9.25% Senior Notes due 2010  (92852EAA3/US92852EAA38;
                                  F7063CAF3/USF7063CAF35;
                                  92852EAG0/US92852EAG08)

    6.25% Senior Notes due 2008  (92852EAE5/US92852EAE59;
                                  F7063CAL0/USF7063CAL03;
                                  92852EAH8/US92852EAH80)

    9.50% Senior Notes due 2010  (XS0165785766; XS0165785683; XS0173797803)

    6.25% Senior Notes due 2008  (XS0172035924; XS0172035841; XS0181803916)

         For Aggregate Consideration Not To Exceed euro 1,000,000,000
                           and Consent Solicitation

    PARIS, May 25 /PRNewswire/ -- Vivendi Universal S.A. (the "Company")
announced the commencement on May 25, 2004 of a tender offer (the "Tender
Offer") for aggregate cash consideration not to exceed euro 1,000,000,000 for
any and all of its outstanding 9.25% Senior Notes due 2010 (the "9.25%
Notes"), U.S. dollar-denominated 6.25% Senior Notes due 2008 (the "6.25%
Dollar Notes"), 9.50% Senior Notes due 2010 (the "9.50% Notes" and, together
with the 9.25% Notes, the "2010 Notes") and euro-denominated 6.25% Senior
Notes due 2008 (the "6.25% Euro Notes" and, together with the 6.25% Dollar
Notes, the "2008 Notes" and the 2008 Notes and 2010 Notes together, the
"Notes," and each a "series" of Notes).
    The Notes will be purchased according to a priority of series (the
"Acceptance Priority Level") as set forth in the table below.  All Notes
having a higher Acceptance Priority Level will be accepted for purchase before
any tendered Notes having a lower Acceptance Priority Level are accepted.
Certain information to be used in determining the consideration payable in
respect of each $1,000 principal amount, or euro 1,000 principal amount, as
the case may be, of each series of Notes tendered, is also set forth in the
table below.

    Title of    Outstanding  Acceptance  Purchase  Consent    Total
    Security    Principal    Priority    Price(1)  Payment(1) Consideration(1)
                Amount       Level
    9.25%
     Senior
     Notes
     due
     2010      $935,000,000      1      $1,140.00      $30.00      $1,170.00

    6.25%
     Senior
     Notes
     due
     2008      $975,000,000      2      $1,015.00      $30.00      $1,045.00

    9.50%
     Senior
     Notes
     due
     2010  euro 325,000,000      3  euro 1,160.00  euro 30.00  euro 1,190.00

    6.25%
     Senior
     Notes
     due
     2008  euro 500,000,000      4  euro 1,042.50  euro 30.00  euro 1,072.50


    (1) Per $1,000 principal amount, or euro 1,000 principal amount,
        as the case may be.

    Holders who tender their Notes on or prior to 5:00 p.m., New York City
time, on Tuesday, June 8, 2004 (the "Consent Date") will receive the relevant
Total Consideration (as set forth in the table above), subject to the terms
and conditions set forth in the Offer to Purchase (as defined below).  Holders
who tender their Notes after 5:00 p.m., New York City time, on the Consent
Date and at or prior to 12:00 midnight, New York City time, on Thursday June
24, 2004 (the "Expiration Date") will receive the relevant Purchase Price (as
set forth in the table above), subject to the terms and conditions set forth
in the Offer to Purchase. Accrued and unpaid interest on all tendered Notes
accepted for payment will also be paid to, but not including, the settlement
date for the Tender Offer, which will be promptly following the Expiration
Date.
    The aggregate cash consideration in the Offer is limited to euro
1,000,000,000 (the "Maximum Tender Amount").  Notes that are validly tendered
(and not withdrawn) on or prior to the Expiration Date may be subject to
proration if the principal amount tendered exceeds the Maximum Tender Amount.
The Offer is not conditioned on any minimum amount of Notes being tendered.
    Concurrently with the Tender Offer, the Company is soliciting (the
"Solicitation" and together with the Tender Offer, the "Offer") consents (the
"Consents") from holders of the Notes (collectively, the "Holders" and each a
"Holder") to amendments to, and waivers under, the Indentures governing the
2010 Notes and the 2008 Notes, that will eliminate substantially all of the
restrictive covenants, certain events of default and related provisions
contained in the Indentures (the "Proposed Amendments").
    The relevant Consent Payment (as set forth in the table above) is not
conditioned upon the adoption of the Proposed Amendments with respect to a
series of Notes, and the Tender Offer is not conditioned upon the receipt of
the Requisite Consents.
    Adoption of the Proposed Amendments with respect to the 2010 Notes or the
2008 Notes requires the Consent of at least a majority in aggregate principal
amount of the 2010 Notes, or the 2008 Notes, as the case may be, then
outstanding (the "Requisite Consents"); provided, that the Proposed Amendments
with respect to the 2010 Notes, or the 2008 Notes, as the case may be, will
not become operative if the Company does not have sufficient funds to purchase
all such 2010 Notes or 2008 Notes that are validly tendered in and not
withdrawn from the Tender Offer.  The 9.25% Notes and the 9.50% Notes vote
together as a class for purposes of adopting the Proposed Amendments.  The
6.25% Dollar Notes and the 6.25% Euro Notes vote together as a class for
purposes of adopting the Proposed Amendments.
    If the Proposed Amendments are adopted with respect to a series of Notes,
and all Notes of such series that are validly tendered in and not withdrawn
from the Tender Offer are accepted for purchase, the Notes of such series that
are not purchased will remain outstanding, but will be subject to the terms of
the applicable Indenture as modified by the applicable Supplemental Indenture.
    Holders who validly tender Notes pursuant to the Offer on or prior to the
Consent Date may withdraw such Notes at any time on or prior to the Consent
Date.  Once tendered, Notes may not be withdrawn after the Consent Date,
except in limited circumstances.  Holders who validly deliver Consents
pursuant to the Offer may revoke such Consents prior to the time at which the
Supplemental Indenture relating to the series of Notes to which those Consents
relate becomes effective, which will be the date on which such Supplemental
Indenture is executed.  However, if a Consent is revoked, the Holder will not
be eligible to receive the Consent Payment for those Notes.  Any valid
revocation of a Consent on or prior to the Consent Date will be deemed a
withdrawal of the related Notes previously tendered pursuant to the Offer.
    Notwithstanding any other provision of the Offer, the Company's obligation
to accept for purchase, and to pay for, Notes validly tendered pursuant to the
Offer is conditioned upon satisfaction or waiver of certain general conditions
as set forth in the Offer to Purchase.  The Company, in its sole discretion,
may waive any of the conditions of the Offer in whole or in part, at any time
or from time to time.
    The Offer is being made solely pursuant to an Offer to Purchase and
Consent Solicitation dated May 25, 2004 (the "Offer to Purchase"), which more
fully sets forth and governs the terms and conditions of the Offer. The Offer
to Purchase can be obtained (as well as additional information about the terms
of the Offer, how to tender Notes and conditions to the Offer) by contacting
the information agent (Global Bondholder Services Corporation (Toll free: +1
(866) 470-4500; +44(0)20-7864-9136; or (banks and brokers) +1 (212) 430-3774))
or the Dealer Managers (Banc of America Securities LLC (Toll free: +1 (888)
292-0070 or +1 (212) 847-5834) and J.P. Morgan Securities Inc. (Toll free: +1
(866) 834-4666; +1-212-834-4802; or +44 (0)207-7742-7506).
    This announcement does not constitute a recommendation regarding the
Offer.  Holders should seek advice from an independent financial adviser as to
the suitability of the transactions described herein for the individual
concerned.  Banc of America Securities LLC and J.P. Morgan Securities Inc. are
acting as the Dealer Managers for the Offer.

    Important disclaimers:
    This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not guarantees of future performance. Actual
results may differ materially from the forward-looking statements as a result
of a number of risks and uncertainties, many of which are outside our control,
including but not limited to, the risks described in the Offer to Purchase and
the documents Vivendi Universal has filed with the U.S. Securities and
Exchange Commission and the French Commission des Operations de Bourse.
Investors and security holders may obtain a free copy of documents filed by
Vivendi Universal with the U.S. Securities and Exchange Commission at
(http://www.sec.gov) or directly from Vivendi Universal. Vivendi Universal
does not undertake, nor has any obligation, to provide, update or revise any
forward-looking statements.
    The Offer does not constitute an offer to purchase Notes in any
jurisdiction in which, or to or from any person to or from whom, it is
unlawful to make such offer under applicable securities or "blue sky" laws.
The Notes not being listed in France, no documents relating to the Offer have
been submitted to the clearance procedures of the French Autorite des marches
financiers (AMF).  The Notes have not been offered and will not be offered,
directly or indirectly, to the public in France and the Offer will be made in
the Republic of France only to qualified investors (investisseurs qualifies)
as defined and in accordance with Articles L.411-1 and L.411-2 of French Code
monetaire et financier and Decree no. 98-880 dated October 1st, 1998 relating
to offers to qualified investors.  Furthermore, offering material relating to
any Notes will not be distributed or caused to be distributed other than to
those investors to whom offers of Notes may be made as described above.
The documents relating to the Offer described in this press release have not
been submitted to the clearance procedures of Commissione Nazionale per le
Societa e la Borsa (CONSOB) and are not directed to investors resident in
Italy.  No interests in the Notes are being offered, sold, purchased or
delivered, no Consent is being solicited and neither the documents relating to
the Offer nor any other offering or publicity material relating to the Offer
described in this press release or the Notes is or will be distributed to
Holders of the Notes who are Italian residents or who are located in Italy by
Vivendi Universal or any of the Dealer Managers or any other person acting on
its or their behalf.  Accordingly, Holders of the Notes are hereby notified
that, to the extent such Holders are Italian residents or are located in
Italy, the Offer is not available to them and, as such, any electronic
acceptance instruction or any other acceptance instruction in whatever form
received from such persons shall be void.

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