TOTAL S.A

2 place de la Coupole
La Défense 6
92078 Paris La Défense Cedex
France
Phone: (011-33-1) 47.44.45.46
(Address of principal executive offices) (Zip code)

TOTAL HOLDINGS USA, INC.
2004 EMPLOYEE SHAREHOLDER PLAN
(Full Title of the Plan)

C T Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Proposed maximum

Title of securities

Amount to be

offering price per

aggregate offering

Amount of

to be registered⁽¹⁾

registered⁽²⁾

share⁽³⁾

price⁽³⁾

registration fee

Shares, nominal value 10 euros per share

500,000

133.80

66,900,000

8,476.23

(1)

The Shares being registered under this registration statement may be represented by the Registrant’s American Depositary Shares.

(2)

The maximum number of Shares which may be granted under the Total Holdings USA, Inc. 2004 Employee Shareholder Plan, which may be represented by the Registrant’s American Depositary Shares. Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.

(3)

The proposed maximum offering price per share and the proposed maximum aggregate offering price were set in euros at €107.90 per share on November 6, 2003 and were converted into U.S. dollars based on an exchange rate of 1.24 U.S. dollars per €1.00, the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York, on March 18, 2004.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by TOTAL S.A., a corporation organized under the laws of the Republic of France (the “Corporation” or the “Registrant”), are incorporated herein by reference:

(1) The Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002, filed with the Commission on April 4, 2003; and

(2) The description of the Corporation’s common shares and American Depositary Receipts contained in the Corporation’s Amended Registration Statement on Form 8-A/A filed with the Commission on March 19, 2004.

All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement but prior to the filing of a post-effective amendment which indicates that all remaining securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.

Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

The Corporation maintains liability insurance for directors and officers including insurance against liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

4.1

Statuts (charter and bylaws) of the Corporation (as amended through May 7, 2002) (English translation) (incorporated by reference to Exhibit 5 filed in the Corporation’s Amended Registration Statement on Form 8-A/A, filed with the Commission on March 19, 2004).

4.2

Form of Deposit Agreement (including the form of American Depositary Receipt) among Total S.A., The Bank of New York as depositary and all holders from time to time of American Depositary Receipts, dated October 30, 1991, as amended and restated on September 30, 1993, May 6, 1999, June 21, 1999 and August 7, 2003 (as filed with the Commission on July 24, 2003 as an exhibit to the Corporation’s Registration Statement on Form F-6 and incorporated herein by reference).

*23.1

Consent of Barbier Frinault & Autres (Ernst & Young Network) concerning financial statements of Total S.A. as of and for the three years ended December 31, 2002.

*23.2

Consent of KPMG S.A. concerning financial statements of Total S.A. as of and for the three years ended December 31, 2002

*23.3

Consent of Alain-Marc Irissou, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1).

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:


	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

	(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France on March 19, 2004.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on March 19, 2004, by the following persons in the capacities indicated.


Signatures		Title

Thierry Desmarest* Thierry Desmarest		Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer)

Robert Castaigne* Robert Castaigne		Executive Vice President, Chief Financial Officer (Principal Financial Officer)

Dominique Bonsergent* Dominique Bonsergent		Chief Accounting Officer (Principal Accounting Officer)

Daniel Bouton* Daniel Bouton		Director

Bertrand Collomb		Director

Paul Desmarais Jr.* Paul Desmarais Jr.		Director

Jacques Friedmann* Jacques Friedmann		Director

Professor Bertrand Jacquillat		Director


Signatures		Title

Antoine Jeancourt-Galignani* Antoine Jeancourt-Galignani		Director

Anne Lauvergeon* Anne Lauvergeon		Director

Maurice Lippens* Maurice Lippens		Director

Michel Pébereau		Director

Thierry de Rudder* Thierry de Rudder		Director

Jürgen Sarrazin* Jürgen Sarrazin		Director

Serge Tchuruk* Serge Tchuruk		Director

Pierre Vaillaud* Pierre Vaillaud		Director

Robert O. Hammond* Robert O. Hammond		Authorized Representative of the United States


Exhibit Number		Description

4.1		Statuts (charter and bylaws) of the Corporation (as amended through May 7, 2002) (English translation) (incorporated by reference to Exhibit 5 filed in the Corporation’s Amended Registration Statement on Form 8-A/A, filed with the Commission on March 19, 2004)

4.2		Form of Deposit Agreement (including the form of American Depositary Receipt) among Total S.A., The Bank of New York as depositary and all holders from time to time of American Depositary Receipts, dated October 30, 1991, as amended and restated on September 30, 1993, May 6, 1999, June 21, 1999 and August 7, 2003 (as filed with the Commission on July 24, 2003 as an exhibit to the Corporation’s Registration Statement on Form F-6 and incorporated herein by reference)

*5.1		Opinion of Alain-Marc Irissou, General Counsel to the Corporation.

*23.1		Consent of Barbier Frinault & Autres (Ernst & Young Network)

*23.2		Consent of KPMG S.A.

*23.3		Consent of Alain-Marc Irissou, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1)

*24		Power of Attorney

EX-5.1 3 y00782exv5w1.htm OPINION OF ALAIN-MARC IRISSOU, GENERAL COUNSEL OPINION OF ALAIN-MARC IRISSOU, GENERAL COUNSEL

Board of Directors
Total S.A.
2 place de la Coupole
La Défense 6
92078 Paris La Défense Cedex
France

I am the General Counsel of Total S.A. (the “Corporation”), and have directly supervised counsel for the Corporation in connection with the filing of a registration statement on Form S-8 with exhibits thereto (the “Registration Statement”) by the Corporation under the Securities Act of 1933, as amended, and the rules and regulations thereunder, for registration of up to 500,000 shares, nominal value 10 euros per share, of the Corporation (the “Shares”). The Shares are issuable to employees of the Corporation participating in the Total Holdings USA, Inc. 2004 Employee Share Purchase Plan (the “Plan”).

I am familiar with the preparation of the Registration Statement and have made such further investigation, either directly or through counsel acting under my direct supervision, as I have deemed pertinent and necessary as a basis for this opinion.

Based upon, and subject to, the foregoing, it is my opinion that the Shares are duly authorized and, when issued in accordance with the terms of the Plans, and upon compliance with applicable securities laws, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

EX-23.1 4 y00782exv23w1.htm CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT

As independent auditors, we hereby consent to the use of our report on the consolidated balance sheets of Total and its subsidiaries as of December 31, 2002, 2001 and 2000, the related consolidated statements of income, cash flows and changes in shareholders’ equity for each of the three years in the period ended December 31, 2002, and the related financial statement schedule, all expressed in euros, dated February 20, 2003 (which report appears in the December 31, 2002 annual report on Form 20-F of Total S.A.), and all references to our Firm included in Total’s Form S-8 Registration Statement.

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thierry Desmarest, Robert Castaigne and Charles Paris de Bollardière, acting jointly or any of them acting individually, his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, to act, without any other, for him or her and in his or her name, place, and stead, in any and all capacities, to sign a Registration Statement on Form S-8 (including under any other appropriate Form) of TOTAL S.A., a French corporation, and any or all amendments (including post-effective amendments) thereto, relating to the registration, under the Securities Act of 1933, as amended, of common shares, nominal value 10 Euros each, of TOTAL S.A. to be issued pursuant to the Total Holdings USA, Inc. 2004 Employee Shareholder Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, or any state regulatory authority, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 27th day of February, 2004.


/s/ Thierry Desmarest

Thierry Desmarest
Chairman and Chief Executive Officer, Director


/s/ Daniel Bouton

Daniel Bouton		Bertrand Collomb
Director		Director


/s/ Paul Desmarais Jr.		/s/ Jacques Friedmann

Paul Desmarais Jr.		Jacques Friedmann
Director		Director


		/s/ Antoine Jeancourt-Galignani

Professor Bertrand Jacquillat		Antoine Jeancourt-Galignani
Director		Director


/s/ Anne Lauvergeon		/s/ Maurice Lippens

Anne Lauvergeon		Maurice Lippens
Director		Director


		/s/ Thierry de Rudder

Michel Pébereau		Thierry de Rudder
Director		Director


/s/ Jürgen Sarrazin		/s/ Serge Tchuruk

Jürgen Sarrazin		Serge Tchuruk
Director		Director


/s/ Pierre Vaillaud

Pierre Vaillaud
Director


/s/ Robert Castaigne		/s/ Dominique Bonsergent

Robert Castaigne		Dominique Bonsergent
Executive Vice President and Chief Financial Officer		Chief Accounting Officer


/s/ Robert O. Hammond

Robert O. Hammond
Authorized Representative in the United States


Republic of France		98-0227345

(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)


PART II
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interest of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
EXHIBIT INDEX
OPINION OF ALAIN-MARC IRISSOU, GENERAL COUNSEL
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
CONSENT OF KPMG S.A.
POWERS OF ATTORNEY


		TOTAL S.A.



		By:		/s/ Charles Paris de Bollardière

				Charles Paris de Bollardière
				Treasurer

Table of Contents

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*By:		/s/ Charles Paris de Bollardière

		Charles Paris de Bollardière Attorney-in-fact


		Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549

		Paris, March 19, 2004


		/s/ Barbier Frinault & Autres BARBIER FRINAULT & AUTRES (Ernst & Young Network)