As filed with the Securities and Exchange Commission on May 11, 2005

                                                           Registration No. 333-
================================================================================
                                  UNITED STATES
                       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)

           French Republic                                  Not Applicable
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)

                         26 Quai Alphonse Le Gallo 92512
                          Boulogne- Billaincourt Cedex
                                     France
              (Address of Registrant's principal executive offices)

                       RHODIA EQUITY STOCK OPTION PROGRAM
                            (Full title of the plans)

                             Richard V. Kennedy Jr.
                                   Rhodia Inc.
                            259 Prospect Plains Road
                               Cranbury, NJ 08512
                                 (609) 860-4494
            (Name, address and telephone number of agent for service)

                      With copies of all communication to:
                              Robert Flanigan, Esq.
                             Shearman & Sterling LLP
                         114, avenue des Champs-Elysees
                               75008 Paris, France
                               (33-1) 53.89.70.00

<TABLE>
<CAPTION>

                                      CALCULATION OF REGISTRATION FEE
===================================================================================================================
    Title of Securities to be       Amount to be    Proposed Maximum     Proposed Maximum            Amount of
         Registered (1)            Registered (2)    Offering Price     Aggregate Offering     Registration Fee (4)
                                                     Per Share (3)          Price (3)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>                 <C>                   <C>
Ordinary Shares                    3,676,718       $8.05               $29,590,686.05        $3,482.82

-------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1) American Depositary Receipts evidencing American Depositary Shares
         issuable on deposit of the Ordinary Shares have been registered
         pursuant to a separate Registration Statement on Form F-6 (Registration
         No. 333-8856).

     (2) Includes 27,126 Common Shares available for issuance under the Rhodia
         1998 Stock Option Plan, 264,473 Common Shares available for issuance
         under the 1999 Rhodia NonStatutory Stock Option Plan, 461,117 Common
         Shares available for issuance under the 1999 Reg Rhodia Stock Option
         Plan, 650,935 Common Shares available for issuance under the 2000
         Rhodia Stock Option Plan, 108,492 Common Shares available for issuance
         under the 2000 Chirex Stock Option Plan, 691,860 Common Shares
         available for issuance under the 2001 Rhodia Stock Option Plan,
         513,363 Common Shares available for issuance under


<PAGE>

         the 2002 Rhodia Stock Option Plan, 412,762 Common Shares available
         for issuance under the 2003 Rhodia Stock Option Plan, 404,690 Common
         Shares available for issuance under the 2004 Rhodia Stock Option Plan A
         and 141,900 Common Shares available for issuance under the Rhodia
         2004 Stock Option Plan B (collectively, these Plans are referred to as
         the "Rhodia Equity Stock Option Program").

     (3) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
         Maximum Offering Price Per Share and the Proposed Maximum Aggregate
         Offering Price for a total of 3,676,718 shares of Ordinary Shares
         previously granted under the Rhodia Equity Stock Option Program are
         based on the per share weighted average exercise price of the stock
         options. The per share weighted average exercise price for the stock
         options granted under the Rhodia Equity Stock Option Program is
         (euro)6.25.

     (4) The exercise price of stock options awarded under the Rhodia Equity
         Stock Option Program is fixed in Euros. For purposes of calculating the
         filing fee, the exercise price has been converted from Euros to U.S.
         dollars, on an exchange rate of $1.28770 to (euro)1, the noon buying
         rate in New York City for cable transfers payable in Euros as certified
         for customs purposes by the Federal Reserve Bank of New York on May 10,
         2005.


<PAGE>

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The information required by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the introductory note to Part I of
Form S-8. The documents containing the information specified in Part I will be
delivered to the participants in the program covered by this Registration
Statement as required by Rule 428(b)(1).



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         We incorporate by reference our Annual Report on Form 20-F for the
fiscal year ended December 31, 2004 (File No. 1-14838) (our "Annual Report"),
filed on May 5, 2005 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and a description of the Registrant's Ordinary Shares and
American Depositary Shares contained in Item 10 of the Annual Report.

         All documents that we subsequently file with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and any Form 6-K that
we may furnish to the SEC which specifically states that it 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 are a part thereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which is incorporated by reference herein modifies 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.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


<PAGE>

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 Commission 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.


     Exhibit No.   Description of Document
     -----------   -----------------------

         4.1       By-laws (statuts) of Rhodia (unofficial English translation),
                   as amended through May 7, 2004 (incorporated by reference
                   from exhibit 1.1 to Amendment No. 1 to Rhodia's Form 20-F for
                   the year ended December 31, 2003 filed on June 4, 2004).

         4.2       Plan Document (excerpts from the minutes of the Joint
                   Annual Meetings of Shareholders of the Registrant
                   held on May 13, 1998, April 18, 2000 and May 21,
                   2002, authorizing the reservation of Shares for and
                   general terms of awards under the Rhodia S.A. Equity
                   Stock Option Program).

         5         Opinion of Jean Pierre Labroue, Group Executive Vice
                   President and General Counsel of Rhodia as to the validity of
                   the Common Shares to be issued pursuant to the Rhodia S.A.
                   Equity Stock Option Program.

         23.1      Consent of PricewaterhouseCoopers

         23.2      Consent of Jean Pierre Labroue, Group Executive Vice
                   President and


<PAGE>

                   General Counsel (included in his opinion filed as Exhibit 5).

         24        Power of Attorney with respect to amendments to this
                   Registration Statement are included on the signature pages.


Item 9.  Undertakings.

         (a) We undertake:

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

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

                    (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 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 this 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 Commission by us 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) We further undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to


<PAGE>

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 our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
for our payment of expenses incurred or paid by one of our directors, officers
or controlling persons 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, then, unless in the opinion of
our counsel the matter has been settled by controlling precedent, we will 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.

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, Rhodia S.A.
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 Boulogne - Billancourt, France on May 11, 2005.

                                      RHODIA



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

<PAGE>


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Kennedy Jr. and John P. Donahue
jointly and severally as such person's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign any
amendments to this Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, and does hereby grant unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agent, or his substitute therefor, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the indicated
capacities on May 11, 2005.

Name and Signature                       Title
------------------                       -----


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



/s/ Bruno Mouclier                       Group Executive Vice President and
---------------------------              Chief Financial Officer (Principal
Bruno Mouclier                           Financial Officer)



/s/ Valerie Raoul-Desprez                Vice-President, Corporate Controller
---------------------------              (Principal Accounting Officer)
Valerie Raoul-Desprez



---------------------------              Director
Jean-Marc Bruel


/s/ Aldo Cardoso
---------------------------              Director
Aldo Cardoso


<PAGE>



Name and Signature                       Title
------------------                       -----


/s/ Jerome Contamine
---------------------------              Director
Jerome Contamine



---------------------------              Director
Walter Cirillo


/s/ Michel de Fabiani
---------------------------              Director
Michel de Fabiani



---------------------------              Director
Patrick Langlois


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


/s/ Yves-Rene Nanot
---------------------------              Chairman and Director
Yves-Rene Nanot


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


/s/ Francis Mer
---------------------------              Director
Francis Mer




<PAGE>

                         AUTHORIZED U.S. REPRESENTATIVE

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 11, 2005 by the undersigned
as the duly authorized representative of Rhodia in the United States.

                                            Rhodia, Inc.

                                            /s/ Richard V. Kennedy Jr.
                                            -----------------------------
                                            Name: Richard V. Kennedy Jr.
                                            Title: President, Rhodia Inc.
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As filed with the Securities and Exchange Commission on May 11, 2005

                                                           Registration No. 333-
================================================================================
                                  UNITED STATES
                       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)

           French Republic                                  Not Applicable
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                       Identification Number)

                         26 Quai Alphonse Le Gallo 92512
                          Boulogne- Billaincourt Cedex
                                     France
              (Address of Registrant's principal executive offices)

                       RHODIA EQUITY STOCK OPTION PROGRAM
                            (Full title of the plans)

                             Richard V. Kennedy Jr.
                                   Rhodia Inc.
                            259 Prospect Plains Road
                               Cranbury, NJ 08512
                                 (609) 860-4494
            (Name, address and telephone number of agent for service)

                      With copies of all communication to:
                              Robert Flanigan, Esq.
                             Shearman & Sterling LLP
                         114, avenue des Champs-Elysees
                               75008 Paris, France
                               (33-1) 53.89.70.00
CALCULATION OF REGISTRATION FEE
===================================================================================================================
    Title of Securities to be       Amount to be    Proposed Maximum     Proposed Maximum            Amount of
         Registered (1)            Registered (2)    Offering Price     Aggregate Offering     Registration Fee (4)
                                                     Per Share (3)          Price (3)
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Ordinary Shares                    3,676,718       $8.05               $29,590,686.05        $3,482.82

-------------------------------------------------------------------------------------------------------------------
(1) American Depositary Receipts evidencing American Depositary Shares
         issuable on deposit of the Ordinary Shares have been registered
         pursuant to a separate Registration Statement on Form F-6 (Registration
         No. 333-8856).

     (2) Includes 27,126 Common Shares available for issuance under the Rhodia
         1998 Stock Option Plan, 264,473 Common Shares available for issuance
         under the 1999 Rhodia NonStatutory Stock Option Plan, 461,117 Common
         Shares available for issuance under the 1999 Reg Rhodia Stock Option
         Plan, 650,935 Common Shares available for issuance under the 2000
         Rhodia Stock Option Plan, 108,492 Common Shares available for issuance
         under the 2000 Chirex Stock Option Plan, 691,860 Common Shares
         available for issuance under the 2001 Rhodia Stock Option Plan,
         513,363 Common Shares available for issuance under
the 2002 Rhodia Stock Option Plan, 412,762 Common Shares available
         for issuance under the 2003 Rhodia Stock Option Plan, 404,690 Common
         Shares available for issuance under the 2004 Rhodia Stock Option Plan A
         and 141,900 Common Shares available for issuance under the Rhodia
         2004 Stock Option Plan B (collectively, these Plans are referred to as
         the "Rhodia Equity Stock Option Program").

     (3) Pursuant to Rules 457(c) and 457(h) of the Securities Act, the Proposed
         Maximum Offering Price Per Share and the Proposed Maximum Aggregate
         Offering Price for a total of 3,676,718 shares of Ordinary Shares
         previously granted under the Rhodia Equity Stock Option Program are
         based on the per share weighted average exercise price of the stock
         options. The per share weighted average exercise price for the stock
         options granted under the Rhodia Equity Stock Option Program is
         (euro)6.25.

     (4) The exercise price of stock options awarded under the Rhodia Equity
         Stock Option Program is fixed in Euros. For purposes of calculating the
         filing fee, the exercise price has been converted from Euros to U.S.
         dollars, on an exchange rate of $1.28770 to (euro)1, the noon buying
         rate in New York City for cable transfers payable in Euros as certified
         for customs purposes by the Federal Reserve Bank of New York on May 10,
         2005.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with Rule 428 under the Securities Act of
1933, as amended (the "Securities Act"), and the introductory note to Part I of
Form S-8. The documents containing the information specified in Part I will be
delivered to the participants in the program covered by this Registration
Statement as required by Rule 428(b)(1).

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         We incorporate by reference our Annual Report on Form 20-F for the
fiscal year ended December 31, 2004 (File No. 1-14838) (our "Annual Report"),
filed on May 5, 2005 with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and a description of the Registrant's Ordinary Shares and
American Depositary Shares contained in Item 10 of the Annual Report.

         All documents that we subsequently file with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and any Form 6-K that
we may furnish to the SEC which specifically states that it 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 are a part thereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which is incorporated by reference herein modifies 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.

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 Commission 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.

     Exhibit No.   Description of Document
     -----------   -----------------------

         4.1       By-laws (statuts) of Rhodia (unofficial English translation),
                   as amended through May 7, 2004 (incorporated by reference
                   from exhibit 1.1 to Amendment No. 1 to Rhodia's Form 20-F for
                   the year ended December 31, 2003 filed on June 4, 2004).

         4.2       Plan Document (excerpts from the minutes of the Joint
                   Annual Meetings of Shareholders of the Registrant
                   held on May 13, 1998, April 18, 2000 and May 21,
                   2002, authorizing the reservation of Shares for and
                   general terms of awards under the Rhodia S.A. Equity
                   Stock Option Program).

         5         Opinion of Jean Pierre Labroue, Group Executive Vice
                   President and General Counsel of Rhodia as to the validity of
                   the Common Shares to be issued pursuant to the Rhodia S.A.
                   Equity Stock Option Program.

         23.1      Consent of PricewaterhouseCoopers

         23.2      Consent of Jean Pierre Labroue, Group Executive Vice
                   President and
General Counsel (included in his opinion filed as Exhibit 5).

         24        Power of Attorney with respect to amendments to this
                   Registration Statement are included on the signature pages.

Item 9.  Undertakings.

         (a) We undertake:

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

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

                    (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 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 this 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 Commission by us 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) We further undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in
the 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 our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
for our payment of expenses incurred or paid by one of our directors, officers
or controlling persons 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, then, unless in the opinion of
our counsel the matter has been settled by controlling precedent, we will 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.
SIGNATURES

         Pursuant to the requirements of the Securities Act, Rhodia S.A.
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 Boulogne - Billancourt, France on May 11, 2005.

                                      RHODIA

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

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard Kennedy Jr. and John P. Donahue
jointly and severally as such person's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for such person and
in such person's name, place and stead, in any and all capacities, to sign any
amendments to this Registration Statement, including post-effective amendments,
and registration statements filed pursuant to Rule 462 under the Securities Act,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, and does hereby grant unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that each of said
attorney-in-fact and agent, or his substitute therefor, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the indicated
capacities on May 11, 2005.

Name and Signature                       Title
------------------                       -----

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

/s/ Bruno Mouclier                       Group Executive Vice President and
---------------------------              Chief Financial Officer (Principal
Bruno Mouclier                           Financial Officer)

/s/ Valerie Raoul-Desprez                Vice-President, Corporate Controller
---------------------------              (Principal Accounting Officer)
Valerie Raoul-Desprez

---------------------------              Director
Jean-Marc Bruel

/s/ Aldo Cardoso
---------------------------              Director
Aldo Cardoso
Name and Signature                       Title
------------------                       -----

/s/ Jerome Contamine
---------------------------              Director
Jerome Contamine

---------------------------              Director
Walter Cirillo

/s/ Michel de Fabiani
---------------------------              Director
Michel de Fabiani

---------------------------              Director
Patrick Langlois

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

/s/ Yves-Rene Nanot
---------------------------              Chairman and Director
Yves-Rene Nanot

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

/s/ Francis Mer
---------------------------              Director
Francis Mer
AUTHORIZED U.S. REPRESENTATIVE

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 11, 2005 by the undersigned
as the duly authorized representative of Rhodia in the United States.

                                            Rhodia, Inc.

                                            /s/ Richard V. Kennedy Jr.
                                            -----------------------------
                                            Name: Richard V. Kennedy Jr.
                                            Title: President, Rhodia Inc.