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 March 2004

                        Commission File Number: 001-31368

                                SANOFI-SYNTHELABO
                 (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 [ ]                   No [X]

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



                                  EXHIBIT LIST



Exhibit No.                       Description
-----------                       -----------
               
Exhibit 99.1      Consolidated financial statements of Sanofi-Synthelabo S.A.
                  for the year ended December 31, 2003

Exhibit 99.2      Management Discussion of Operating and Financial Review and
                  Prospects


                                   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: March 22, 2004                   SANOFI-SYNTHELABO


                                        By: /s/ Marie-Helene Laimay
                                            ------------------------------------
                                            Name:  Marie-Helene Laimay
                                            Title: Senior Vice President and
                                                   Chief Financial Officer