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 20, 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 - Chairman's Message






                               EXHIBIT LIST

Exhibit           Description

99.1     Annual Report - Chairman's Message






                                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 20, 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.



Chairman's Message to Annual Shareholders' Meeting on February 3, 2004

Ladies and Gentlemen,

Please find below the text of my message to  shareholders  at the Annual Meeting
of Sodexho Alliance on February 3, 2004.


Our Group's  performance since its inception has been  exceptional.  In the past
ten years, thanks to three major acquisitions in the United Kingdom, Scandinavia
and North America, our revenues have grown seven-fold.  Our Group net income has
increased by an average of around 17% a year and our earnings per share by 9%.

For almost three years now, the Sodexho  share has tracked the general  downward
trend in the stock  market.  Naturally,  we could have done  better  during this
period,  but we have never hidden the fact that the necessary  reorganization of
our UK operations  would impact our earnings.  We have had to respond to rumors,
occasionally  negative opinions,  and over-reaction to our market announcements.
Previously, we could do no wrong, which was exaggerated;  today, some people are
trying to drag us down, which is equally unwarranted. These hasty judgments have
made our stock more volatile and encouraged  speculators,  whose fast in-and-out
trades allow them to pocket quick gains. We will do everything we can to protect
you from these  speculative  trades and will  consistently  respond  when people
publish  and  discuss  false  information  - as  affirmed  by our recent  stance
reported in the international press.

Fortunately,  most of you have been  shareholders  for a long time and are loyal
and committed to our Group,  which has always paid you a good dividend since our
IPO in 1983.

Today, in a stock market  environment roiled by recent financial  scandals,  you
are justifiably  wondering:  "Will Sodexho  continue to increase the value of my
investment" The answer,  from both myself and the teams who lead the Group with
me, is a resounding "yes".

This affirmation is supported by the following factors:

1.       The long-term outlook is good

There is still a large  potential  market to be won in all of our businesses and
host countries. Sodexho is the global leader in Healthcare, Seniors and Defense,
the segments offering the greatest potential.  Excluding the United Kingdom, our
organic growth was 2.4% in fiscal 2002 and 4.2% in fiscal 2003.

In addition,  our financial  model is  excellent.  Our  businesses  are not very
capital  intensive,  with net  capital  expenditure  representing  just  1.9% of
revenues in fiscal 2003.  Cash flow from  operations  exceeded 390 million euro,
enabling us to finance growth, reimburse debt and reward our shareholders.

2.       Our growth strategy is clear

Our growth strategy is clear, but since it is sometimes poorly understood by the
financial community,  I would like to explain in a little more detail our choice
of businesses and geographic markets.

Our choice of businesses

We have two main  businesses - food and management  services and the issuance of
service vouchers and cards - that are highly complementary.

We have  defined  our  mission:  "To  Improve  the  Quality  of Daily  Life" for
schoolchildren, university students and employees working in offices, plants and
industrial parks, on large worksites,  on oilfields and in mines, in deserts and
polar regions. We also seek to improve the quality of life for hospital patients
and staff and for seniors in their  residences.  We help  correctional  facility
inmates reintegrate into society and find work.

What is Sodexho's  real  expertise?  We  specialize  in services for  companies,
schools,  healthcare institutions,  defense facilities and remote sites. Each of
these segments requires different people, with the appropriate  skills,  because
the expectations of our customers are different.

Sometimes I hear people say that by delivering  services other than food, we are
diversifying.  Not at all. Right from the beginning, we started to manage remote
sites,  becoming  a sort of Club Med for large  worksites,  and we  entered  the
hospital market with the global hospitality  concept.  We already have our hands
full competing with Compass and Aramark  without going up against Elyo,  Dalkia,
Serco, Johnson Controls, or Veolia for example, in their core businesses.

Now, what about our choice of geographic markets?

Our choice of geographic markets

As far back as 1971, we  discovered  two obvious  facts.  The first was that the
potential of our markets was directly  proportional to the number of inhabitants
in a city, a region or a country.  The second was that France,  at that time the
world's fourth largest economy, had less than 1% of the world's population.

This is one of the reasons why we are now present in 76 countries  that are home
to around 95% of the world's population. These countries may be divided into two
categories:

- The richest countries. The concentration of wealth has accelerated in the past
ten years.  We have taken ample  advantage  of this  movement  and now have very
solid positions in these countries,  where most of the time we are number one or
two in the market.  Here, it is important that we outperform our  competitors in
terms of client  satisfaction,  organic  development,  employee  motivation  and
growth  in EBITA.  The  absolute  priority  is to  return  the  margin in our UK
operation  to the Group EBITA  margin  within the next two or three years and to
restore its growth momentum.

- The most populous countries that in 15, 30 or 50 years will become the world's
richest,  such as China,  India,  Russia and Brazil.  We were  pioneers in these
countries,  because as soon as they opened up, we  followed  our clients as they
invested  to win new  markets or moved  production  offshore.  We formed  teams,
trained  nationals  in  our  expertise  and  found  new  local  clients.   These
investments  in our human capital cost us a lot of money,  but we will double or
triple  them,  because we now have  solid  bases in these  countries,  where our
potential markets are very large. The positive earnings impact will be felt only
several  years from now,  but we will not  sacrifice  the future for  short-term
gains.

3.      We have a lot of room to increase our earnings.

We will be focusing on three points:

- Accelerating  organic growth:  improving the client  retention rate from 93 to
95%;  broadening  our food  services  offering to  increase  the number of meals
served on existing  sites (in the US public  schools  segment,  we increased the
number of meals by 5.5% last year);  and  developing  non-food  services in each
customer segment or sub-segment.

- Improving operational management, i.e., improving our EBITA and our margin.

The first  improvement  driver is gross profit.  We are  constantly  striving to
improve this key site  performance  indicator,  with a focus on reducing the two
main cost items,  labor and food.  We are now testing  human  resource  planning
systems that will enable us to optimize  onsite  staffing  levels in response to
anticipated needs.

Our purchasing volumes on each continent enable us to be very competitive around
the world.  Through menu management and recipe cataloging by client segment,  we
are reducing the number of core products, limiting the number of ingredients and
negotiating directly with food manufacturers, with supply chain costs negotiated
separately.  But  we can  still  make  considerable  improvement  by  developing
synergies  within the Group and,  in the near  future,  we will push the process
even further,  contracting  with food companies to prepare menu  components that
our teams will just have to assemble, reheat and serve.

Our  second  operational  improvement  driver  is  to  decrease  overheads  as a
percentage  of  revenues.  In the  past,  we  increased  our  overheads  without
questioning  whether it was in the client's best interest - something that often
happens in large  companies.  We are fully  committed to correcting  this drift,
however,  without sacrificing our development  investments.  We are on the right
path.

-  Implementing  key  performance  indicators.  Thanks  to  the  efforts  of our
Strategic Planning and Control Department,  the Chief Operating Officers and the
members of the Executive and Operational Committees have defined key performance
indicators for our businesses and developed a scorecard enabling us to track our
progress quarterly, compare the performance of our different units and benchmark
our results against our main competitors.

4.       Senior management is operating smoothly

Within a week after Chief Operating Officer Albert George fell ill last January,
I divided his responsibilities among the five other Executive Committee members.
We then met  several  times with the  Selection  Committee  and, on June 12, the
Board of Directors  appointed  Jean-Michel Dhenain and Michel Landel joint Chief
Operating Officers.

     I also reaffirmed my decision to focus  primarily on Group strategy,  while
overseeing the preparation of succession plans for our senior executives.  A few
months ago, we announced we were  strengthening  our  management  teams in North
America, Continental Europe and in the United Kingdom and Ireland, as well as in
our purchasing organization. These changes are now being carried out.

Today,  both the Executive  Committee and the  Operational  Committee  (which is
comprised of our top 20 executives) are operating  efficiently.  Each of them is
aware of the  progress  that  can be made  for the  Group.  The  members  of our
Operational  Committee  are known for their  honesty and  integrity,  unlike the
executives of companies that have been hit by scandals.  Executive  compensation
and stock option grants are reasonable. You can therefore trust them.

I would like to take this  opportunity  to address a question  that  everyone is
asking, which concerns my succession.  It is true that I turned 74 last week. We
therefore have to be prepared for two scenarios:

The first would be my sudden demise or full or partial disability. Ever since we
hired our 1,000th employee, and at each stage in our development,  I have always
had a designated successor. This is still the case today; this individual's name
is known only to the members of the Selection Committee and to my children,  who
have sworn in writing to keep it secret.

The  second  scenario  is the one we have  been  implementing  for the past four
years,  first to designate  Albert George and then to replace him. This involves
preparatory work by the Group Human Resources Department,  the use of an outside
consultant,  and meetings by the Selection Committee and the Board of Directors.
Today we are calmly,  confidently  and  deliberately  using the same  process to
prepare the next phase, which is my succession.

The Board

Your Board of Directors is a cohesive  authority  that acts in the  interests of
all shareholders and in the interest of the business. Its members are chosen for
their expertise, experience and understanding of our businesses.

To support its decision-making  process, the Board has created three specialized
committees:  the Selection Committee,  the Compensation  Committee and the Audit
Committee.

During  fiscal  2003,  the Board of  Directors  met nine times,  with an average
attendance rate of 82%.

The Audit Committee met three time to discuss various issues, which included the
company's   accounting  for   retirement   plan   obligations,   the  impact  of
International Financial Reporting Standards (IFRS) on the consolidated financial
statements and management's  initiative to evaluate internal control  procedures
for the President's Report in order to comply with the recent French "Loi sur la
Securite  Financiere"  and section 404 of the  Sarbanes-Oxley  Act in the United
States.  The Audit  Committee  also approved the Internal  Audit Plan for fiscal
2004 and  implemented  a procedure for its  pre-approval  of audit and non-audit
engagements of the Company's external auditors and their affiliates.

The  Board  of  Directors  appointed  one of its  members  to  evaluate  its own
operating procedures based on individual survey  questionnaires.  The results of
this survey will be presented to the  Chairman  for  discussion  among the Board
members  in order to  evaluate  the need,  if any,  for a review of the  Board's
Internal Rules.

Fees paid to your Directors are the lowest of all companies  included in the CAC
40 index, although their responsibilities are constantly  increasing.  Later, we
will ask you to approve an adjustment of their fees over a two year period.

I  would  like  to  add  that  maintaining   transparency  with  regard  to  all
stakeholders is one of our core values. We are proud that, in a ranking prepared
by  Enjeux-Les   Echos  and  DII,   Sodexho  was  named  the  most   transparent
non-financial company in the CAC 40 index.


My fellow shareholders,  to increase the value of your investment,  the Board of
Directors  and senior  management  will  focus all of the  Group's  energies  on
improving our ability to outperform the competition. Be confident in the future,
because Sodexho's strengths are many:

-  Our  values:  service  spirit,  team  spirit,  the  spirit  of  progress  and
conviviality.

- Our  mission:  "Improve  the Quality of Daily  Life",  which gives  meaning to
everything our team members do.

- Our worldwide  network and presence in 76 countries.

- Our strong competitive  positions.

- Our excellent financial model.

On behalf of the Board of  Directors,  I would like to thank all our clients for
their  trust,  all  our  employees  for  their  dedicated   professionalism  and
efficiency,  which  every day  ensures  our  success  around the world,  and our
shareholders for their loyalty.


Pierre Bellon
Chairman and Chief Executive Officer