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CORRESP
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[SUEZ Letterhead]

          October 21, 2005

VIA EDGAR AND EXPRESS COURIER

Mr. George F. Ohsiek, Jr.

Branch Chief

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

          Re.:
          SUEZ

               Form
                    20-F for Fiscal Year Ended December 31, 2004

               Filed June 29,
               2005

               Form 6-K for the Month of September 2005

               Filed September
               8, 2005

          File No. 1-15232

     This letter is in response to the Staff’s comments regarding the above-referenced annual report on Form 20-F, set forth in your letter to me dated September 30, 2005. Set forth below are
the responses to the comments in your letter. The numbering of the comments below corresponds to the numbering in your letter.

Form 20-F for Fiscal Year Ended December 31, 2004

Item 5. Operating and Financial Review and Prospects, page 84

A. Results of Operations, page 90

        1.

We note your presentation of organic gross operating
income growth and organic revenue
growth, which you identify as non-GAAP measures. In arriving at these measures,
it appears you exclude items that are recurring nature. Please note that if you intend
to include in your future filings any non-GAAP performance measure that excludes
items of a recurring nature, you must justify the usefulness of each measure. Please
refer to Item 10(e) of Regulation S-K and Question 8 of our Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures, available on our website
at www.sec.gov, in crafting your revised disclosure. Further, revise your disclosures
throughout your filing each place where each non-GAAP measure is presented,
as follows:

     •
     Identify
                    the item as a non-GAAP measure of performance.

     •
     Provide cautionary
          disclosure that the non-GAAP measure presented may not be comparable
          to similarly titled measures used by other entities.

     •
     Disclose that the
                    non-GAAP measure should not be considered as an alternative
          to the most directly comparable financial measure calculated and presented
          in accordance with GAAP as
          an indicator of operating performance.

     •
     Disclose the specific
          manner in which you use the non-GAAP measure to conduct or evaluate
          your business.

     •
     Disclose the economic
          substance behind your decision to use the measure.

     •
     Disclose the material
          limitations associated with use of the measure as compared to the use
          of the most directly comparable GAAP financial measure.

     •
     Disclose the manner
                    in which you compensate for these limitations when using
          the measure.

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     •
     Disclose the substantive
                    reasons why you believe the measure provides useful information
          to investors.

     Show us how the revised disclosure
                    will read in future filings. In responding to our comment,
                    you may also want to consider whether it would make more
                    sense to discuss the impact of items such as gas prices,
                    foreign exchange effects, acquisitions and dispositions on
                    your results of operations without eliminating or adjusting
          these items in connection with a non-GAAP financial measure.

     Our primary
               objective of including the tabular presentation of revenues and
               gross operating income “on a comparable basis” together
               with the main factors which consistently impact the changes in
               these amounts (e.g., foreign exchange, gas prices, and business
               disposals and acquisitions) is to present information which assists
               the reader understand these factors and their impact on our business.
               While we recognize providing this information in this manner encompasses
               the use of a non-GAAP measure; however, we believe that the use
               of this tabular presentation is permissible under Item 10(e) of
               Regulation S-K as the non-GAAP measures included in the table
               are not presented as an alternative measure of our operating performance
               nor are they presented in an effort to smooth our results or otherwise
               mislead the reader. As noted in the last paragraph of your comment
               above, we could have provided the same information in narrative
               form when discussing these factors and their impact on our results;
               however, we have considered the Staff’s Interpretive Release
               relating to management’s discussion and analysis issued in
               December 2003 and believe that the tabular presentation assists
          readers understand our discussion and analysis.

     However,
               we acknowledge the Staff’s comments above and we will modify
               our disclosures relating to these non-GAAP measures in our future
               Annual Reports filed on Form 20-F to comply with Item 10 of Regulation
               S-K. Specifically, the revised disclosure on page 90 paragraph
               A. Results of Operations of our Form 20-F for the year ended December
          31, 2004 would have been:

     “The
                    Group uses organic "Gross Operating Income" ("GOI") growth
                    as our measure of segment profit which is a non-GAAP financial
                    measure and closely related to consolidated operating income
                    (see Note 22 to our Consolidated
                    Financial Statement for a reconciliation of GOI to consolidated
                    operating income). When comparing performance between 2004 and 2003,
                    and 2003 and 2002, the Group also discusses
                    non-GAAP organic revenue growth. Both of these non-GAAP financial
                    measures take account of the impact that foreign currency
                    changes, natural gas price changes, acquisitions and dispositions
                    have on the reported results. Management believes that discussing
                    organic growth in both revenues and GOI, taking into account
                    the items above, provides investors with information that
                    is comparable and assist them understand the impact of these
                    key factors. However, these non-GAAP measures may not be
                    comparable to similarly titled measures used by other entities
                    and should not be considered as an alternative to the most
                    directly comparable financial measure calculated and presented
                    in accordance with generally accepted accounting principles
                    as an indicator of our operating performance. The use of
                    organic growth measures has limitations as the effects of
                    foreign currency changes, natural gas price changes and acquisitions
                    and dispositions (which are excluded from these non-GAAP
                    measures and discussed separately hereunder) can be significant
                    and do ultimately affect our operating results, cash flows
                    and financial position. Management uses these measures principally
                    to assess the operating results of the Company and its business
                    segments and to make decisions with respect to investments
                    and allocation of resources; we also use these measures when
                    communicating with investors regarding our results. However,
                    because these measures have limitations as outlined herein,
          we limit the use of these measures for these purposes.”

     Similar
               disclosures will be made in our future filings for each non-GAAP
               measures to the extent that they exclude items that are recurring
          in nature.

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B. Liquidity and Capital Resources, page 110

Liquidity and Contractual Commitments, page 114

          2.

          In future filings, please revise your
          table of contractual commitment to include the following:

               (a)
               Estimated
               interest payments on your debt, and

               (b)
               Estimated
               payments under interest rate swap agreements.

                  Because
                                 the table is aimed at increasing transparency of cash
                                 flow, we believe these payments
                                 should be included in the table. If you choose not
                                 to include these payments,
                                 a footnote to the table should clearly identify the
                                 excluded items and provide
                                 any additional information that is material to an understanding
                                 of your cash requirements.
                                 See Section IV.A and footnote 46 to the Commission’s
                                 MD&A Guidance
               issued December 19, 2003, available at www.sec.gov.

               We will modify
                         our liquidity and capital resources disclosures in our
                         Form 20-F for the year ending December 31, 2005 (“our
                         2005 Form 20-F”) to comply with the Staff’s
               comments. This modification will encompass:

               •
               An additional
                         line, “Interest payments”, within our commitment
                         table which will quantify our
                         interest obligations. This information will be provided
                         for all periods presented within the
                         table. In addition, a footnote will be added to the
                         table to indicate that interest payments
                         associated with variable rate debt are computed based
                         on the rates in effect as of
               December 31.

               •
               An additional
                         line, “Net obligations on interest rate swaps”,
                         within our commitment table, which
                         will quantify our obligations related to paying, rather
                         than receiving, cash on our interest
                         rate swaps. These amounts will be calculated as the
                         net amount equal to the difference
                         between interest to be paid and to be received under
                         the swaps. This information will be provided for all periods presented within
                         the table. In addition, a footnote
                         will be added to the table to indicate that interest
                         payments of the variable rate leg of the swaps are computed based on the rates in effect
               as of December 31.

               Item 15.
               Controls and Procedures, page 192

               3.
               You disclose
                              that your chief executive and financial officers
                              concluded that your disclosure controls and procedures
                              were effective at a reasonable assurance level
                              for “gathering, analyzing and disclosing the
                              information the Company is required to disclose
                              in the reports it files under the Securities Exchange
                              Act of 1934, within the time periods specified
                              in the SEC’s rules and forms”. In future
                              filings, please also state, if true, whether the
                              same officers concluded the controls and procedures
                              were effective in “ensur[ing] that information
                              required to be disclosed by an issuer in the reports
                              that it files or submits under the Act is accumulated
                              and communicated to the issuer’s management,
                              including its chief executive and chief financial
                              officers, or persons performing similar functions,
                              as appropriate to allow timely decisions regarding
                              required disclosure”. See Exchange Act Rule
               13a-15(e).

               We will amend
                              our disclosures in our 2005 Form 20-F to comply
               with the Staff’s comment herein.

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Note 26. Summary of Differences Between Accounting Principles Followed by the Group and US GAAP, page F-80

          4.
          On page F-12, you disclose that tangible
                         assets subject to legal revaluation are stated at their
                         revalued amount under French GAAP. As US GAAP does not
                         allow tangible assets to be revalued unless impaired,
                         it appears an adjustment may be necessary to reconcile
                         from French GAAP to US GAAP. Please tell us where this
                         adjustment is included in your reconciliation or tell
                         us why you believe an adjustment is not necessary.

          In 1976, Lyonnaise des Eaux revalued
                    certain tangible assets as required by law. Since the revaluation
                    was made to the financial records of Lyonnaise des Eaux,
                    the accounting acquirer under French GAAP for purposes of
                    recording the Lyonnaise des Eaux and Compagnie de Suez business
                    combination which occurred in 1997, the revalued assets are
                    reflected in the consolidated financial statements prepared
                    in accordance with French GAAP. Under US GAAP, Compagnie
                    de Suez was the accounting acquirer for purposes of recording
                    the business combination. Accordingly, all of the Lyonnaise
                    des Eaux assets have been recorded at fair value US GAAP,
                    including those that were revalued under French GAAP. Therefore,
                    amounts related to the legal revaluation are excluded for
          US GAAP purposes.

          5.
          Based on your disclosures with respect
                         to your regulatory environment in Item 4, it appears
                         that at least a portion of your operations are currently
                         rate regulated and that, prior to July 2004, a significant
                         portion of your operations were rate regulated. Thus,
                         please tell us your consideration of the applicability
                         of SFAS 71 to your accounting under US GAAP, with reference
          to the scope guidelines in paragraphs 5-8 of SFAS 71.

          In response to the Staff’s comment,
                    Suez does not believe that SFAS No. 71 is applicable to any
                    separable portion of its business except the regulated activities
                    of United Water Resources. We have included below a summary
                    of the applicable laws and regulations and the conclusions
          reached by business component.

          Energy Segment in Belgium – Prior
                         to the Implementation of