SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________
SCHEDULE 13G (RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ___________
(Amendment No. 3)¹
SANOFI-AVENTIS
(Name of Issuer)
Shares, nominal value 2 euro		80105N 10 5 ²
(Title of class of securities)		(CUSIP number)
December 31, 2007

(Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_]Rule 13d-1(c) [X] Rule 13d-1(d)
__________
¹The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
²This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one-half of one ordinary share. Continued on Following Pages

CUSIP No.		80105N 10 5		13G	Page 2

1	NAME OF REPORTING PERSONS:			L’ORÉAL
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):				00-0000000
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*					(a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION:			France
NUMBER OF SHARES		5	SOLE VOTING POWER:		118,227,307; shares carry double voting rights
BENEFICIALLY OWNED BY		6	SHARED VOTING POWER:		0
EACH REPORTING		7	SOLE DISPOSITIVE POWER:		118,227,307
PERSON WITH		8	SHARED DISPOSITIVE POWER:		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:				118,227,307
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:					[__ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.65% (based on the number of shares reported by the Issuer as being outstanding as of January 31, 2008); percent of voting rights, 14.72% (based on the number of voting rights (excluding treasury shares) reported by the Issuer as being outstanding as of January 31, 2008)
12	TYPE OF REPORTING PERSON:			CO

ITEM 1. NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

(a) and (b) This Statement on Schedule 13G (the “Schedule 13G”) relates to the ordinary shares, nominal value 2 euro (the “Ordinary Shares”), of Sanofi-Aventis, a company incorporated under the laws of France (the “Issuer”). According to the Issuer’s Form 20-F filed on March 7, 2008, the address of the principal executive offices of the Issuer is 174, avenue de France, 75013 Paris, France.

ITEM 2.

NAME OF PERSON FILING, et al

(a) Name of Person Filing: L’Oréal.

(b) Address of Principal Business Office or, if None, Residence: 41, rue Martre, 92117 Clichy, France

(d) Title of Class of Securities: Ordinary Shares, nominal value 2 euro

(e)

CUSIP number: 80105N 10 5

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

(a) o Broker or dealer registered under Section 15 of the Exchange Act;

(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;

(d) o Investment company registered under Section 8 of the Investment Company Act;

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) o An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) o A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Not applicable.

ITEM 4.

OWNERSHIP

(a) – (c) The response of the Reporting Person to Items 5 through 11 of the Cover Sheet which relates to the beneficial ownership of the Ordinary Shares of the Issuer, is incorporated herein by reference.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following |_|.

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

Not applicable.

ITEM 10.

CERTIFICATION

(a)

Not applicable.

(b)

Not applicable.

[The remainder of this page intentionally left blank.]

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:

April 14, 2008

L’ORÉAL

By: /s/ Yannick Chalmé

Name: Yannick Chalmé

Title:

General Counsel