FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SODEXHO ALLIANCE SA
CENTRAL INDEX KEY: 0001169715
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 000000000
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: 6-K
SEC ACT: 1934 Act SEC
FILE NUMBER:
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 3 AVENUE NEWTON
STREET 2: 78180 MONTIGNY-LE-BRETONNEUX
CITY: FRANCE
STATE:
ZIP: 00000
BUSINESS PHONE: 0113313085
6-K
FORM 6-K
                              SECURITIES AND EXCHANGE COMMISSION
                                      Washington D.C. 20549

                                             FORM 6-K

                                 REPORT OF FOREIGN PRIVATE ISSUER
                             PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
                                  SECURITIES EXCHANGE ACT OF 1934

                                         February 13, 2004

                                        SODEXHO ALLIANCE SA
                                         3, avenue Newton
                                   78180 Montigny-le-Bretonneux
                                              France
                             (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                         Form 20-F         X                 Form 40-F

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                         Yes                                 No       X

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):

Contents: Annual Report






                               EXHIBIT LIST

Exhibit           Description

99.1     Annual Report






                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

SODEXHO ALLIANCE SA
By: /s/ Sian Herbert-Jones
-------------------------------
Name:    Sian Herbert-Jones
Title:   Chief Financial Officer

Date: February 13, 2004




This document contains  "forward-looking  statements"  within the meaning of the
United States Private  Securities  Litigation Reform Act of 1995. These include,
but are not limited  to,  statements  regarding  anticipated  future  events and
financial performance with respect to our operations. Forward-looking statements
can be identified by the fact that they do not relate  strictly to historical or
current facts. They often include words like "believe," "expect,"  "anticipate,"
"estimated,"   "project,"  "plan,"  "pro  forma,"  and  "intend"  or  future  or
conditional  verbs, such as "will," "would," and "may." Factors that could cause
actual results to differ  materially from expected results include,  but are not
limited to, those set forth in our Registration Statement on Form 20-F, as filed
with the Securities and Exchange  Commission (SEC), the competitive  environment
in which we operate,  changes in general economic  conditions and changes in the
French, American and/or global financial and/or capital markets. Forward-looking
statements  represent  management's  views as of the date they are made,  and we
assume no obligation to update any forward-looking  statements for actual events
occurring  after that date. You are cautioned not to place undue reliance on our
forward-looking statements.



February 3, 2004
Sodexho Alliance
Shareholders' Meeting

Supplementary Report of the Board of Directors

Resolution proposed by shareholders, without the approval of the Board of
Directors

On January 8, 2004, several shareholders requested the inclusion of a resolution
at the Shareholders' Meeting.  This resolution has been added to the agenda of
the upcoming Shareholders' Meeting.

Such resolution concerns the modification of Article 16.4 of the Articles of
Incorporation, specifically to reduce the holding period for double voting
rights from 4 to 2 years.

Your Board has not approved this resolution.

Effectively, Sodexho has followed a long term strategy to develop it business.
Transparently and consistently, your group has chosen, since its initial listing
on the stock market, to support stable and long term ownership, by introducing
double voting rights, conforming to the law.

Six years ago the holding period for double voting rights was reduced from 10
years to 4 years.  It appears that for a large number of investors, 4 years is a
reasonable period of time for this type of investment.

The Board of Directors
1 Annual Meeting

     - First Resolution

          (Approval of the financial statements - Discharge to directors)

          The  Shareholders'  Meeting,  having heard the reports of the Board of
          Directors   and  the  Auditors,   approves  the  statutory   financial
          statements of Sodexho  Alliance for the year ended August 31, 2003, as
          presented  by the Board of  Directors,  which  show net income for the
          year of EUR 79,261,606.86.  The meeting also approves the consolidated
          financial  statements for the year, showing consolidated net income of
          EUR 162 million.

          The  Shareholders'   Meeting  acknowledges  that  the  Directors  have
          discharged their duties for the year ended August 31, 2003.


     - Second resolution

          (Income appropriation)

          In accordance  with the proposal  made by the Board of Directors,  the
          Shareholders' Meeting resolves:

          To appropriate net income for the year ended August 31, 2003

                                                     

     in the amount of:                                     EUR 79,261,606.86

     plus retained earnings brought
      forward from the prior year of:                     EUR 702,506,930.37

     Representing total income available
      for distribution of:                                EUR 781,768,537.23

     As follows:

       - Legal reserve to raise this
         reserve to 10% of the new capital                         EUR 59.60

       - Net dividend                                      EUR 97,003,154.65

     (Dividends on the 159,021,565  shares in issue,  representing  EUR 0.61 per
     share, giving rise to a tax credit of EUR 0.305)

     Retained earnings                                    EUR 684,765,322.98

     Total:                                               EUR 781,768,537.23


The dividend will be paid as from March 4, 2004.







       Dividends paid by the Company the last three years were as follows:

                                                                     
                                             2001-2002         2000-2001        1999-2000

Number of qualifying shares                159,021,416       158,945,502       33,587,529
Dividend before tax credit                        0.61              0.56             2.24
Tax credit                                       0.305              0.28             1.12
Dividend including tax credit                    0.915              0.84             3.36





     - Third Resolution

          (Approval of agreements involving directors)

          Having heard the Auditors'  special  report on agreements  governed by
          Article  L.225-38 of the Commercial  Code, the  Shareholders'  Meeting
          approves this report and the agreements referred to therein.

     - Fourth Resolution

          (Authorization to trade in the Company's shares)

          Having  heard the report of the Board of  Directors  and  reviewed the
          information contained in the prospectus approved by the Commission des
          Operations de Bourse,  the Shareholders'  Meeting authorizes the Board
          of Directors and any duly  authorized  representative  of the Board to
          trade in the Company's  shares on the stock market in accordance  with
          the provisions of articles L.225-209 et seq. of the Commercial Code.

          This authorization, which is given for a period of eighteen months, is
          designed to allow the Company to:

          - Stabilize the Sodexho share price by buying or selling shares on the
          open market, trading against the underlying trend.

          - Optimize the financial  management of the Company and the management
          of its assets and liabilities.

          - Make stock awards to employees,  in connection  with  profit-sharing
          programs,  stock option plans,  Employee Stock  Ownership Plans or any
          other program or plan provided for by law.

          - Grant shares to senior  managers,  as  compensation,  based on their
          performance.

          - Remit  shares in payment or exchange for shares or assets of another
          company, in connection with an acquisition or otherwise.

          - Cancel the shares.

          - Hold the shares in treasury stock, or exchange,  sell, contribute or
          transfer them.

          The shares may be purchased,  sold,  exchanged or  transferred  by any
          appropriate  method,  on the stock  market or  over-the-counter  or by
          means of  derivatives.  The  total  number of  shares  covered  by the
          authorization  may be  purchased  or  transferred  in a  single  block
          purchase or transfer.

          The shares may be purchased,  sold,  exchanged or  transferred  at any
          time, subject to compliance with regulatory limits.

          The  maximum  number  of  shares  that  may  be  acquired  under  this
          authorization  is  restricted  to  10%  of the  Company's  issued  and
          outstanding share capital,  currently 15,902,156 shares. The aggregate
          price paid to acquire the shares may not exceed EUR 636 million.

          The  Shareholders'  Meeting  resolves that shares purchased or sold in
          order to  stabilize  the  market  price of  Sodexho  shares may not be
          acquired at a price in excess of EUR 40 per share.  This maximum price
          will be adjusted in the case of any transactions  that have a dilutive
          effect on the Company's capital.

          Full  powers  are  given  to the  Board  of  Directors  and  any  duly
          authorized  representative  of the Board to act on this  authorization
          and to:

          - Place any and all buy or sell orders and enter into  agreements  for
          the keeping of records of share purchases and sales as well as any and
          all other appropriate agreements.

          - Carry out any and all filing and other  formalities and generally do
          whatever is necessary.

          This authorization cancels and replaces all earlier  authorizations to
          the same effect,  including that given in the fourth resolution of the
          Annual Shareholders' Meeting of February 4, 2003.

     - Fifth Resolution

          (Re-election as director of Pierre Bellon)

          The  Shareholders'  Meeting  re-elects  Pierre Bellon,  whose term has
          expired,  for a three-year  term expiring at the Annual  Shareholders'
          Meeting  to be called to  approve  the  accounts  for the year  ending
          August 31, 2006.

     - Sixth Resolution

          (Re-election as director of Remi Baudin)

          The  Shareholders'  Meeting  re-elects  Remi  Baudin,  whose  term has
          expired,  for a three-year  term expiring at the Annual  Shareholders'
          Meeting  to be called to  approve  the  accounts  for the year  ending
          August 31, 2006.

     - Seventh Resolution

          (Re-election as director of Astrid Bellon)

          The  Shareholders'  Meeting  re-elects  Astrid Bellon,  whose term has
          expired,  for a three-year  term expiring at the Annual  Shareholders'
          Meeting  to be called to  approve  the  accounts  for the year  ending
          August 31, 2006.

     - Eighth Resolution

          (Re-election as director of Francois-Xavier Bellon)

          The Shareholders' Meeting re-elects Francois-Xavier Bellon, whose term
          has   expired,   for  a  three-year   term   expiring  at  the  Annual
          Shareholders'  Meeting to be called to approve  the  accounts  for the
          year ending August 31, 2006.

     - Ninth Resolution

          (Re-election as director of Sophie Clamens)

          The  Shareholders'  Meeting  re-elects Sophie Clamens,  whose term has
          expired,  for a three-year  term expiring at the Annual  Shareholders'
          Meeting  to be called to  approve  the  accounts  for the year  ending
          August 31, 2006.






     - Tenth Resolution

          (Re-election as director of Nathalie Szabo)

          The  Shareholders'  Meeting re-elects  Nathalie Szabo,  whose term has
          expired,  for a three-year  term expiring at the Annual  Shareholders'
          Meeting  to be called to  approve  the  accounts  for the year  ending
          August 31, 2006.

     - Eleventh Resolution

          (Directors' fees)

          The  Shareholders'  Meeting resolves to award total annual fees of EUR
          300,000 to the directors for the year ending August 31, 2004.

    - Twelfth Resolution

          (Authorization to issue EUR 1.2 billion in debt securities)

          At  the  Board  of  Directors'  motion,   the  Shareholders'   Meeting
          authorizes the Board to issue bonds in an aggregate nominal amount not
          to exceed EUR 1.2 billion or the  equivalent in foreign  currencies or
          monetary units, as determined based on the exchange rate ruling on the
          date of issue.

          The Shareholders'  Meeting gives full powers to the Board of Directors
          to:

          - Carry out one or several  bond issues  within a period of five years
          from the date of this  meeting.  The timing and amounts of said issues
          will be decided at the Board's discretion,  subject to compliance with
          the aggregate ceiling specified above.

          - Select the payment currency, the life, interest rate and other terms
          and  conditions  of the  bonds,  including  the issue  and  redemption
          prices,  the repayment terms, the circumstances in which the bonds may
          be bought  back on the open  market or  redeemed  in  advance  and any
          conversion  rights to be  attached  to the bonds  allowing  holders to
          acquire new debt  securities not carrying any future rights to acquire
          shares.

          - Enter into any and all  underwriting  and placement  agreements with
          any and all banks or other  institutions,  take any and all  necessary
          measures  to  permit  the  placement  of the bonds  and  generally  do
          whatever is necessary.

          This authorization  cancels and replaces the authorization to the same
          effect given by the Annual Shareholders' Meeting of February 4, 2003.


Extraordinary Meeting

     - Thirteenth Resolution

          (Blanket  authorization  to issue  shares and share  equivalents  with
          pre-emptive  subscription  rights,  to  be  paid  up  in  cash  or  by
          capitalizing premiums, retained earnings or otherwise)

          The  Shareholders'  Meeting,  having  heard the report of the Board of
          Directors  and the Auditors'  special  report,  resolves,  pursuant to
          article  L.225-129-III  subparagraph 3 of the Commercial  Code and the
          other relevant provisions of company law:

          1. To grant the Board of Directors  the  necessary  powers to increase
          the share  capital,  on one or several  occasions,  in amounts  and on
          dates to be determined at the Board's discretion:

               a)  By  issuing  common  shares,   warrants   and/or   securities
               convertible,  redeemable,  exercisable or otherwise  exchangeable
               for common shares immediately or in the future, at any time or on
               a fixed date, denominated in euro or foreign currencies.

               b) And/or by issuing  bonus  shares or  raising  the par value of
               existing  shares,  to be  paid  up by  capitalizing  the  paid-in
               surplus  or  retained  earnings  or  otherwise,  pursuant  to the
               provisions of the law and the Company's bylaws.

          2. To grant said authorization for a period of 26 months from the date
          of this Meeting.

          3. To limit the aggregate  value of the issues that may be carried out
          pursuant to this authorization as follows:

               - In the case of capital  increases  carried out  pursuant to the
               authorization given in paragraph 1 a) above:

                    a) The  aggregate par value of the common shares that may be
                    issued  either  directly  or  upon  conversion,  redemption,
                    exercise  or  exchange  of debt  securities  and other share
                    equivalents  may not exceed EUR 63 million or the equivalent
                    in  foreign   currency  or  monetary  units   determined  by
                    reference to a basket of  currencies,  as  calculated on the
                    date of issue of the securities.  The aggregate par value of
                    any  common  shares to be issued to  protect  the  rights of
                    existing  shareholders  pursuant  to the  law as well as any
                    shares issued pursuant to the fourteenth  resolution of this
                    Meeting shall be included within this ceiling.

                    b) The aggregate face value of debt securities  representing
                    share  equivalents  that  may be  issued  pursuant  to  this
                    authorization   may  not  exceed  EUR  570  million  or  the
                    equivalent in foreign currency.  The aggregate face value of
                    any  debt  securities  issued  pursuant  to  the  fourteenth
                    resolution  of this  Meeting  shall be included  within this
                    ceiling.

               - In the case of capital  increases paid up by  capitalizing  the
               paid-in surplus,  retained  earnings or otherwise,  the aggregate
               par value of the common  shares  that may be issued  pursuant  to
               this  authorization  may not exceed the  aggregate  amount of the
               qualifying  paid-in  surplus,  retained  earnings and other sums.
               Said issues  shall not be included  in the ceiling  specified  in
               paragraph 3 a) above.

          4. That,  for any issues  decided by the Board pursuant to paragraph 1
          a) of this resolution:

               - Shareholders shall have a pre-emptive right to subscribe such
               issues, pro rata to their existing shareholdings.

               - The Board of Directors may offer  shareholders  a pre-emptive
               right  to  subscribe  any   securities  not  taken  up  by  other
               shareholders as provided for above.

               - If any  shares  or  share  equivalents  are not  taken  up by
               shareholders  exercising their pre-emptive rights as provided for
               in the above two  subparagraphs,  the Board of Directors may take
               any or all of the following  measures,  in any order,  subject to
               compliance with the law:

                    -  Limit  the   capital   increase  to  the  amount  of  the
                    subscriptions   received,   provided  that  at  least  three
                    quarters of the issue has been taken up.

                    - Freely  allot  all or some of the  unsubscribed  shares or
                    share equivalents.

                    - Offer all or some of the issued,  unsubscribed  shares for
                    subscription   by  the   public,   on  the   French   and/or
                    international market.

               - By  virtue  of this  authorization,  in the  case of issue of
               share  equivalents,  the shareholders  automatically  waive their
               pre-emptive  right to  subscribe  the shares to be  created  upon
               conversion,  redemption,  exercise  or  exchange  of  said  share
               equivalents in favor of the holders thereof.

               - The  proceeds  per share to be  received  by the  Company  in
               connection   with  any  and  all   issues  of  shares  and  share
               equivalents  carried out pursuant to this authorization  shall be
               at least equal to 80% of the average of the opening prices of the
               Company's  stock  quoted  on  the  Euronext  Paris  market  on 10
               consecutive  trading days selected from among the 20 trading days
               immediately  preceding  the  issue  date of the  shares  or share
               equivalents,  as  adjusted  for any  difference  in cum  dividend
               dates.

          5. That the Board of Directors shall be fully empowered to act on this
          authorization  subject to compliance with the law and to delegate such
          powers to the Chairman  pursuant to the law. In particular,  the Board
          of Directors shall be empowered to:

               - Determine the terms and conditions of issue of common shares or
               share equivalents.

               -  Determine  the dates and  methods  of issue and the nature and
               form of the  securities,  including,  at the Board's  discretion,
               subordinated and unsubordinated fixed term and perpetual bonds or
               notes.

               - Fix the  terms  at  which  the  Company  may be  authorized  to
               purchase  shares or share  equivalents  on the stock market,  for
               cash or in exchange  for other  securities,  and  authorize  such
               purchases at any time or during fixed periods.

               - Authorize  the  Company to suspend  the  exercise of the rights
               attached to the share equivalents, if necessary, for a period not
               to exceed three months.

               - Charge the share  issuance  costs  against the related  paid-in
               surplus,  together  with any amounts  required to raise the legal
               reserve  to an  amount  corresponding  to 10% of the new  capital
               following   each  share   issue,   without   seeking   the  prior
               authorization of the shareholders.

               - Pursuant to the exception  allowed  under article  L.225-149 of
               the  Commercial  Code,  decide  that in the case of a share issue
               paid up by capitalizing the paid-in surplus or retained earnings,
               rights to fractions of shares will not be  transferable.  In this
               case, the corresponding shares will be sold and the proceeds from
               the sale will be allocated to the holders of these rights  within
               30 days of the date on which the whole number of shares  allotted
               to them is recorded in their share account.

               - Enter into any and all  agreements,  take any and all  measures
               and  carry out any and all  formalities  in  connection  with the
               issue and  servicing of the shares and share  equivalents  issued
               pursuant  to this  authorization  and the  exercise of the rights
               attached thereto.

          6. By virtue of this authorization,  shares and share equivalents with
          pre-emptive  subscription  rights,  are  to  be  paid  in  cash  or by
          capitalizing  premiums,   retained  earnings  or  otherwise,   without
          effecting  the  validity of any issues  carried  out  pursuant to said
          previous authorizations prior to the date of the Meeting.

     - Fourteenth Resolution

          (Blanket  authorization to issue shares and share equivalents  without
          pre-emptive subscription rights)

          The  Shareholders'  Meeting,  having  heard the report of the Board of
          Directors  and the Auditors'  special  report,  resolves,  pursuant to
          articles  L.225-129-III  subparagraph  3,  L.225-148,   L.225-150  and
          L.228-93 of the Commercial  Code and the other relevant  provisions of
          company law:

               1. To grant  the  Board of  Directors  the  necessary  powers  to
               increase  the share  capital,  on one or  several  occasions,  in
               amounts and on dates to be determined at the Board's  discretion,
               by issuing, on the French or international  stock market,  common
               shares,  warrants  and/or  securities  convertible,   redeemable,
               exercisable   or  otherwise   exchangeable   for  common   shares
               immediately  or in the  future,  at any time or on a fixed  date,
               denominated  in euro or foreign  currencies.  This  authorization
               shall  also  cover the issue of  shares or share  equivalents  in
               payment  for  securities  acquired  in  connection  with a public
               tender  offer that  fulfill the  conditions  laid down in article
               L.225-148 of the Commercial Code.

               2. To grant said authorization for a period of 26 months from the
               date of this Meeting.

               3. To limit the aggregate value of the issues that may be carried
               out pursuant to this authorization as follows:

                    a) The  aggregate par value of the common shares that may be
                    issued  either  directly  or  upon  conversion,  redemption,
                    exercise  or  exchange  of debt  securities  and other share
                    equivalents  may not exceed EUR 63 million or the equivalent
                    in  foreign   currency  or  monetary  units   determined  by
                    reference to a basket of  currencies,  as  calculated on the
                    date of issue of the securities.

                    b) The aggregate par value of any common shares to be issued
                    to protect the rights of existing  shareholders  pursuant to
                    the  law  as  well  as any  shares  issued  pursuant  to the
                    thirteenth  resolution  of this  Meeting  shall be  included
                    within this ceiling.

                    c) The aggregate face value of debt securities  representing
                    share  equivalents  that  may be  issued  pursuant  to  this
                    authorization   may  not  exceed  EUR  570  million  or  the
                    equivalent in foreign currency.  The aggregate face value of
                    any  debt  securities  issued  pursuant  to  the  thirteenth
                    resolution  of this  Meeting  shall be included  within this
                    ceiling.

               4. To waive the shareholders'  pre-emptive right to subscribe any
               securities  issued pursuant to this  authorization by the Company
               or any subsidiary  thereof that is more than 50%-owned,  directly
               or  indirectly.  However,  the Board  will be  required  to grant
               shareholders a  non-transferable  priority right to subscribe all
               or part of such issues, pro rata to the number of shares held, on
               terms and for a period to be decided by the Board. At the Board's
               discretion, this priority right may be extended to include shares
               or share  equivalents  not  taken up by other  shareholders.  Any
               securities  not  subscribed by  shareholders  during the priority
               subscription period will be placed among the public.

               5. That, by virtue of this authorization, in the case of issue of
               share  equivalents,  the shareholders  automatically  waive their
               pre-emptive  right to  subscribe  the shares to be  created  upon
               conversion,  redemption,  exercise  or  exchange  of  said  share
               equivalents in favor of the holders thereof.

               6. That the  proceeds  per share to be received by the Company in
               connection   with  any  and  all   issues  of  shares  and  share
               equivalents  carried out pursuant to this authorization  shall be
               at least  equal  to the  average  of the  opening  prices  of the
               Company's  stock  quoted  on  the  Euronext  Paris  market  on 10
               consecutive  trading days selected from among the 20 trading days
               immediately  preceding  the  issue  date of the  shares  or share
               equivalents,  as  adjusted  for any  difference  in cum  dividend
               dates.

               7. That the Board of Directors shall be fully empowered to act on
               this  authorization  subject  to  compliance  with the law and to
               delegate  such  powers to the  Chairman  pursuant  to the law. In
               particular, the Board of Directors shall be empowered to:

               - Determine the terms and conditions of issue of common shares or
               share  equivalents,  with  the  agreement  of the  Boards  of the
               companies concerned, where applicable.

               -  Determine  the dates and  methods  of issue and the nature and
               form of the  securities,  including,  at the Board's  discretion,
               subordinated and unsubordinated fixed term and perpetual bonds or
               notes.

               - Authorize  the  Company to suspend  the  exercise of the rights
               attached to the share equivalents, if necessary, for a period not
               to exceed three months.

               - In the case of  issuance  of  shares  or share  equivalents  in
               payment  for  securities  acquired  in  connection  with a public
               tender offer:

                    - Draw up the list of securities tendered for exchange.

                    - Fix the terms of issue, the exchange parity and the amount
                    of any cash payment to be made.

                    - Determine the method of issue in  connection  with a paper
                    bid,  a  cash  or  paper  bid  or a  paper  bid  with a cash
                    alternative.

               - Charge the share issuance  costs against the related  paid-in
               surplus,  together  with any amounts  required to raise the legal
               reserve  to an  amount  corresponding  to 10% of the new  capital
               following   each  share   issue,   without   seeking   the  prior
               authorization of the shareholders.

               - Enter into any and all agreements,  take any and all measures
               and  carry out any and all  formalities  in  connection  with the
               issue and  servicing of the shares and share  equivalents  issued
               pursuant  to this  authorization  and the  exercise of the rights
               attached thereto.

          8. By  virtue of this  authorization,  shares  and  share  equivalents
          without pre-emptive  subscription rights, are to be paid in cash or by
          capitalizing  premiums,   retained  earnings  or  otherwise,   without
          effecting  the  validity of any issues  carried  out  pursuant to said
          previous authorizations prior to the date of the Meeting.

     - Fifteenth Resolution

          (Stock options)

          The  Shareholders'  Meeting,  having  heard the report of the Board of
          Directors and the Auditors'  special report,  resolves,  in accordance
          with Articles  L.225-177 to L.225-185 of the  Commercial  Code and the
          other relevant provisions of the Code:

               1. To authorize the Board of Directors to grant stock options, on
               one or several occasions, to the following categories of persons,
               said options being  exercisable  either for new shares issued for
               this purpose or for shares purchased by the Company on the market
               in accordance with the law.

               2.  That  this  authorization  shall  be valid  for a  period  of
               thirty-eight months from the date of this Meeting.

               3. That the options may be granted to:

                    - employees,  or selected employees or certain categories of
                    employees,

                    - "mandataires sociaux" (executive directors), as defined by
                    law, or selected  mandataires  sociaux of the Company or the
                    French  or  foreign  companies  or  "groupements   d'interet
                    economique" (intercompany partnerships) that are directly or
                    indirectly  related to the  Company,  within the  meaning of
                    Article L 225-180 of the Commercial Code.

               4.  That the total  number of  exercisable  options  granted  for
               subscription or purchase may not exceed 3% of the share capital.

               5. That the  exercise  price of options to  subscribe  new shares
               will be set on the date of grant of the  options  by the Board of
               Directors,  and may not represent less than 80% of the average of
               the  opening  prices  quoted  for  the  Company's  shares  on the
               Euronext Paris market over the 20 trading days preceding the date
               of grant.

               6. That the exercise price of options to purchase existing shares
               will be set on the date of grant of the  options  by the Board of
               Directors,  and may not represent less than 80% of the average of
               the  opening  prices  quoted  for  the  Company's  shares  on the
               Euronext Paris market over the 20 trading days preceding the date
               of grant or 80% of the average  price paid for the shares held by
               the  Company   pursuant  to  Article   L.225-208  and/or  Article
               L.225-209 of the  Commercial  Code.  No options to subscribe  new
               shares or purchase  existing shares may be granted (i) within the
               period of 20 trading days  following the date on which the shares
               go ex-dividend,  or ex-rights in the case of a rights issue, (ii)
               during  the  10  trading  days  before  and  after  the  date  of
               publication of the financial  statements of the Group or, failing
               that,  of the Company,  (iii) between the date on which the Board
               of  Directors  becomes  aware of  information  which,  if it were
               publicly disclosed, could have a material impact on the Company's
               share price, and the end of a period of 10 trading days after the
               day on which this information is made public.

               7. That, in accordance  with Article  L.225-178 of the Commercial
               Code,  shareholders shall  automatically  waive their pre-emptive
               right to subscribe  any shares  issued on exercise of the options
               granted under this authorization.

               8.  That  the  Board of  Directors  shall  have  full  powers  to
               implement this authorization, in accordance with the law, and:

                    - To set the terms and  conditions  of grant of the options,
                    to draw up the list of grantees or  categories  of grantees,
                    as provided for above, and to determine the circumstances in
                    which the  option  exercise  price and the  number of shares
                    acquired may be adjusted,  in  particular in the cases dealt
                    with in  Articles  174-8 to 174-16 of Decree  no.  67-236 of
                    March 23, 1967.

                    - To fix the option  exercise  period or  periods,  provided
                    that the life of the  options  does not  exceed a period  of
                    eight years from the date of grant.

                    - To provide for the  temporary  suspension  of the right to
                    exercise the options,  for a maximum period of three months,
                    in the  case of any  financial  transactions  involving  the
                    exercise of any rights attached to the Company's shares.

                    - To carry out,  directly or through a  representative,  all
                    actions and  formalities  required to implement  any capital
                    increase  or   increases   carried  out   pursuant  to  this
                    authorization,  amend the bylaws to reflect  the new capital
                    and generally do whatever is necessary.

                    - At the Board's  sole  discretion  and if  appropriate,  to
                    charge the share issuance costs against the related  premium
                    and deduct from the premium  the amount  necessary  to raise
                    the legal reserve to one-tenth of the new capital after each
                    capital increase.

               9.  The  Shareholders'  Meeting  notes  that  this  authorization
               supersedes  all earlier  authorizations  to grant  stock  options
               given  to the  Board  of  Directors,  to the  extent  that  these
               authorizations have been used.

     - Sixteenth Resolution

       (Authorization to carry out employee share issues governed by article
       L.225-138 of the Commercial Code and article L.443-5 of the Labor Code)

       The Shareholders' Meeting, having heard the report of the Board of
       Directors and the Auditors' special report, resolves, in accordance with
       articles L.225-138 and L.225-129-VII of the Commercial Code, to authorize
       the Board of Directors and any duly authorized representative of the
       Board to carry out employee share issues governed by article L.225-138 of
       the Commercial Code and article L.443-5 of the Labor Code. The shares may
       be offered to employees of the Company and those of related companies,
       within the meaning of the law, who are members of an Employee Stock
       Ownership Plan or a voluntary share-save scheme. The number of shares
       offered may not exceed 1% of the capital increase carried out pursuant to
       the authorizations given in the thirteenth, fourteenth and fifteenth
       resolutions of this Meeting.

     - Seventeenth Resolution

       (Employee share issues)

       The Shareholders' Meeting, having heard the report of the Board of
       Directors and the Auditors' special report, resolves, in accordance with
       Article L 225-180 of the Commercial Code and the other relevant
       provisions of the Code, and Articles L.443-1 et seq. of the Labor Code:

          - To cancel the  authorization  given to the Board of Directors by the
          Extraordinary  Shareholders'  Meeting of  February 4, 2003 to increase
          the capital,  on one or several occasions over a five-year period from
          the  date of the  Meeting,  by a  maximum  amount  of EUR 40  million,
          through  the  issuance  of a maximum of 10 million new EUR 4 par value
          shares.

          - To authorize the Board of Directors to increase the capital,  on one
          or several  occasions  over a  five-year  period from the date of this
          Meeting,  by a maximum amount of EUR 40 million,  through the issuance
          of a maximum of 10 million new EUR 4 par value shares.

          - That the aggregate number of shares held, directly or indirectly, by
          employees  at any time  under the  Group's  employee  stock  ownership
          plan(s) may not exceed 5% of the Company's capital stock.

          - That shareholders shall  automatically waive their pre-emptive right
          to  subscribe  the shares to be issued to  employees by virtue of this
          authorization.

          - To give full powers to the Board of Directors to:

               a) Decide,  at the time of each share  issue,  whether the shares
               are to be subscribed directly by employees who are members of the
               Group  employee stock  ownership  plan or  indirectly,  through a
               corporate mutual fund or otherwise.

               b) Set the date and the terms and  conditions of the share issues
               carried   out   under   this    authorization,    including   the
               period-of-service  requirement  to be met by eligible  employees;
               the period  allowed for employees to exercise  their rights;  the
               issue price of the new shares,  which may not be less than 20% of
               the opening price average quoted for Sodexho Alliance shares over
               the 20 trading days preceding the date of the Board of Directors'
               decision to carry out the employee  share issue;  the opening and
               closing dates of the subscription period; the date from which the
               new  shares  will  carry  dividend  rights,   which  may  be  set
               retroactively;  the period  allowed for paying up the new shares,
               not to exceed  three  years;  and,  if  appropriate,  the maximum
               number of shares  that may be  subscribed  per  employee  and per
               issue.

               c) Place on record the  capital  increases  corresponding  to the
               number of shares actually subscribed.

               d)  Carry  out any and all  necessary  formalities,  directly  or
               through a representative.

               e) Amend the  bylaws  to  reflect  the new  capital,  after  each
               capital increase.

               f) Charge the share  issuance  costs against the related  premium
               and deduct  from the premium  the amount  necessary  to raise the
               legal  reserve to one-tenth of the new capital after each capital
               increase.

               g) Generally do whatever is necessary.

          Resolution proposed by Shareholders without Company's Board approval

          Resolution A

          (Modification of Article 16.5 of the Company's Articles of
          Incorporation concerning double voting rights)

          The Shareholders' Meeting resolves to modify Article 16.4 of the
          Company's  Articles of Incorporation  concerning double voting
          rights as follows:

          New 16.4

          "4 - A right to a double vote, in addition to that  conferred to the
          other shares,  with regard to the proportion of the company capital
          which they represent, is conferred:

          -   upon all fully paid-up shares for which there is evidence of a
              registered entry in the name of one single  shareholder,  for a
              period of two years at least,

          -   upon  registered  shares  allotted  free of  charge  upon a
              shareholder,  in the  case of a  capital  increase  by way of the
              incorporation  of profits,  reserves or issue premiums,  on the
              basis of former shares for which the shareholder has such right."

          Former 16.4

          "4 - A right to a double vote, in addition to that  conferred to the
          other shares,  with regard to the proportion of the company capital
          which they represent, is conferred:

          -   upon all fully paid-up shares for which there is evidence of a
              registered entry in the name of one single  shareholder,  for a
              period of four years at least,

          -   upon  registered  shares  allotted  free of  charge  upon a
              shareholder,  in the  case of a  capital  increase  by way of the
              incorporation  of profits,  reserves or issue premiums,  on the
              basis of former shares for which the shareholder has such right."

     - Eighteenth Resolution

       (Powers to carry out formalities)

       The Shareholders' Meeting grants full powers to the bearer of a copy or
       extract of the minutes of this Meeting to carry out all necessary
       formalities.