UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of ~~July~~August, 2005


LEGRAND HOLDING S.A.

(Translation of registrant's name into English)

128, avenue du Maréchal de Lattre de Tassigny

87000 Limoges

France

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________

Enclosures: Consolidated Financial Statements of Legrand Holding SA pursuant to IFRS as of and for the period ended June 30, 2005.

~~Management~~LEGRAND ~~Comments~~HOLDING ~~dated~~SA ~~July 29, 2005 announcing the result of Legrand Holding S.A. as of and for the period ended June 30, 2005.~~

~~Legrand~~CONSOLIDATED ~~Holding~~FINANCIAL ~~S.A. Operating and Financial review and Prospects for the six month period ended June 30, 2005.~~STATEMENTS

~~Consolidated~~JUNE ~~Financial Statements of Legrand Holding S.A. pursuant to US GAAP, as of and for the period ended June~~ 30, 2005

~~Limoges, July~~Summary ~~29, 2005~~

2005 first half results:

Consolidated statements of income IFRS	2
Consolidated balance sheets IFRS	3
Consolidated statements of cash flows IFRS	5
Notes to consolidated financial statements	7 to 38
Accounting policies and details	8
Consolidated statements of income French Gaap	39
Consolidated balance sheets French Gaap	40
Consolidated statements of cash flows French Gaap	42
Reconciliation of IFRS to US Gaap	47

Strong 6.9% rise in sales at constant scope of consolidation

and exchange rates(1)

Improvement in operating income

-----------

•

Robust growth in sales across all geographical zones with a rise of nearly 18% over two years at constant scope of consolidation and exchange rates (1)

•

Continued investment in sales and new product launches

•

Negative impact of raw material cost increase

•

Improvement in operating income

Gilles Schnepp, Vice Chairman and Chief Executive Officer comments: "In a context of persistently favorable markets, on-going investment in sales and marketing combined with product launches in the first half of 2005 enabled Legrand to report a strong rise in sales at constant scope of consolidation and exchange rates(1).

Operating income has continued to rise. This came despite levels achieved in the first half of 2004 providing a strong basis for comparison, higher investment in sales and R&D expense aimed at fueling growth and a strong increase in raw material cost.

Assuming no change in market conditions, Legrand should maintain vigorous growth in sales and results.”

Consolidated data	1st Half 2005	1st Half 2004	% change 2005/2004	2004
(€ millions, US GAAP)
Sales	1,582.6	1,486.2	6.5%	2,926.3
Maintainable EBITDA (2)	342.7	335.3	2.2%	629.6
% sales	21.7%	22.6%		21.5%
EBITDA (2)	328.2	331.3	-0.9%	607.2
Maintainable operating income before goodwill and purchase accounting (3)	268.7	255.8	5.0%	478.5
% sales	17.0%	17.2%		16.4%
Operating income before goodwill and purchase accounting (3)	254.2	251.8	1.0%	456.1
Operating income	202.7	191.6	5.8%	331.2
% sales	12.8%	12.9%		11.3%
Net income	52.9	33.6	57.4%	15.8
Net cash provided from operating activities	116.9	199.2	-41.3%	412.3
% sales	7.4%	13.4%		14.1%
Net financial debt (4)	1,939	2,086	-7.0%	1,851

~~Business~~ Back ~~and~~to ~~earnings~~Contents

~~Sales:~~Consolidated ~~Legrand's~~statement ~~net sales for the first half~~ of ~~2005~~income came to €1,582.6 million, showing a 6.9% rise at constant scope of consolidation and exchange rates(1). Sales growth on a reported basis was 6.5%, after a negative exchange-rate impact of 0.7% over the period.IFRS

At constant scope of consolidation and exchange rates (1), sales growth by geographical region broke down as follows:

		Legrand Holding SA
	Six-month ended June 30, 2005	Six-month ended June 30, 2004	Twelve-month ended Dec. 31, 2004
	Euros, in millions

Net sales (note 1 (j))	1,582.6	1,486.2	2,926.3

Operating expenses (note 19 (a))
Cost of goods sold	(826.5)	(790.4)	(1,575.3)
Administrative and selling expenses	(418.1)	(381.1)	(758.9)
Research and development expenses	(123.8)	(121.0)	(241.7)
Other operating income (expense)	(6.0)	2.6	(9.9)

Operating income	208.2	196.3	340.5

Interest income (expense) (note 20)	(87.7)	(116.9)	(231.4)
Loss on extinguishment of debt	0.0	0.0	(50.7)
Other income (expense) (note 19(c))	(24.0)	(9.1)	5.8

Income before taxes, minority interests
and equity in earnings of investees	96.5	70.3	64.2

Income taxes (note 21)	(39.3)	(34.1)	(43.7)

Net income before minority interests
and equity in earnings of investees	57.2	36.2	20.5

Minority interests	(1.2)	(0.8)	(1.2)
Equity in earnings of investees	0.4	1.3	2.6

Net income attributable to Legrand Holding	56.4	36.7	21.9

	1st Half 2005	Cumulated growth over two years
France	+ 5.6%	+ 13%
Italy	+ 3.4%	+ 10%
Rest of Europe	+ 7.8%	+ 21%
USA/Canada	+ 10.2%	+ 27%
Rest of the World	+ 9.9%	+ 24%
Total	+ 6.9%	+ 18%

The accompanying notes on pages 7 to 47 are an integral part of these financial statements.

Sales growth in the US and Canada remained very strong at 10.2%, reflecting the commitment of our sales teams and a host of sales and marketing investments in recent months.

In the Rest of the World area, sales rose a steep 9.9% with good showings in Asia and Africa/Middle East.

Sales were also up in the Rest of Europe area, showing an overall rise of 7.8%, with particularly good performances in Eastern Europe and in the more mature markets of Northern Europe.

In France, business continued robust, with sales up 5.6%, while in Italy sales increased 3.4% in unfavorable conditions.

Earnings : Operating income rose 5.8% from the first half of 2004 to represent 12.8% of sales. Before goodwill, purchase accounting entries and restructuring, operating income increased by 5.0% to represent 17.0% of sales.

As of June 30, 2005, net financial debt before taking into account the impact of 2005 currency translation and the recent acquisitions amounts to €1,780 million.

Growth and innovation

Legrand has pursued initiatives to fuel growth:

•

Product launches, in particular Wifi access points integrated into Sagane wiring devices sold in France; the new Starsys home protection range in South America; the Miro home automation line in the US; the new Axolute premium range of wiring devices and the new Interlink Office floor boxes in Italy. These follow a string of other new product roll-outs in recent months, most notably the In One By Legrand, XL3, Synergie and Mylink lines.

•

Expanded sales and marketing teams, with staff up nearly 4% from June 2004 to over 4,000 at present. Sales forces have grown in particular in the USA/Canada and the Rest of the World, where markets offer particularly attractive potential.

~~Definitions:~~Back to Contents

~~(1)~~Consolidated balance sheets IFRS

The table below represents the reconciliation of net sales by geographical region as reported and net sales by geographical region excluding the effect of changes in the scope of consolidation for the first six months of 2004 and the reconciliation of net sales by geographical region as reported and net sales by geographical region at constant exchange rates for the first six months of 2005 both used to calculate variation of sales at constant scope of consolidation and exchange rates:

		Legrand Holding SA
	June 30, 2005	Dec 31, 2004	Jan 1, 2004
		Euros, in millions

ASSETS

Current assets
Cash and cash equivalents	90.3	68.3	67.9
Marketable securities (note 9)	1.9	13.1	32.6
Restricted cash (note 6)	14.6	27.0	37.0
Trade accounts receivable (note 8)	634.4	495.7	509.9
Deferred income taxes (notes 1 (i) and 21)	35.6	30.3	34.7
Other current assets	121.9	132.2	120.1
Inventories (notes 1 (h) and 7)	482.6	422.0	385.5
Total current assets	1,381.3	1,188.6	1,187.7

Non current assets
Property, plant and equipment, net (note 4)	807.0	807.7	893.9
Assets available for sale (note 4)	8.4	8.3	21.0

Investments in associates (note 5)	8.9	12.5	11.7
Investments in other companies (note 5)	60.3	5.9	10.1
Goodwill (notes 1 (f) and 2)	1,417.3	1,331.1	1,343.5
Trademarks, net (note 3)	1,550.2	1,526.3	1,591.1
Developed Technology, net (note 3)	294.1	337.7	449.9
Other intangible assets, net (note 3)	60.2	51.5	46.5
Mirror swaps and Swaps associated with TSDI 3 (note 23)	19.7	25.7	36.5
Swaps associated with other borrowings (note 23)	36.8	40.5	60.1
Restricted cash (note 6)	0.0	0.0	90.5
Deferred income taxes (notes 1 (i) and 21)	40.2	32.6	34.1
Other non-current assets	4.7	4.3	4.6
Total non current assets	4,307.8	4,184.1	4,593.5

Total assets	5,689.1	5,372.7	5,781.2

Net sales by destination		Consolidated	France	Italy	Rest of Europe	USA and Canada	RoW
		(€ in millions)
Net sales 2004 as reported		1,486.2	426.9	321.3	281.0	263.5	193.5
Impact of changes in the scope of consolidation		4.0	(0.2)	(5.0)	(1.3)	8.6	1.9
Net sales 2004 adjusted for changes in the scope of consolidation	(1)	1,490.2	426.7	316.3	279.7	272.1	195.4
Net sales 2005 as reported		1,582.6	450.6	326.9	303.5	286.4	215.2
Impact of variations in exchange rates		11.0	0.0	0.0	(2.1)	13.5	(0.4)
Net sales 2005 adjusted for variations in exchange rates	(2)	1,593.6	450.6	326.9	301.4	299.9	214.8
Like for like variation (2) vs (1)		6.9%	5.6%	3.4%	7.8%	10.2%	9.9%

The accompanying notes on pages 7 to 47 are an integral part of these financial statements.

(2)

Reconciliation of EBITDA and Maintainable EBITDA with Net income:

in €millions	1st Half 2005	1st Half 2004	FY 2004
Net income	52.9	33.6	15.8
Less minority interests + equity in earnings of investees	0.8	(0.5)	(1.4)
Add income tax	37.3	32.5	40.5
Add loss on extinguishment of debt	0.0	0.0	50.7
Less exchange/translation results	24.0	9.1	(5.8)
Add changes in swap fair market value	(2.7)	7.9	19.5
Add interest expenses	90.4	109.0	211.9
Operating income	202.7	191.6	331.2
Add amortization and depreciation	125.5	139.7	276.0
EBITDA	328.2	331.3	607.2
Less profit and loss on assets disposal	0.6	(6.3)	(5.3)
Add one time restructuring expenses	13.9	10.3	27.7
Maintainable EBITDA	342.7	335.3	629.6

EBITDA means operating income plus depreciation of tangible assets and amortization of intangible assets. EBITDA is not a measure of performance under US GAAP and you should not consider EBITDA as an alternative to (a) operating income or net income (as determined in accordance with US GAAP) as a measure of our operating performance, (b) cash flows from operating, investing and financing activities (as determined in accordance with US GAAP) as a measure of our ability to meet cash needs or (c) any other measures of performance under US GAAP. We believe that the EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods. Accordingly, this information has been included to permit a more complete and comprehensive analysis of our operating performance relative to other companies and of our debt servicing ability. Because all companies do not calculate EBITDA identically, our presentation of EBITDA may not be comparable to similarly titled measures of other companies. Maintainable EBITDA: we have included Maintainable EBITDA as a measure because we believe it provides a more accurate view of our recurring operating performance as it is adjusted to exclude non-recurring items. We believe this measure enhances comparability of our results of operations to those of other companies, to the historical results of Legrand SA, our predecessor, as well as the financial models and expectations of investors and security analysts.

Reconciliation between net cash provided from operating activities and EBITDA :

in € millions	1st Half 2005	1st Half 2004	FY 2004
Net cash provided from operating activities	116.9	199.2	412.3
Non operating expenses (income)	149.8	158.0	315.4
Changes in operating assets and liabilities	99.4	(6.8)	(59.1)
Other	(37.9)	(19.1)	(61.4)
EBITDA	328.2	331.3	607.2

~~(3)~~Back to Contents

Reconciliation of operating income before goodwill and purchase accounting and Maintainable operating income before goodwill and purchase accounting with Net Income:

		Legrand Holding SA
	June 30, 2005	Dec 31, 2004	Jan 1, 2004
		Euros, in millions

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Short-term borrowings (note 17)	301.3	203.6	103.2
Accounts and notes payable	361.5	311.3	252.7
Deferred income taxes (notes 1 (i) and 21)	3.7	3.8	3.0
Other current liabilities (note 18)	399.1	380.5	355.2
Total current liabilities	1,065.6	899.2	714.1

Deferred income taxes (notes 1 (i) and 21)	749.6	697.8	751.3
Other non-current liabilities (note 16)	242.4	229.3	229.3
Long-term borrowings (note 15)	1,684.5	1,674.4	2,197.7
Swaps associated with TSDI 1&2 (note23)	57.7	80.8	121.8
Swaps associated with other borrowings (note23)	50.2	78.3	52.5
Subordinated securities (note 13)	48.7	68.9	108.9

Related party loan (note 14)	1,305.1	1,275.8	1,216.6

Shareholders' equity
Capital stock (note 10)	759.4	759.4	759.4
Accumulated deficits (note 12 (a))	(197.6)	(254.0)	(275.9)
Translation reserve (note 12 (b))	(87.6)	(144.7)	(100.7)
Minority interests	11.1	7.5	6.2
	485.3	368.2	389.0


Total liabilities and shareholders' equity	5,689.1	5,372.7	5,781.2

in €millions	1st Half 2005	1st Half 2004	FY 2004
Net income	52.9	33.6	15.8
Less minority interests + equity in earnings of investees	0.8	(0.5)	(1.4)
Add income tax	37.3	32.5	40.5
Add loss on extinguishment of debt	0.0	0.0	50.7
Less exchange/translation results	24.0	9.1	(5.8)
Add changes in swap fair market value	(2.7)	7.9	19.5
Add interest expenses	90.4	109.0	211.9
Operating income	202.7	191.6	331.2
Add purchase accounting entries	51.5	60.2	124.9
Add amortization/impairment of goodwill	0.0	0.0	0.0
Operating income before goodwill and purchase accounting	254.2	251.8	456.1
Less profit and loss on assets disposal	0.6	(6.3)	(5.3)
Add one time restructuring expenses	13.9	10.3	27.7
Maintainable operating income before goodwill and purchase accounting	268.7	255.8	478.5

The accompanying notes on pages 7 to 47 are an integral part of these financial statements.

Operating income before goodwill and purchase accounting means operating income plus amortization/impairment of goodwill and amortization of intangible and tangible assets due to purchase accounting entries. Operating income before goodwill and purchase accounting is not a measure of performance under US GAAP and you should not consider operating income before goodwill and purchase accounting as an alternative to (a) operating income or net income (as determined in accordance with US GAAP) as a measure of our operating performance, (b) cash flows from operating, investing and financing activities (as determined in accordance with US GAAP) as a measure of our ability to meet cash needs or (c) any other measures of performance under US GAAP. We believe that the operating income before goodwill and purchase accounting is a measure which assists in comparing performance on a consistent basis without regard to amortization/impairment of goodwill and purchase accounting entries. Moreover, this measure allows investors to compare Legrand’s current performance with Legrand SA’s, our Predecessor, performance on a comparable basis. Maintainable operating income before goodwill and purchase accounting: we have included Maintainable operating income before goodwill and purchase accounting as a measure because we believe it provides a more accurate view of our recurring operating performance as it is adjusted to exclude non-recurring items. We believe this measure enhances comparability of our results of operations to those of other companies, to the historical results of Legrand SA, our predecessor, as well as the financial models and expectations of investors and security analysts.

(4)

Net financial debt is defined as follows: short term borrowings + long term borrowings + subordinated securities – cash and cash equivalents - marketable securities- short term restricted cash – long term restricted cash. We are excluding the related party subordinated shareholder PIK loan in this calculation. Including the related party subordinated shareholder PIK loan net financial debt amounted to €3,244.2 million as of June 30, 2005, €3,331.7 million as of June 30, 2004 and €3,126.7 million as of December 31, 2004.

Forward looking statements:

This announcement contains forward-looking statements within the meaning of the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, but not limited to, future global economic conditions, market conditions affecting the building sector, foreign exchange rates, intense competition in the markets where we operate, potential environmental liability and capital costs of compliance with applicable laws, regulations and standards in the markets where we operate, diverse political, legal, economic and other conditions affecting the markets where we operate, our ability to successfully integrate business acquisitions and our ability to service our debt requirements). Many of these factors are beyond our control.

Investors are urged to read the registration statement of Legrand Holding filed with the US Securities and Exchange Commission on Form F-4 on August 8, 2003, as amended and other relevant documents filed by Legrand Holding with the US Securities and Exchange Commission because they contain important information. Investors are able to view these documents, as well as other documents filed by Legrand Holding with the US Securities and Exchange Commission, free of charge at the US Securities and Exchange Commission’s website, www.sec.gov. Legrand Holding disclaims any obligation to publicly update or revise any forward-looking information.

~~LEGRAND~~Back ~~HOLDING~~to ~~OPERATING AND FINANCIAL REVIEW AND PROSPECTS~~Contents

~~Unless~~Consolidated statements ~~otherwise indicated, all amounts in this discussion and analysis are presented in accordance with US GAAP. You should read the following discussion~~ of ~~our~~cash ~~financial~~flows ~~condition and results of operations together with the consolidated financial statements and the notes to such statements included in this form 6K.~~IFRS

Throughout the discussion that follows (Operating and Financial Review and Prospects), we refer to the six month period ended June 30, 2005 as “2005” and to the six month period ended June 30, 2004 as “2004.”

	Legrand Holding SA
	Six-month ended June 30, 2005	Six-month ended June 30, 2004	Twelve-month ended Dec. 31, 2004
	Euros, in millions

Net income attributable to Legrand Holding	56.4	36.7	21.9
Reconciliation of net income to net cash provided from
(used in) operating activities :
- depreciation of tangible assets	70.5	72.6	141.5
- amortization of intangible assets	56.6	68.1	135.9
- allowance for tangible and intangible assets	1.5	0.0	0.6
- loss on extinguishment of debt	0.0	0.0	50.7
- changes in long-term deferred taxes	(2.6)	(3.7)	(27.3)
- changes in other long-term assets and liabilities	11.3	(5.1)	2.5
- minority interests	1.2	0.8	1.2
- equity in earnings of investees	(0.4)	(1.3)	(2.6)
- other items having impacted the cash	26.3	36.3	45.4
(Gains) losses on fixed asset disposals	2.6	(6.3)	(5.6)
(Gains) losses on sales of securities	0.0	0.0	0.3
Changes in operating assets and liabilities, net of effect
of investments in consolidated entities :
- inventories	(34.4)	(25.6)	(40.8)
- accounts receivable	(111.8)	(73.5)	9.8
- accounts and notes payable	40.2	76.7	60.9
- other operating assets and liabilities	6.6	29.2	29.2
Net cash provided from operating activities	124.0	204.9	423.6

Net proceeds from sales of fixed assets	2.1	28.6	45.4
Capital expenditures	(56.4)	(48.8)	(107.0)
Proceeds from sales of marketable securities	24.6	43.9	138.4
Investments in marketable securities	(0.7)	(5.7)	(18.5)
Investments in consolidated entities	(31.1)	0.0	0.0
Investments in non-consolidated entities	(57.0)	0.9	(0.1)
Net cash (used in) provided from investing activities	(118.5)	18.9	58.2

Related to shareholders' equity :
- capital increase	0.0	0.0	0.0
- dividends paid by Legrand Holding's subsidiaries	(1.0)	(0.5)	(0.8)
Other financing activities :
- reduction of subordinated securities	(20.2)	(19.7)	(39.9)
- new borrowings	120.1	5.0	929.7
- repayment of borrowings	(100.0)	(207.1)	(1,324.1)
- debt issuance cost	0.0	0.0	(6.3)
- increase (reduction) of bank overdrafts	11.1	(10.8)	(40.2)
Net cash (used in) provided from financing activities	10.0	(233.1)	(481.6)

Net effect of currency translation on cash	6.5	0.3	0.2
Increase (reduction) of cash and cash equivalents	22.0	(9.0)	0.4
Cash and cash equivalents at the beginning of the period	68.3	67.9	67.9
Cash and cash equivalents at the end of the period	90.3	58.9	68.3

Cash interests for the period	78.3	94.4	182.9
Income taxes paid during the period	30.5	16.7	45.5

~~Please~~The accompanying ~~note~~notes ~~that all percentages may be calculated~~ on ~~non~~pages ~~rounded~~7 ~~figures~~to ~~and~~47 ~~therefore~~are ~~may~~an ~~vary~~integral ~~from~~part ~~percentages~~of ~~calculated~~these ~~on rounded figures.~~financial statements

Overview

We are one of the world’s leading international manufacturers of products and systems for low-voltage electrical installations and data networks used in residential, commercial and industrial buildings. We are a “pure-play” operator, focused on developing, manufacturing and marketing a complete range of low-voltage electrical equipment—to the exclusion, for example, of electricity generation or transmission, bulbs and cables. We began operating more than 79 years ago and market our products under widely recognized brand names, including Legrand, Bticino and Ortronics. We are headquartered in Limoges, France with manufacturing and/or distribution subsidiaries and offices in more than 60 countries, and we sell our products in more than 160 national markets. Our key markets are France, Italy and the United States, which accounted for approximately 67% of our net sales (by destination) on average over the last three fiscal years.

Operating Results

Introduction

Our management analyzes our financial condition and results of operations on the basis of five geographic segments based on region of production and not on where we sell our products. These are:

France,

Italy,

Rest of Europe,

United States and Canada, and

Rest of the World.

For most purposes, we organize our management structure and internal controls on the basis of our geographic segments or national markets, rather than by product type or class, because local economic conditions and consumer demands are the principal factors affecting our sales and market performance.

For information on the impact of fluctuations in exchange rates on our consolidated results, see “—Variations in Exchange Rates” below.

The table below shows a breakdown of our net sales and operating income by geographical segment for the six months periods ended June 30, 2005 and 2004.

	First half June 30, Legrand Holding SA
	2004		2005
	€	%	€	%
	(€ in millions, except percentages)
Net sales by origin:
France	481.7	32.4	509.3	32.2
Italy	327.5	22.0	333.2	21.0
Rest of Europe(1)	272.0	18.3	291.3	18.4
United States and Canada	266.2	17.9	289.1	18.3
Rest of the World(2)	138.8	9.4	159.7	10.1
Total	1,486.2	100.0	1,582.6	100.0
Operating income by origin:
France	50.2	26.2	63.9	31.5
Italy	73.5	38.4	79.3	39.1
Rest of Europe(1)	16.1	8.4	19.1	9.4
United States and Canada	24.2	12.6	19.6	9.7
Rest of the World(2)	27.6	14.4	20.8	10.3
Total	191.6	100.0	202.7	100.0

Back to Contents

~~_______________________~~.

~~(1)~~Consolidated statements of shareholder’s equity IFRS

Including principally Belgium, Poland, Portugal, Spain, Russia and the United Kingdom.

		Legrand Holding SA
	Capital	Retained	Translation	Minority	Total
	stock, at	earnings	reserve	interests	shareholders'
	par value				equity

Euros, in millions

As of January 1st, 2004	759.4	(275.9)	(100.7)	6.2	389.0
Net income for the period		36.7			36.7
Capital increase					0.0
Changes in translation reserve			13.8		13.8
Minority interests				0.5	0.5
As of June 30, 2004	759.4	(239.2)	(86.9)	6.7	440.0
Net income for the period		(14.8)			(14.8)
Capital increase					0.0
Changes in translation reserve			(57.8)		(57.8)
Minority interests				0.8	0.8
As of December 31, 2004	759.4	(254.0)	(144.7)	7.5	368.2
Net income for the period		56.4			56.4
Capital increase					0.0
Changes in translation reserve			57.1		57.1
Minority interests				3.6	3.6
As of June 30, 2005	759.4	(197.6)	(87.6)	11.1	485.3

~~(2)~~The accompanying notes on pages 7 to 47 are an integral part of these financial statements.

Including principally Brazil, Chile, Colombia and Mexico in Latin America, and India, South Korea and Thailand in Asia.

In order to provide investors with information on where we sell our products, the table below shows our consolidated net sales by destination for the six month periods ended June 30, 2005 and 2004. Sales by destination means all sales made to third parties by us in a given geographic market.

	First half June 30,
	Legrand Holding SA
	2004		2005
	€	%	€	%
	(€ in millions, except percentages)
Net sales by destination:
France	426.9	28.7	450.6	28.5
Italy	321.3	21.6	326.9	20.6
Rest of Europe(1)	281.0	18.9	303.5	19.2
United States and Canada	263.5	17.8	286.4	18.1
Rest of the World(2)	193.5	13.0	215.2	13.6
Total	1,486.2	100.0	1,582.6	100.0

______________________

(1)

Including principally Belgium, Poland, Portugal, Spain, Russia and the United Kingdom.

(2)

Including principally Brazil, Chile, Colombia and Mexico in Latin America, and India, South Korea and Thailand in Asia.

~~Factors~~Back ~~that~~to ~~Affect our Results of Operations~~Contents

~~Net~~NOTES TO ~~Sales~~CONSOLIDATED FINANCIAL STATEMENTS

~~Net~~General ~~sales by segment include sales of products that are exported from the segment’s geographic area, but exclude all intra-group sales.~~information

~~Our~~Legrand ~~various~~Holding ~~national~~SA ~~and~~(the ~~regional~~Company) ~~markets~~and ~~have~~its ~~different~~subsidiaries ~~demand~~(together ~~trends,~~‘Legrand ~~principally~~Holding’ asor a‘the ~~result~~Group’) ofis ~~local~~one ~~economic conditions and local standards~~ of ~~living,~~the ~~which~~world’s ~~affect~~leading ~~the~~international ~~level~~manufacturers of ~~renovation,~~products ~~refurbishment~~ and ~~new~~systems ~~building~~for oflow-voltage ~~homes,~~electrical ~~stores~~installations and ~~office~~data ~~buildings,~~networks asused ~~well as the level of corporate investment~~ in ~~industrial facilities. Underlying demand is also linked to the rate of real estate turnover~~residential, ~~since~~commercial ~~newly~~and ~~acquired~~industrial ~~properties are frequently renovated or refurbished~~buildings. We estimate that approximately 60% of our consolidated net sales are generated from the renovation market, which we believe limits our exposure to the more cyclical nature of the new construction market which represents approximately 40% of our consolidated net sales.

~~Changes~~ The Group is a "pure-play" operator, focused on developing, manufacturing and marketing a complete range of low-voltage electrical equipment. The Group markets its products under widely recognized brand names, including Legrand and Bticino. It is headquartered in ~~our~~Limoges, ~~consolidated~~France with manufacturing and/or distribution subsidiaries and offices in more than 60 countries, and sells its products in more than 160 national markets. Its key markets are France, Italy and the United States, which accounted for approximately 67% of its net sales (by ~~reflect~~customer ~~five~~location) ~~principal~~over ~~factors:~~the last three fiscal years.

The Company is a limited liability company incorporated and domiciled in France. The address of its registered office is 128, avenue du Maréchal de Lattre de Tassigny, 87 000 Limoges (iFrance).

~~changes~~List ~~in sales volume (i.e. the number~~ of ~~units~~consolidated ~~of each product sold in each period);~~ companies

The consolidated financial statements comprise the financial statements of Legrand Holding SA and its 112 controlled subsidiaries. The most significant consolidated operating subsidiary, Legrand SA is 100 % owned (iioperating subsidiaries of Legrand SA are all 100% owned by Legrand SA except for Legrand Polska, which is 93% owned). The following is a list of Legrand Holding SA's significant subsidiaries:

~~the~~French ~~“mix”~~subsidiaries: ofLegrand ~~products~~SAS ~~sold,~~Legrand ~~including~~SA ~~the~~APW ~~proportion~~Arnould-FAE ofBaco ~~new~~Inovac orLegrand ~~upgraded~~SNC ~~products~~Planet-Wattohm ~~with~~Ura ~~higher~~Foreign ~~prices;~~subsidiaries: Anam Legrand South Korea Bticino Italy Bticino de Mexico Mexico Bticino Quintela Spain Bufer Elektrik Turkey Electro Andina Chile Legrand Polska Poland Legrand Germany Legrand Italy Legrand Greece Legrand Electric United Kingdom Legrand Electrica Portugal Legrand Electrique Belgium Legrand Espanola Spain Legrand India India Luminex Colombia Ortronics United States Pass & Seymour United States Pial Eletro-Eletronicos Participacoes Brazil The Watt Stopper United States The Wiremold Company United States

(iii)

changes in product sales prices (including quantity discounts and rebates, and cash discounts for prompt payment);

(iv)

fluctuations in exchange rates between the euro and the currency in which the relevant subsidiary maintains its accounts, which affect the level of net sales from that subsidiary as expressed in euro upon consolidation; and

(v)

changes in the subsidiaries consolidated by us, principally as a result of acquisitions or disposals (which we refer to as “changes in the scope of consolidation”).

Cost of Goods Sold

Cost of goods sold consists principally of the following:

Costs of materials used in production. Excluding the impact of a non-recurring, non-cash purchase accounting charges of €125.8 million in 2003 and of €49.4 million in 2002 related to the re-valuation of inventories incurred in connection with the acquisition (the “non-recurring, non-cash purchase accounting charge”), costs of production materials accounted for approximately 52% of our consolidated cost of goods sold on average over the last three fiscal years. Approximately 64% of the cost of production materials relates to components and semi-finished goods and 36% to raw materials. We purchase most of the materials used in production locally. As a result, the prices of these materials are generally determined by local market conditions. However, we are aiming to increase the percentage of production materials that we purchase at the group level in order to benefit from economies of scale and enhanced purchasing power.

Salary costs and payroll charges for employees involved in manufacturing. These generally increase on an aggregate basis as sales and production volumes increase, and decline as a percentage of net sales as a result of economies of scale associated with higher production volumes. Excluding the impact of a non-recurring non-cash purchase accounting charge of € 125.8 million and of €49.4 million in 2002 related to the re-valuation of inventories incurred in connection with the acquisition (the “non-recurring, non-cash purchase accounting charge”), salaries and payroll charges accounted for approximately 28% of cost of goods sold on average over the last three fiscal years.

·Back to Contents

~~The remaining cost of goods sold consists of:~~ 1)

·Accounting policies

~~depreciation~~These consolidated interim financial statements of ~~fixed~~Legrand ~~assets;~~Holding are for the six months period ended June 30, 2005. They have been prepared in accordance with IAS 34, Interim Financial Reporting, and are covered by IFRS 1, First-time Adoption of IFRS. These consolidated interim financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective or issued and early adopted as at the time of preparing these statements (July 2005). The IFRS standards and IFRIC interpretations that will be applicable at December 31, 2005, including those that will be applicable on an optional basis, are not known with certainty at the time of preparing these interim financial statements.

·The Group applies IAS 32 and IAS 39 from January 1st, 2004. The policies applied are disclosed separately below.

~~outsourcing~~Legrand orHolding’s ~~subcontracting~~consolidated ~~costs~~financial ~~which~~statements ~~have~~were ~~increased~~prepared ~~over~~in accordance with French Generally Accepted Accounting Principles (GAAP) until December 31, 2004. French GAAP differ in certain significant respects from IFRS. In preparing the ~~last~~group’s ~~two~~2004 ~~years~~consolidated ~~due~~financial statements, management has amended certain accounting, valuation and consolidation methods applied in the French GAAP financial statements to ~~our~~comply ~~more~~with ~~systematic~~IFRS. ~~make~~The orcomparative ~~buy~~figures ~~approach~~in respect of ~~projects;~~2004 ~~and~~were restated to reflect these adjustments.

·Reconciliations and descriptions of the effect of the transition from French GAAP to IFRS on the Group’s equity and its net income and cash flows are provided in Note 27.

~~other~~The ~~general~~preparation ~~manufacturing~~of ~~expenses,~~financial ~~such~~statements asin ~~expenses~~conformity ~~for~~with ~~energy~~IFRS ~~consumption~~requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 1o.

~~The main factors that influence cost of goods sold as~~ a ~~percentage of net sales include:~~ )

·Basis of presentation and acquisition of Legrand SA

~~production~~Prior ~~volumes~~to December 10, as2002, weLegrand Holding SA ~~achieve~~had ~~economies~~no significant operations of ~~scale~~its ~~through~~own. ~~higher~~As ~~production~~of ~~volumes~~December 31, by2001, ~~spreading~~the ~~fixed~~Group ~~production~~had ~~costs~~total ~~over~~assets and shareholders' equity of less than €100,000 and total liabilities of less than € 10,000. For the period from January 1st, 2002 to July 31, 2002 and each of the years ended December 31, 2001 and 2000, the Group had no revenues, incurred expenses of less than € 10,000, earned interest income of less than € 5,000 and generated a ~~larger~~net ~~number~~loss of ~~units~~less ~~produced;~~than € 5,000.

·On December 10, 2002, the Group acquired 98 % of the outstanding share capital of Legrand SA. The remaining 2 % of the outstanding share capital of Legrand SA was acquired as of October 2, 2003.

The aggregate purchase price for the ~~implementation~~acquisition of ~~cost~~Legrand ~~control~~SA, ~~measures~~as ~~aimed~~well atas ~~improving~~related fees ~~productivity~~and expenses (€ 3,748 ~~including~~million) ~~automation~~was financed by a combination of ~~manufacturing~~funds provided ~~processes,~~by ~~reduction~~a consortium of ~~fixed~~investors ~~production~~(€ 1,765 ~~costs~~million), ~~refinements~~external banks in(a ~~inventory~~facility ~~management;~~under the senior credit agreement was drawn for an amount of € 1,833 million) and a vendor loan (€ 150 million).

·b)

~~the implementation of a purchasing project aimed at optimizing purchasing and reducing costs through globalization, internationalization and standardization; and~~Consolidation

·(1)

product life cycles, as we typically incur higher cost of goods sold associated with manufacturing over-capacity during the initial stages of product launches and when we are phasing out discontinued products.Subsidiaries

~~Administrative~~Subsidiaries (including special purpose entities) are considered if controlled. The group has the power to govern their financial and ~~Selling~~operating ~~Expenses~~policies. Subsidiaries are fully consolidated from the date on which unilateral control is transferred to the Group. They are de-consolidated from the date on which unilateral control ceases.

~~Our administrative and selling expenses consist principally of the following:~~ (2)

·Associates

~~salary~~Associates ~~costs~~are ~~and~~all ~~payroll~~entities ~~charges~~over ~~for~~which ~~sales~~the ~~personnel~~group ~~and~~has ~~administrative~~significant ~~staff,~~influence ~~which~~but ~~accounted~~not oncontrol, ~~average~~generally ~~for~~accompanying ~~approximately~~a ~~55%~~shareholding of ~~our~~between ~~administrative~~20% and ~~selling~~50 ~~expenses~~% ~~over~~of the ~~last~~voting ~~three fiscal years~~rights. ~~Aggregate~~Investments ~~expenses relating to our sales personnel generally increase or decrease principally with changes~~ in ~~sales~~associates ~~volume~~are ~~due~~accounted tofor by the ~~need~~equity tomethod ~~increase~~of oraccounting ~~decrease~~and ~~sales~~are ~~personnel~~initially torecognized ~~meet~~at ~~changes in demand~~cost. ~~Aggregate expenses relating to our administrative staff are generally less influenced by changes in sales volumes;~~

·The financial statements of all subsidiaries, directly or indirectly controlled by the Group, are consolidated. All intercompany transactions have been eliminated.

expenses related to the use and maintenance of administrative offices;

other administrative expenses, including expenses relating to logistics and information systems;

general advertising expenses, which tend to increase as we launch new, higher value-added and more expensive products that require increased marketing efforts;

other selling expenses, such as printing costs for catalogs and expenses incurred in connection with travel and communications, and

amortization expense for trademarks and other revalued assets recorded in conjunction with the acquisition of Legrand SA

Operating Income

Our operating income consists of net sales, less cost of goods sold, administrative and selling expenses, research and development expenses and other operating expenses. Operating income does not include our interest income (expense) (described below).

In general, increases in sales volume and related increases in production volumes may generate economies of scale due to lower operating expenses per unit sold, which results in higher operating income, both in absolute terms and as a percentage of net sales. For example, in the France and Italy segments where we have

~~well-established~~Back ~~market~~to ~~positions and in the Rest of the World, operating income adjusted for purchase accounting entries as a percentage of net sales is higher than in segments where our market position is less developed.~~Contents

~~Net Interest Expense~~c)

~~Our~~Translation ~~net interest expense consists principally~~ of ~~interest~~foreign ~~income~~financial on cash and cash equivalents, less interest expenses, including interest paid on the TSDIs, the Yankee bonds, the High Yield bonds and the amounts made available to us under the facility agreement. See “—Liquidity and Capital Resources.”statements

~~Changes~~For inall ~~Net~~countries: ~~Sales Excluding Changes in the Scope of Consolidation and Using Constant Exchange Rates~~

InItems ~~the~~included ~~discussion below, we sometimes refer to net sales or changes~~ in ~~net~~the ~~sales~~financial ~~“excluding~~statements ~~the~~of ~~effects~~each of ~~changes in~~ the ~~scope~~Group’s ofentities ~~consolidation~~are ~~and~~measured using ~~constant~~the ~~exchange~~currency ~~rates.”~~of Wethe ~~believe~~primary ~~that~~economic ~~this~~environment ~~measure is a useful tool~~ in ~~analyzing,~~which ~~explaining~~the ~~and~~entity ~~understanding~~operates ~~changes~~(the ~~and~~‘functional ~~trends~~currency’). inThe ~~our historical~~ consolidated ~~net~~financial ~~sales.~~statements ~~Measures~~are ~~described~~presented asin ~~“excluding~~euros, "the ~~effects~~reporting ~~of changes in the scope of consolidation and using constant exchange rates” are computed as follows:~~ currency".

~~Companies~~Foreign ~~Acquired~~currency ~~during~~transactions are translated into the ~~Current~~functional ~~Period~~currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement under the heading "Exchange and translation gains (losses)", except where hedge accounting is applied as explained in Note 1 l and for intercompany transactions, which are essentially permanent in nature.

~~Where~~For ~~companies~~all ~~are~~countries ~~acquired~~other ~~during~~than ~~the~~those ~~current~~with ~~period,~~highly ~~the~~inflationary ~~net~~economies: sales of the acquired company are reflected in our consolidated statement of income for only the portion of the current period from the date of first consolidation of such company. Consolidated net sales excluding the effect of acquisition include sales of the acquired company, based on sales information we receive from the party from whom we acquired such company, for the portion of the prior period equal to the portion of the current period during which we actually consolidated the entity.

~~Companies Acquired during a Prior Period~~•

~~Where~~Assets ~~companies~~and ~~were~~liabilities ~~acquired~~are ~~during~~translated ~~the~~using ~~prior~~exchange ~~period,~~rates ~~the net sales of the acquired company are reflected~~ in our consolidated statement of income for the entirety of the current period but only for the portion of the prior period from the date of first consolidation of such company. Consolidated net sales excluding the effect ofas ~~acquisitions include sales~~ of the ~~acquired~~balance ~~company,~~sheet ~~based~~dates; ~~on sales information we receive from the party from whom we acquired such company, for the portion of the prior period during which we did not consolidate the entity.~~

~~Disposals during the Current Period~~•

~~Where~~Statements ~~companies are disposed~~ of ~~during~~income ~~the current period, the net sales of the company disposed of~~ are ~~reflected~~translated inat ~~our~~average ~~consolidated~~exchange ~~statement~~rates ~~of income~~ for ~~only~~ the ~~portion of the current~~ period; ~~prior to the date of disposal~~ and deconsolidation. Consolidated net sales excluding the effect of disposals exclude sales of the divested company, for the portion of the prior period equal to the portion of the current period subsequent to its disposal.

~~Disposals during a Prior Period~~•

~~Where~~Gains ~~companies~~or ~~were~~losses ~~disposed~~arising offrom ~~during~~ the ~~prior~~translation ~~period,~~of the ~~net~~financial ~~sales~~statements of ~~the~~foreign ~~company~~subsidiaries ~~disposed~~ are ~~not~~accounted ~~reflected in our consolidated statement of income~~ for ~~the~~directly ~~current~~in ~~period. Consolidated net sales excluding~~ the ~~effect~~translation ofreserve ~~disposals~~included ~~exclude~~in ~~sales~~consolidated ofequity, ~~the~~until ~~divested~~these ~~company~~companies ~~for~~are ~~the~~sold ~~prior~~or ~~period~~substantially liquidated.

~~Using~~For ~~constant~~countries ~~exchange~~with ~~rates~~highly inflationary economies:

Our consolidated historical net sales include the effects of exchange rate differences between the euro and other currencies. To analyze consolidated net sales excluding the effects of these exchange rate changes, we use constant exchange rates (by adjusting current year reported sales using prior period exchange rates) to compare year-to-year changes in net sales. We believe that this measure is a useful tool in analyzing, explaining and understanding changes and trends in our consolidated net sales. This is referred to as “using constant exchange rates” in the discussions below.•

Inventories and non-monetary assets are recorded at their historical rates of exchange;

•

Other assets and liabilities are translated using exchange rates in effect as of the balance sheet dates; and

•

Gains or losses arising from the translation of the financial statements of subsidiaries located in these countries are included in the consolidated statement of income under the heading "Exchange and translation gains (losses)".

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the acquired entity.

Earnings per share

Earnings per share are not presented as the Group's shares are not held by the public.

Cash and cash equivalents

Cash and cash equivalents consist of cash, short-term deposits and all other financial assets with an original maturity not in excess of three months. Marketable securities are not considered as cash equivalents.

Intangible assets

Goodwill represents the excess of cost over the fair value of net identifiable assets acquired as of the date of the acquisition. It is not amortized. The Group assesses whether there has been a permanent impairment in the value of goodwill by evaluating annually economic factors including future cash flows from operating activities, income, trends and prospects as well as competition and other economic factors. The primary financial indicator used to assess impairment is whether discounted cash flows from operations over 5 years and terminal value thereafter will be sufficient to recover the carrying amount of goodwill. A loss is recognized for any excess of the carrying value over the fair value of the goodwill.

Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be a success, considering its technical commercial and technological feasibility, and costs can be measured reliably. Development costs are amortized from the starting date of the sale of the product on a straight line-basis over the period of its expected benefit, not exceeding 10 years.

Other development expenditures are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

Trademarks that have an indefinite useful life are not subject to amortisation and are tested annually for impairment and whenever events or changes in circumstance indicate that the carrying amount may not be recoverable.

~~Reconciliation~~Back ofto ~~Net Sales~~Contents

~~Summarized~~Trademarks with ~~below~~definite islives aand ~~reconciliation~~developed oftechnology ~~net~~are ~~sales~~amortized ason ~~reported~~an ~~under~~accelerated basis, USin ~~GAAP~~a tomanner ~~net~~that ~~sales excluding~~reflects the ~~effect~~pattern ~~of changes~~ in which the ~~scope~~assets ofeconomic ~~consolidation~~benefits are ~~and using constant exchange rates~~consumed.

·Assets that are subject to amortisation are tested for impairment whenever events or changes in circumstance indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.

~~Evolution~~Other ofintangible ~~net~~assets, ~~sales~~included byin ~~origin~~"other ~~excluding~~non-current assets" in the ~~effects~~balance ofsheet, ~~changes~~are inamortized on a straight-line basis over the ~~scope~~estimated period of ~~consolidation~~benefit, not in excess of 40 years, and ~~using~~limited ~~constant~~to ~~exchange~~20 years ~~rates:~~for patents and trademarks.

		First half ended June 30,
Net sales by origin		Consolidated	France	Italy	Rest of Europe	US and Canada	RoW
		(€ in millions)
Net sales 2004 as reported		1,486.2	481.7	327.5	272.0	266.2	138.8
Impact of changes in the scope of consolidation		4.0	(0.7)	(7.1)	(4.0)	8.4	7.6
Net sales 2004 adjusted for changes in the scope of consolidation	(1)	1,490.2	481.0	320.4	268.0	274.6	146.4
Net sales 2005 as reported		1,582.6	509.3	333.2	291.3	289.1	159.7
Impact of variations in exchange rates		11.0	0.0	0.0	(1.8)	13.5	(0.7)
Net sales 2005 adjusted for variations in exchange rates	(2)	1,593.6	509.3	333.2	289.5	302.6	159.0
Like for like variation (2) vs (1)		6.9%	5.9%	4.0%	8.0%	10.2%	8.7%

·Property, plant and equipment

~~Evolution~~Land, ofbuildings, ~~net~~machinery ~~sales~~and byequipment ~~destination~~are ~~(location~~carried ofat ~~sales)~~cost. ~~excluding~~In connection with the ~~effects~~acquisition, the value of ~~changes~~plants inand ~~the~~properties ~~scope~~was ofrevalued ~~consolidation~~by € 39 million, including an estimated €15.5 million for land. The revaluation on plants and ~~using~~properties ~~constant~~(€ 39 ~~exchange~~million ~~rates:~~less the value attributable to land, which is not amortizable) is depreciated on a straight-line basis over 25 years.

		First half ended June 30,
Net sales by destination		Consolidated	France	Italy	Rest of Europe	US and Canada	RoW
		(€ in millions)
Net sales 2004 as reported		1,486.2	426.9	321.3	281.0	263.5	193.5
Impact of changes in the scope of consolidation		4.0	(0.2)	(5.0)	(1.3)	8.6	1.9
Net sales 2004 adjusted for changes in the scope of consolidation	(1)	1,490.2	426.7	316.3	279.7	272.1	195.4
Net sales 2005 as reported		1,582.6	450.6	326.9	303.5	286.4	215.2
Impact of variations in exchange rates		11.0	0.0	0.0	(2.1)	13.5	(0.4)
Net sales 2005 adjusted for variations in exchange rates	(2)	1,593.6	450.6	326.9	301.4	299.9	214.8
Like for like variation (2) vs (1)		6.9%	5.6%	3.4%	7.8%	10.2%	9.9%

Assets acquired under lease agreements that transfer substantially all of the risks and rewards of ownership to the Group are capitalized on the basis of the present value of minimum lease payment and are generally depreciated over the shorter of the location or the useful live determined in accordance with Group policies (see below). French legal revaluations and foreign revaluations are not reflected in the consolidated financial statements.

~~Additional~~Depreciation ~~factors~~is ~~that~~calculated ~~will~~on ~~affect~~a ~~our~~straight-line ~~future~~basis ~~net~~over ~~income~~the estimated useful lives of the respective assets; the most commonly adopted useful lives are the following:

The acquisition of Legrand SA, the application of purchase accounting adjustments related thereto, and the related transactions affect our future results . In particular:


Light buildings	25 years
Standard buildings	40 years
Machinery and equipment	8 to 10 years
Tooling	5 years
Furniture and fixtures	5 to 10 years

·h)

the substantial indebtedness that we incurred to finance the transactions related to the acquisition of Legrand SA (and the increased interest rate associated with that indebtedness has and will continue to keep our interest expense relatively high); Inventories

·Inventories are recorded at the lower of cost or market, with cost determined principally on a first-in, first-out (FIFO) basis. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity). It excludes financing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

the significant intangible assets that we recorded in connection with the acquisition of Legrand SA have increased our amortization expense. The purchase accounting adjustment related to additional depreciation charges on re-valued assets is due principally to the re-valuation of i)

Deferred income taxes

In accordance with IAS 12, deferred income taxes are recorded based on the differences between the tax bases of assets and liabilities and their carrying value for financial reporting purposes. Currently or substantially enacted and expected to apply rates applicable for future periods are used to calculate year-end deferred income taxes.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

A valuation allowance is recorded against deferred tax assets to reduce these deferred tax assets to the amount likely to be realized. The assessment of the valuation allowance is done by tax entity, based on the tax strategy developed for the near future for each tax entity of the Group.

Provisions are made for withholding and other taxes which would be payable in case of distribution of earnings of subsidiaries and affiliates, except for those considered as permanently reinvested.

~~patents~~Back ~~and~~to ~~trademarks that will be depreciated using accelerated methods. As a consequence, this will have a significant impact on our operating income until 2009 and a less significant impact for 2010 and 2011.~~Contents

~~Overview of Comparative Periods~~j)

~~First~~Revenue ~~six~~recognition ~~months~~and ~~ended~~trade ~~June 30, 2005 compared with the first six months ended June 30, 2004~~receivables

~~Net~~Revenues ~~Sales~~are recognized when all of the following criteria have been met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the sales price is fixed or determinable and (iv) collectibility is reasonably assured. For the Group, this policy results in the recognition of revenue when title and risk of loss is transferred to the customer, which is generally upon shipment.

~~Our~~In ~~consolidated~~addition, ~~net~~the ~~sales~~Group ~~increased~~offers bycertain ~~6.5%~~sales incentives to ~~€1582~~customers consisting primarily of volume rebates, and discounts for prompt payment.~~6 million~~ inVolume ~~2005~~rebates are typically based on three, ~~compared~~six, and twelve-month arrangements with ~~€1486~~customers, and rarely extend beyond one year.~~2 million~~ Since the volume of customer’s future purchases can be reasonably estimated based on historical evidence, the Group recognizes the rebates on a monthly basis as a reduction in ~~2004~~revenue based on the estimated cost of honoring rebates earned and claimed to each of the underlying revenue transactions that reflect the progress by the customer toward earning the rebate. ~~This~~These ~~resulted~~volume ~~from:~~rebates are generally accounted for as a reduction to customers’ account receivable balance. Discounts for prompt payment are recognized as a reduction of sales.

·k)

aFair ~~6.9%~~value ~~increase in net sales excluding the effects~~ of ~~changes~~financial ~~in the scope of consolidation and using constant exchange rates;~~instruments

·The carrying value of cash, short-term deposits, accounts receivable, accounts payable, accrued liabilities and short-term borrowings approximate their fair value because of the short-term maturity of these instruments. For short-term investments, comprised of marketable securities, fair value is determined based on the market prices of these securities. The fair value of long-term debt is estimated on the basis of interest rates currently available for issuance of debt with similar terms and remaining maturities. The fair value of interest rate swap agreements is the estimated amount that the counterparty would receive or pay to terminate the agreements, and is calculated as the present value of the estimated future cash flows.

a 0.7% decrease in net sales due to unfavorable fluctuations in currency exchange rates in particular the decrease of the US dollar by 4.9% against the euro in the first six months of 2005 compared with the first six months of 2004; and l)

·Derivative financial and commodity instruments

The Group's policy is to abstain from transactions of a ~~0.3%~~speculative ~~increase~~nature in ~~net~~the ~~sales~~use ~~due~~of financial instruments; consequently all operations with these instruments are exclusively devoted to ~~changes~~manage inand cover exchange or interest rate risks, and the ~~scope~~prices of ~~consolidation~~raw materials. Therefore, the Group periodically enters into contracts such as swaps, options and futures, which relate to the nature of its exposure.

~~The~~Derivatives ~~increase~~are ininitially ~~net~~recognised ~~sales~~at ~~excluding~~fair ~~changes~~value inon the ~~scope~~date ofa ~~consolidation~~derivative contract is entered into and ~~using~~are ~~constant~~subsequently ~~exchange~~remeasured ~~rates~~at ~~reflects~~their anfair ~~increase~~value. inThe ~~net~~method ~~sales~~of inrecognising ~~all~~the ~~segments~~resulting ~~mainly~~gain inor ~~Rest~~loss ofdepends ~~Europe,~~on ~~USA/Canada~~whether the derivative is designated as a hedging instrument, and ~~Rest~~if so, the nature of the ~~World~~item ~~segments~~being hedged. The Group does not designate any derivative as :

France. Net sales of our French subsidiaries increased by 5.7% to €509.3 million in 2005, compared with €481.7 million in 2004. This increase resulted from a 5.9% increase in net sales, excluding the effects of changes in the scope of consolidation, due to an increase in the demand for our products in France supported by a good commercial performance of our sales team and the launch of new products.-

~~Italy. Net~~hedges sales by our Italian subsidiaries increased by 1.7% to €333.2 million in 2005, compared with €327.5 million in 2004. This increase resulted from a 4.0% increase in net sales excluding the effects of ~~changes in~~ the ~~scope~~fair value of ~~consolidation~~recognised ~~partially~~assets ~~offset~~or byliabilities or a ~~2.2%~~firm ~~decrease~~commitment in(fair ~~net~~value ~~sales due to changes in the scope of consolidation.~~hedge);

Rest of Europe. Net sales by our subsidiaries in the Rest of Europe segment increased by 7.1% to €291.3 million in 2005 compared with €272.0 million in 2004. This increase resulted from an 8.0% increase excluding the effects of changes in the scope of consolidation and using constant exchange rates together with a 0.6% increase due to favorable fluctuations in currency exchange rates partially offset by a 1.5% decrease due to changes in the scope of consolidation. In particular, net sales increased strongly in Eastern and Northern European countries.-

~~United~~hedges ~~States~~of ~~and~~highly ~~Canada. Net~~probable ~~sales~~forecast bytransactions ~~our subsidiaries in the United States and Canada segment increased by 8.6% to €289.1 million in 2005, compared with €266.2 million in 2004. This increase resulted primarily from~~ (i)cash aflow 10.2% increase in net sales excluding the effects of changes in the scope of consolidation and using constant exchange rates, due to a continuing increase in sales in the residential market, encouraging sales in the commercial and industrial markets and (iihedge); a 3.1% increase in net sales due to changes in the scope of consolidation related to the consolidation of OnQ, partially offset by a decrease in net sales of 4.5% due to unfavorable fluctuations in currency exchange rates.

Rest of the World. Net sales by our subsidiaries in the Rest of the World segment increased by 15.1% to €159.7 million in 2005 compared with €138.8 million in 2004. This increase resulted from a 8.7% increase in net sales excluding the effects of changes in the scope of consolidation and using constant exchange rates together with a 5.4% increase due to changes in the scope of consolidation and a 0.4% increase due to favorable fluctuations in currency exchange rates.-

or hedges of net investments in foreign operations.

The fair values of various derivative instruments used for hedging purposes are disclosed in Note 23.

All the derivatives entered into by the Group are therefore recorded at fair value in the balance sheet with the changes in fair value recorded to profit and loss.

The interest rate swaps, which synthetically adjust interest rates on certain indebtedness, involve the exchange of fixed and floating rate interest payments over the life of the agreement without the exchange of the notional amount.

The Group periodically enters into foreign currency contracts to hedge commitments, transactions or foreign income.

The Group may also enter into raw material contracts to totally or partially hedge its purchases. Cash flows from financial instruments are recognized in the statement of cash flows in a manner consistent with the underlying transactions.

~~Excluding~~Back the effects of changes in the scope of consolidation and using constant exchange rates, the evolution of net sales by destination between the first six months of 2005 and the first six months of 2004 is as follows (sales by destination means all sales made to ~~third parties by us in a given geographic market):~~Contents

	1st Half 2005
France	+ 5.6%
Italy	+ 3.4%
Rest of Europe	+ 7.8%
USA/Canada	+ 10.2%
Rest of the World	+ 9.9%
Total	+ 6.9%

~~Please~~Environmental ~~refer to –“ Reconciliation of Net Sales – “above for a detailed calculation of the evolution of net sales excluding the changes in the scope of consolidation~~ and ~~using~~product ~~constant exchange rates.~~liabilities

~~Operating~~In ~~Expenses~~accordance with IAS 37 the Group recognizes losses and accrues liabilities relating to environmental and product liability matters. Accordingly, the Group recognizes a loss if available information indicates that a loss is probable and reasonably estimable. In the event a loss is neither probable nor reasonably estimable but remains possible, the Group discloses this contingency in the notes to its consolidated financial statements.

~~Cost~~With respect to environmental liabilities, the Group estimates losses on a case-by-case basis and makes the best estimate it can, based on available information. With respect to product liabilities, the Group estimates losses on the basis of ~~goods~~current ~~sold~~facts and circumstances, prior experience with similar matters, the number of claims and the anticipated cost of administering, defending and, in some cases, settling such cases.

~~Our consolidated cost of goods sold increased by 4.6% to €826.5 million in 2005 compared with €790.4 million in 2004. The increase in consolidated cost of goods sold resulted primarily from:~~n)

·Stock option plans

anThe ~~increase~~Group inoperate ~~the~~equity-settled, ~~volume~~share ofbased ~~raw~~compensation ~~materials~~plans. ~~and components purchased and in other manufacturing costs due to higher consolidated net sales and,~~

·The cost of stock options granted is measured on the grant-date fair value of the award, and recognized over the vesting period. At each balance sheet date, the Group revises its estimates of the number of options that are expected to become exercisable and recognises the impact of the revision of original estimates, if any, in the income statement, and a corresponding adjustment to equity over the remaining vesting period.

~~an increase in raw material prices partially offset by~~ o)

·Use of estimates

~~continuous~~The ~~improvements~~preparation of financial statements in ~~productivity~~conformity ~~including~~with ~~cost~~generally ~~saving~~accepted ~~initiatives~~accounting principles requires management to make estimates and assumptions that are reflected in the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Cost~~Estimates ofand ~~goods~~judgements ~~sold~~are ascontinually aevaluated ~~percentage~~and ofare ~~consolidated~~based ~~net~~on ~~sales~~historical ~~decreased~~experience toand ~~51.2%~~other infactors, ~~2005~~including ~~compared~~expectations ~~with~~of ~~53.2%~~future inevents ~~2004~~that are believed to be reasonable under the circumstances.

~~France. Cost of goods sold in the France segment increased by 1.7% to €223.6 million in 2005 compared with € 219.9 million in 2004. Cost of goods sold as~~ (a) ~~percentage~~Estimated ofimpairment ~~net sales, decreased to 43.9% in 2005 compared with 45.7% in 2004. Cost~~ of ~~goods~~goodwills ~~sold increased principally due to an increase in the volume of raw materials~~ and ~~components~~intangibles ~~purchased which increased in line with higher net sales and an increase in raw material prices partially offset by measures introduced to improve productivity.~~assets

~~Italy.~~The ~~Cost~~Group oftests ~~goods~~annually ~~sold~~whether ingoodwill ~~the~~and ~~Italy~~intangibles ~~segment~~assets ~~decreased~~with byindefinite ~~5.2%~~lives to(brands) ~~€150.9 million~~for inimpairment ~~2005~~at ~~compared~~least ~~with~~annually ~~€159.2 million~~ in ~~2004.~~accordance Aswith athe ~~percentage~~accounting ofpolicy ~~net~~stated ~~sales, cost of goods sold decreased to 45.3%~~ in ~~2005~~Note ~~compared with 48~~1.6%f ~~in 2004~~. ~~The~~Other ~~decrease~~intangibles inthat ~~cost~~do ofnot ~~goods~~have ~~sold~~indefinite ~~resulted~~useful ~~from~~lives ~~productivity~~are ~~improvements~~amortized ~~together~~over ~~with~~their ~~changes~~estimated inuseful ~~the~~lives ~~scope~~and, ofupon ~~consolidation partially offset by an increase in~~ the ~~volume~~occurrence of ~~raw~~certain ~~materials~~impairment ~~and~~indicators, ~~components~~are ~~purchased~~also ~~which~~subject ~~increased~~to inperiodic ~~line~~impairment ~~with higher net sales and an increase in raw material prices~~tests.

~~Rest~~The ofjudgments ~~Europe.~~regarding ~~Cost of goods sold in~~ the ~~Rest~~existence of ~~Europe~~impairment ~~segment~~indicators ~~increased~~are bybased ~~5.2%~~on tolegal ~~€191.3 million~~factors, inmarket ~~2005~~conditions ~~compared~~and ~~with~~operational ~~€181.8 million~~performance inof ~~2004.~~the Asacquired abusinesses. ~~percentage~~Future ofevents ~~net~~could ~~sales,~~cause ~~cost~~the ofGroup ~~goods sold decreased~~ to ~~65.7%~~conclude inthat ~~2005~~impairment ~~compared~~indicators ~~with~~exist ~~66.8%~~and inthat ~~2004.~~goodwill ~~The~~or ~~increase~~other inidentifiable ~~cost~~intangible ofassets ~~goods~~associated ~~sold~~with ~~reflects primarily an increase in~~ the ~~volume~~acquired ofbusinesses ~~raw~~are ~~materials~~impaired. ~~and~~Any ~~components~~resulting ~~purchased~~impairment inloss ~~line~~could ~~with~~have ~~higher~~a ~~net~~material ~~sales~~adverse ~~and~~impact anon ~~increase~~the inconsolidated ~~raw~~financial ~~material~~condition ~~prices~~and ~~partially~~results ~~offset~~of byoperations ~~improvements~~of inthe ~~productivity~~Group.

United States and Canada. Cost of goods sold in the United States and Canada segment increased by 9.2% to €167.8 million in 2005 compared with €153.6 million in 2004. As a percentage of net sales, cost of goods sold increased to 58.0% in 2005 compared with 57.7% in 2004. The ~~increase~~accounting infor ~~cost~~goodwill ~~of goods sold reflects primarily an increase in the volume of raw materials~~ and ~~components~~other ~~consumed~~intangible inassets ~~line~~involves ~~with higher net sales and an increase in raw material prices partially offset by~~ a ~~decrease~~number ~~in the value~~ of ~~the~~critical ~~dollar~~management ~~against~~judgments, ~~the euro and a decrease in production expenses resulting from the closing of plants in 2004.~~ including:

• determining which intangible assets, if any, have indefinite useful lives and, accordingly, should not be subject to amortization;

• identification of events or changes in circumstances that may indicate that an impairment has occurred;

• making allocations of goodwill to cash generating reporting units;

• determining the fair value of reporting units in connection with annual impairment tests of goodwill;

• determining the implied fair value of goodwill, where necessary, which involves the preparation of a hypothetical purchase price allocation for the reporting as of the date of the impairment test;

• estimating the future discounted cash flows for purposes of periodic impairment tests on definite-lived intangible assets; and

• determining the fair value of indefinite-lived intangible assets for purposes of annual impairment tests.

Fair value is based either on the quoted market price in an active market for the asset, if available, or, in the absence of an active market, on discounted future cash flows from operating income less investments. Many assumptions and estimates underlie the determination of fair value. Another estimate using different, but still reasonable, assumptions could produce different results.

The Group applied the impairment test set forth in IAS 36 for all non amortized intangible assets using the following assumptions and parameters:

~~Rest~~Back ~~of the World. Cost of goods sold in the Rest of the World segment increased by 22.4%~~ to €92.9 million in 2005 compared with €75.9 million in 2004. As a percentage of net sales, the cost of goods sold increased to 58.2% in 2005 compared with 54.7% in 2004. This increase resulted primarily from an increase in materials and components consumed in line with higher net sales together with changes in the scope of consolidation and increases in raw material prices partially offset by the effects of restructuring actions in 2004.Contents

~~Administrative~~• ~~and~~a ~~selling~~weighted ~~expenses~~average cost from 8.50% to 12.0% in 2004

~~Our consolidated~~• ~~administrative~~a ~~and~~growth ~~selling~~rate ~~expenses~~beyond ~~increased~~the byspecifically ~~9.7%~~forecasted toperiod ~~€418.1 million in~~of ~~2005~~between ~~compared with €381~~2.~~1 million~~50% into ~~2004~~3.00% ~~This~~per ~~increase~~year ~~was principally driven by the increase~~ in ~~the administrative and selling expenses in the Rest of the World and USA/Canada segments~~2004.

AsNo aimpairments ~~percentage~~were ofrecognized ~~net~~for ~~sales,~~the ~~consolidated~~year ~~administrative~~ended ~~and~~December ~~selling~~31, ~~expenses increased to 26.4% in 2005 compared with 25.6% in~~ 2004.

~~France. Administrative~~(b) ~~and~~Accounting ~~selling~~for ~~expenses~~income in the France segment increased by 6.7% to €148.7 million in 2005 from €139.3 million in 2004 reflecting primarily higher advertising and other commercial expenses to foster growth, higher commercial expenses in connection with higher sales and an increase in administrative expenses. As a percentage of net sales, administrative and selling expenses increased to 29.2% in 2005 compared with 28.9% in 2004.taxes

~~Italy. Administrative~~As ~~and~~part ~~selling~~of ~~expenses~~the inprocess of preparing the ~~Italy~~consolidated ~~segment~~financial ~~increased~~statements, bythe ~~8.9%~~Group is required to ~~€72.4 million~~estimate the income taxes in ~~2005~~each ~~compared~~of ~~with~~the ~~€66.5 million~~jurisdictions in ~~2004~~which ~~reflecting~~it ~~primarily~~operates. ~~higher~~This ~~commercial~~process ~~expenses~~involves inestimating ~~connection~~the ~~with~~actual ~~initiatives~~current totax ~~foster~~exposure ~~growth~~together ~~and~~with ~~higher~~assessing ~~sales.~~temporary Asdifferences aresulting ~~percentage~~from differing treatment of ~~net~~items, ~~sales~~such as deferred revenue, ~~administrative~~for tax and ~~selling~~accounting ~~expenses~~purposes. ~~increased~~These todifferences ~~21.7%~~result in ~~2005~~deferred ~~compared~~tax ~~with~~assets ~~20.3%~~and inliabilities, ~~2004.~~which are included within the consolidated balance sheet.

~~Rest~~The ofGroup ~~Europe. Administrative~~must ~~and~~then ~~selling~~assess ~~expenses in~~ the ~~Rest~~likelihood ofthat ~~Europe~~the ~~segment~~deferred ~~increased~~tax byassets ~~2.7%~~will tobe ~~€74.9 million~~recovered ~~in 2005~~ from ~~€72.9 million~~future intaxable ~~2004~~income ~~due~~and, to the ~~increase~~extent ofit ~~costs~~believes ~~related~~that torecovery ~~higher~~is ~~commercial~~not ~~expenses~~likely, init ~~connection~~must ~~with~~establish ~~higher~~a ~~sales~~valuation ~~and~~allowance. ~~higher~~To ~~administrative~~the ~~expenses.~~extent Asthe Group establishes a ~~percentage~~valuation ofallowance ~~net~~or ~~sales,~~increases ~~administrative~~this ~~and~~allowance ~~selling~~in ~~expenses~~a ~~decreased~~period, toit ~~25.7%~~must ininclude ~~2005~~an ~~compared~~expense ~~with~~within ~~26.8%~~the tax provision in ~~2004.~~the consolidated statement of income.

~~United~~Due principally ~~States~~to ~~and~~the ~~Canada. Administrative~~significant interest and ~~selling~~other expenses inincurred as a result of the ~~United~~Acquisition, ~~States~~the ~~and~~Group ~~Canada~~currently ~~segment~~has ~~increased~~a bysignificant ~~17.1%~~amount toof recognized net deferred tax assets (€82 75.2 8 million inas ~~2005~~of ~~from~~June ~~€70~~30, 2005).~~2 million~~ Significant management judgment is required in ~~2004~~determining ~~mainly~~the ~~due~~valuation toallowance recorded against the ~~increase~~deferred oftax ~~costs~~assets. ~~related~~The toGroup ~~advertising~~has recorded a valuation allowance, and ~~other~~there ~~commercial~~are ~~expenses~~uncertainties regarding its ability to ~~foster~~utilize ~~sales~~some ~~partially~~of ~~offset~~the deferred tax assets before they expire, primarily certain net operating losses carried forward and foreign tax credits. The valuation allowance is based on the estimates of future taxable income by jurisdiction in which the ~~decrease~~Group ofoperates, and the period ~~value~~over ofwhich the USdeferred ~~dollar~~tax ~~against~~assets ~~the~~will ~~euro~~be recoverable. AsIn athe ~~percentage~~event that ofactual ~~net~~results ~~sales,~~differ ~~administrative~~from ~~and~~these ~~selling~~estimates ~~expenses~~or ~~increased~~it toadjusts ~~28.4%~~these estimates in ~~2005~~future ~~compared~~periods, ~~with~~the ~~26.4%~~Group inmay ~~2004~~need to adjust the valuation allowance.

Rest of the World. Administrative and selling expenses in the Rest of the World segment increased by 23.9% to €39.9 million in 2005 from €32.2 million in 2004 mainly due to changes in the scope of consolidation and to an increase in commercial and marketing expenses incurred to support our net sales. As a percentage of net sales, administrative and selling expenses increased to 25.0% in 2005 compared with 23.2% in 2004. p)

~~Operating~~Transfers ~~income~~and servicing of financial assets

~~Our~~IAS39 ~~consolidated~~provides ~~operating~~standards ~~income~~for ~~increased~~distinguishing bytransfers ~~5.8%~~of tofinancial ~~€202.7~~assets ~~million~~that inare ~~2005~~sales from ~~€191.6~~transfers ~~million~~that inare ~~2004~~secured borrowings. ~~This~~According ~~increase~~to inthis ~~consolidated~~statement, ~~operating~~after ~~income~~a ~~resulted~~transfer ~~primarily~~of ~~from:~~financial assets, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered and derecognizes liabilities when extinguished.

·q)

aSegment ~~6.5% increase in consolidated net sales partially offset by,~~reporting

·The management of the group analyzes financial condition and results of operations on the basis of five geographic segments (France, Italy, Rest of Europe, USA/Canada and Rest of the World) based on region of production and not on where products are sold. For most purposes, management structure and internal controls are organized on the basis of the five geographic segments or national markets, rather than by product type or class, because local economic conditions and consumer demands are the principal factors affecting sales and market performance.

~~a 4.6% increase in cost of goods sold;~~ r)

·Employee benefits

(a) ~~9.7%~~Pension ~~increase in administrative and selling expenses and~~obligations

·Group companies operate various pension schemes. The schemes are funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined benefit and defined contribution plans. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The benefits paid to all employees in the Group subsidiaries’ home countries qualify as a post-employment defined benefit plan.

aA ~~2.9%~~defined ~~increase~~contribution inplan ~~research~~is ~~and~~a ~~development~~pension ~~expenses~~plan ~~(from~~under ~~€125.7~~which million in 2004 to €129.3 million in 2005) due to an increase of expenses related to new product developments partially offset by lower depreciation of re-valued intangible assets in 2005 compared with 2004 (some intangible assets were re-valued in 2002 in connection with the ~~acquisition~~Group ofpays ~~Legrand~~fixed SAcontributions ~~and~~into ~~are~~a ~~depreciated~~separate ~~using an accelerated method)~~ entity.

The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. Actuarial gains and losses arising from experience adjustments, and changes in actuarial assumptions, are fully charged or credited to income.

The defined benefit obligation is calculated annually using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

~~Consolidated~~Back ~~operating~~to ~~income as a percentage of consolidated net sales remained almost stable at 12.8% in 2005 from 12.9% in 2004.~~Contents

~~France. Operating~~(b) ~~income~~Other inpost-employment ~~the~~benefit France segment increased by 27.3% to €63.9 million in 2005 compared with €50.2million in 2004. This increase reflects principally an increase in net sales partially offset by an increase in cost of goods sold, an increase in research and development expenses and an increase in administrative and selling expenses.obligations

~~Italy. Operating~~Some ~~income~~Group incompanies ~~the~~provide ~~Italy~~post-retirement ~~segment~~healthcare ~~increased~~benefits ~~by 7.9%~~ to ~~€79.3 million~~their ~~in 2005 compared with €73~~retirees.5 ~~million~~The inentitlement ~~2004.~~to ~~This~~these ~~increase~~benefits ~~was due~~is ~~principally~~usually toconditional anon ~~increase~~the inemployee ~~net~~remaining ~~sales, a decrease~~ in ~~cost~~service ofup ~~goods~~to ~~sold partially~~retirement ~~offset~~age byand anthe ~~increase~~completion inof ~~administrative~~a ~~and~~minimum ~~selling~~service ~~expenses~~period.

~~Rest~~(c) ofTermination Europe. Operating income in the Rest of Europe segment increased by 18.6% to €19.1 million in 2005 compared with €16.1 million in 2004 reflecting principally the impact of an increase in net sales partially offset by increases in cost of goods sold and administrative and selling expenses.benefits

~~United~~Termination ~~States~~benefits ~~and~~are ~~Canada.~~payable ~~Operating~~when ~~income~~employment inis terminated before the ~~United~~normal ~~States~~retirement ~~and~~date, ~~Canada~~or ~~segment~~when ~~decreased~~an toemployee ~~€19.6 million~~accepts voluntary redundancy in ~~2005~~exchange ~~compared~~for ~~with~~these ~~€24~~benefits.~~2 million~~ inThe ~~2004.~~Group ~~This~~recognises ~~decrease~~termination ~~was~~benefits ~~due~~when ~~principally~~it tois andemonstrably ~~increase~~committed into ~~commercial~~either ~~expenses~~terminating tothe ~~foster~~employment ~~growth,~~of ~~restructuring~~current ~~charges~~employees ~~related~~according to ~~the~~a ~~closure~~detailed formal plan without possibility of awithdrawal ~~plant~~or ~~and~~providing ~~the~~termination ~~decrease~~benefits as a result of ~~the~~an USoffer ~~dollar~~made ~~against~~to ~~the~~encourage ~~euro~~voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

Rest of the World. Operating income in the Rest of the World segment decreased to €20.8 million in 2005 compared with €27.6 million in 2004. This decrease results principally from an increase in cost of goods sold and administrative expenses and an increase in selling expenses to support growth partially offset by an increase in net sales.s)

~~Net~~Interim ~~interest~~measurement ~~expense~~note

~~Our consolidated net interest expense decreased to €87.7 million in 2005~~ (~~of which €78.3 million related to cash interests and €29.3 million related to Related Party Loan non-cash interest~~a) ~~from~~Seasonality ~~€116.9 million in 2004 (~~of ~~which~~the €94.4 million related to cash interest and €29.4 million related to Related Party Loan non-cash interest). Net interest expenses amounted to 5.5% of net sales in 2005 while net interest expenses amounted to 7.9% of net sales in 2004. The decrease in net interest expenses was due to lower levels of net debt and better financing conditions.business

~~Income~~The ~~tax~~business of the Group is not subject to significant seasonal fluctuations.

~~Our~~(b) ~~consolidated~~Current income tax expenses increased to €37.3 million in 2005 from €32.5 million in 2004. In 2005, we recorded €91.0 million income before taxes, minority interests and equity in earnings of investees as a result of higher operating income and lower interest charges partially offset by higher other expenses. In 2004, we recorded a €65.6 million income before taxes, minority interests and equity in earnings of investees.

~~Net~~Income tax expense is recognised in the interim consolidated financial statements based on management’s best estimate of the consolidated effective annual income tax rate expected for the year.

~~Our consolidated net income increased by 57.4% to €52.9 million in 2005 compared with €33.6 million in 2004, mainly resulting from:~~ t)

Transition to IFRS

Application of IFRS 1

The Group’s financial statements for the year ended December 31, 2005 will be the first annual financial statements that comply with IFRS. These interim financial statements have been prepared as described in Note 1 above. The Group has applied IFRS 1 in preparing these consolidated interim financial statements.

Legrand Holding transition date is January 1^st, 2004. The Group prepared its opening IFRS balance sheet at that date. The reporting date of these interim consolidated financial statements is June 30, 2005. The Group’s IFRS adoption date is January 1^st, 2005.

In preparing these interim consolidated financial statements in accordance with IFRS 1, the Group did not apply the mandatory exceptions and certain of the optional exemptions from full retrospective application of IFRS.

The application of the exemptions by the group is as follows:

aBusiness ~~€11.1~~combination ~~million increase in operating income; and~~ exemption

Legrand Holding has not elected to apply the business combination exemption in IFRS 1, and has restated the acquisition of Legrand SA that took place as at December 10, 2002.

aFair ~~€29.2~~value ~~million~~as ~~decrease~~deemed incost ~~net interest expense, partially offset by:~~exemption

Legrand Holding has not elected to measure certain items of property, plant and equipment at fair value as at January 1^st, 2004.

~~€14.9 million~~Employee ~~increase~~benefits ~~in other expenses and~~exemption

Legrand Holding had recognized all cumulative actuarial gains and losses in the consolidated accounts established under French GAAP. This exemption is not applicable.

aCumulative ~~€4.8~~translation ~~million~~adjustment ~~increase~~differences ~~in income taxes.~~ exemption

Legrand Holding has not elected to set the previously accumulated cumulative translation adjustment to zero at January 1^st, 2004.

Coumpound financial instruments exemption

The Group has not issued any coumpound instruments; this exemption is not applicable.

~~Liquidity~~Back ~~and~~to ~~Capital Resources~~Contents

Historical cash flows

The table below summarizes our cash flows for the six months ended June 30, 2005 and 2004:

	As of June 30,	As of June 30,
	2005	2004
	(€ in millions)
Net cash provided from operating activities	116.9	199.2
Net cash provided from (used in) investing activities	(111.4)	24.6
Net cash (used in) provided from financing activities	10.0	(233.1)
Increase (reduction) in cash and cash equivalents	22.0	(9.0)
Capital expenditures	(49.3)	(43.1)

Net cash provided from operating activities

Net cash provided from operating activities decreased to €116.9million as of June 30, 2005 compared with €199.2 million as of June 30, 2004. The decrease in net cash provided from operating activities of €82.3 million in 2005 was mainly attributable to unfavorable changes in operating assets and liabilities partially offset by higher net income.

Net cash used in or provided from investing activities

Net cash used in investing activities for the six months ended June 30, 2005 amounted to €111.4 million, compared with net cash provided from investing activities €24.6 million for the six months ended June 30, 2004. The increase in net cash used in investing activities is partially due to a €89.0 million increase in investments in consolidated and non-consolidated entities related to the recent acquisitions and to lower proceeds from sales of marketable securities and fixed assets.

Capital expenditures amounted to €49.3 million for the six months ended June 30, 2005, an increase of 14.4% from €43.1 million for the six months ended June 30, 2004.

Net cash provided from or used in financing activities

Our net cash provided from financing activities in 2005 amounted to €10.0 million, compared with net cash used in financing activities of €233.1 million in 2004. The increase in net cash provided from financing activities in 2005 reflected mainly the fact that no borrowings have been repaid in 2005.

Debt

Our gross debt (defined as the sum of TSDIs, related party loans, long-term borrowings and short-term borrowings, including commercial paper programs and bank overdrafts) amounted to €3,351.0 million as of June 30, 2005 compared to €3,512.8 million as of June 30, 2004. Our cash and cash equivalents and marketable securities amounted to €92.2 million as of June 30, 2005 compared to €70.9 million as of June 30, 2004. Our long term and short term restricted cash amounted to €14.6 million as of June 30, 2005 compared to €110.2 million as of June 30, 2004. Our total net debt (defined as gross debt less cash and cash equivalents, marketable securities and restricted cash) amounted to €3,244.2 million as of June 30, 2005, compared to €3,331.7 million as of June 30, 2004.

The ratio of net debt to shareholders’ equity was 718% as of June 30, 2005 compared to 797% as of June 30, 2004.

Our borrowed funds consisted principally of the following as of June 30, 2005:

~~€48.7 million~~Exemption offrom ~~indebtedness~~restatement ~~under~~of ~~the~~comparatives ~~TSDIs.~~for ~~See~~IAS ~~“Subordinated~~32 ~~Perpetual~~and ~~Notes(TSDIs)”;~~IAS 39.

The Group has elected not to apply the exemption. It applies IAS 32 and IAS 39 for derivatives, financial assets and financial liabilities and to hedging relationships. The adjustments required for differences between French GAAP and IAS 32 and IAS 39 are determined and recognised at January 1, 2005.

~~€320.6 million~~Designation ~~under~~of ~~the~~financial ~~8.5%~~assets ~~Yankee~~and ~~bonds.~~financial ~~See~~liabilities ~~“$400 million 8.5% Yankee bonds due February 15, 2025”;~~ exemption

The group does not held any securities that are classified as available-for-sale. This exemption is not applicable.

~~€846.2~~Share ~~million~~based ~~related~~payment totransaction ~~the facility agreement;~~exemption

The group already recorded stock option plan expenses in accordance with IFRS 2 recognition and measurement rules and therefore the exemption is not applicable.

~~€566.6 million~~Other ofexemptions ~~High~~that ~~Yield~~are ~~Notes.~~not ~~See~~applicable ~~“High~~and ~~Yield~~for ~~Notes;”~~which no adjustments are required are the followings:

·1.

~~€1,305.1 million~~derecognition of ~~under~~financial aassets ~~related party loan including accrued interest;~~ and liabilities.

·2.

~~other~~hedge accounting ~~debt~~transaction ~~amounting~~: toManagement ~~€263.8 million~~did asnot ofclaim ~~June~~any ~~30,~~hedge ~~2005~~accounting from January 1st, ~~consisting of other borrowings and overdrafts and capital leases~~2004.

Under the credit facility, we have €700 million available under the revolving facility. As of June 30, 2005, €146.2 million is borrowed under the revolving facility and €553.8 million remains available for future borrowings.15

~~Senior~~Back ~~Credit~~to ~~Facility~~Contents

~~In December 2004 Legrand Holding refinanced the €~~2~~,222 million senior secured facilities incurred in connection with the acquisition of Legrand SA in 2002 by a new €1,400 million syndicated loan facility .~~ )

~~Credit~~Goodwill ~~Facility~~(note 1 (f))

InGoodwill ~~December~~is ~~2004~~considered ~~Legrand~~as ~~Holding~~an ~~refinanced~~integral ~~the~~part €of ~~2,222 million senior secured facilities incurred in connection with~~ the ~~Acquisition~~assets of ~~Legrand~~acquired ~~SA by a new € 1,400 million syndicated loan facility~~companies.

~~The~~Goodwill €can ~~1,400~~be ~~million~~analyzed ~~syndicated~~as ~~loan~~follows: facility is made of (i) a 5 year multicurrency term loan in an amount up to € 700 million and (ii) a 5 year multicurrency revolving credit facility in an amount up to €700 million which mature in 2009.

Repayments of the 5 year multicurrency term loan are to be made in semi-annual instalments (in amounts of € 77.8 million) commencing on December 17, 2005. The revolving credit facility may be drawn at any time over its availability period and any drawings shall be repaid on the last day of their interest period.

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Gross value	1,417.3	1,331.1	1,343.5

of which :
- France	513.7	475.7	475.7
- Italy	350.5	350.4	350.4
- Other European countries	111.2	111.7	111.7
- United States of America	284.0	239.1	223.5
- Other countries	157.9	154.2	182.2
	1,417.3	1,331.1	1,343.5

The ~~interest~~geographic onallocation ~~the 5 year term loan and the 5 year revolving credit facility will be the aggregate~~ of ~~(i)~~goodwill ais ~~margin~~based ~~determined quarterly~~ on the ~~basis~~acquired ofcompany's ~~the then current leverage ratio and (ii) the European Inter Bank Offered Rate (“EURIBOR”). The opening margin for the initial interest period ending 30th June 2005~~value, ~~will~~determined beas ~~60 basis points. Interest is payable on the last day~~ of ~~each Interest Period or every six months in~~ the ~~case~~date of ~~interest~~its ~~periods longer than six months~~acquisition.

~~Guarantee~~Changes in goodwill are analyzed as follows:

The Facility is guaranteed by certain of our subsidiaries including Legrand SA, Legrand SAS, Legrand Netherlands BV and Legrand Holding Inc.

	June 30, 2005	Dec 31, 2004
	Euros, in millions
Gross value :
At the beginning of the period	1,331.1	1,343.5
- new acquisitions	16.3	0.0
- translation effect and other	69.9	(12.4)
At the end of the period	1,417.3	1,331.1

The obligations of each subsidiary guarantor extend to the ultimate balance of all amounts payable under the facility agreement, regardless of any intermediate payment or discharge in whole or in part. However, to comply with local laws, the obligations of the guarantors are subject to limitations on the amounts guaranteed (which may be contained in the facility agreement or an accession document by which a subsidiary becomes a guarantor under the facility agreement3).

~~The~~Trademarks and ~~shares~~Developed ofTechnology ~~Legrand~~and SAother ~~that~~intangible ~~are 100% owned by Legrand SAS, are pledged under the Facility Agreement.~~assets

Trademarks can be analyzed as follows:

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
At the beginning of the period	1,536.6	1,596.9
- new acquisitions	11.7	0.0
- disposals	0.0	0.0
- translation effect and other	14.9	(60.3)
	1,563.2	1,536.6	1,596.9
Less cumulated amortization	(13.0)	(10.3)	(5.8)
	1,550.2	1,526.3	1,591.1

~~Undertakings~~Back to Contents

~~The~~Developed ~~facility~~technology ~~agreement~~can ~~contains~~be ~~certain~~analyzed ~~negative~~as undertakings that restrict us and each other obligor (and each obligor agrees to procure that its subsidiaries will comply with such undertakings) subject to certain customary and other agreed exceptions from, among other thingsfollows:

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
At the beginning of the period	574.4	578.3
- capital expenditures	0.0	0.0
- disposals	0.0	0.0
- new consolidated entities	0.0	0.0
- translation effect	6.3	(3.9)
	580.7	574.4	578.3
Less cumulated amortization	(286.6)	(236.7)	(128.4)
	294.1	337.7	449.9

~~amalgamating,~~For ~~merging~~the orfirst ~~consolidating~~semester ~~with~~2005, orwe ~~into~~recognized ~~any~~amortization ~~other~~expense ~~person~~of or€ 56.6 million ~~being~~related ~~the~~to ~~subject~~intangible assets, of which ~~any~~developed ~~reconstruction;~~technology and trademarks as follows:

	Developed technology	Trademarks	Total
	Euros, in millions
France	25.9	1.0	26.9
Italy	13.0	0.0	13.0
Rest of Europ	3.5	0.2	3.7
USA	4.7	0.8	5.5
Rest of the world	1.5	0.4	1.9
	48.6	2.4	51.0

~~making~~Amortization ~~any~~expense ~~substantial~~of developed ~~change~~technology toand ~~the~~trademarks ~~general~~for ~~nature~~each of ~~its~~the ~~business~~five orsucceeding ~~the~~years ~~business~~is ofexpected ~~the~~to ~~group~~be as follows:

	Developed technology	Trademarks	Total
	Euros, in millions
2nd semester 2005	48.6	2.4	51.0
Year 2006	81.3	4.5	85.8
Year 2007	58.1	4.2	62.3
Year 2008	46.4	4.0	50.4
Year 2009	29.0	3.7	32.7

~~selling,~~Amortization ~~transferring or otherwise disposing~~ of ~~any~~patents ofis ~~the~~included ~~business~~in orresearch ~~any~~and ~~shares~~development ~~of a material subsidiary;~~expenses.

·Other intangibles assets can be analysed as follows:

creating or permitting to subsist any security interest over any of its assets save for permitted exceptions;

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Research and Development	34.8	29.3	20.0
Software	11.8	11.5	13.5
Other	13.6	10.7	13.0
	60.2	51.5	46.5

entering into any joint venture, partnership or similar arrangement, other than investments in joint ventures not exceeding €150 million in aggregate outstanding at any one time;

incurring or permitting to be outstanding any financial indebtedness or allowing its subsidiaries to incur or permit to be outstanding any financial indebtedness save for permitted exceptions;

The facility agreement also requires each obligor to observe certain affirmative undertakings, related to (i) the maintenance of all consents, filings, authorizations and status and (ii) comply with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the finance documents.

Financial Covenants

The facility agreement contains financial covenants, comprising:

minimum net interest coverage.

maximum net debt leverage.

Conditions to further borrowings

With respect to both the term facility and revolving credit facility, drawings under such facilities are subject to the further conditions precedent that, on the date the drawdown is requested, and on the drawdown date, (i) no default has occurred and is continuing or will occur as a result of that drawing and (ii) certain representations and warranties specified in the facility agreement are repeated and are true with reference to the facts then existing, and will remain true immediately after the drawing is made.

Events of Default

The facility agreement sets out certain customary events of default, the occurrence of which would allow the lenders to accelerate all outstanding loans and terminate their commitments.

In 2004 and 2005, we entered into hedging arrangements for a notional amount of €1000 million pursuant to which the applicable variable interest rate payable on the Credit Facility was capped at 3.6%.

Subordinated Perpetual Notes (TSDIs)

In December 1990 and March 1992, Legrand SA, our Predecessor, issued TSDIs through private placements, in aggregate nominal value amounts of Fr3,000 million (€457 million) in 1990 and Fr2,000 million (€305 million) in 1992, respectively. The TSDIs were issued at par. They have no stated due date or maturity and Legrand has no obligation to redeem them unless it carries out a voluntary dissolution, is subject to liquidation, or a final judgment is entered ordering the sale of the entire business (cession totale de l’entreprise) of Legrand. Upon

~~any~~Back ~~redemption, payment of the principal amount of the TSDIs is subordinated~~ to ~~the payment in full of all other creditors, other than any outstanding participating loans (prêts participatifs) or participating securities (titres participatifs).~~ Contents

Legrand SA is required to pay interest semi-annually on the TSDIs at a rate indexed to EURIBOR or at a fixed rate for two series of TSDIs in an aggregate nominal value of Fr375 million (€57 million4) for the first fifteen years following each issuance. At the time of each issuance, Legrand SA entered into agreements with third parties under which the third parties agreed to purchase the TSDIs from the holders fifteen years after issuance. The third parties agreed to waive all rights of interest on the TSDIs once they purchase them from the holders. Accordingly, no further interest payments are due to the holders of the TSDIs after the 15th anniversary of the issuance.

~~In order to manage its exposure to fluctuations in interest rates~~Property, ~~Legrand~~plant ~~SA hedged its obligation to pay interest on the TSDIs using interest rate swaps. After accounting for these swap agreements, the effective annual interest rates on the TSDIs amounted to 9.6%, 10.7%~~ and ~~10.3%~~equipment of(note 1 ~~the average residual carrying value of the TSDIs in 2002, 2003 and 2004 respectively.~~(g))

~~$400 million 8.5% Yankee bonds due February 15, 2025~~a)

OnAnalysis ~~February 14, 1995, our predecessor issued $400 million principal amount~~ of net ~~8.5%~~tangible ~~debentures~~assets ~~due~~by ~~February 15,~~geographic ~~2025 (the “Yankee bonds”). Interest on the Yankee bonds is payable semi-annually in arrears on February 15 and August 15 of each year.~~area

~~Upon~~Net ~~issuance~~tangible offixed ~~the Yankee bonds~~assets, ~~our~~including ~~predecessor~~capitalized ~~entered into a 30-year swap agreement with a notional amount of $400 million (the “Yankee bond swap”). As a result~~leases, ~~our~~were ~~interest~~as ~~payments~~follows as ~~due related to the Yankee bonds are computed based on the London inter-bank offered rate (“LIBOR”), plus a margin~~ of ~~0.53%~~December ~~per annum (reset every 6 months~~31, in2004 ~~arrear).~~: The interest rate swap agreements require that Legrand SA post cash collateral in an account if the exposure of the counterparty under the swap agreements increases as calculated on a marked-to-market basis.

At the beginning of February 2003, we entered into cross currency interest rate swap with respect to the Yankee bonds pursuant to which the interest rate payable on $ 350 million principal amount was fixed at 4.6 % per year until 2008. The remaining $ 50 million still bear a floating coupon (LIBOR + 0.53 %).

	Dec 31, 2004
	France	Italy	Rest of Europe	USA / Canada	Rest of the world	Total
	Euros, in millions
Land	23.6	5.4	20.5	3.3	16.9	69.7
Buildings	144.7	68.8	60.0	24.7	19.1	317.3
Machinery and equipment	157.7	85.1	43.9	36.1	26.3	349.1
In progress and other	27.9	3.5	17.6	21.9	9.0	79.9
	353.9	162.8	142.0	86.0	71.3	816.0	*

~~In April 2003, we entered into a swap novation agreement where we sold the 2008-2025 maturity bracket~~ * of ~~the~~which ~~Yankee bond swap for cash consideration of~~ €~~56.8million. As a result, from February 2008 onwards, our Yankee Bonds will pay a fixed~~ 8.53 %million ~~coupon~~are ~~again.~~available Wefor ~~may enter into additional interest rate swap arrangements with respect to our floating rate debt~~sale.

~~Pursuant~~Net totangible ~~the~~fixed ~~interest rate swap arrangements entered into by us in connection with the TSDIs and the Yankee bonds~~assets, ~~Legrand~~including SAcapitalized ~~must post cash collateral if the swap counterparty's exposure to the credit risk of Legrand SA exceeds the then posted amounts~~leases, ~~calculated~~were onas afollows ~~marked~~as ~~to market basis every two weeks. However, the swap counterparty can require such posting only after its exposure exceeds a threshold tied to Legrand SA's credit rating. Following the Acquisition~~ of ~~Legrand~~June SA30, ~~Legrand~~2005: SA's credit rating resulted in the threshold being set at zero, and the counterparties' exposure resulted in Legrand SA being obliged to deposit €76 million in an account pledged for the benefit of the swap counterparty. Any further requirement to post cash collateral should arise solely from fluctuations in interest rates and not from further changes in Legrand SA's credit rating. In addition, Legrand SA has deposited €74 million in an account with the facility agent for the senior credit agreement which is available only for payments on the TSDIs and related hedging obligations or to provide cash collateral in relation to such hedging obligations. As a consequence of the execution of the ‘ Credit Facility Agreement’, this bank deposit has been released.

It is possible that Legrand SA may be required to provide additional collateral exceeding amounts already on deposit. As of June 30, 2005, we had €14.6 million on deposit related to these arrangements.

	Jun 30, 2005
	France	Italy	Rest of Europe	USA / Canada	Rest of the world	Total
	Euros, in millions
Land	24.2	5.4	20.8	3.7	18.7	72.8
Buildings	138.4	65.7	59.7	26.0	24.7	314.5
Machinery and equipment	143.2	81.5	43.2	36.6	34.1	338.6
In progress and other	31.8	5.2	16.6	24.6	11.3	89.5
	337.6	157.8	140.3	90.9	88.8	815.4	*

~~High~~* of ~~Yield~~which ~~Notes~~€8.4 million are available for sale.

~~In February 2003, we issued $350.0 million of 10.5% senior notes due 2013 and €277.5million of 11.0% senior notes due 2013. As of June 30, 2005, all of the notes remain outstanding.~~b)

Analysis of changes in tangible assets

Changes in property, plant and equipment can be analysed as follows for six month period ended June 30, 2005 :

	Jun 30, 2005
	France	Italy	Rest of Europe	USA / Canada	Rest of the world	Total
	Euros, in millions
Capital expenditures	14.8	10.3	7.2	6.6	6.0	44.9
Disposals at NBV	(1.1)	(0.4)	(0.8)	(2.2)	(0.3)	(4.8)
Amortization expense	(30.1)	(14.9)	(10.1)	(9.7)	(5.7)	(70.5)
Transfers and change in scope of consolidation	0.1	0.0	0.5	0.4	6.7	7.7
Translation effect	0.0	0.0	1.5	9.8	10.8	22.1
	(16.3)	(5.0)	(1.7)	4.9	17.5	(0.6)

~~Related~~Back ~~Party~~to ~~Loan~~ Contents

In February 2003, we issued a subordinated shareholder PIK loan in the principal amount of €1,156 million subscribed by a subsidiary of the group’s ultimate parent company. This loan bears interest at 5% per annum and is payable in full, together with accrued interest, in 2026.

	Jun 30, 2005
	Capital expen-ditures	In progress transfer	Disposals at NBV	Amortization expense	Transfers and change in scope of consolidation	Translation effect	Total
	Euros, in millions
Land	0.0	0.1	(0.1)	(0.3)	0.9	2.5	3.1
Buildings	1.6	1.7	(1.5)	(11.1)	0.0	6.5	(2.8)
Machinery and equipment	19.0	12.4	(1.9)	(51.2)	2.2	9.0	(10.5)
In progress and other	24.3	(14.2)	(1.3)	(7.9)	4.6	4.1	9.6
	44.9	0.0	(4.8)	(70.5)	7.7	22.1	(0.6)

~~Restrictions on our subsidiaries’ ability to transfer funds to us.~~c)

~~Legrand~~Property, ~~SAS~~plant and ~~its~~equipment ~~subsidiaries~~include ~~are restricted pursuant to~~ the ~~terms~~following ofassets ~~the~~held ~~credit~~under ~~facility~~capital ~~and~~leases: ~~an inter-creditor deed from making distributions, loans or other payments to us, except to pay interest on the subordinated inter-company loan and in certain other limited circumstances.~~

As a result of these restrictions, we may not be able to obtain funds from our subsidiaries by means other than the payments by Legrand SAS under a subordinated inter-company loan and in certain other limited circumstances.

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Land	3.8	3.9	3.9
Buildings	31.7	36.7	55.2
Machinery and equipment	38.6	35.4	7.6
	74.1	76.0	66.7
Less depreciation	(33.5)	(37.2)	(14.2)
	40.6	38.8	52.5

~~Management believes that cash flows from the company’s operations will be sufficient to meet the costs of the various debt obligations discussed above.~~d)

Capital ~~Expenditures~~lease obligations are presented in the balance sheets as follows:

As of June 30, 2005, capital expenditures as percentage of consolidated net sales was 3.1% (compared with 2.9% as of June 30, 2004).

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Long-term borrowings	15.1	18.5	22.0
Short-term borrowings	7.7	7.3	5.8
	22.8	25.8	27.8

~~Research and Development~~e)

~~Management~~Future ~~believes~~minimum ~~that~~lease ~~research~~payments ~~and~~related ~~development is essential~~ to ~~maintaining~~capital ~~and~~leases ~~strengthening~~are our market position through product improvements and innovation and more efficient manufacturing processes. Our research and development expenditure totaled €129.3 million in 2005 (equal to 8.2% of our consolidated net sales) and €125.7 million in 2004 (equal to 8.5% of our consolidated net sales). The increase in the research and development expenditure in 2005 compared to 2004 was as afollows: result of higher expenses incurred to develop new products partially offset by the application of purchase accounting in connection with the acquisition. In connection with the Acquisition, certain patents were revalued upwards and then amortized through an accelerated method. Year on year, the amortization of these purchase accounting adjustments is thus lower, reducing our research and development expenses. Excluding these purchase accounting entries, research and development expenditures totaled €87.8 million in 2005 (equal to 5.5% of our consolidated net sales) and €78.8 million in 2004 (equal to 5.3% of our consolidated net sales)

Certain production facilities have dedicated research and development teams; however, a significant portion of our research and development focus is centralized in Limoges, France and Varese, Italy. As of December 31, 2004, 1,482 employees in approximately 16 countries were involved in research and development, of which over 52% were based in France, 26% in Italy and the remainder in other countries.

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Payable within one year	7.7	7.3	7.3
Payable in one to two years	9.3	8.1	6.8
Payable in two to three years	3.8	7.1	6.1
Payable in three to four years	1.5	3.2	5.2
Payable in four to five years	0.9	0.9	2.2
Payable beyond five years	1.7	1.8	2.3
	24.9	28.4	29.9
Of which interest portion	(2.1)	(2.6)	(2.1)
Present value of future minimum lease payments	22.8	25.8	27.8

Trend Information

Please refer to “—Overview” for a discussion of the most significant recent trends in our production, sales, costs and selling prices. In addition, please refer to discussions included in this Item for a discussions of known trends, uncertainties, demands, commitments or event that we believe are reasonably likely to have a material effect on our net operating revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial condition.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results, results of operation, liquidity, capital expenditures or capital reserves that are material to investors.

~~Contractual~~Back ~~Obligations~~to Contents

~~The following table summarizes the contractual obligations, commercial commitments and principal payments we and our subsidiaries had as of June 30, 2005.~~ 5)

		Historical Payments Due by Period
		Less than 1			After
As of June 30, 2005	Total	year	1-3 years	4-5 years	5 years
Long-term borrowings	1,836.4	155.6	413.0	379.5	888.3
Related party loan	1,305.1	—	—	—	1,305.1
Short-term borrowings	138.0	138.0	—	—	—
Capital lease obligations	22.8	7.7	11.3	2,1	1.7
Subordinated securities and the related loans (TSDIs)	48.7	29.7	19.0	—	—
Total contractual obligations	3,351.0	331.0	443.3	381,6	2,195.1

Investments

WeInvestments ~~believe~~which ~~that~~do ~~our~~not ~~operating~~relate ~~cash flows, together with available capacity~~ to ~~borrow~~consolidated ~~under~~companies ~~the~~are ~~revolving credit facility, will be sufficient to fund our working capital needs, anticipated capital expenditures and debt service requirements~~ as ~~they~~follows: become due for at least the next several years, although we cannot assure you that this will be the case. We require a significant amount of cash to service our debt. Our ability to generate sufficient cash depends on many factors beyond our control. In particular, future drawings under the revolving credit facility will be available only if, among other things, we meet the financial maintenance covenants included in the facility agreement. Our ability to meet those covenants will depend on our results of operations and certain factors outside of our control such as interest rates fluctuations and exchange rates variations.

Variations in Exchange Rates

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Investments in other companies	60.3	5.9	10.1

AThe main ~~significant~~variation ~~number~~ of ~~our non-French subsidiaries operate in countries with currencies~~ other ~~than~~investments ~~the~~is ~~euro.~~related ~~Approximately~~to ~~37% of our net sales in 2004 were denominated in currencies other than~~ the ~~euro~~recent ~~(principally,~~Group’s ~~the US dollar and the British pound). As a result~~acquisitions, Van ~~our~~Geel ~~consolidated operating results have been~~ and ~~could be in the future affected significantly by fluctuations in the exchange rates between the euro and such other currencies~~Zucchini.

In order to prepare our consolidated financial statements, we must convert assets, liabilities, income and expenses that are accounted for in other currencies into euro. Therefore, fluctuations in foreign currency exchange rates affect such items in the consolidated financial statements, even if the value of the item remains unchanged in its original currency. To the extent that we incur expenses that are not denominated in the same currency as the related revenues, foreign exchange rate fluctuations could cause our expenses to increase as a percentage of net sales, affecting our profitability and cash flows.

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Investments in associates	8.9	12.5	11.7

We use end-of-period exchange rates for the translation of balance sheet data and period average exchange rates for the translation of income statement and cash flows data. In translating financial statements of subsidiaries operating in highly inflationary economies, non-monetary assets are recorded at historical rates of exchange, and gains or losses arising from the translation of the financial statements of such subsidiaries are included in the consolidated income statement under “Other revenues (expenses).”

The table below sets forth the average daily value of the US dollar against the euro during the calendar years 2000, 2001, 2002, 2003 and 2004 and the six month periods ended June 30, 2004 and 2005. This exchange rate information is provided only for your convenience and does not represent the exchange rates used by us in the preparation of our consolidated financial statements.

	At end of	Average(1)
Period	Period	Rate	High	Low
	(€/$)
Year ended December 31, 2000	1.06	1.09	1.18	1.03
Year ended December 31, 2001	1.12	1.12	1.18	1.07
Year ended December 31, 2002	0.95	1.06	1.16	0.95
Year Ended December 31, 2003	0.79	0.89	0.97	0.79
Six month ended June 30, 2004	0.82	0.82	0.84	0.81
Year Ended December 31, 2004	0.74	0.81	0.85	0.73
Six month ended June 30, 2005	0.83	0.78	0.83	0.74

Back to Contents

~~___________~~6)

~~(1)~~Restricted cash

~~The~~Under the ~~average~~terms ~~rate~~of ~~for~~ the ~~euro~~“Senior isCredit ~~calculated~~Agreement” as(note 15), a bank deposit amounting to € 150 million was required to be maintained in an account with the ~~average~~facility ofagent under the ~~month-end~~senior ~~figures~~credit agreement and should be released according to the amortization schedule set forth below. The deposit earns interest based on market conditions and is available only for payments on the ~~relevant~~TSDIs ~~year-long~~or ~~period~~related derivative obligations.

WeConcomitant ~~operate internationally and are therefore exposed~~ to ~~foreign~~the ~~exchange~~new ~~risk~~“facility arising from various foreign currencies. Foreign currency denominated assets and liabilities together with firm and probable sales commitments give rise to foreign exchange exposure. Natural hedges are achievedagreement”, ~~whenever management believes it appropriate, through~~ the ~~matching~~bank ofdeposit ~~funding~~has ~~costs~~been toreleased ~~operating revenues in each of the major currencies in which we operate~~accordingly.

WeThe ~~periodically~~remaining ~~enter~~part ~~into~~concerns ~~foreign~~cash ~~currency~~collateral ~~contracts~~related to ~~hedge~~other ~~commitments,~~existing ~~transactions~~derivative ~~or foreign income~~obligations. In recent years, hedging transactions entered into by us have principally involved certain intra-group sales between major foreign subsidiaries denominated in such subsidiaries’ respective local currencies. We do not currently hedge the net assets of our subsidiaries.

LEGRAND HOLDING SA US GAAP

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
2004			37.0
2005	14.6	27.0	43.0
2006	0.0	0.0	31.5
2007	0.0	0.0	16.0
	14.6	27.0	127.5

~~CONSOLIDATED FINANCIAL STATEMENTS~~7)

~~JUNE~~Inventories ~~30,~~(note 1 ~~2005~~(h))

~~Summary~~Inventories are as follows:

Consolidated statements of income	23
		June 30, 2005	Dec 31, 2004	Jan 1, 2004
Consolidated balance sheets	24
		Euros, in millions
Consolidated statements of cash flows	26
Purchased raw-materials and components		166.2	143.6	129.5
Accounting policies and details	27
Sub-assemblies, work in process		96.4	93.2	89.1
Finished goods		285.3	246.9	227.7
		547.9	483.7	446.3
Less cumulated allowances		(65.3)	(61.7)	(60.8)
		482.6	422.0	385.5

Trade accounts receivable

The Group realizes over 95 % of its sales from sales to electrical distributors, the two largest distributors representing approximately 26 % of consolidated net sales.

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Trade accounts receivable	578.2	433.4	428.0
Notes receivables	79.6	94.8	115.1
	657.8	528.2	543.1
Less cumulated allowances	(23.4)	(32.5)	(33.2)
	634.4	495.7	509.9

Marketable securities

Marketable securities are carried at the lower of cost or market.

The fair value of the marketable securities are equal to their net book value.

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10)

Capital stock

Capital stock consists of the following:

	June 30, 2005	Dec 31, 2004	Jan 1, 2004

Common shares	759,350,900	759,350,900	759,350,900
Issued and outstanding	0	0	0
Held by the Group	0	0	0
	759,350,900	759,350,900	759,350,900

Due to the debt commitments, Legrand Holding SA can not pay any dividend to its shareholders.

11)

Stock options and employee profit sharing

Legrand Holding SA stock-option plans

The Company has one stock option plan under which stock options may be granted to purchase a specified number of common shares of the Company at an exercise price of € 1.00/share for options granted during the years 2003 and 2004, and € 1.40/share for options granted during 2005, this for a term of 9 years. Pursuant to the terms of the plan, stock options may be granted, at the discretion of the board of directors, to substantially all employees. Employees may not vest in any options, except upon the occurrence of certain specified events, prior to the eight-year anniversary of the date of grant. In addition, the vesting of options is contingent upon the internal rate of return achieved with respect to Lumina Parent’s (the Company’s ultimate parent) investment in the Company. As of June 30, 2005, the Company had 882,653 options available for grant pursuant to existing authorizations under approved plans.

The Group applied IFRS 2 and in consequence recorded a charge of € 1.5 million as at June 30, 2005 and of € 2.5 million as at December 31, 2004.

A summary of the activity pursuant to the Company’s stock option plan is presented below:

Subscription plan
Balance at the end of 2002			0

Options granted			9,555,516
Options exercised			0
Options cancelled			(597,000)
Balance at the end of 2003			8,958,516

Options granted			2,298,200
Options exercised			0
Options cancelled			(602,200)
Balance at the end of 2004			10,654,516

Options granted			810,000
Options exercised			0
Options cancelled			0
Balance as of June 30, 2005			11,464,516

None of the outstanding options is exercisable as of June 30, 2005.

~~Consolidated~~Back ~~statements~~to ~~of income US GAAP~~Contents

	Legrand Holding SA
	Period from Jan 01, 2005 to June 30, 2005	Period from Jan 01, 2004 to Jun 30, 2004
	Euros, in millions
Net sales	1,582.6	1,486.2
Operating expenses
Cost of goods sold	(826.5)	(790.4)
Administrative and selling expenses	(418,1)	(381.1)
Research and development expenses	(129.3)	(125.7)
Other operating income (expense)	(6.0)	2.6
Operating income	202.7	191.6
Interest income (expense)	(87.7)	(116.9)
Other income (expense)	(24.0)	(9.1)
Income before taxes, minority interests
and equity in earnings of investees	91.0	65.6
Income taxes	(37.3)	(32.5)
Net income before minority interests
and equity in earnings of investees	53.7	33.1
Minority interests	(1.2)	(0.8)
Equity in earnings of investees	0.4	1.3
Net income attributable to Legrand Holding	52.9	33.6

Legrand SA stock-option plans

In May 1999, the shareholders authorized the company to issue, until May 2004, up to 700,000 options to purchase or subscribe to common shares or preferred, non-voting shares. This option plan was opened to all French employees. On December 13, 1999, the company established a new plan for the purchase of common shares, open to all French employees meeting certain limited employment qualifications. The exercise price is equal to the average opening market price of the shares on the Paris stock exchange for twenty trading days prior to December 13. The options may not be exercised for 5 years subsequent to the date of the grant and may be exercised for a period of 2 years subsequent to that date. Options granted do not vest for 5 years subsequent to the date of the grant and are forfeited if the employee is dismissed for wilful misconduct.

On November 21, 2000, the company established a new stock subscription plan open to all French employees meeting certain limited employment qualifications which options could be granted at a price equal to the average opening market price of the shares on the Paris stock exchange for twenty trading days prior to November 21, 2000. The options may not be exercised for 5 years subsequent to the date of the grant and may be exercised for a period of 2 years subsequent to that date.

On November 13, 2001, the company established a new stock subscription plan open to all French employees meeting certain limited employment qualifications which options could be granted at a price equal to the average opening market price of the shares on the Paris stock exchange for twenty trading days prior to November 13, 2001. The options may not be exercised for 4 years subsequent to the date of the grant and may be exercised for a period of 3 years subsequent to that date.

Holders of stock options granted by Legrand SA (other than holders of stock options granted in 2001) have the right to exchange the common and preferred non-voting shares resulting from the exercise of such stock options for Schneider shares’ pursuant to an undertaking provided by Schneider to the holders of such stock options during its public tender offer for Legrand SA.

On December 10, 2002, Legrand SAS and Schneider entered into a call and put option agreement whereby Schneider has agreed that it will sell to Legrand SAS, if Legrand SAS so wishes, and Legrand SAS has agreed to purchase, if Schneider so wishes, all common and preferred non-voting shares of Legrand SA held by Schneider as a result of the exercise of such stock options. The call options are exercisable by Legrand SAS for a period of six months from the date on which Schneider becomes the recorded owner of the relevant Legrand SA shares and the put option may be exercised by Schneider after six months and fifteen days from the date on which Schneider becomes the recorded owner of the relevant Legrand SA shares and in no event later than twelve months after such date.

~~Consolidated~~Back ~~balance~~to ~~sheets US GAAP~~Contents

	Legrand Holding SA
	June 30, 2005	Dec 31, 2004
	Euros, in millions
ASSETS
Current assets
Cash and cash equivalents	90.3	68.3
Marketable securities	1.9	13.1
Restricted cash	14.6	27.0
Trade accounts receivable	634.4	495.7
Deferred income taxes	35.6	30.3
Other current assets	121.9	132.2
Inventories	482.6	422.0
Total current assets	1,381.3	1,188.6
Property, plant and equipment, net	815.4	816.0
Investments	69.2	18.4
Goodwill	1,417.3	1,331.1
Trademarks, net	1,550.2	1,526.3
Developed Technology, net	294.1	337.7
Mirror swaps	19.0	24.8
Swap associated with TSDI 3	0.7	0.9
Swap associated with other borrowings	36.8	40.5
Deferred income taxes	40.2	32.6
Other non-current assets	41.5	38.9
Total non current assets	4,284.4	4,167.2
Total assets	5,665.7	5,355.8

Options subject to Schneider’s stock options undertaking have exercise periods that continue through and until November 2007.

The shareholders meeting of Legrand SA approved major distribution of reserves for € 375 million in 2003 and for € 675 million beginning 2004. In consequence the value and the number of options have been adjusted.

Nature of the plans	subscription				purchase
Dates of attribution of options	1998		2000	2001	1999
Nature of shares offered	common	preferred	common	common	common
Number of grantees	6		8,999	9,122	8,814
Exercisable from	10-1998		11-2005	11-2005	12-2004
Exercisable until	10-2004		11-2007	11-2008	12-2006
Option price (in Euros) before retained earnings ditribution	165.56	100.01	191.50	143.00	222.00
Option price (in Euros) after retained earnings ditribution	121.20	61.77	140.19	104.68	162.51
Number of options granted	7,500	2,500	124,240	178,766	85,708

Options cancelled	(2,000)		(18)		(4,508)
Balance at the end of 2002	5,500	2,500	124,222	178,766	81,200

New options issued from retained earnings ditribution as at Nov 15, 2003	513	489	16,218	21,353	11,998
Options exercised
Options cancelled			(372)	(372)	(376)
Balance at the end of 2003	6,013	2,989	140,068	199,747	92,822

New options issued from retained earnings ditribution as at Mar 30, 2004	1,507	1,057	38,002	52,996	28,963
Options exercised	(7,520)	(4,046)
Options cancelled			(9)		(7)
Balance at the end of 2004	0	0	178,061	252,743	121,778
Options exercised			(90)
Options cancelled
Balance at the end of June 30, 2005	0	0	177,971	252,743	121,778

Employee profit sharing

French law provides for employees to share in the profit of the French group companies to the extent that the profit after tax of such entities exceeds a certain level. Amounts accrued are generally payable to employees after a period of 5 years and bear interest at varying, negotiated rates (from 5 to 6%).

In addition to this obligation, French group companies and certain foreign subsidiaries pay their employees a portion of their income calculated on the basis of predetermined formulas negotiated by each entity.

Employee profit sharing expense amounted to € 13.6 million for half year 2005.

	Legrand Holding SA
	June 30, 2005	Dec 31, 2004
	Euros, in millions
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings	301.3	203.6
Accounts and notes payable	361.5	311.3
Deferred income taxes	3.7	3.8
Other current liabilities	399.1	380.5
Total current liabilities	1,065.6	899.2
Deferred income taxes	737.4	687.5
Other non-current liabilities	242.4	229.3
Borrowings	1,695.9	1,686.8
Swap fair value associated with TSDI	57.7	80.8
Swap fair value associated with other borrowings	50.2	78.3
Subordinated securities	48.7	68.9
Related party loan (PIK)	1,305.1	1,275.8
Minority interests	11.1	7.5
Shareholders' equity
Capital stock	759.4	759.4
Accumulated deficits	(219.4)	(273.0)
Translation reserve	(88.4)	(144.7)
	451.6	341.7
Total liabilities and shareholders' equity	5,665.7	5,355.8

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12)

Accumulated deficits and foreign translation reserve

Accumulated deficits

Accumulated deficits of Legrand Holding SA and its consolidated subsidiaries can be analyzed as follows:

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
		Euros, in millions
Legal reserve (not distributable)	0.0	0.0	0.0
Accumulated deficits	(197.6)	(254.0)	(275.9)
Share of earnings of consolidated companies	0.0	0.0	0.0
	(197.6)	(254.0)	(275.9)

Translation reserve

As specified in note 1 (c) the foreign currency translation reserve reflects the effects of currency fluctuations on financial statements of subsidiaries when they are translated into euros.

The foreign currency translation reserve records the impact of fluctuations in the following currencies:

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
		Euros, in millions
US dollar	(97.1)	(134.5)	(113.6)
Other currencies	9.5	(10.2)	12.9
	(87.6)	(144.7)	(100.7)

The line "other currencies" mainly refers to currencies of countries located in rest of Europe area in June 30, 2005 and to currencies of countries located in rest of the world aera in December 31, 2004 (note 27).

13)

Subordinated perpetual notes (TSDIs)

In December 1990 and March 1992, Legrand SA issued, at par, subordinated perpetual notes with nominal values of € 457 million and € 305 million, respectively.

The subordinated perpetual notes have no stated due date or maturity and Legrand SA has no obligation to redeem them unless Legrand SA enters into liquidation or voluntary dissolution, or if a final judgment is entered ordering the sale of the entire business of Legrand SA. In such case, redemption of the principal of the subordinated perpetual notes would be subordinated to the complete payment of all creditors, excluding any participating loans (prêts participatifs) or participating securities (titres participatifs) that might be outstanding.

At the time of issuance, agreements were entered into with third party companies who will repurchase the securities from the holders fifteen years after issuance. In accordance with these agreements, and in return for initial lump sum payments of € 100 million and € 77 million, these companies have agreed to relinquish any rights to interest on these securities after that time. Until the time of this repurchase, third party is obligated to make periodic interest payments on the nominal value, calculated at a rate indexed to the Paris inter-bank offered rate (EURIBOR). In accordance with French tax instructions, these payments are only tax deductible for the portion representing the net proceeds of the issue.

The payment of interest on the subordinated perpetual notes can be suspended if (i) Legrand SA's consolidated net equity falls below € 412 million, (ii) Legrand SA has not paid an ordinary dividend (excluding dividends paid on preferred, non-voting shares and first statutory dividend) and (iii) no interim dividend has been declared. Deferred payments would bear interest, would not be subordinated in case of liquidation and would be paid before the payment of any ordinary dividend.

In order to manage its exposure to interest rate changes, semi-annual payments have been hedged using interest rate swaps. The payments, taking into account the effect of the swap agreements, represented on an annual basis, 11.0 % and 10.3 % of the average residual carrying value for first semester 2005 and year 2004, respectively.

~~Consolidated~~Back ~~statements~~to ~~of cash flows US GAAP~~Contents

	Legrand Holding SA
	Period from Jan 01, 2005 to June 30, 2005	Period from Jan 01, 2004 to Jun 30, 2004
	Euros, in millions
Net income attributable to Legrand Holding	52.9	33.6
Reconciliation of net income to net cash provided from
(used in) operating activities :
- depreciation of tangible assets	70.5	72.6
- amortization of intangible assets	55.0	67.1
- financing charges amortization	1.5	0.0
- changes in long-term deferred taxes	(4.6)	(5.3)
- changes in other long-term assets and liabilities	11.3	(5.1)
- minority interests	1.2	0.8
- equity in earnings of investees	(0.4)	(1.3)
- other items having impacted the cash	26.3	36.3
(Gains) losses on fixed asset disposals	2.6	(6.3)
Changes in operating assets and liabilities, net of effect
of investments in consolidated entities :
- inventories	(34.4)	(25.6)
- accounts receivable	(111.8)	(73.5)
- accounts and notes payable	40.2	76.7
- other operating assets and liabilities	6.6	29.2
Net cash (used in) provided from operating activities	116.9	199.2
Net proceeds from sales of fixed assets	2.1	28.6
Capital expenditures	(49.3)	(43.1)
Proceeds from sales of marketable securities	24.6	43.9
Investments in marketable securities	(0.7)	(5.7)
Investments in consolidated entities	(31.1)	0.0
Investments in non-consolidated entities	(57.0)	0.9
Net cash (used in) provided from investing activities	(111.4)	24.6
Related to shareholders' equity :
- capital increase	0.0	0.0
- dividends paid by Legrand Holding's subsidiaries	(1.0)	(0.5)
Other financing activities :
- reduction of subordinated securities	(20.2)	(19.7)
- new borrowings	120.1	5.0
- repayments of borrowings	(100.0)	(207.1)
- increase (reduction) of bank overdrafts	11.1	(10.8)
Net cash (used in) provided from financing activities	10.0	(233.1)
Net effect of currency translation on cash	6.5	0.3
Increase (reduction) of cash and cash equivalents	22.0	(9.0)
Cash and cash equivalents at the beginning of the period	68.3	67.9
Cash and cash equivalents at the end of the period	90.3	58.9
Cash interests for the period	78.3	94.4
Income taxes paid for the period	30.5	16.7

The amortization of the residual carrying value, in the balance sheet is as follows:

			Jun 30, 2005
			Euros, in millions
Payable within one year			29.7
Payable in one to two years			19.0
			48.7

~~Accounting policies and details~~14)

1)Related Party Transactions

~~Basis of presentation and accounting policies~~·

~~The~~Related party ~~Group’s consolidated condensed financial statements are prepared in conformity with accounting principles generally accepted in the United States of America.~~loan

InThe related ~~the~~party ~~opinion~~loan ofrefers ~~management,~~to the ~~accompanying~~Subordinated ~~consolidated~~Shareholder ~~financial~~PIK ~~statements~~Loan ofwhich ~~the~~bears interest ~~Group~~at ~~contain~~5% ~~all~~per ~~adjustments~~annum ~~necessary~~and tois ~~present~~payable ~~fairly,~~ in ~~all material respects~~full, ~~the~~together ~~Group’s~~with ~~consolidated~~accrued ~~financial position as of June 30~~interest, in ~~2005, and the consolidated results of operations and cash flows for the six months period ended June 30, 2005~~2026. ~~All~~The ~~such~~Subordinated ~~adjustments~~Shareholder ~~are~~PIK ~~deemed~~Loan towas besubscribed ofby a ~~normal~~subsidiary of ~~recurring nature. These financial statements should be read in conjunction with~~ the ~~consolidated financial statements and related notes included in Legrand Holding SA~~Group’s ~~Annual~~ultimate ~~Report~~parent, onLumina ~~Form~~Parent ~~20-F for the year ended December 31, 2004~~Sarl.

2)·

~~Inventories~~Principal shareholder transactions

~~Inventories~~In connection with the acquisition of Legrand in 2002, certain senior executives and management of Legrand were granted warrants (by the Group’s parent company) to acquire common shares in the Group’s parent company. IFRS 1 requires companies to account for such plans as if they are ~~comprised~~their own. Accordingly, upon the occurrence of certain specified future events and the ~~following:~~achievement of certain specified performance conditions, the Group may be required to recognize expense.

	Legrand Holding SA
	June 30, 2005	Dec 31, 2004
	Euros, in millions
Purchased raw materials and parts	166.2	143.6
Sub-assemblies, work-in-process	96.4	93.2
Finished goods	285.2	246.9
	547.8	483.7
Less : allowances	(65.2)	(61.7)
	482.6	422.0

15)

Investments

	Legrand Holding SA
	June 30, 2005	Dec 31, 2004
	Euros, in millions
Investments	69.2	18.4

The main variation of the investments is related to the recent Group’s acquisitions, Van Geel and Zucchini.

Long-term borrowings

Long- term borrowings ~~are~~can ~~comprised~~be ofanalyzed ~~the~~as ~~following~~follows:

	Legrand Holding SA
	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	June 30, 2005	Dec 31, 2004
	Euros, in millions
	Euros, in millions
Senior Credit Agreement	0.0	0.0	1,323.8
Facility Agreement	690.6	847.5	0.0
High-yield notes	566.6	535.7
High-Yield notes	566.6	535.7	555.4
8 ½% debentures	320.6	285.2
8 1/2 % debentures	320.6	285.2	306.7
Other long-term borrowings	118.1	18.4	77.2
	1,695.9	1,686.8	2,263.1
Debt issuance costs	(11.4)	(12.4)	(65.4)
	1,684.5	1,674.4	2,197.7

Long-term borrowings are denominated in the following currencies:

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Euro	1,334.7	1,390.7	1,928.9
US Dollar	359.3	295.2	328.0
Other currencies	1.9	0.9	6.2
	1,695.9	1,686.8	2,263.1

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Maturity dates are as follows:

	Jun 30, 2005	Dec 31, 2004
	Euros, in millions
Payable in one to two years	164.5	162.7
Payable in two to three years	259.8	161.4
Payable in three to four years	157.0	158.1
Payable in four to five years	224.6	381.7
Payable beyond five years	890.0	822.9
	1,695.9	1,686.8

Interest rates on long-term borrowings are as follows:

			average interest
Jun 30, 2005			rate after SWAP
			transaction

Facility Agreement			2.75%
High-Yield notes			10.67%
8 1/2 % debentures			4.50%
Other borrowings			2.51%
Capital lease obligations			3.49%

These borrowings are collateralized as follows:

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Assets mortgaged or pledged as collateral	13.3	3.5	13.4
Guarantees given to banks	18.0	17.9	18.0
Guarantees given under the Senior credit agreement	0.0	0.0	1,615.0
Legrand SA shares pledge given under Facility Agreement	846.2	925.2	0.0
	877.5	946.6	1,646.4

Facility agreement

In December 2004 Legrand Holding refinanced the € 2,222 million senior secured facilities which were put in place in 2002 by a new € 1,400 million syndicated loan facility.

The € 1,400 million syndicated loan facility is made of a 5 year multicurrency term loan of € 700 million and a 5 year multicurrency revolving credit facility of €700 million both due in 2009.

Repayment of the 5 year multicurrency term loan is to be made in semi-annual instalments (in amounts of € 77.8 million) commencing on December 17, 2005 and ending December 2009. The revolving credit facility may be utilized by way of drawing of loans and shall be repaid on the last day of its interest period.

The interest of the 5 year term loan and the 5 year revolving credit facility will be the aggregate of (i) a margin determined quarterly and (ii) EURIBOR. The opening margin for the initial period interest ending 30th June 2005 will be 60 basis points. Interests are payable on the last day of each Interest Period or every six months in the case of interest periods longer than six months.

Issuance costs related to the € 2,222 million senior secured facilities have been capitalized and amortized over the duration of the senior secured facilities. As a consequence of the anticipated reimbursement of the senior secured facilities in December 2004, the net value of the issuance costs related to the senior secured facilities have been written off for their remaining amount of € 50.7 million on December 31, 2004 and accounted in our income statement under the “Loss on extinguishment of debt” item.

5)Back to Contents

As of December 31, 2004 and June 30, 2005, the following schedule summarizes the future principal payments required by the Group under the Facility agreement:

	Jun 30, 2005	Dec 31, 2004
	Euros, in millions
Payable within one year	155.6	77.7
Payable in one to two years	155.6	155.6
Payable in two to three years	155.6	155.6
Payable in three to four years	155.6	155.6
Payable in four to five years	223.8	380.7
	846.2	925.2

The Facility agreement can be analyzed as follows:

	Jun 30, 2005		Interest
	Euros, in millions	Maturity	rates

- Term Facility	700.0	2009	Euribor + 0.60
- Revolving Facility	146.2	2009	Euribor + 0.60

High Yield notes

On February 12, 2003, the Group issued (i) $ 350 million of senior notes due in 2013 and bearing interest at 10 ½ % per annum and (ii) € 277.5 million of senior notes due in 2013 and bearing interest at 11 % per annum (“the high yield bonds”). The gross proceeds of the issuance of the high yield bond amounted to € 601.1 million.

8½% Debentures (Yankee bonds)

On February 14, 1995, Legrand SA issued on the United States public market $400 million of 8¹/₂% debentures due February 15, 2025. Interest on the debentures is payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15, 1995.

The debentures are not subject to any sinking fund and are not redeemable prior to maturity, except upon the occurrence of certain changes in the law requiring the payment of amounts in addition to the principal and interest. Should Legrand SA, by law, not be permitted to pay any such additional amounts, redemption generally would be mandatory or, if such amounts could be paid, Legrand SA may, at its option, redeem all - but not part - of the debentures. Each holder of the debentures may also require Legrand SA to repurchase its debentures upon the occurrence of a hostile change of control.

In connection with the issuance of the debentures, Legrand SA also entered into interests rate swap agreements (see note 23 a).

Further borrowings capacity

As of June 30, 2005 a further € 690.1 million were available for borrowing as part of the facilities granted under the Facility agreement (€ 553.8 million under the Revolver facility and € 136.3 million under other baskets).

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16)

Other non-current liabilities

Long-term liabilities are as follows:

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Retirement indemnities in France *	24.1	22.1	19.7
End of contract indemnities in Italy *	49.1	47.4	46.8
Other retirement indemnities and benefits *	59.8	57.5	51.9
Employees profit sharing (long-term portion)	26.9	25.2	35.0
Other long-term liabilities	82.5	77.1	75.9
	242.4	229.3	229.3

* Those items represent long-term portion of pension and post-retirement benefits (€ 133 million). The short-term portion of € 9.1 million is classified in other short-term liabilities. Thus total amount of those liabilities is € 142.1 million and is detailed in note 16 (a), which shows a total liabilities of € 266.8 million less a total assets of € 124.7 million.

Total pension and post-retirement benefit of the group

The global obligation of the Group’s pension and post retirement plans, including short-term and long-term liabilities, and consisting primarily of the plans in France, Italy, the United States of America and the United Kingdom, is as follows:

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions

Projected benefits obligation (PBO)
Accumulated PBO beginning of period	245.7	233.0
Service cost	8.2	17.5
Interest cost	2.1	10.4
Benefits paid	(6.0)	(25.2)
Employee contribution	0.2	0.4
Plan admendment	0.0	0.3
Actuarial loss (gain)	2.3	6.9
Curtailments, settlements, special termination benefits	0.0	1.7
Foreign currency translation	14.3	(5.3)
Other	0.0	6.0
Accumulated PBO end of period (I)	266.8	245.7	233.0

Plan assets at fair value
Fair value of plan assets, beginning of period	109.9	110.8
Actual return on plan assets	4.6	7.8
Employer contribution	2.7	9.7
Plan participant contributions	0.2	0.4
Benefits paid	(4.2)	(15.4)
Foreign currency translation	11.5	(3.4)
Fair value of plan assets, end of period (II)	124.7	109.9	110.8

Pension liability recognised
in balance sheet (I) - (II)	142.1	135.8	122.2
Short-term liability	9.1	8.8	3.8
Long-term liability	133.0	127.0	118.4

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The impact on the consolidated income is as follows:

	Jun 30, 2005	Jun 30, 2004
	Euros, in millions
Service cost - rights newly acquired	(8.2)	(12.7)
Service cost - cancellation of previous rights	0.0	0.0
Payments of rights (net of cancellation of prior reserves)	0.0	0.0
Interest cost	(4.4)	(1.4)
Other	(0.2)	0.0
Net revenue of fund	4.6	3.6
	(8.2)	(10.5)

The pension plan weighted-average asset allocation is as follows as at June 30, 2005:

	France	United States and United Kingdom	Total
	%
Equity security	0.0	55.0	43.0
Debt security	0.0	30.0	23.0
Insurance company funds	100.0	15.0	34.0
	100.0	100.0	100.0

Provision for retirement indemnities in France

Based on labor agreements or internal conventions, the employees of the Group may be entitled to retirement indemnities, as well as complementary pensions in addition to those acquired in compliance with legal obligations in force in each country.

The provisions recorded in the consolidated balance sheet concern only rights which are not definitively acquired and the Group has no obligation with respect to rights definitively acquired by former employees, such rights having been duly paid at the time of their retirement, either directly or through insurance companies.

Provision recorded in the consolidated balance sheet amounts to € 36 million, that is the difference between an Accumulated Projected Benefit Obligation of € 60 million and the fair-value of the attached plan assets of € 24 million.

The computation of these obligations was based on turnover, mortality, and assumptions of increase of salaries and discount rates. In France, the calculation was based on an assumption of an increase of salaries of 3.0 % and a discount rate of 4.5 %.

Accordingly, the provision recorded in the consolidated balance sheet corresponds to the portion of the global obligation remaining payable by Legrand SA; this amount is equal to the difference between the global obligation recalculated at each closing, based on assumptions described above, and the net residual value of the fund at this same date.

Provision for end-of-contract indemnities in Italy

In accordance with employment legislation in force in Italy, provisions for end-of-contract indemnities have been established in the accounts of the Italian companies (€ 54.2 million as of June 30, 2005). The accrued benefits are defined by law and amounts to approximately one month of remuneration per year of service. Amounts attributed to an employee are revalued each year in accordance with a specific index published by the government. Such amounts are fully vested and are paid at the time an employee leaves. The companies have no further liability to the employee once such payment is made.

The computation of the obligations was based on turnover, mortality, and assumptions of increase in salaries and discount rates. In Italy, the calculation was based on a assumption of an increase in salaries of 2.5 %, a discount rate of 4.4 %.

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Provision for retirement indemnities and other postretirement benefits in the United States and the United Kingdom

In the United States and the United Kingdom, the Group provides pension benefits for employees and health care and life insurance for certain retired employees.

The pension benefits above amount to € 143.8 million as of June 30, 2005. This amount is compensated by pension fund assets estimated at € 97.2 million as of June 30, 2005 and provisions.

The computation of the future obligations was based on turnover, mortality, and assumptions of increase in salaries and discount rates. In the United Sates of America, the calculation was based on an assumption of an increase in salaries of 3.0 %, a discount rate of 6.0 % and an expected return on plan assets of 7.0 %. In the United Kingdom, the calculation was based on an assumption of an increase in salaries of 2.7 %, a discount rate of 5.0 % and an expected return on plan assets of 7.0 %.

17)

Short-term borrowings

Short-term borrowings are comprised of the following:

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Current portion of long-term debt	155.6	81.0	54.2
Current portion of capital leases	7.7	7.3	5.8
Bank overdrafts	85.1	80.9	39.4
Other short-term borrowings	52.9	34.4	3.8
	301.3	203.6	103.2

	Legrand Holding SA
	June 30, 2005	Dec 31, 2004
	Euros, in millions
Current portion of long-term debt	155.6	81.0
Current portion of capital leases	7.7	7.3
Bank overdrafts	85.1	80.9
Other short-term borrowings	52.9	34.4
	301.3	203.6

18)

6)Other current liabilities

Commitments and contingencies

	June 30, 2005	Dec 31, 2004	Jan 1, 2004
		Euros, in millions
Tax liabilities	107.7	97.9	63.8
Accrued salaries and payroll taxes	140.2	139.9	132.6
Short-term portion of employee profit sharing	6.0	3.0	6.0
Payables related to fixed asset acquisitions	8.3	16.0	11.2
Amounts due for services	26.8	18.9	16.2
Accrued interest	47.7	39.2	42.3
Customer advance payments	1.8	1.8	1.6
Others	60.6	63.8	81.5
	399.1	380.5	355.2

Provisions for restructuring charges included in the line others can be analyzed as follows:

			Jun 30, 2005
			Euros, in millions
At the beginning of the period			23.4
- new consolidated companies			0.0
- new accruals			4.8
- reversal of accruals			(6.7)
- translation effect			0.7
At the end of the period			22.2

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19)

Analysis of certain expenses

Operating expenses include, in particular, the following categories of costs:

	Six-month ended June 30, 2005	Six-month ended June 30, 2004
	Euros, in millions
Consumption of raw-materials and parts	(440.1)	(424.1)

Salaries and related payroll taxes	(440.4)	(424.6)
Employees profit sharing	(13.6)	(14.2)
Total cost of personnel	(454.0)	(438.8)

The headcount of the Group on a consolidated basis as of June 30, 2005 amounts to 25,479.

Other income (expense) include:

	Six-month ended June 30, 2005	Six-month ended June 30, 2004
	Euros, in millions
Currency exchange and translation gains (losses)	(24.0)	(9.1)

20)

Interest income (expense)

	Six-month ended June 30, 2005	Six-month ended June 30, 2004
	Euros, in millions
Interest income	12.9	13.5
Interest expense	(121.0)	(141.7)
Other financial income	20.4	11.3
	(87.7)	(116.9)

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21)

Income taxes (current and deferred)

Income before taxes, minority interests and equity in earnings of investees is as follows:

	Six-month ended June 30, 2005	Six-month ended June 30, 2004
	Euros, in millions
France	(41.7)	(41.7)
Outside France	138.2	112.0
	96.5	70.3

Income tax expense consists of the following:

			Six-month ended June 30, 2005
			Euros, in million
Current income taxes :
France			(1.2)
Outside France			(44.3)
			(45.5)
Deferred income taxes :
France			19.2
Outside France			(13.0)
			6.2
Total income taxes :
France			18.0
Outside France			(57.3)
			(39.3)

The reconciliation of total income tax expense during the period to the normal income tax rate applicable in France is analyzed below:

	Six-month ended June 30, 2005
	Euros, in millions	Tax rate
Normal French income tax rate	(33.7)	34.93%
Increases (reductions) :
- effect of foreign income tax rates	1.1	(1.13%)
- non taxable items	(5.4)	5.55%
- income taxable at specific rates	(3.5)	3.60%
- others	2.2	(2.27%)
	(39.3)	40.68%
Impact on deferred income taxes :
- effect of tax rate modifications on opening balance
- valuation allowances on deferred income tax assets

Effective income tax rate	(39.3)	40.68%

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Deferred income taxes recorded in the balance sheets result from temporary differences in the recognition of revenues and expenses or tax and financial statement purposes and are analyzed as follows:

	Jun 30, 2005	Dec 31, 2004
	Euros, in millions
Deferred income taxes recorded by French companies	(395.7)	(376.9)
Deferred income taxes recorded by foreign companies	(281.8)	(261.8)
	(677.5)	(638.7)
Origin of deferred income taxes :
- depreciation of fixed assets	(96.3)	(95.9)
- tax losses to be carried forward	21.4	21.3
- employee profit sharing	3.4	2.8
- retirement indemnities and benefits	23.4	22.2
- subordinated securities	(15.8)	33.5
- patents	(111.3)	(123.4)
- trademarks	(554.5)	(546.4)
- allowances for inventory and bad debt	17.5	12.8
- fair value of derivative instruments	4.7	13.3
- translation effect	10.6	16.7
- non deductible provision	5.8	8.4
- margin inventory	8.9	7.6
- others	4.7	(11.6)
	(677.5)	(638.7)

As of June 30, 2005, the Group had net operating loss carry forwards of € 538.3 million for which a deferred tax asset was recognized (associated deferred tax asset of € 182.2 million) and which expire in various amounts from 2008 through 2023.

An allowance for deferred tax asset whose realization is not more likely than not was recorded amounting € 160.8 million.

22)

Contingencies and commitments

The Group is involved in a number of legal proceedings and litigations arising in the normal course of business. In the opinion of management, all such matters have been adequately provided for or are without merit, and are of such kind that if disposed of unfavorably, would not have a material adverse effect on the Group's consolidated financial position or results of operations.

BTicino SpA litigation

In the second half of 2001, approximately 180 current and former employees of BTicino SpA, (BTicino), our primary Italian subsidiary, commenced two class actions and three individual suits against the Italian social security agency for early retirement payments citing alleged exposure to asbestos during the manufacture of products at our Torre del Greco facility. BTicino, as the employer, is a party to the suit, as is customary under Italian law. Pursuant to Italian law, if the employees prove long-term (at least 10 years) exposure to asbestos, they may be entitled to retire early and, as a result, could receive higher retirement payments over the course of their retirement, which the social security agency could seek to recover from the Group. Management believes the risk of loss to the Group is remote.

Legal proceeding

In October 2003 an action was brought against usone subsidiary of the Group and two other major suppliers of back-wires in the United States alleging that one of our products, quick connect receptacle, is not suitable for consumption and should be withdrawn from the United States markets and all production should be discontinued.

~~We have~~The Group has responded to these allegations and fixed a counterclaim, as weit ~~believe~~ believes that this claim is unsubstantiated. The quick connect receptacle has been sold in the United States over the past years and during such period no accidents have been reported in connection with the use of such receptacles. In addition we domanagement does not believe that the claimant has evidence of damages nor has the claimant alleged any damages or accidents from the receptacle use in this claim . This litigation is currently being considered by the Superior Court of the State of California and the United States District Court of South Carolina Charleston Division as to certain procedural matters. At this time and although the ~~Company~~ Group believes the claims are unsubstantiated, it is too early to assess the eventual outcome of this situation.

2834

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Future rental commitments

The Group uses certain facilities under lease agreements and lease certain equipment. Minimum future rental commitments under non-cancellable leases are detailed below:

	Legrand Holding SA
	Jun 30, 2005
	Jun 30, 2005	Dec 31, 2004
	Euros, in millions
	Euros, in millions
Payable within one year	22.6
Payable within one year	22.6	18.3
Payable in one to two years	16.4
Payable in one to two years	16.4	16.1
Payable in two to three years	12.7
Payable in two to three years	12.7	13.1
Payable in three to four years	8.5
Payable in three to four years	8.5	6.5
Payable in four to five years	7.4
Payable in four to five years	7.4	4.1
Subsequent years	13.5
Subsequent years	13.5	11.7
	81.1
	81.1	69.8

723)

~~Stock-options~~Financial instruments

The ~~Company~~Group ~~has~~does one stock option plan under which stock options may be granted to purchase a specified number of common shares of the Company at an exercise price of € 1.00/share for options granted during the years 2003 and 2004, and € 1.40/share for options granted during 2005, this for a term of 9 years. Pursuant to the terms of the plan, stock options may be granted, at the discretion of the board of directors, to substantially all employees. Employees may not ~~vest~~hold inor ~~any~~issue ~~options,~~financial ~~except~~instruments upon the occurrence of certain specified events, prior to the eight-year anniversary of the date of grant. In addition, the vesting of options is contingent upon the internal rate of return achieved with respect to Lumina Parent’s (the Company’s ultimate parent) investment in the Company. As of June 30, 2005, the Company had 882,653 options available for ~~grant~~trading ~~pursuant to existing authorizations under approved plans~~purposes.

~~The Group applied FAS 123R since January 1st, 2005 and in consequence recorded~~ a ~~charge of € 1.5 million as at June 30, 2005. Application of FAS 123R would have had no material impact on 2004 financial statements.~~)

~~A summary~~Interest ofrate ~~the~~swaps ~~activity pursuant to the Company’s stock option plan is presented below :~~

Nature of the plan : subscription
Balance at the end of 2002			0
Options granted			9,555,516
Options exercised			0
Options cancelled			(597,000)
Balance at the end of 2003			8,958,516
Options granted			2,298,200
Options exercised			0
Options cancelled			(602,200)
Balance at the end of 2004			10,654,516
Options granted			810,000
Options exercised			0
Options cancelled			0
Balance as of June 30, 2005			11,464,516

In order to manage and cover interest rate risks, the Group entered into interest rates swap agreements with selected major financial institutions. The fair value of each of the swap agreements is determined at each closing, based on rates implied in the yield curve at the reporting date; those may change significantly, thus having an impact on future cash flows.

~~None~~Interest ofrate ~~the~~swaps ~~outstanding~~relating ~~options~~to isthe ~~exercisable~~subordinated assecurities of(note ~~June 30, 2005.~~ 13)

29The notional amount of these swaps increases over time to a maximum of € 760 million and matures at the same date, as periodic payments are due so as to provide an effective hedge of the payments. The net cost of the subordinated securities, including the fair value of the related swaps in effect and committed, is lower than the conditions normally offered by the financial markets.

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Interest rate swaps hedging subordinated securities
notional amount	753.7	730.0	671.7
Swaps associated with TSDI 1&2 (liabilities)	57.7	80.8	121.8
Mirror swaps and swaps associated with TSDI 3 (assets)	19.7	25.7	36.5

Interest rate swap relating to the 8¹/₂% debentures (Yankee bonds) (note 15)

The purpose of this swap is to convert the fixed remuneration paid to the holders of the debentures into a variable remuneration indexed on LIBOR until the maturity of the issue. The fair value of this swap is exactly symmetrical to the fair value of the debentures.

As a result of this swap agreement, the effective interest rate of the debentures after the swap agreement was executed is LIBOR plus a margin of 0.53 % (4.24 % as of December 31, 2004).

At the beginning of February 2003, we entered into cross currency interest rate swap with respect to the Yankee bond pursuant to which the interest rate payable on $ 350 million principal amount was fixed at 4.6 % per year. The remainder $ 50 million still bear a floating coupon (LIBOR + 0.53 %).

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On April 2003, we entered into a swap novation agreement where we sold the 2008-2025 maturity bracket of the “Yankee bond swap” (original maturity 30 years). As a result, from February 2008 onwards, our Yankee Bond will pay a fixed 8.5 % coupon again. We may enter into additional interest rate swap arrangements with respect to our floating rate debt.

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004

Interest rate swap hedging the 8 1/2 % debentures
notional amount (USD, in millions)	400.0	400.0	400.0
Swaps associated with other borrowings (assets) (Euros, in millions)	36.8	40.5	60.1
Swaps associated with other borrowings (liabilities) (Euros, in millions)	50.2	78.3	52.6

Interest rate risk

As part of an interest rate risk management policy aimed principally at hedging the risk of an increase in interest rates, the Group has structured its resources by dividing its debt into a combination of fixed and variable interest rate amounts.

At June 30, 2005 the breakdown of financial gross debt (excluding the subordinated perpetual securities) was as follows:

			Jun 30, 2005
			Euros, in millions
Fixed rates			855.7
Variable rates (1)			1,130.1

(1) The variable rate debt is covered by interest rate hedge contracts with maturities of no more than three financial years

The hedging interest rate risk portfolio consists purely of CAPs.

Maturity	Nominal	Reference rate	Average guaranteed rate including premium
	Euros, in millions
2005	1,000.0	Euribor	3.57%
2006	600.0	Euribor	3.24%
2007	600.0	Euribor	3.24%

All those CAPs have been booked at their fair value in the balance sheet, and changes in fair value through profit and loss, as they do not meet the hedging criteria under IAS39. The impact of the changes in value of fair value of financial instruments on the result of Group is € 0.5 million.

Foreign exchange contracts

The Group entered into forward exchange contracts for an amount of $ 130 million to hedge certain foreign currency positions.

Forward price contracts on raw material

The Group may also enter into forward raw material contracts covering all or part of its future purchases and for periods of time not in excess of twelve months. As of June 30, 2005 there were no contracts in effect.

Other financial instruments

The excess of fair value over carrying value of the marketable securities is disclosed to the financial statements. For all other financial instruments the fair value approximates the carrying value.

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Concentration of credit risk

The Group's interest rate swap agreements and exchange contracts are held with major financial institutions which are expected to comply with the terms of the agreements thereby mitigating the credit risk from the transactions.

As indicated in note 8, a substantial portion of our sales is with two major distributors. Other sales are also essentially with electrical distributors but are diversified due to the large number of customers and their geographical dispersion. The Group mitigates its credit risk by establishing and performing periodic evaluations of individual credit limits for each customer, and constantly monitoring collection of its outstanding receivables.

Other financial instruments, which may potentially expose the Group to concentration of credit risk, are principally cash and cash equivalents and short-term investments. These instruments are maintained with high credit quality financial institutions and the Group closely monitors the amount of credit exposure with any one financial institution.

24)

Information relating to the officers of the Group

	Jun 30, 2005	Dec 31, 2004	Jan 1, 2004
	Euros, in millions
Advances and loans	0.0	0.0	0.0
Remuneration paid to the officers (*)	0.7	1.2	1.7

(*) Remuneration paid to the executive officers and the members of the board of directors who hold operating responsibilities within Legrand.

25)

Information relating to the consolidated company

The Group is consolidated by Lumina Parent, société à responsabilité limitée headquartered at 5 boulevard de la Foire, L1528 Luxembourg.

26)

Information by geographic segments

The activity of the Group is exclusively devoted to the manufacturing and marketing of products and systems for electrical installations and information networks. The following figures comply with the level of analysis used to manage the Group.

Six-month ended June 30, 2005	Geographic segments					Items
Six-month ended June 30, 2005	Europe			United States	Other	globally	Total
	France	Italy	Others	of America	countries	analyzed
Euros, in millions

Total sales	1,147.7	428.1	369.7	295.9	200.9		2,442.3
Less intra-group transfers	(638.4)	(94.9)	(78.4)	(6.8)	(41.2)		(859.7)
Net consolidated sales	509.3	333.2	291.3	289.1	159.7		1,582.6
Operating income	67.6	81.1	19.1	19.6	20.8		208.2
- of which depreciation of fixed assets	(30.1)	(14.9)	(10.1)	(9.7)	(5.7)		(70.5)
- of which amortization of intangibles	(29.3)	(15.1)	(4.0)	(6.0)	(2.2)		(56.6)
Other revenues (expenses)						(24.0)	(24.0)
Interest income (expense)						(87.7)	(87.7)
Income taxes						(39.3)	(39.3)
Minority interest and equity investees						(0.8)	(0.8)
Capital expenditures	20.7	14.7	7.5	7.2	6.3		56.4
Total identifiable assets	3,862.1	1,359.7	307.0	(153.1)	313.4		5,689.1

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Twelve-month ended Dec. 31, 2004	Geographic segments					Items
Twelve-month ended Dec. 31, 2004	Europe			United States	Other	globally	Total
	France	Italy	Others	of America	countries	analyzed
Euros, in millions

Total sales	1,790.8	764.9	702.6	558.9	349.3		4,166.5
Less intra-group transfers	(855.4)	(168.4)	(138.5)	(19.6)	(58.3)		(1,240.2)
Net consolidated sales	935.4	596.5	564.1	539.3	291.0		2,926.3
Operating income	91.9	126.8	32.0	35.2	54.6		340.5
- of which depreciation of fixed assets	(62.3)	(25.9)	(21.2)	(21.7)	(10.4)		(141.5)
- of which amortization of intangibles	(74.2)	(34.1)	(9.1)	(13.8)	(4.7)		(135.9)
Other revenues (expenses)						5.8	5.8
Interest income (expense)						(231.4)	(231.4)
Income taxes						(43.7)	(43.7)
Minority interest and equity investees						1.4	1.4
Capital expenditures	40.6	27.1	15.6	13.0	10.7		107.00
Total identifiable assets	3,964.7	1,327.3	83.2	(244.3)	241.8		5,372.7

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27)

Reconciliation of IFRS to FRENCH GAAP

The tables below show the FRENCH GAAP net income, balance sheets, cash-flow statements and shareholders equity.

The following reconciliations provide a quantification of the effect of the transition to IFRS. The first reconciliation provides an overview of the impact on equity established under French GAAP of the transition at 1 January 2004, 30 June 2004 and 31 December 2004.

The following reconciliations provide details of the impact of the transition on:

–

Equity at :

30 June 2005

31 December 2004

1st January 2004

–

Net income at :

30 June 2005

30 June 2004

31 December 2004

–

Cash flows at :

30 June 2005

31 December 2004

Consolidated statements of income French GAAP

	Legrand Holding SA
		Six-month ended June 30, 2005	Six-month ended June 30, 2004
		Euros, in millions

Net sales		1,582.6	1,486.2

Operating expenses
Cost of goods sold		(826.5)	(790.4)
Administrative and selling expenses		(418.1)	(381.1)
Research and development expenses		(129.3)	(125.7)
Other operating income (expenses)		8.6	7.9
Amortization of goodwill		(25.6)	(21.5)

Operating income		191.7	175.4

Interest income (expense)		(107.0)	(123.2)
Profit (loses) from disposal of fixed assets		(2.6)	6.3
Other income (expense)		(26.4)	(13.0)

Income before taxes, minority interests
and equity in earnings of investees		55.7	45.5

Income taxes		(31.5)	(28.6)

Net income before minority interests
and equity in earnings of investees		24.2	16.9

Minority interests		(1.2)	(0.8)
Equity in earnings of investees		0.4	1.3

Net income		23.4	17.4

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Consolidated balance sheets FRENCH GAAP

	Legrand Holding SA
		June 30, 2005	Dec 31, 2004	Jan 1, 2004
			Euros, in millions

ASSETS

Current assets
Cash and cash equivalents		90.3	68.3	67.9
Marketable securities		1.9	13.1	32.6
Restricted cash		14.6	27.0	37.0
Trade accounts receivable		634.4	495.7	509.9
Deferred income taxes		35.6	30.3	34.7
Other current assets		113.9	124.2	112.1
Inventories		482.6	422.0	385.5
Total current assets		1,373.3	1,180.6	1,179.7

Non current assets
Property, plant and equipment, net		815.4	816.0	914.9
Investments		69.2	18.4	21.8
Goodwill		839.7	788.8	810.4
Trademarks, net		1,550.2	1,526.3	1,591.1
Developed Technology, net		294.1	337.7	449.9
Restricted cash		0.0	0.0	90.5
Deferred income taxes		63.2	47.4	32.3
Other non-current assets		41.5	38.9	93.9
Total non current assets		3,673.3	3,573.5	4,004.8




Total assets		5,046.6	4,754.1	5,184.5

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	Legrand Holding SA
		June 30, 2005	Dec 31, 2004	Jan 1, 2004
			Euros, in millions

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Short-term borrowings		359.6	253.8	130.8
Accounts and notes payable		361.5	311.3	252.7
Deferred income taxes		3.7	3.8	3.0
Other current liabilities		343.4	333.3	328.4
Total current liabilities		1,068.2	902.2	714.9

Deferred income taxes		222.7	179.1	168.3
Other non-current liabilities		238.0	225.4	227.3
Borrowings		1,729.4	1,751.2	2,308.8
Subordinated securities		48.7	68.9	108.9
Payment-In-Kind loans (PIK)		1,302.1	1,272.8	1,213.6

Minority interests		23.1	19.5	18.2

Shareholders' equity
Capital stock		759.4	759.4	759.4
Accumulated deficits		(260.2)	(283.6)	(255.8)
Translation reserve		(84.8)	(140.8)	(79.1)
		414.4	335.0	424.5


Total liabilities and shareholders' equity		5,046.6	4,754.1	5,184.5

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Consolidated statements of cash flows FRENCH GAAP

	Legrand Holding SA
		Six-month ended June 30, 2005	Six-month ended June 30, 2004
		Euros, in millions

Net income attributable to Legrand Holding		23.4	17.4
Reconciliation of net income to net cash provided from
(used in) operating activities :
- depreciation of tangible assets		70.5	72.6
- amortization of intangible assets		80.6	88.6
- financing charges amortization		1.5	0.0
- changes in long-term deferred taxes		(10.4)	(9.2)
- changes in other long-term assets and liabilities		11.3	(5.1)
- minority interests		1.2	0.8
- equity in earnings of investees		(0.4)	(1.3)
- other items having impacted the cash		36.0	34.9
(Gains) losses on fixed asset disposals		2.6	(6.3)
Changes in operating assets and liabilities, net of effect
of investments in consolidated entities :
- inventories		(34.4)	(25.6)
- accounts receivable		(111.8)	(73.5)
- accounts and notes payable		40.2	76.7
- other operating assets and liabilities		6.6	29.2
Net cash provided from operating activities		116.9	199.2


Net proceeds from sales of fixed assets		2.1	28.6
Capital expenditures		(49.3)	(43.1)
Proceeds from sales of marketable securities		24.6	43.9
Investments in marketable securities		(0.7)	(5.7)
Investments in consolidated entities		(31.1)	0.0
Investments in non-consolidated entities		(57.0)	0.9
Net cash (used in) provided from investing activities		(111.4)	24.6


Related to shareholders' equity :
- capital increase		0.0	0.0
- dividends paid by Legrand Holding's subsidiaries		(1.0)	(0.5)
Other financing activities :
- reduction of subordinated securities		(20.2)	(19.7)
- new borrowings		120.1	5.0
- repayment of borrowings		(100.0)	(207.1)
- increase (reduction) of bank overdrafts		11.1	(10.8)
Net cash (used in) provided from financing activities		10.0	(233.1)

Net effect of currency translation on cash		6.5	0.3
Increase (reduction) of cash and cash equivalents		22.0	(9.0)
Cash and cash equivalents at the beginning of the period		68.3	67.9
Cash and cash equivalents at the end of the period		90.3	58.9

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Consolidated statements of shareholder’s equity FRENCH GAAP

		Legrand Holding SA
	Capital	Retained	Translation	Total
	stock, at	earnings	reserve	shareholders'
	par value			equity

Euros, in millions

As of January 1, 2004	759.4	(255.8)	(79.1)	424.5
Net income for the period		(27.8)		(27.8)
Capital increase				0.0
Changes in translation reserve			(61.7)	(61.7)
As of December 31, 2004	759.4	(283.6)	(140.8)	335.0
Net income for the period		23.4		23.4
Capital increase				0.0
Changes in translation reserve			56.0	56.0
As of June 30, 2005	759.4	(260.2)	(84.8)	414.4

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The tables below show the FRENCH GAAP reconciliations of net equity , net income and cash flows.

SUMMARY RECONCILIATION OF NET EQUITY

	Jun 30, 2005.	Dec 31, 2004	Jan 1, 2004
		Euros, in millions

Net equity compliant with French GAAP	414.4	335.0	424.5

IAS 39 - derivatives	(54.9)	(63.2)	(67.8)
IAS12 - income taxes	(23.3)	(18.9)	(9.9)
IAS 22 - goodwill	118.3	92.7	44.7
IAS 38 - R&D	22.6	19.0	12.9
Minority interests	11.1	7.5	6.2
Translation reserve	(2.9)	(3.9)	(21.6)

Net equity compliant with IFRS	485.3	368.2	389.0

RECONCILIATION OF NET INCOME

	Six-month ended June 30, 2005	Six-month ended June 30, 2004	Twelve-month ended Dec. 31, 2004
	Euros, in millions

Net income compliant with French GAAP	23.4	17.4	(27.8)

IAS 39 (note 23) - derivatives	8.3	(0.8)	4.6
IAS12 - income taxes	(4.4)	(4.5)	(9.0)
IAS 22 - goodwill	25.6	21.5	48.0
IAS 38 - R&D	3.5	3.1	6.1

Net income compliant with IFRS	56.4	36.7	21.9

RECONCILIATION OF CASH FLOWS

Jun 30, 2005.	French GAAP	IAS 39 (note 24)	IAS 12	IAS 22	IAS 38 - R&D	IFRS
	Euros, in millions

Net income	23.4	8.3	(4.4)	25.6	3.5	56.4
Net cash provided from operating activities	116.9	0	0	0	7.1	124.0
Net cash provided from investing activities	(111.4)	0	0	0	(7.1)	(118.5)
Net cash provided from financing activities	10.0	0	0	0	0	10.0
Cash and cash equivalents at the end of the period	90.3	0	0	0	0	90.3

Dec 31, 2004.	French GAAP	IAS 39 (note 24)	IAS 12	IAS 22	IAS 38 - R&D	IFRS
	Euros, in millions

Net income	(27.8)	4.6	(9.0)	48.0	6.1	21.9
Net cash provided from operating activities	412.3	0	0	0	11.3	423.6
Net cash provided from investing activities	69.5	0	0	0	(11.3)	58.2
Net cash provided from financing activities	(481.6)	0	0	0	0	(481.6)
Cash and cash equivalents at the end of the period	68.3	0	0	0	0	68.3

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Presentation of the statement of income

Other expenses such as restructuring costs which are classified as non-operating expenses under French GAAP, are required to be included in the operating income under IFRS.

Translation reserve

Charges recognised directly in equity include all changes in equity that result from recognized transactions or other economic events. Amounts received from shareholders (capital increase) or paid to shareholders (reduction of capital, dividend) and changes in treasury stocks are excluded from the determination of charges recognised directly in equity.

For the periods presented in the consolidated financial statements, only the translation reserve (note 1 (c)) has been added to net income to compute.

Application of IAS 39 : Derivative financial instruments

As indicated in note 13, Legrand SA entered into three subordinated perpetual notes (TSDIs) contracts in 1990 and 1992. In addition, these subordinated perpetual notes (TSDIs) are hedged by three interest rate swaps. Under French GAAP, these instruments are accounted for as hedges of debt and, accordingly, are not recorded in the balance sheet. Payments receivable or payable under the swaps are accrued over the period to which the payment relates, resulting in accounting for the swap and the underlying debt as a single, synthetic instrument. Under IFRS, these instruments are recorded at fair value with the changes in fair value recorded to profit and loss.

In addition, certain other derivative financial instruments, including swaps associated with the Yankee bonds, were initially recorded at fair value in purchase accounting under IFRS. Subsequent changes in fair value are recognized in profit and loss. Under French Gaap, these instruments are treated as off balance sheet in purchase accounting and subsequently. Payments receivable or payable under the swaps are accrued over the period to which the payment relates, resulting in accounting for the swap and the underlying debt as a single, synthetic instrument.

Application of IAS 12

In 2001, the Italian subsidiaries revalued their assets, in compliance with the Italian law No. 342 and the decree No. 162 (April 13, 2001), retroactively applicable from January 1, 2000. According to IAS 12, the tax to be paid in case of distribution of the revalued amount has to be provided for.

Consolidation of special purposes entities

The existing special purpose entities are related to the subordinated securities issued by Legrand SA. Under IFRS, the SPVs are required to be consolidated. The application of IFRS to the subordinated perpetual notes (the TSDIs) and related loans has the following impacts:

—

Recognition of the debts due by the special purpose entities (€ 48.7 million as of June 30, 2005), already recognized under French Gaap.

—

Recognition of certain derivative financial instruments at fair value in the Group's balance sheet with changes in fair value being recognized in the statement of income.

Considering the effects outlined above and other effects relating to the subordinated perpetual notes (the TSDIs), the principal impact of this difference on the income statement is to adjust interest income and increase the net result by € 12.8 million for the period ended June 30, 2005.

Application of IAS 22

IAS 22 establishes new accounting and reporting standards for goodwill and other non amortized intangible assets and in particular, supersedes their amortization by an impairment test. These statements have been applied retroactively by the Group from July 1, 2001 for the new acquisitions and from January 1, 2002 for the former ones.

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The impairment tests have to be applied at the cash generating unit on an annual basis and were performed as of December 31, 2004.

In addition, under French GAAP, deferred taxes are not recognized on intangible assets with an indefinite useful life (trademarks). Under IFRS, deferred taxes are required to be recognized on intangibles with an indefinite useful life (trademarks). Accordingly, the Group has recognized an additional deferred tax liability under IFRS amounting to € 537.9 million.

All of the Group’s intangible assets, including goodwill, were recognized in connection with the acquisition of Legrand SA on December 10, 2002. Intangible assets, as determined under IFRS, consist of the following:

	Estimate useful lives	Jun 30, 2005	Dec 1, 2004
	(years)	Euros, in millions
Intangible assets not subject to amortization
Goodwill	NA	1,417.3	1,331.1
Indefinite-lived trademarks	NA	1,499.8	1,477.4
		2,917.1	2,808.5
Intangible assets subject to amortization

Developed technology	10	580.7	574.4
Other trademarks	10-20	63.4	59.2
Other		38.4	31.3
		682.5	664.9
Less : accumulated amortization		(303.2)	(249.0)
		379.3	415.9
		3,296.4	3,224.4

As of June 30, 2005, € 513.7 million, € 350.5 million, € 111.2 million, € 284 million and € 157.9 million of our goodwill has been allocated to the France, Italy, Rest of Europe, North America and the Rest of the World segments, respectively.

Application of IAS 12 : deferred income tax assets

Under IFRS, deferred tax assets whose realization is not more likely than not are recognized and are reduced to the amount whose realization is more likely than not through the application of a valuation allowance. Under IFRS, all deferred tax assets would be recognized and then reduced, if necessary, by a valuation allowance equal to the amount of any tax benefit that, based on available evidence, are not more likely than not to be realized. Deferred tax assets amounting to € 222.3 million whose realization is not more likely than not were not recognized as of June 30, 2005 under French GAAP. Under IFRS, such deferred tax assets would have been recognized and reduced by a valuation allowance for the same amount. This difference does not impact the measurement of deferred taxes but does have an impact on the disclosure of deferred tax assets.

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28)

Reconciliation of IFRS to US Gaap

The tables below show the US Gaap reconciliations of net income and net equity

RECONCILIATION OF NET INCOME

	Six-month ended June 30, 2005	Twelve-month ended Dec. 31, 2004
	Euros, in millions

Net income compliant with US GAAP	52.9	15.8

IAS 38 - R&D	3.5	6.1

Net income compliant with IFRS	56.4	21.9

RECONCILIATION OF NET EQUITY

	Jun 30, 2005.	Dec 31, 2004	Jan 1, 2004
		Euros, in millions

Net equity compliant with US GAAP	451.6	341.7	369.9

IAS 38 - R&D	22.6	19.0	12.9
Minority interests	11.1	7.5	6.2

Net equity compliant with IFRS	485.3	368.2	389.0

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Legrand Holding S.A. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LEGRAND HOLDING S.A
Date: July 29, 2005	By:	//s/ PATRICE SOUDAN
Date: August 31, 2005	By:	//s/ PATRICE SOUDAN
		Name: Patrice Soudan
		Title: Chief Financial Officer

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