capable of being readily calculated from generally
accepted methodologies or derived with some degree of precision from
available data) at the time the accounting estimate was made, and (2)
different estimates that the registrant reasonably could have used in
the current period, or changes in the accounting estimates that are
reasonably likely to occur from period to period, would have a material
impact on the presentation of its financial condition, changes in
financial condition or results of operations.

(i) Revenue Recognition for Thomson’s Licensing Activity:

Thomson’s policy in relation to licensing revenue recognition
is to record revenue when it is earned pursuant to written signed
contracts with the licensee, usually covering a period of 3 to 5 years.
 Revenue is recorded based on estimates made quarterly on a
contract-by-contract basis.  These estimates are based on (a) the
per-unit-sold royalty rate provided under the related contract, (b)
past periods’ (quarterly, half-yearly, annually) revenue trends
from the relevant licensee in respect of the related contract or
underlying

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 products, (c) current market analyses on underlying product sales
by the relevant licensee, and (d) cash collection analyses performed on
the licensee. Thomson believes that these estimates are not dependent
on events that are remote in time and that they are capable of being
derived with a substantial degree of precision from available data.
 As a consequence, Thomson believes that such estimates do not
require Thomson to make assumptions about matters that are highly
uncertain.

In addition, Thomson reviews on a quarterly basis the difference
between estimated and actual revenue figures derived from cash
collected from licensees, and has concluded that these differences (and
therefore different estimates that it reasonably could have used or
changes in estimates reasonably likely to occur from period to period)
have no material impact on the presentation of its financial condition,
changes in financial condition or results of operations.  In 2004,
these differences between estimated and actual figures were less than
€ 5 million, i.e less than 1% of total licensing revenues.

Accordingly, Thomson believes that its licensing revenue recognition
policy did not constitute a critical accounting estimate at year-end
2004.

However, in response to the Staff’s comment, Thomson is
willing to provide in its annual report on Form 20-F for 2005 the
differences between accrued revenue and subsequent cash collection for
each of the fiscal years 2005, 2004 and 2003.

(ii) Allowance for Doubtful Receivables:

Thomson assesses allowances for doubtful receivables
on the basis of group accounting procedures, methodology and criteria,
such as ageing analysis and assessment of the creditworthiness of the
counterparty and certainty of the receivable (e.g., the existence of a
dispute or litigation making the recoverability questionable).
 Emphasis is placed on reflecting the actual economic conditions
of the relevant group entity in the specific local context in which it
operates.  Thomson does not accrue a general bad debt provision
determined on a statistical basis, but rather applies a case-by-case
analysis to each receivable based on historical trends and analysis of
the specific counterparty and receivable.  Thomson generates a
substantial part of its revenue from large, creditworthy groups and has
had no history of material losses from uncollected receivables.
 Further, in accordance with SAB 104, Thomson does not record
revenue from transactions where significant credit risks remain with
the seller.  The aggregate amount of allowances for doubtful
receivables as of December 31, 2004 and December 31, 2003 equals €
42 million and € 48 million, respectively, and represents a stable
amount of 3.4% and 3.5% of the trade accounts receivable gross,
respectively.  Thomson therefore believes that different estimates
that it reasonably could have used or changes in estimates reasonably
likely to occur from period to period would have no material impact on
the presentation of its

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financial condition, changes in financial condition
or results of operations.  Consequently, Thomson does not consider
its policy on allowances for doubtful receivables as a critical
accounting estimate.

However, in response to the Staff’s comment, Thomson is
willing to provide in its annual report on Form 20-F for 2005 the
differences between accruals for doubtful account and actual losses for
each of the fiscal years 2005, 2004 and 2003.

Financial Statements

Notes to the Consolidated Financial Statements

Note 1.  The Group and Summary of Significant
Accounting Principles

Note 1(d) Financial Instruments

2. Please disclose in future filings the circumstances under
which you hedge the marketable equity investments.

In response to the Staff’s comment, Thomson decides whether to
hedge marketable equity investments on a case-by-case basis and will
disclose this policy in its annual report on Form 20-F for 2005.

Note 29.  Subsequent Events, page F-79

3. Please refer to the February 25, 2005 sale of
Videocolor subsidiary to the Indian company for 10 Euro.  You
indicate that prior to disposal; you recapitalized the business with
103 million Euro of cash.  Tell us the amount of loss that you
expect to record on the sale of Videocolor subsidiary.  Please
provide us additional information to understand why you sold the
Videocolor subsidiary for 10 Euro.

In October 2004, Thomson announced a change of strategy regarding
its displays business involving the partnership or disposal, as a whole
or in part, of the majority of this business, which was the major part
of its Components segment. As part of the implementation of this
strategy, Thomson sought to dispose of the displays manufacturing
activities of its Italian subsidiary Videocolor Spa, after carving out
from this subsidiary certain research and development activities and
investments relating to other group activities held in this legal
entity.  The displays manufacturing activities of Videocolor in
Italy after this carve-out were essentially made up of the Anagni
plant, which

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was transferred to Videocon, an Indian company, on February 25,
2005, following the signature of the agreements at the end of January.

The aggregate amount of loss Thomson expected to record on the sale
of Videocolor is € 303 million.  This amount is composed of
(i) an impairment charge on long-lived assets for € 99 million
(reducing them to zero) and a write-down of inventories for € 16
million, both recorded as of year-end 2004 and included in the €
530 million one-off charge disclosed in note 18 to Thomson’s
consolidated financial statements for 2004 in connection with
Thomson’s strategy to seek partnerships in its displays business;
and (ii) the payment to Videocon of an incentive to help finance the
implementation of the re-industrialisation of the Anagni site of a
maximum of € 188 million, comprising the € 103 million
recapitalization of Videocolor by way of an equity contribution at the
closing date of the sale in 2005 and an additional cash payment of
€ 85 million due in 2006, such incentive when discounted to take
into account time value and the potential reduction of such additional
payment linked to the future performance of Videocolor under the
reindustrialisation plan amounted to € 170 million net.  In
accordance with FAS 144 § 37, this € 188 million
could not be accrued for in 2004, as FAS 144 §37 stipulates that
losses shall adjust only the carrying amount of a long-lived asset. As
a consequence, because the transaction closed only on February 25,
2005, the related charge has been recorded in 2005 and reflected in
Thomson’s announced results for the first half of 2005.

The aggregate amount of this expected loss and its timing was
included in the estimated cash and non-cash costs related to the
implementation of Thomson’s strategy for its displays business
disclosed in note 29 to its consolidated financial statements, together
with a complementary € 80 million write-down of the displays
long-lived assets in its Polish plants following the receipt in late
February 2005 of external preliminary, non-binding indications of
interest for its displays assets in Poland, Mexico and China. The
amount of € 365 million disclosed consists of the € 170
million net discounted value of the € 188 million incentive
payments and the € 195 million recorded in 2004 (comprising the
€ 99 million write-off of long-lived assets, the € 16 million
inventories’ write–down, and the € 80 million
write-off on the Polish displays assets).

The Anagni facility was a loss-making asset. Thomson deemed it unlikely
that this plant could be sold as a going concern with the other
displays assets that the group sought to partner. The incentive
payments referred to above were deemed by Thomson to be necessary in
order to achieve the disposal of this unprofitable subsidiary and to
achieve the continuation of some manufacturing activity at the site,
rather than to wind down the Anagni displays facility, which Thomson
believes would have involved comparable or greater cash costs (as
confirmed by an external appraisal it commissioned in late 2004),
including substantial lay-off costs, over a longer period of time, and
would have substantially delayed implementation of Thomson’s
strategy. A shut-down would also have

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required a significant commitment of Thomson management resources,
and would have raised sensitive social issues including in this
particular region of Italy.

Note 31 – Summary of differences between accounting
principles followed by the company and accounting principles accepted
in the United States, page F-88

4. Refer to your reconciliation of net income as reported to net
income in accordance with US GAAP.  We were unable to recalculate
the adjustments in the reconciliation using your disclosures.
 Show us how you determined the following adjustments:

  Restructuring

  Purchase price allocation and amortization of recognized
intangible assets

  Goodwill amortization and impairment SFAS 142

  Revenue recognition

In response to the Staff’s comment, the following adjustments
were determined as set out below:

  Restructuring

    The disclosure table in note 31(b)(i) (page F-91 – column “net
      change”) shows for 2004 an increase of the liability of € 27
      million. This implies a total € (27) million adjustment on the income
      statement, compared to the actual adjustment of € (21) million disclosed
      in the table in note 32(b) (page F-145). The € 27 million net change
      on page F-99 is reconciled with the income statement change on page F-145
      through the following three items:

    Under French GAAP, Thomson reversed impairment charges recognized in previous
      years through restructuring for an amount of € 14 million. Under U.S
      GAAP these reversals should not occur as the “new cost basis”
      principle applies. As a consequence, U.S. GAAP depreciation expenses are
      reduced by € 1 million each year.

    The € 4 million adjustment on the “CASA” retirement plan
      that is set forth in the restructuring note (first row of the table on page
      F-91) is not recorded under the restructuring line item of the table on
      page F-145, but under the “pension” line of the table on page
      F-145. As such this difference might have been shown as a reclassification
      in the restructuring note rather than as an adjustment.

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    Employee termination costs amounting to € 9 million and
related to the closure of Marion Line 3 decided in 2003, were
recognized in 2003 under U.S. GAAP pursuant to FAS 88 but only in 2004
under French GAAP. The related positive effect has not been included in
the restructuring table disclosed in page F-91.

    Summary for 2004

      • Net change on the
Restructuring table page F-91

    € (27) million

      • Impact of previous year
write down

    € 1 million

      • CASA plan

    € (4) million

      • Closure of Marion Line 3

    € 9 million

    Total restructuring adjustment Page F-145

    € (21) million

For 2003, the difference between the schedule in F-92 showing a
change of € 44 million and the reconciliation of net income in
page F-145 showing an adjustment of € 47 million is due to the
CASA reclassification (explained above) for € (3) million.

For 2002, there is no difference.

  Purchase price allocation and amortization of intangible assets

    The disc