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 No. 3)*


                                     ALSTOM
 -------------------------------------------------------------------------------
                                (Name of Issuer)

                    Ordinary Shares, nominal value (euro)1.25
 -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    021244108
 -------------------------------------------------------------------------------
                                 (CUSIP Number)

                                January 23, 2004
 -------------------------------------------------------------------------------
             (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 8 Pages


1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

        Credit Agricole 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                  20,806,143
  REPORTING
 PERSON WITH        7      SOLE DISPOSITIVE POWER

                           0

                    8      SHARED DISPOSITIVE POWER

                           20,806,143

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        20,806,143

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

        3.3%

12      TYPE OF REPORTING PERSON*

        CO




CUSIP No. 021244108                     13G                   Page 3 of 8 Pages


1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

        Credit Agricole Indosuez

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                  10,000,454
  REPORTING
 PERSON WITH        7      SOLE DISPOSITIVE POWER

                           0

                    8      SHARED DISPOSITIVE POWER

                           10,000,454

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        10,000,454

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

        1.6%

12      TYPE OF REPORTING PERSON*

        CO




CUSIP No. 021244108                     13G                   Page 4 of 8 Pages


1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

        Credit Lyonnais

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                  10,805,689
  REPORTING
 PERSON WITH        7      SOLE DISPOSITIVE POWER

                           0

                    8      SHARED DISPOSITIVE POWER

                           10,805,689

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        10,805,689

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

        1.7%

12      TYPE OF REPORTING PERSON*

        CO




CUSIP No. 021244108                     13G                   Page 5 of 8 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:

             Credit Agricole S.A.
             Credit Agricole Indosuez
             Credit Lyonnais

Item 2(b).   Address of Principal Business Office or, if None, Residence:

             Credit Agricole S.A. has its registered office at 91-93
             boulevard Pasteur, 75015 Paris, France
             Credit Agricole Indosuez has its registered office at 9, quai
             du President Doumer, 92920 Paris La Defense CEDEX, France
             Credit Lyonnais has its registered office at 18, rue de la
             Republique, 69002 Lyon, 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 6 of 8 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 7 of 8 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/ Eric Vandamme
                                             -----------------
                                             By:  Eric Vandamme
                                             Title: Head of Subsidiary and
                                             Investments of Credit Agricole S.A.





CUSIP No. 021244108                     13G                   Page 8 of 8 Pages


                                Table of Exhibits


Exhibit I    Identification and Classification of Members of the Group

Exhibit II   Joint Filing Agreement between Credit Agricole Indosuez, Credit
             Lyonnais and Credit Agricole S.A.