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. 1)*


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

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

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

                                December 23, 2003
--------------------------------------------------------------------------------
             (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 5 Pages

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

        BNP Paribas S.A.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                        (a) |_|
                                                                        (b) |_|

3       SEC USE ONLY

4       CITIZENSHIP OR PLACE OF ORGANIZATION

        France

                    5      SOLE VOTING POWER

                           161,307,791
  NUMBER OF
   SHARES           6      SHARED VOTING POWER
BENEFICIALLY
  OWNED BY                 116,921
    EACH
 REPORTING          7      SOLE DISPOSITIVE POWER
PERSON WITH
                           161,307,791

                    8      SHARED DISPOSITIVE POWER

                           116,921

9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        161,424,712


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

        25.9%

12      TYPE OF REPORTING PERSON*

        CO



CUSIP No. 021244108                    13G                     Page 3 of 5 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:

             BNP Paribas S.A.

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

             16 boulevard des Italiens, 75009 Paris, France

Item 2(c)    Citizenship:

             France

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:
                   161,424,712 shares
             (b)   Percent of class:
                   25.9% of the shares and 25.9% of the voting rights
             (c)   Number of shares as to which the person has:
                   (i)  Sole power to vote or direct the vote:
                        161,307,791 (held directly)
                  (ii)  Shared power to vote or direct the vote:
                        116,921
                 (iii)  Sole power to dispose or to direct the disposition of:
                        161,307,791
                  (iv)  Shared power to dispose or to direct the disposition of:
                        116,921




CUSIP No. 021244108                    13G                     Page 4 of 5 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


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.

             Not Applicable


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 5 of 5 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.

                                                   December 29, 2003



                                                 /s/ Philippe Lousky
                                                 ------------------------------
                                                 By:    Philippe Lousky
                                                 Title: Chief Operating Officer
                                                        Compliance Corporate &
                                                        Investment Banking