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

                   Report on Form 6-K dated September 22, 2003

                           Commission File No. 0-28578

                             DASSAULT SYSTEMES S.A.
                              (Name of Registrant)

         9, Quai Marcel Dassault, B.P. 310, 92156 Suresnes Cedex, France
                    (Address of Principal Executive Offices)

         Indicate by check mark whether the registrant files or will file annual
reports under cover of 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):
                        Yes ___                 No X

      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):
                        Yes ___                 No X

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

                        Yes ___                 No X


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


                                   ENCLOSURES:

In compliance with French law, which requires a company to update information
regarding its total number of voting rights if such number varies from
previously reported numbers by 5% or more, Dassault Systemes updated the
information on September 12, 2003, after the conditions of the statute were met
on September 4, 2003. On that date, due to the sale of 17,821,334 shares by the
French State, the number of outstanding shares was 113,231,832, representing
120,595,753 voting rights.







                                   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.



                                          DASSAULT SYSTEMES S.A.


         Date: September 22, 2003         By:      /s/ Thibault de Tersant
                                                   ---------------------------
                                          Name:    Thibault de Tersant
                                          Title:   Executive Vice President,
                                                   Finance and Administration