* Restructuring plan to cost 800 mln euros
* Says will not meet profit growth target this year
* To provide more details during H1 results on Aug. 4
* Shares down 9 pct, biggest fall among top European stocks
(Adds Suez comment, updates shares)
PARIS, July 29 Veolia Environnement , the world's biggest listed water group, said it would restructure to resolve difficulties in the United States, southern Europe and North Africa after it warned on profits.
The company, which competes with Suez Environnement , said on Friday it would not meet its annual goal of net income growth and predicted that adjusted operating income would decline slightly this year at constant exchange rates.
Its prior forecast called for adjusted operating income to increase by 4-8 percent.
Veolia, a water and waste specialist, said it would begin a restructuring plan, which will cost 800 million euros ($1.15 billion) in asset impairments and writedowns.
Veolia shares have been under pressure for the past two years in part because of a sharp decline in demand for its waste services during the global economic crisis, as well as problems with a high debt load. Its shares are at lows last seen in March 2009 and are trading at a discount to utility peers.
At 1347 GMT its shares were down 9.4 percent to 15.83 euros, the biggest fallers on the pan-European FTSEurofirst 300 index of leading shares.
Shares of peer Suez were also dragged down 2.4 percent, prompting the company to release a statement confirming its own objectives and adding that its first-half results set to be released on Aug. 3 were in line with its annual targets.
Asked to explain the reasons behind the restructuring, a Veolia spokeswoman declined to comment on Friday.
Jean Farah, an analyst at RBS, said the unexpected write-downs were linked to difficulties in Veolia's energy business in Italy and Spain, as well as the cost of clean-ups in the Gulf of Mexico after the BP oil spill.
According to Farah, Veolia was involved in the oil spill clean-up because it worked for the British oil major.
The Veolia statement said the need for restructuring was linked to "recent results of operations" in southern Europe, in particular Italy, North Africa and a division of its environmental services business in the United States.
The profit warning came ahead of the company's first-half earnings release set for Aug. 4. Veolia said it would provide more information on the restructuring then.
Farah said he hoped the company would go beyond the restructuring plan to repair its business. "They have so many headwinds now they will have to do something on cost cutting," said Farah, who has a "buy" rating on the stock and a one-year price target of 24 euros.
Veolia confirmed its other annual goals of organic revenue growth, 250 million euro in cost savings, positive free cash flow, and at least 1.3 billion euro in divestments.
(Reporting by Leila Abboud; Editing by David Cowell and Erica Billingham)