F-3/A

As filed with the Securities and Exchange Commission on September 29, 2005

Registration Nos. 333-104463   

104463-01

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-effective

Amendment No. 6 to FORM F-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

TOTAL S.A.

TOTAL CAPITAL

(Exact name of Registrants as specified in their charters)

Republic of France

(State or other jurisdiction of Incorporation or organization)

Not Applicable

(I.R.S. Employer Identification Nos.)

Total S.A.

Total Capital

2, place de la Coupole

La Défense 6

92400 Courbevoie

France

011-331-4744-4546

(Address and telephone number of Registrants’ principal executive offices)

CT Corporation System

111 Eighth Avenue,

New York, New York 10011

212-894-8940

(Name, address and telephone number of agent for service)

Please send copies of all communications to:

Jonathan E. Marsh
Group U.S. Counsel
Total S.A.
2, place de la Coupole
La Défense 6
92400 Courbevoie
France
011-331-4744-4546 Richard G. Asthalter
Sullivan & Cromwell LLP
24, rue Jean Goujon
75008 Paris
France
011-331-7304-1000

Andrew A. Bernstein
Cleary Gottlieb Steen & Hamilton LLP
12, rue de Tilsitt
75008 Paris
France
011-331-4074-6800 Charles Paris de Bollardière
Group Treasurer
Total S.A.
2, place de la Coupole
La Défense 6
92400 Courbevoie
France
011-331-4744-4546

        Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.

        If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. x

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

							Amount of
Title of Each Class of Securities to be	Amount to be		Proposed Maximum Offering		Proposed Maximum		Registration
Registered	Registered(1)		Price per Unit(2)(3)		Aggregate Offering Price(2)		Fee
Debt Securities		$4,000,000,000		100%		$4,000,000,000		$323,600(5)
Guarantee of the Debt Securities(4)

(1)	In U.S. dollars or their equivalent in foreign denominated currencies or composite currencies.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(3)	In no event will the aggregate initial public offering price of the securities issued under this Registration Statement exceed $4,000,000,000 or if any Debt Securities are issued (i) at an original issue discount, such greater amount as shall result in aggregate net proceeds not in excess of $4,000,000,000 to the Registrants or (ii) with a principal amount denominated in a foreign currency, such amount as shall result in an aggregate initial offering price equivalent to a maximum of $4,000,000,000.
(4)	Pursuant to Rule 457(n), no separate fee for the Guarantee is payable.
(5)	Previously paid.

        The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

EXPLANATORY NOTE

      The purpose of this Amendment No. 6 is solely to file Exhibit 23.1 and Exhibit 23.2 to this registration statement as set forth below in Item 9 of Part II. No changes have been made to Part I or Items 8 and 10 of the registration statement. Accordingly, they have been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 9.     Exhibits

Exhibit
Number	Description of Document
1.1	Form of Underwriting Agreement for Total Capital Guaranteed Debt Securities.*
1.2	Form of Underwriting Agreement for Total S.A. Debt Securities.*
4.1	Form of Indenture, among Total Capital, Total S.A., and JPMorgan Chase Bank, N.A.*
4.2	Form of Indenture, between Total S.A. and JPMorgan Chase Bank, N.A.*
4.3	Form of Debt Securities for Total Capital and Guarantee relating thereto (included in Exhibit 4.1).*
4.4	Form of Debt Securities for Total S.A. (included in Exhibit 4.2).*
4.5	Statuts of Total S.A. (incorporated by reference to Exhibit 1 filed in Total S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004).*
5.1	Opinion of Alain-Marc Irissou, General Counsel of Total S.A., as to the validity of the Debt Securities and the Guarantees as to certain matters of French law.*
5.2	Opinion of Jonathan E. Marsh, Group U.S. Counsel of Total S.A. as to the validity of the Debt Securities and the Guarantees as to certain matters of United States law.*
8.1	Opinion of Sullivan & Cromwell LLP as to certain matters of French taxation.*
8.2	Opinion of Sullivan & Cromwell LLP as to certain matters of U.S. taxation.*
12.1	Computation of ratio of earnings to fixed charges.*
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 Alain-Marc Irissou, General Counsel of Total S.A. (included in Exhibit 5.1 above).*
23.4	Consent of Jonathan E. Marsh, Group U.S. Counsel of Total S.A. (included in Exhibit 5.2 above).*
23.5	Consent of Sullivan & Cromwell LLP, French tax counsel to Total S.A. and Total Capital (included in Exhibit 8.1 above).*
23.6	Consent of Sullivan & Cromwell LLP, U.S. tax counsel to Total S.A. and Total Capital (included in Exhibit 8.2 above).*
24.1	Powers of attorney.*
25.1	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.*
25.2	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.2 above.*

 *  Previously filed.

II-1

SIGNATURES OF TOTAL S.A.

      Pursuant to the requirements of the Securities Act of 1933, Total S.A. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Pre-Effective Amendment No. 6 to the Registration Statement (File No. 333-104463) to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France on September 29, 2005.

Total S.A.

By:  /s/ Charles Paris de Bollardière

Name: Charles Paris de Bollardière

Title:  Treasurer

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 29, 2005.

Signature	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 Boeuf	Director
Daniel Bouton* Daniel Bouton	Director
Bertrand Collomb* Bertrand Collomb	Director

II-2

Signature		Title
Paul Desmarais, Jr.		Director
Jacques Friedmann* Jacques Friedmann		Director
Professor Bertrand Jacquillat* Professor Bertrand Jacquillat		Director
Antoine Jeancourt-Galignani* Antoine Jeancourt-Galignani		Director
Anne Lauvergeon* Anne Lauvergeon		Director
Lord Levine of Portsoken KBE		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 in the United States
*By:	/s/ Charles Paris de Bollardière Charles Paris de Bollardière Attorney-in-Fact

II-3

SIGNATURES OF TOTAL CAPITAL

      Pursuant to the requirements of the Securities Act of 1933, Total Capital certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Pre-Effective Amendment No. 6 to the Registration Statement (File No. 333-104463-01) to be signed on its behalf by the undersigned, thereunto duly authorized, in Paris, France on September 29, 2005.

Total Capital

By:  /s/ Charles Paris de Bollardière

Name: Charles Paris de Bollardière

Title:  Chairman, President and Chief

Executive Officer and Director

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on September 29, 2005.

Signature		Title
/s/ Charles Paris de Bollardière Charles Paris de Bollardière		Chairman, President and Chief Executive Officer and Director (Principal Executive Officer)
Pierre Lefort* Pierre Lefort		Chief Accounting Officer and Director (Principal Financial and Accounting Officer)
Dominique Bonsergent* Dominique Bonsergent		Director
Mathieu Faury* Mathieu Faury		Director
Marc Formery* Marc Formery		Director
Hervé Jaskulké* Hervé Jaskulké		Director
Robert O. Hammond* Robert O. Hammond		Authorized Representative in the United States
*By:	/s/ Charles Paris de Bollardière Charles Paris de Bollardière	Attorney-in-Fact

II-4

INDEX TO EXHIBITS

Exhibit
Number		Description of Document
	1.1	Form of Underwriting Agreement for Total Capital Guaranteed Debt Securities.*
	1.2	Form of Underwriting Agreement for Total S.A. Debt Securities.*
	4.1	Form of Indenture, among Total Capital, Total S.A., and JPMorgan Chase Bank, N.A.*
	4.2	Form of Indenture, between Total S.A. and JPMorgan Chase Bank, N.A.*
	4.3	Form of Debt Securities for Total Capital and Guarantee relating thereto (included in Exhibit 4.1).*
	4.4	Form of Debt Securities for Total S.A. (included in Exhibit 4.2).*
	4.5	Statuts of Total S.A. (incorporated by reference to Exhibit 1 filed in Total S.A.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2004).*
	5.1	Opinion of Alain-Marc Irissou, General Counsel of Total S.A., as to the validity of the Debt Securities and the Guarantees as to certain matters of French law.*
	5.2	Opinion of Jonathan E. Marsh, Group U.S. Counsel of Total S.A. as to the validity of the Debt Securities and the Guarantees as to certain matters of United States law.*
	8.1	Opinion of Sullivan & Cromwell LLP as to certain matters of French taxation.*
	8.2	Opinion of Sullivan & Cromwell LLP as to certain matters of U.S. taxation.*
	12.1	Computation of ratio of earnings to fixed charges.*
	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 Alain-Marc Irissou, General Counsel of Total S.A. (included in Exhibit 5.1 above).*
	23.4	Consent of Jonathan E. Marsh, Group U.S. Counsel of Total S.A. (included in Exhibit 5.2 above).*
	23.5	Consent of Sullivan & Cromwell LLP, French tax counsel to Total S.A. and Total Capital (included in Exhibit 8.1 above).*
	23.6	Consent of Sullivan & Cromwell LLP, U.S. tax counsel to Total S.A. and Total Capital (included in Exhibit 8.2 above).
	24.1	Powers of attorney.*
	25.1	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.*
	25.2	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.2 above.*

* Previously filed.

II-5 EX-23.1 2 y01088a6exv23w1.htm 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 Pre-Effective Amendment No. 6 to the Registration Statement on Form F-3 (File No. 333-104463/333-104463-02) and related Prospectus and to the reference to our firm under the heading “Experts” in this Registration Statement and related Prospectus.

Paris, La Defense, September 29, 2005

/s/ Ernst & Young Audit

Ernst & Young Audit

EX-23.1

EX-23.1

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 Pre-Effective Amendment No. 6 to the Registration Statement on Form F-3 (File Nos. 333-104463/333-104463-01) and to the reference to our firm under the heading “Experts” in the Prospectus.

/s/ KPMG Audit
Paris La Défense,
September 29, 2005
KPMG Audit
A division of KPMG S.A.