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                                                                    EXHIBIT 99.1

                                    VIVENDI
              INSTRUCTIONS TO THE BANK OF NEW YORK, AS DEPOSITARY
     (MUST BE RECEIVED PRIOR TO THE CLOSE OF BUSINESS ON NOVEMBER 28, 2000)
     The undersigned Holder of American Depositary Receipts hereby requests and
instructs The Bank of New York, as Depositary, to endeavor, insofar as
practicable, to vote or cause to be voted the Deposited Securities represented
by such Receipts registered in the name of the undersigned on the books of the
Depositary as of the close of business on November 1, 2000 at the Annual General
Meeting of Vivendi to be held in France, on December 5, 2000 in respect of the
resolutions specified in the enclosed Notice of Meeting.
     Instructions as to voting on the specified resolutions should be indicated
by an "X" in the appropriate box. With respect to voting instruction cards that
are signed but on which no voting instructions have been indicated, the
Depositary will vote or cause to be voted the deposited securities in favor of
proposals recommended by the Company's board of directors and against proposals
opposed by the Company's board of directors. If a voting instruction card is
incorrectly completed or illegible, the depositary shall not vote or cause to be
voted the deposited securities to which such voting instructions relate.
                                          VIVENDI
                                          P.O. BOX 11230
                                          NEW YORK, N.Y. 10203-0230
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)



                                                              FOR    AGAINST
                                                               
1.Approval of the terms of the transactions between Vivendi,  [ ]      [ ]
  Canal+ and Seagram;
2.Approval of the merger of the Company into Sofiee shall     [ ]      [ ]
  become Vivendi Universal;
3.Dissolution of the Company without liquidation;             [ ]      [ ]
4.Final completion of the merger and transactions among       [ ]      [ ]
  Vivendi, Canal+ and Seagram;
5.Power to execute all documents;                             [ ]      [ ]

all as set forth in Annex O to the attached joint proxy
  statement-prospectus.


CHANGE OF ADDRESS AND/OR COMMENTS MARK HERE [X]
The Form must be signed by the person in whose name the relevant Receipt is
registered on the books of the Depositary. In the case of a Corporation, the
Form should be executed by a duly authorized Officer or Attorney. [ ]
Dated ------------------------------------------------------------------, 2000
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                         Signature of Registered Holder
             VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. [X]
  PLEASE SIGN, DATE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE
                             ENCLOSED ENVELOPE. [X]