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
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               ------------------
                         For the month of December 2004

                        Commission File Number: 001-31368

                                 SANOFI-AVENTIS
                 (Translation of registrant's name into English)

                   174, avenue de France, 75013 Paris, 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 [X]             Form 40-F [ ]

         Indicate by check mark if the registrant is submitting the Form 6-K in 
paper as permitted by Regulation S-T Rule 101(b)(1): _____

         Indicate by check mark if the registrant is submitting the Form 6-K in 
paper as permitted by Regulation S-T Rule 101(b)(7): _____

         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 [X]                             No [X]

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





         On December 16, 2004, Sanofi-Aventis (formerly known as
Sanofi-Synthelabo) published the attached notice on its website
(www.sanofi-aventis.com), announcing that as of the close of the tender period
on Wednesday, December 15, 2004, at 18.00 hours (CET) Sanofi-Aventis's mandatory
offer for the shares in Hoechst Aktiengesellschaft had been accepted for 583,515
shares in Hoechst Aktiengesellschaft, representing 0.10% of the share capital
and the voting rights of Hoechst Aktiengesellschaft. After giving effect to the
results of this mandatory offer, Sanofi-Aventis and its affiliates (including
its subsidiary Aventis) will own 98.19% of the share capital and the voting
rights of Hoechst Aktiengesellschaft.

                                  EXHIBIT LIST

EXHIBIT NO.                       DESCRIPTION

Exhibit 99.1       Notice, dated December 15, 2004, announcing number of
                   Hoechst shares tendered into mandatory offer by
                   Sanofi-Aventis to the shareholders of Hoechst AG, as of
                   December 15, 2004 at 18:00 hours (CET).





                                   SIGNATURES

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


Dated: December 16, 2004                   SANOFI-AVENTIS


                                           By:   /s/ Jean-Claude Leroy         
                                              ----------------------------------
                                              Name:  Jean-Claude Leroy
                                              Title: Senior Vice President &
                                                     Chief Financial Officer






                                  EXHIBIT LIST

EXHIBIT NO.                       DESCRIPTION

Exhibit 99.1       Notice, dated December 15, 2004, announcing number of
                   Hoechst shares tendered into mandatory offer by
                   Sanofi-Aventis to the shareholders of Hoechst AG, as of
                   December 15, 2004 at 18:00 hours (CET).