As filed with the Securities and Exchange Commission on April 13, 2006
                                                     Registration No. _________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                                     RHODIA
             (Exact name of registrant as specified in its charter)

  France                                               Not Applicable
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                             Coeur Defense - Tour A
                        110, Esplanade Charles de Gaulle
                                92400 Courbevoie
                                     France

          (Address of principal executive offices, including zip code)
                          -----------------------------
                         Rhodia 2006 Employee Share Plan
                            (Full title of the plan)

                                   Rhodia Inc.
                            259 Prospect Plains Road
                               Cranbury, NJ 08512
                                 (609) 860-4494
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
           Title of                     Amount              Proposed Maximum         Proposed Maximum           Amount of
       Securities to be                  to be             Offering Price Per           Aggregate              Registration
          Registered                 Registered(1)               Share                Offering Price               Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                       <C>                       <C>                    <C>
Ordinary Shares, nominal value        15,000,000                $2.28(2)                  $34,200,000(2)         $3,659.40
              (euro)1 per share
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional ordinary shares, nominal value (euro)1 per
     share (the "Ordinary Shares"), of Rhodia (the "Registrant") which become
     issuable under any of the Registrant's plans registered pursuant to this
     Registration Statement by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction or similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the Registrant's outstanding Ordinary Shares.

(2)  Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
     Maximum Offering Price Per Share and the Proposed Maximum Aggregate
     Offering Price for an aggregate of 15,000,000 Ordinary Shares are estimated
     based on the average of the high and low prices of the Ordinary Shares
     reported on Euronext Paris, SA, on April 10, 2006, translated into U.S.
     dollars at the noon buying rate in New York City on April 10, 2006, for
     cable transfers in Euros as certified for customs purposes by the Federal
     Reserve Bank of New York on that date. Such estimate is being utilized
     solely for the purpose of calculating the registration fee.



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Annual Information.*






------------------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.


                                       2
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.   Incorporation of Documents by Reference.

               The following documents previously filed with the Securities and
          Exchange Commission (the "SEC") by the Registrant are incorporated by
          reference in this Registration Statement:

               (a) the Registrant's annual report on Form 20-F (No. 001-14838),
          as filed with the SEC on April 10, 2006 (the "Annual Report on Form
          20-F"), pursuant to Section 13 of the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), which contains audited financial
          statements for the Registrant's latest financial year for which such
          statements have been filed; and

               (b) the description of the Registrant's Ordinary Shares set forth
          in Item 10 in the Registrant's Annual Report on Form 20-F with the
          exception of the sections captioned "Exchange Controls", "Material
          Contracts", "Taxation", "Statements by Experts", "Documents on
          Display", and "Subsidiary Information", including any amendment or
          report for the purpose of updating such description.

               All documents subsequently filed by the Registrant with the SEC
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
          and any Form 6-K that the Registrant may furnish to the SEC which the
          Registrant specifically states is incorporated by reference into this
          prospectus, prior to the filing of a post-effective amendment to this
          Registration Statement which indicates that all securities offered
          have been sold, or which deregisters all securities then remaining
          unsold, shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date such
          documents are filed with the SEC.

               Any statement contained in a document incorporated or deemed to
          be incorporated by reference herein shall be deemed to be modified or
          superseded for purposes of this Registration Statement to the extent
          that a statement incorporated by reference herein modified or
          supersedes such statement. Any such statement so modified or
          superseded shall not be deemed, except as so modified or superseded,
          to constitute a part of this Registration Statement.


                                       3
<PAGE>


ITEM 4.   Description of Securities.

          Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.

ITEM 6.   Indemnification of Directors and Officers.

          The French commercial code provides that any clause of a corporation's
          by-laws that conditions legal proceedings against the members of its
          board of directors or the chief executive officer on the prior
          approval or authorization of the general shareholders' meeting or
          which provides in advance for the waiver of such proceedings is void.
          The French commercial code also provides that a resolution adopted at
          a general shareholders' meeting cannot cause the extinction of an
          action brought against the members of the board of directors or the
          chief executive officer for breach of duty in their official capacity.

          The Registrant maintains a policy of directors and officers civil
          liability insurances, which insures legal and de facto directors and
          officers of the Registrant against losses they may incur as a result
          of a breach of duty in their official capacity under French or foreign
          laws and regulations. The insurance also covers fees incurred in
          connection with civil and criminal actions.

          Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers or persons
          controlling the registrant pursuant to the foregoing provisions, the
          registrant has been informed that in the opinion of the SEC such
          indemnification is against public policy as expressed in the Act and
          is therefore unenforceable.

ITEM 7.   Exemption from Registration Claimed.

          Not applicable.

ITEM 8.   Exhibits.

          See attached exhibit list.

ITEM 9.   Undertakings.

          (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                                       4
<PAGE>

                    (ii) To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement; and

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in the Registration Statement;

          provided, however, that the undertakings set forth in paragraphs
          (a)(1)(i) and (a)(1)(ii) above do not apply if the information
          required to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed with or furnished to
          the SEC by the Registrant pursuant to Section 13 or Section 15(d) of
          the Exchange Act that are incorporated by reference in this
          Registration Statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof, and

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       5

<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paris, France, on this 13th day of April, 2006.

                                  RHODIA



                                  By: /s/ Jean-Pierre Clamadieu
                                      ----------------------------------------
                                      Name:  Jean-Pierre Clamadieu
                                      Title: Chief Executive Officer

                                       6

<PAGE>


                                POWER OF ATTORNEY


          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jean-Pierre Clamadieu, Pascal
Bouchiat and Jean-Pierre Labroue his true and lawful attorney-in-fact- and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign and
to file a Registration Statement on Form S-8 (or such other Form as may be
appropriate) in connection with the registration of Ordinary Shares of the
Registrant and any and all amendments (including post-effective amendments) to
any such Registration Statement on Form S-8 with the Securities and Exchange
Commission, granting to said attorney-in-fact and agent full power and authority
to perform any other act on behalf of the undersigned required to be done in the
premises. This power of attorney may be executed in counterparts.

          Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated.

<TABLE>
<CAPTION>
        Signature                             Title                                             Date
        ---------                             -----                                             ----

<S>                                     <C>                                                  <C>

/s/ Jean-Pierre Clamadieu                Chief Executive Officer, Director
---------------------------------
Jean-Pierre Clamadieu


/s/ Pascal Bouchiat                      Chief Financial Officer
---------------------------------
Pascal Bouchiat


/s/ Valerie Raoul-Desprez                Financial Controller (Principal Accounting
---------------------------------        Officer)
Valerie Raoul-Desprez


/s/ Yves Rene Nanot                      Chairman of the Board of Directors,
---------------------------------        Director
Yves Rene Nanot


---------------------------------        Director
Aldo Cardoso


/s/ Pascal Colombani                     Director
---------------------------------
Pascal Colombani


---------------------------------        Director
Jerome Contamine


---------------------------------        Director
Michel de Fabiani


                                       7
<PAGE>


/s/ Jacques Kheliff                      Director
---------------------------------
Jacques Kheliff


/s/ Olivier Legrain                      Director
---------------------------------
Olivier Legrain


/s/ Pierre Levi                          Director
---------------------------------
Pierre Levi


---------------------------------        Director
Francis Mer


/s/ Hubertus Sulkowski                   Director
---------------------------------
Hubertus Sulkowski


/s/ James Harton                         Authorized U.S. Representative
---------------------------------
James Harton

</TABLE>

                                       8

<PAGE>


                                  Exhibit Index


Exhibit
Number    Description

4.1       Registrant's Statuts (bylaws) (unofficial English translation)
          (incorporated by reference from Exhibit 1 to the Registrant's annual
          report on Form 20-F for the fiscal year ended December 31, 2005).

4.2*      Description of Rhodia 2006 Employee Share Plan.

5.1*      Opinion of Jean-Pierre Labroue, General Counsel, as to the legality
          of the Ordinary Shares.

23.1*     Consent of PricewaterhouseCoopers.

23.2*     Consent of Jean Pierre Labroue, General Counsel (included in his
          opinion filed as Exhibit 5.1).

24.1*     Powers of Attorney (included on the Signature Page).









---------------------------------
*    Filed herewith.


                                       9
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{"company-data": {"conformed-name": "RHODIA", "cik": "0001062814", "assigned-sic": "2800", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-133271", "film-number": "06758238"}, "business-address": {"street1": "26 QUAI ALPHONSE LE GALLO", "city": "BOULOGNE-BILLANCOURT", "state": "I0", "zip": "92512", "phone": "011-331-5538-4000"}}
As filed with the Securities and Exchange Commission on April 13, 2006
                                                     Registration No. _________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                                     RHODIA
             (Exact name of registrant as specified in its charter)

  France                                               Not Applicable
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                     Identification No.)

                             Coeur Defense - Tour A
                        110, Esplanade Charles de Gaulle
                                92400 Courbevoie
                                     France

          (Address of principal executive offices, including zip code)
                          -----------------------------
                         Rhodia 2006 Employee Share Plan
                            (Full title of the plan)

                                   Rhodia Inc.
                            259 Prospect Plains Road
                               Cranbury, NJ 08512
                                 (609) 860-4494
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
           Title of                     Amount              Proposed Maximum         Proposed Maximum           Amount of
       Securities to be                  to be             Offering Price Per           Aggregate              Registration
          Registered                 Registered(1)               Share                Offering Price               Fee
---------------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, nominal value        15,000,000                $2.28(2)                  $34,200,000(2)         $3,659.40
              (euro)1 per share
---------------------------------------------------------------------------------------------------------------------------------
(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional ordinary shares, nominal value (euro)1 per
     share (the "Ordinary Shares"), of Rhodia (the "Registrant") which become
     issuable under any of the Registrant's plans registered pursuant to this
     Registration Statement by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction or similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the Registrant's outstanding Ordinary Shares.

(2)  Pursuant to Rules 457(c) and 457(h) under the Securities Act, the Proposed
     Maximum Offering Price Per Share and the Proposed Maximum Aggregate
     Offering Price for an aggregate of 15,000,000 Ordinary Shares are estimated
     based on the average of the high and low prices of the Ordinary Shares
     reported on Euronext Paris, SA, on April 10, 2006, translated into U.S.
     dollars at the noon buying rate in New York City on April 10, 2006, for
     cable transfers in Euros as certified for customs purposes by the Federal
     Reserve Bank of New York on that date. Such estimate is being utilized
     solely for the purpose of calculating the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  Plan Information.*

ITEM 2.  Registrant Information and Employee Annual Information.*

------------------
*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act and the "Note" to Part I of Form S-8.

                                       2
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   Incorporation of Documents by Reference.

               The following documents previously filed with the Securities and
          Exchange Commission (the "SEC") by the Registrant are incorporated by
          reference in this Registration Statement:

               (a) the Registrant's annual report on Form 20-F (No. 001-14838),
          as filed with the SEC on April 10, 2006 (the "Annual Report on Form
          20-F"), pursuant to Section 13 of the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), which contains audited financial
          statements for the Registrant's latest financial year for which such
          statements have been filed; and

               (b) the description of the Registrant's Ordinary Shares set forth
          in Item 10 in the Registrant's Annual Report on Form 20-F with the
          exception of the sections captioned "Exchange Controls", "Material
          Contracts", "Taxation", "Statements by Experts", "Documents on
          Display", and "Subsidiary Information", including any amendment or
          report for the purpose of updating such description.

               All documents subsequently filed by the Registrant with the SEC
          pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
          and any Form 6-K that the Registrant may furnish to the SEC which the
          Registrant specifically states is incorporated by reference into this
          prospectus, prior to the filing of a post-effective amendment to this
          Registration Statement which indicates that all securities offered
          have been sold, or which deregisters all securities then remaining
          unsold, shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date such
          documents are filed with the SEC.

               Any statement contained in a document incorporated or deemed to
          be incorporated by reference herein shall be deemed to be modified or
          superseded for purposes of this Registration Statement to the extent
          that a statement incorporated by reference herein modified or
          supersedes such statement. Any such statement so modified or
          superseded shall not be deemed, except as so modified or superseded,
          to constitute a part of this Registration Statement.

                                       3
ITEM 4.   Description of Securities.

          Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

          Not applicable.

ITEM 6.   Indemnification of Directors and Officers.

          The French commercial code provides that any clause of a corporation's
          by-laws that conditions legal proceedings against the members of its
          board of directors or the chief executive officer on the prior
          approval or authorization of the general shareholders' meeting or
          which provides in advance for the waiver of such proceedings is void.
          The French commercial code also provides that a resolution adopted at
          a general shareholders' meeting cannot cause the extinction of an
          action brought against the members of the board of directors or the
          chief executive officer for breach of duty in their official capacity.

          The Registrant maintains a policy of directors and officers civil
          liability insurances, which insures legal and de facto directors and
          officers of the Registrant against losses they may incur as a result
          of a breach of duty in their official capacity under French or foreign
          laws and regulations. The insurance also covers fees incurred in
          connection with civil and criminal actions.

          Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted to directors, officers or persons
          controlling the registrant pursuant to the foregoing provisions, the
          registrant has been informed that in the opinion of the SEC such
          indemnification is against public policy as expressed in the Act and
          is therefore unenforceable.

ITEM 7.   Exemption from Registration Claimed.

          Not applicable.

ITEM 8.   Exhibits.

          See attached exhibit list.

ITEM 9.   Undertakings.

          (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
               of the Securities Act;

                                       4
(ii) To reflect in the prospectus any facts or events
               arising after the effective date of this Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement; and

                    (iii) To include any material information with respect to
               the plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in the Registration Statement;

          provided, however, that the undertakings set forth in paragraphs
          (a)(1)(i) and (a)(1)(ii) above do not apply if the information
          required to be included in a post-effective amendment by those
          paragraphs is contained in periodic reports filed with or furnished to
          the SEC by the Registrant pursuant to Section 13 or Section 15(d) of
          the Exchange Act that are incorporated by reference in this
          Registration Statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof, and

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                       5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Paris, France, on this 13th day of April, 2006.

                                  RHODIA

                                  By: /s/ Jean-Pierre Clamadieu
                                      ----------------------------------------
                                      Name:  Jean-Pierre Clamadieu
                                      Title: Chief Executive Officer

                                       6
POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Jean-Pierre Clamadieu, Pascal
Bouchiat and Jean-Pierre Labroue his true and lawful attorney-in-fact- and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign and
to file a Registration Statement on Form S-8 (or such other Form as may be
appropriate) in connection with the registration of Ordinary Shares of the
Registrant and any and all amendments (including post-effective amendments) to
any such Registration Statement on Form S-8 with the Securities and Exchange
Commission, granting to said attorney-in-fact and agent full power and authority
to perform any other act on behalf of the undersigned required to be done in the
premises. This power of attorney may be executed in counterparts.

          Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
indicated.
Signature                             Title                                             Date
        ---------                             -----                                             ----
/s/ Jean-Pierre Clamadieu                Chief Executive Officer, Director
---------------------------------
Jean-Pierre Clamadieu

/s/ Pascal Bouchiat                      Chief Financial Officer
---------------------------------
Pascal Bouchiat

/s/ Valerie Raoul-Desprez                Financial Controller (Principal Accounting
---------------------------------        Officer)
Valerie Raoul-Desprez

/s/ Yves Rene Nanot                      Chairman of the Board of Directors,
---------------------------------        Director
Yves Rene Nanot

---------------------------------        Director
Aldo Cardoso

/s/ Pascal Colombani                     Director
---------------------------------
Pascal Colombani

---------------------------------        Director
Jerome Contamine

---------------------------------        Director
Michel de Fabiani

                                       7
/s/ Jacques Kheliff                      Director
---------------------------------
Jacques Kheliff

/s/ Olivier Legrain                      Director
---------------------------------
Olivier Legrain

/s/ Pierre Levi                          Director
---------------------------------
Pierre Levi

---------------------------------        Director
Francis Mer

/s/ Hubertus Sulkowski                   Director
---------------------------------
Hubertus Sulkowski

/s/ James Harton                         Authorized U.S. Representative
---------------------------------
James Harton
8
Exhibit Index

Exhibit
Number    Description

4.1       Registrant's Statuts (bylaws) (unofficial English translation)
          (incorporated by reference from Exhibit 1 to the Registrant's annual
          report on Form 20-F for the fiscal year ended December 31, 2005).

4.2*      Description of Rhodia 2006 Employee Share Plan.

5.1*      Opinion of Jean-Pierre Labroue, General Counsel, as to the legality
          of the Ordinary Shares.

23.1*     Consent of PricewaterhouseCoopers.

23.2*     Consent of Jean Pierre Labroue, General Counsel (included in his
          opinion filed as Exhibit 5.1).

24.1*     Powers of Attorney (included on the Signature Page).

---------------------------------
*    Filed herewith.

                                       9