S-8

As filed with the Securities and Exchange Commission on July 8, 2005

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TOTAL S.A.
(Exact name of registrant as specified in its charter)

Republic of France	98-0227345
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

2, place de la Coupole
La Défense 6
92400 Courbevoie
France
Phone: (011-33-1) 47.44.45.46
(Address of principal executive offices) (Zip code)

TOTAL S.A. 2004 STOCK OPTION PLAN
 
TOTAL S.A. 2003 STOCK OPTION PLAN
 
TOTAL S.A. 2002 STOCK OPTION PLAN
(Full Title of the Plans)

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)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(3)
Shares, nominal value 10 euros per share		197,695	$	189.69	$	37,499,973.77
		199,135		158.51		31,564,490.58
		14,110		188.38		2,657,999.47
Total		410,940				71,722,463.82	$	3,424.32

(1)	The maximum number of Shares which may be granted to U.S. persons under the following plans sponsored by TOTAL S.A. in the following order: 2004 Stock Option Plan, 2003 Stock Option Plan and 2002 Stock Option Plan. Previously, 154,940 Shares under the 2002 Stock Option Plan were registered with the Commission under the Form S-8 filed on March 14, 2003 (Registration No. 333-103815).
(2)	Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, the maximum offering price is based on the exercise price of the options granted under each plan as follows: 2004 Stock Option Plan, €159.40 (U.S. $189.69); 2003 Stock Option Plan, €133.20 (U.S. $158.51); 2002 Stock Option Plan, €158.30 (U.S. $188.38). The proposed maximum offering price per share and the proposed maximum aggregate offering price have been converted into U.S. dollars based on an exchange rate of US $1.19 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 July 6, 2005.
(3)	As a result of an overpayment by TOTAL S.A. of the registration fee with respect to the Form S-8 (Registration No. 333-113747) with respect to the Total Holdings USA, Inc. 2004 Employee Shareholder Plan, TOTAL S.A. has a credit of $5,017.41 which has been applied to reduce the $8,441.73 registration fee for this registration statement to $3,424.32.

TABLE OF CONTENTS

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
EX-5.1: OPINION OF PETER HERBEL, GENERAL COUNSEL
EX-23.1: CONSENT OF ERNST & YOUNG AUDIT CONCERNING FINANCIAL STATEMENT
EX-23.2: CONSENT OF KPMG S.A. CONCERNING FINANCIAL STATEMENTS
EX-24: POWER OF ATTORNEY

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference.

     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, 2004, filed with the Commission on April 20, 2005

          (2)   The Corporation’s Report on Form 6-K filed with the Commission on June 17, 2005; and

          (3)   The description of the Corporation’s common shares 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.

     Item 4.   Description of Securities.

     Not applicable.

     Item 5.   Interest of Named Experts and Counsel.

     Not applicable.

     Item 6.   Indemnification of Directors and Officers.

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

     Item 7.   Exemption from Registration Claimed.

     Not applicable.

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     Item 8.   Exhibits.

4.1	Statuts (charter and bylaws) of the Corporation (incorporated by reference to Exhibit 1 filed in the Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004).
*5.1	Opinion of Peter Herbel, General Counsel to the Corporation.
*23.1	Consent of Ernst & Young Audit concerning financial statements of Total S.A. as of and for the three years ended December 31, 2004.
*23.2	Consent of KPMG S.A. concerning financial statements of Total S.A. as of and for the three years ended December 31, 2004
*23.3	Consent of Peter Herbel, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1).
*24	Power of Attorney.

*  filed herewith.

     Item 9.   Undertakings.

     (a)   The undersigned Registrant hereby undertakes:

             (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

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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.

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SIGNATURES

     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 July 8, 2005.

TOTAL S.A.
By:	/s/ Charles Paris de Bollardière
	Charles Paris de Bollardière
	Treasurer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on July 8, 2005, by the following persons in the capacities indicated.

Signatures	Title
/s/ Thierry Desmarest* Thierry Desmarest	Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer)
/s/ Robert Castaigne* Robert Castaigne	Executive Vice President, Chief Financial Officer (Principal Financial Officer)
/s/ Dominique Bonsergent* Dominique Bonsergent	Chief Accounting Officer (Principal Accounting Officer)
/s/ Daniel Boeuf* Daniel Boeuf	Director
Daniel Bouton	Director
Bertrand Collomb	Director
Paul Desmarais Jr.	Director
/s/ Jacques Friedmann* Jacques Friedmann	Director
/s/ Bertrand Jacquillat* Professor Bertrand Jacquillat	Director

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Signatures		Title
/s/ Antoine Jeancourt-Galignani* Antoine Jeancourt-Galignani		Director
/s/ Anne Lauvergeon* Anne Lauvergeon		Director
Lord Levine of Portsoken KBE		Director
/s/ Maurice Lippens* Maurice Lippens		Director
Michel Pébereau		Director
/s/ Thierry de Rudder* Thierry de Rudder		Director
/s/ Jürgen Sarrazin* Jürgen Sarrazin		Director
/s/ Serge Tchuruk* Serge Tchuruk		Director
/s/ Pierre Vaillaud* Pierre Vaillaud		Director
/s/ Robert Hammond* Robert O. Hammond		Authorized Representative of the United States
*By:	/s/ Charles Paris de Bollardière
	Charles Paris de Bollardière Attorney-in-fact

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EXHIBIT INDEX

Exhibit Number		Description
	4.1	Statuts (charter and bylaws) of the Corporation (incorporated by reference to Exhibit 1 filed in the Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004).
	*5.1	Opinion of Peter Herbel, General Counsel to the Corporation.
	*23.1	Consent of Ernst & Young Audit
	*23.2	Consent of KPMG S.A.
	*23.3	Consent of Peter Herbel, General Counsel to the Corporation (included in the opinion filed as Exhibit 5.1).
	*24	Power of Attorney.

*  filed herewith.

EX-5.1

EXHIBIT 5.1

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

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
Paris, July 8, 2005

Dear Ladies and Gentlemen:

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 410,940 shares, nominal value 10 euros per share, of the Corporation (the “Shares”). The Shares are issuable to employees of the Corporation upon exercise of stock options granted under each of the following plans sponsored by TOTAL S.A.: 2004 Stock Option Plan, 2003 Stock Option Plan and 2002 Stock Option Plan (collectively, the “Plans”).

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.

Very truly yours,

/s/ Peter Herbel

Peter Herbel
General Counsel 

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

THE BOARD OF DIRECTORS
TOTAL S.A.

We consent to the incorporation by reference of our report dated February 17, 2005, with respect to the consolidated balance sheets of Total S.A. and its subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated statements of income, cash flows and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, all expressed in euros, (which report appears in the December 31, 2004 annual report on Form 20-F of Total S.A.) in this Registration Statement on Form S-8.

Paris, La Defense, July 7, 2005

/s/ Ernst & Young Audit

Ernst & Young Audit 

EX-23.2

EXHIBIT 23.2

Total S.A.

Registered office: 2, place de la Coupole – La Défense 6 – 92400 Courbevoie

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated February 17, 2005, except for Note 3 which is as of April 18, 2005 with respect to the consolidated balance sheets of Total S.A. (“Total”) and its subsidiaries as of December 31, 2004, 2003 and 2002, and the related consolidated statements of income, cash flows and changes in shareholders’ equity for each of the years in the three-year period ended December 31, 2004, and the related financial statement schedule, which report appears in the December 31, 2004 annual report on Form 20-F of Total and refers to the Company’s adoption in 2003 of the Statement of Financial Accounting Standards No. 143 “Accounting for Asset Retirement Obligations”, incorporated by reference in this Registration Statement on Form S-8.

Paris La Défense,
July 7, 2005

/s/ KPMG Audit

KPMG Audit

A division of KPMG S.A.

EX-24

EXHIBIT 24

POWER OF ATTORNEY

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 société anonyme, and any or all amendments (including post-effective amendments) thereto, relating to the registration under the U.S. Securities Act of 1933, as amended, of common shares, nominal value 10 euros each, of TOTAL S.A. that may be issued pursuant to the TOTAL 2003 Stock Option Plan or the TOTAL 2004 Stock Option Plan, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. 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 or necessary to be done in connection with the foregoing, as fully 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 3rd day of May, 2005.

/s/ Thierry Desmarest	/s/ Daniel Boeuf
Thierry Desmarest Chairman and Chief Executive Officer, Director	Daniel Boeuf Director
Daniel Bouton Director	Bertrand Collomb Director
	/s/ Jacques Friedmann
Paul Desmarais Jr. Director	Jacques Friedmann Director
/s/ Bertrand Jacquillat	/s/ Antoine Jeancourt-Galignani
Professor Bertrand Jacquillat Director	Antoine Jeancourt-Galignani Director
/s/ Anne Lauvergeon	/s/ Maurice Lippens
Anne Lauvergeon Director	Maurice Lippens Director
	/s/ Thierry de Rudder
Michel Pébereau Director	Thierry de Rudder Director

/s/ Jürgen Sarrazin	/s/ Serge Tchuruk
Jürgen Sarrazin Director	Serge Tchuruk Director
/s/ Pierre Vaillaud
Pierre Vaillaud Director
/s/ Robert Castaigne	/s/ Dominique Bonsergent
Robert Castaigne Executive Vice President and Chief Financial Officer	Dominique Bonsergent Chief Accounting Officer
/s/ Robert Hammond
Robert O. Hammond Authorized Representative in the United States