PR Newswire/Les Echos/

RÉSEAU FERRÉ DE FRANCE

SECOND SUPPLEMENT DATED 23 JANUARY 2012 TO THE EURO MEDIUM TERNI NOTE PROGRAMME
BASE PROSPECTUS DATED 9 JUNE 2011

RESEAU FERRE DE FRANCE

(established as an "établissement public industriel et commercial" under the
laws of the Republic of France) as Issuer

EUR30,000,000,000 Euro Medium Term Note Programme

This second supplement (the Second Supplement) is supplemental to, and should be
read in conjunction with, the Base Prospectus dated 9 June 2011 (the Base
Prospectus) as supplemented on 2 September 2011 (the First Supplement) prepared
in relation to the EUR30,000,000,000 Euro Medium Term Note Programme of Réseau
Ferré de France (RFF) (the Programme). The Base Prospectus as supplemented
constitutes a base prospectus for the purpose of the Directive 2003/71/EC (as
amended by Directive 2010/73/EU to the extent that Directive 2010/73/EU has been
implemented in any relevant Member State, the Prospectus Directive). The
Autorité des marchés financiers (the MW) has granted visa n°11-212 on 9 June
2011 on the Base Prospectus and visa n°11-381 on 2 September 2011 on the First
Supplement.

Application has been MADE for approval of this Second Supplement to the AMF in
its capacity as competent authority pursuant to article 212-2 of its Règlement
Général which implements the Prospectus Directive in France. This Second
Supplement constitutes a supplement to the Base Prospectus as supplemented by
the First Supplement, and has been prepared for the purpose of article 16.1 of
the Prospectus Directive and of article 212-25 of the AMF's Règlement
Général.

Terms defmed in the Base Prospectus as supplemented by the First Supplement have
the same meaning when used in the Second Supplement.

This Second Supplement has been prepared for the purposes of, reflecting (i) the
rating downgrade by Standard & Poor's Ratings Services of RFF's long term-debt
from AAA to AA+ with Negative Outlook and (ii) the placing by Fitch Ratings of
RFF's long-terni debt rating, which remains at AAA, on Negative Outlook.

Save as disclosed in this Second Supplement, there has been no other significant
new factor, material mistake or inaccuracy relating to information included in
the Base Prospectus as supplemented by the First Supplement which is material in
the context of the Programme since the publication of the First Supplement. To
the extent that there is any inconsistency between (a) any statements in this
Second Supplement and (b) any other statement in, or incorporated in, the Base
Prospectus as supplemented, the statements in the Second Supplement will
prevail.

Copies of this Second Supplement (a) may be obtained, free of charge, during
normal business hours at the specified office of the Issuer, the Fiscal Agent
and the Registrar and any Transfer Agent, at the specified office in Luxembourg
of the Principal Paying Agent and at the specified office in Paris of the Paris
Paying Agent, (b) will be available on the website of the AMF
(www.amf-france.org) and (c) will be available on the website of the Issuer
(www.rff.fr).

TABLE OF CONTENTS

Page
RATINGS 3
SUMMARY OF THE PROGRAMME 4
RÉSUMÉ DU PROGRAMME EN FRANÇAIS (SUMMARY IN FRENCH OF THE PROGRAMME) 5
PERSON RESPONSIBLE FOR BASE PROSPECTUS 6

RATINGS

The third paragraph appearing on the cover of the Base Prospectus is hereby
deleted and shall be replaced with the following:
"The Programme has been rated Aaa by Moody's Investors Service, AA+ with
Negative Outlook by Standard & Poor's Ratings Services and AAA with Negative
Outlook by Fitch Ratings. Credit ratings are subject to revision, suspension or
withdrawal at any time by the relevant rating organisation. Whether or not each
credit rating applied for in relation to a relevant Series of Notes will be
issued by a credit rating agency established in the European Union and
registered under Regulation (EU) No 1060/2009 (the CRA Regulation) will be
disclosed in the Final Terms. In general, European regulated investors are
restricted from using a rating for regulatory purposes if such rating is not
issued by a credit rating agency established in the European Union and
registered under the CRA Regulation. Each of Moody's Investors Service, Standard
& Poor's Ratings Services and Fitch Ratings is established in the European Union
and registered under the CRA Regulation. Where an issue of Notes is rated, its
rating will not necessarily be the same as the rating assigned to the Programme.
A rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change or withdrawal at any time by the assigning rating
agency."

SUMNIARY OF THE PROGRAMME

The paragraph entitled "Rating" of the section entitled "Summary of the
Programme" on page 20 of the Base Prospectus shall be deleted and replaced with
the following:

"The Programme has been rated Aaa by Moody's Investors Service, AA+ with
Negative Outlook by Standard & Poor's Ratings Services and AAA with Negative
Outlook by Fitch Ratings. The ratings of certain Series of Notes to be issued
under the Programme may be specified in the applicable Final Terms."

RÉSUMÉ DU PROGRAMME EN FRANÇAIS
(SUMMARY IN FRENCH OF THE PROGRAMME)

The paragraph entitled "Notation" of the section entitled "Résumé du Programme
en français" on page 30-31 of the Base Prospectus shall be deleted and replaced
with the following:

"Le Programme a été noté Aaa par Moody's Investors Service, AA+ avec
Perspective Négative (with Negative Outlook) par Standard & Poor's Ratings
Services et AAA avec Perspective Négative (with Negative Outlook) par Fitch
Ratings. Les notations de certaines Souches de Titres émises dans le cadre du
Programme seront précisées dans les Conditions Définitives applicables. "

PERSON RESPONSIBLE FOR BASE PROSPECTUS

Person responsible for this Base Prospectus

Patrick Persuy

Deputy Chief Executive, Finance and Procurement of RFF

Declaration by person responsible for this Base Prospectus

The Issuer declares, alter having taken all reasonable care to ensure that such
is the case and to the best of the knowledge of the Issuer, that the information
contained in this Second Supplement is in accordance with the facts and contains
no omission likely to affect its import.

The consolidated and the non-consolidated FINANCIAL statements of RFF for the
years ended 31 December 2009 and 31 December 2010 were audited by the statutory
auditors who issued audit reports which are reproduced on pages 74 and 123 of
the Financial Report 2009 and on pages 86 and 144 of the Financial Report 2010.
These reports contain observations.

The consolidated and non-consolidated interim financial statements of RFF as at,
and for the six months ended, 30 June 2011, were audited by the statutory
auditors who issued a limited review report which is reproduced on pages 108 and
111 of the 2010 Half Year Financial Report. This report contains observations.

Paris, 23 January 2012

Réseau Ferré de France
92, avenue de France
75648 Paris
France
Duly represented by:
Patrick Persuy
Deputy Chief Executive, Finance and Procurement of RFF

Autorité des marchés financiers

In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et
financier and with the General Regulations (Réglement Général) of the
Autorité des marchés financiers (the AMF), in particular Articles 212-31 to
212-33, the AMF has granted to this Second Supplement the visa n°12-030 on 23
January 2012. This document may only be used for the purposes of a fmancial
transaction if completed by Final Terms. It was prepared by the I ssuer and its
signatories assume responsibility for it. In accordance with Article L.621-8-1-1
of the French Code monétaire et financier, the visa was granted following an
examination by the AMF of "whether the document is complete and comprehensible,
and whether the information it contains is coherent". It does not imply an
approval by the AMF of the opportunity of the transactions contemplated hereby
nor that the AMF has verified the accounting and financial data set out in it.
In accordance with Article 212-32 of the AMF's General Regulations, any issuance
or admission to trading of notes on the basis of the Base Prospectus as
supplemented by this First Supplement shall be subject to the publication of
Final Terms setting out the terras of the securities being issued.

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