As filed with the Securities and Exchange Commission on August 28, 2001
                                                         Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                          ---------------------------

                                   FORM F-4
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                          ---------------------------

                               Vivendi Universal
            (Exact name of Registrant as specified in its charter)
                          ---------------------------

      Republic of France                   7389                     None
   (State or jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                            42, avenue de Friedland
                         75380 Paris Cedex 08, France
                              33 (1) 71 71 10 00
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

                      Vivendi Universal U.S. Holding Co.
                               800 Third Avenue
                                   7th Floor
                           New York, New York 10022
                                (212) 572-7000
                             Attention: President
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                          ---------------------------

                                  Copies to:

       Faiza J. Saeed               Scott N. Wolfe             Elena Baxter
   Cravath, Swaine & Moore         Latham & Watkins             Bredin Prat
       Worldwide Plaza          12636 High Bluff Drive     130, rue du Faubourg
      825 Eighth Avenue                Suite 300               Saint-Honore
New York, New York 10019-7472     San Diego, CA 92130       Paris, 75008 France
       (212) 474-1000               (858) 523-5400          33 (1) 44 35 35 35
                          ---------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: Upon completion of the merger referred to herein.
     If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration Number
333-64754
     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o





                        CALCULATION OF REGISTRATION FEE
                                                                                                        

    TITLE OF EACH CLASS OF                 AMOUNT TO          PROPOSED MAXIMUM          PROPOSED MAXIMUM             AMOUNT OF
SECURITIES TO BE REGISTERED (1)        BE REGISTERED (2)   OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE (3) REGISTRATION FEE (3)
----------------------------------  ---------------------  ----------------------- --------------------------- ---------------------
Ordinary shares, nominal value            719,488                     N/A                  $197,400,316              $49,351
(euro)5.50 pershare
==================================  =====================  ======================= =========================== =====================


(1)  This registration statement relates to the registrant's ordinary shares,
     nominal value (euro)5.50 per share, to be issued to holders of common
     stock, par value $0.001 per share ("MP3.com common stock") of MP3.com,
     Inc., a Delaware corporation ("MP3.com"), pursuant to the merger
     contemplated by the Agreement and Plan of Merger, dated as of May 20,
     2001, by and among Vivendi Universal, S.A., Metronome Acquisition Sub
     Inc. and MP3.com, Inc. (the "Merger"), as described in the Registration
     Statement on Form F-4 (Registration No. 333-64754) filed by the
     Registrant. A separate registration statement on Form F-6 has been filed
     in connection with the registrant's American Depositary Shares, each
     representing one ordinary share of the registrant, to be issued in
     connection with such transaction.

(2)  Represents the number of additional ordinary shares of the Registrant
     expected to be issued to holders of common stock, $0.001 par value per
     share, of MP3.com, Inc. pursuant to the Merger, as described in the
     Registration Statement on Form F-4 (Registration No. 333-64754) filed by
     the Registrant. In connection with the filing of that Registration
     Statement, 3,597,444 ordinary shares of the Registrant were registered
     with the Securities and Exchange Commission and Registrant paid a fee of
     $49,351. The total number of ordinary shares of the Registrant to be
     issued in connection with the Merger is now expected not to exceed
     4,316,932 ordinary shares.

(3)  Pursuant to Rule 457(c),(f)(1) and (f)(3), and estimated solely for
     purposes of calculating the registration fee, the proposed maximum
     aggregate offering price of ordinary shares to be issued in connection
     with the Merger was $197,400,316, which equaled (i) the product of (a)
     the average of the high and low prices of MP3.com common stock of $4.865
     per share, as reported on the Nasdaq National Market on July 5, 2001 and
     (b) the maximum number of shares of MP3.com common stock to be canceled,
     less (ii) the maximum amount of cash to be paid by the Registrant in
     exchange for shares of MP3.com common stock (which equals $5.00 times
     one-half the total number of shares of MP3.com common stock to be
     canceled). The proposed maximum offering






     price will not be affected by the registration of additional ordinary
     shares of Vivendi Universal, and therefore the registration fee was paid
     in full in connection with the Registration Statement on Form F-4
     (Registration No. 333-64754).


                               EXPLANATORY NOTE

     This Registration Statement is being filed by Vivendi Universal pursuant
to General Instruction H to Form F-4 Registration Statement and Rule 462(b)
issued under the Securities Act of 1933, as amended, solely to register an
additional number of ordinary shares of Vivendi Universal for issuance
pursuant to the merger contemplated by the Agreement and Plan of Merger, dated
as of May 20, 2001, as amended (the "Merger"), among Vivendi Universal, S.A.,
Metronome Acquisition Sub Inc. and MP3.com, Inc.

     Vivendi Universal previously registered a total of 3,597,444 of its
ordinary shares for issuance pursuant to the Merger Agreement by means of the
currently effective Registration Statement on Form F-4 (Registration No.
333-64754) and Registrant paid a fee of $49,351 based on the proposed maximum
aggregate offering price of $197,400,316. The proposed maximum offering price
will not be affected by the registration of additional ordinary shares of
Vivendi Universal, and therefore the registration fee was paid in full in
connection with the Registration Statement on Form F-4 (Registration No.
333-64754). The total number of ordinary shares of Vivendi Universal to be
issued in connection with the Merger is now expected not to exceed 4,316,932
ordinary shares.

     The contents of the prior Registration Statement on Form F-4 (Registration
No. 333-64754) are hereby incorporated by reference into this Registration
Statement.






                                    PART II

                  INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)  Exhibits.

     The following documents are filed as exhibits to the registration
statement:

Exhibit
Number                             Description

2.1       Agreement and Plan of Merger dated as of May 20, 2001, among Vivendi
          Universal, S.A., Metronome Acquisition Sub Inc. and MP3.com, Inc.
          (incorporated by reference to Annex A to the proxy
          statement/prospectus which is a part of the Registration Statement
          on Form F-4 (Registration No. 333- 64754) dated July 9, 2001).

2.2       Modification Agreement dated as of June 13, 2001, among Vivendi
          Universal, S.A., Metronome Acquisition Sub Inc. and MP3.com, Inc.
          (incorporated by reference to Annex A to the proxy
          statement/prospectus which is part of the Registration Statement on
          Form F-4 (Registration No. 333- 64754) dated July 9, 2001).

3.1       Vivendi Universal Restated Corporate statuts (organizational
          document) (English translation) (incorporated by reference to the
          Vivendi Universal Annual Report on Form 20-F dated July 2, 2001).

4.1       Deposit Agreement dated as of April 19, 1995, as amended and
          restated as of September 11, 2000, and as further amended and
          restated as of December 8, 2000, among Vivendi Universal, S.A., The
          Bank of New York, as Depositary, and all the Owners and Beneficial
          Owners from time to time of American Depositary Shares issued
          thereunder (incorporated by reference to the Vivendi Universal
          Registration Statement on Form 8-A dated December 29, 2000).

5.1       Opinion of Jean-Francois Dubos as to the validity of the securities
          being issued.


8.1       Opinion of Cravath, Swaine & Moore as to certain U.S. Federal income
          tax matters.

8.2       Opinion of Ernst & Young LLP as to certain U.S. Federal income tax
          matters.

10.1      Merger Agreement, dated as of June 19, 2000, by and among Vivendi
          S.A., Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc. and The
          Seagram Company Ltd. (incorporated by reference to the Vivendi
          Universal Registration Statement on Form F-4 dated
          October 30, 2000).

10.2      Shareholder Governance Agreement, dated as of June 19, 2000, by and
          among Vivendi S.A., Sofiee S.A. and certain shareholders of The
          Seagram Company Ltd. (incorporated by reference to the Vivendi
          Universal Registration Statement on Form F-4 dated
          October 30, 2000).

10.3      Stock and Asset Purchase Agreement, dated as of December 19, 2000,
          among Vivendi Universal, S.A., Pernod Ricard S.A. and Diageo plc
          (incorporated by reference to the Vivendi Universal Registration
          Statement on Form F-4 dated February 5, 2001).

21.1      Subsidiaries of Vivendi Universal, S.A. (incorporated by reference
          to the Vivendi Universal Annual Report on Form 20-F dated
          July 2, 2001).

23.1      Consent of RSM Salustro Reydel and Barbier Frinault & Cie.

23.2      Consent of RSM Salustro Reydel.

23.3      Consent of Ernst & Young LLP.

23.4      Consent of PricewaterhouseCoopers LLP.

23.5      Consent of Jean-Francois Dubos (included in Exhibit 5.1).

23.6      Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).

23.7      Consent of Ernst & Young LLP (included in Exhibit 8.2).

24.1      Power of Attorney of certain officers and directors of Vivendi
          Universal (included on the signature page of the Registration
          Statement on Form F-4 (Registration No. 333-64754), dated July 9,
          2001).






     (b)  Not applicable.






                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Registration Statement on Form
F-4 and has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in New York, New York, on this
28th day of August, 2001.

                               VIVENDI UNIVERSAL


                                   By: /s/ George E. Bushnell, III
                                      --------------------------------------
                                   Name:  George E. Bushnell, III
                                   Title: Vice President


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.





                                                                          

Signature                               Title                                   Date
---------                               -----                                   ----

            *                           Chairman and Chief Executive Officer    August 28, 2001
---------------------------             (Principal Executive Officer)
Jean-Marie Messier

            *                           Vice Chairman                           August 28, 2001
---------------------------
Edgar Bronfman, Jr.

            *                           Chief Financial Officer (Principal      August 28, 2001
---------------------------             Financial and Principal Accounting
Guillaume Hannezo                       Officer)

            *                           Senior Vice President, Finance          August 28, 2001
---------------------------             (Deputy Chief Financial Officer)
Dominique Gibert

            *                           Director and Co-Chief Operating         August 28, 2001
---------------------------             Officer
Pierre Lescure

            *                           Director and Co-Chief Operating         August 28, 2001
---------------------------             Officer
Eric Licoys

           *                            Director                                August 28, 2001
---------------------------
Bernard Arnault

                                        Director
---------------------------
Jean-Louis Beffa

            *                           Director                                August 28, 2001
---------------------------
Jean-Marc Espalioux

            *                           Director                                August 28, 2001
---------------------------
Philippe Foriel-Destezet

            *                           Director                                August 28, 2001
---------------------------
Jacques Friedmann

            *                           Director                                August 28, 2001
---------------------------
Mario-Josee Kravis

            *                           Director                                August 28, 2001
---------------------------
Henri Lachmann

            *                           Director                                August 28, 2001
---------------------------
Samuel Minzberg

                                        Director
---------------------------
Simon Murray







                                                                          

            *                           Director                                August 28, 2001
---------------------------
Serge Tchuruk

            *                           Director                                August 28, 2001
---------------------------
Rene Thomas

            *                           Director                                August 28, 2001
---------------------------
Marc Vienot

                                        Director
---------------------------
Esther Koplowitz

                                        Director
---------------------------
Edgar M. Bronfman

            *                           Director                                August 28, 2001
---------------------------
Richard H. Brown


  /s/ George E. Bushnell, III           Authorized Representative in the        August 28, 2001
---------------------------             United States
George E. Bushnell, III


*By: /s/ George E. Bushnell, III
     ------------------------------
     Name:  George E. Bushnell, III
     Attorney-in-Fact








                                 EXHIBIT INDEX
Exhibits
Number                         Description

2.1            Agreement and Plan of Merger dated as of May 20, 2001, among
               Vivendi Universal, S.A., Metronome Acquisition Sub Inc. and
               MP3.com, Inc. (incoporated by reference to Annex A to the proxy
               statement/prospectus which is a part of the Registration
               Statement on Form F-4 (Registration No. 333-64754) dated July
               9, 2001).

2.2            Modification Agreement dated as of June 13, 2001, among Vivendi
               Universal, S.A., Metronome Acquisition Sub Inc. and MP3.com,
               Inc. (incorporated by reference to Annex A to the proxy
               statement/prospectus which is part of the Registration
               Statement on Form F-4 (Registration No. 333-64754) dated July
               9, 2001).

3.1            Vivendi Universal Restated Corporate statuts (organizational
               document) (English translation) (incorporated by reference to
               the Vivendi Universal Annual Report on Form 20-F dated July 2,
               2001).

4.1            Deposit Agreement dated as of April 19, 1995, as amended and
               restated as of September 11, 2000, and as further amended and
               restated as of December 8, 2000, among Vivendi Universal, S.A.,
               The Bank of New York, as Depositary, and all the Owners and
               Beneficial Owners from time to time of American Depositary
               Shares issued thereunder (incorporated by reference to the
               Vivendi Universal Registration Statement on Form 8-A dated
               December 29, 2000).

5.1            Opinion of Jean-Francois Dubos as to the validity of the
               securities being issued.

8.1            Opinion of Cravath, Swaine & Moore as to certain U.S. Federal
               income tax matters.

8.2            Opinion of Ernst & Young LLP as to certain U.S. Federal income
               tax matters.

10.1           Merger Agreement, dated as of June 19, 2000, by and among
               Vivendi S.A., Canal Plus S.A., Sofiee S.A., 3744531 Canada Inc.
               and The Seagram Company Ltd. (incorporated by reference to the
               Vivendi Universal Registration Statement on Form F-4 dated
               October 30, 2000).

10.2           Shareholder Governance Agreement, dated as of June 19, 2000, by
               and among Vivendi S.A., Sofiee S.A. and certain shareholders of
               The Seagram Company Ltd. (incorporated by reference to the
               Vivendi Universal Registration Statement on Form F-4 dated
               October 30, 2000).

10.3           Stock and Asset Purchase Agreement, dated as of December 19,
               2000, among Vivendi Universal, S.A., Pernod Ricard S.A. and
               Diageo plc (incorporated by reference to the Vivendi Universal
               Registration Statement on Form F-4 dated February 5, 2001).

21.1           Subsidiaries of Vivendi Universal, S.A. (incorporated by
               reference to the Vivendi Universal Annual Report on Form 20-F
               dated July 2, 2001).

23.1           Consent of RSM Salustro Reydel and Barbier Frinault & Cie.

23.2           Consent of RSM Salustro Reydel.

23.3           Consent of Ernst & Young LLP.

23.4           Consent of PricewaterhouseCoopers LLP.

23.5           Consent of Jean-Francois Dubos (included in Exhibit 5.1).

23.6           Consent of Cravath, Swaine & Moore (included in Exhibit 8.1).

23.7           Consent of Ernst & Young LLP (included in Exhibit 8.2).

24.1           Power of Attorney of certain officers and directors of Vivendi
               Universal (included on the signature page of the Registration
               Statement on Form F-4 (Registration No. 333-64754), dated
               July 9, 2001).