6-K

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 OF
THE SECURITIES EXCHANGE ACT OF 1934

May 17, 2011

Commission File Number 001-10888

TOTAL S.A.

(Translation of registrant’s name into English)

2, place Jean Millier
La Défense 6
92400 Courbevoie
France
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ 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): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No þ

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

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-159335, 333-159335-01 AND 333-159335-02) OF TOTAL S.A., TOTAL CAPITAL AND TOTAL CAPITAL CANADA LTD. AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

TOTAL S.A. is providing on this Form 6-K a description of certain recent developments relating to its business.

TABLE OF CONTENTS

SIGNATURES

Exhibit Index

EX-99.1: Recent Developments

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.

	TOTAL S.A.
Date: May 17, 2011	By:	/s/ JEROME SCHMITT
		Name:	Jérôme SCHMITT
		Title:	Treasurer

Exhibit Index

Exhibit 99.1 Recent Developments

EX-99.1

Exhibit 99.1

RECENT DEVELOPMENTS

Ordinary and Extraordinary Shareholders’ Meeting of May 13, 2011 — Approval of all resolutions proposed by the Board of Directors — Dividend of €2.28/share

The Annual Shareholders’ Meeting of TOTAL S.A. (“TOTAL”) was held on May 13, 2011, under the chairmanship of Christophe de Margerie. Shareholders approved all resolutions recommended by the Board of Directors, including:

• Approval of the accounts for financial year 2010 and the distribution of a cash dividend for 2010 of €2.28 per share, stable compared to the previous year. Taking into account the interim dividend of €1.14 per share paid on November 17, 2010, the remaining balance of €1.14 per share will be paid on May 26, 2011¹.

• Renewal as Directors for three-year terms of Ms. Patricia Barbizet and Mr. Paul Desmarais Jr. and Mr. Claude Mandil.

• Appointment of Ms. Marie-Christine Coisne and Ms. Barbara Kux as Directors for three-year terms.

• A financial authorization conferred to the Board of Directors.

¹ The ex-dividend date for the remainder of the 2010 dividend will be May 23, 2011; for the ADR (NYSE: TOT) the ex-dividend date is May 18, 2011.

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Poland: TOTAL farms into Chelm and Werbkowice concessions with a 49% interest to appraise the region’s shale gas potential

On May 13, 2011, TOTAL announced an agreement with ExxonMobil to farm into the Chelm and Werbkowice exploration concessions with a 49% interest, subject to the approval of the Polish authorities.

Under the terms of the agreement, ExxonMobil and TOTAL will form a partnership operated by ExxonMobil, which retains a 51% interest.

The entry into these concessions reflects TOTAL’s commitment to expanding activities in unconventional gas, notably in Europe, a growth segment of the Group.

Awarded for a period of five years from March 2009 and December 2008 respectively, the Chelm and Werbkowice exploration concessions are located in the Lublin Basin in southeastern Poland and cover 1,162 square kilometers and 995 square kilometers. The work program for each concession comprises acquisition of seismic data, drilling of an exploratory well and a production test if drilling results are encouraging.

To date ExxonMobil has already performed seismic acquisition works, as well as the drilling of an exploratory well on the Chelm concession currently being evaluated.

In Poland, as in all countries where TOTAL is present, safety and environmental protection are core concerns for the Group as it strives to reduce its environmental footprint as part of its commitment to sustainable development.

Bolivia: New gas and condensate discovery on the Aquio block in the Andean foothills

On May 12, 2011, TOTAL announced that the exploration well AQI-X1001 drilled by its subsidiary Total E&P Bolivie (“TEPBo”) has encountered gas and condensate on the Aquio block. This well confirms the northern extension of the Incahuasi structure, discovered in 2004 by the exploration well ICS-X1 in the adjacent Ipati block.

The presence of hydrocarbons has been confirmed by a test over a limited section of the formation, which has produced gas and condensate at initial rates of over 500,000 cubic meters per day and 500 barrels per day respectively. Hydrocarbons discovered in the Aquio and Ipati blocks are contained in fractured sandstones reservoirs of Devonian age. TEPBo has submitted for its approval by the Bolivian Authorities a Declaration of Commerciality related to both blocks.

TEPBo is the Operator of the Aquio and Ipati blocks with an 80% participating interest, in association with Tecpetrol de Bolivia (20%). In accordance with an agreement entered into in 2010, but which remains subject to the approval of the Bolivian Authorities, TEPBo will assign to Gazprom a 20% participating interest in both blocks.

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Trinidad and Tobago: Start-up of production from Phase 2 of the Greater Angostura gas field

On May 11, 2011, TOTAL (30%) and partners BHP Billiton (45%, operator) and Chaoyang (25%) announced the start-up of the Phase 2 gas development of the Greater Angostura field with a design capacity of 280 million cubic feet of gas per day (7.9 million cubic meters per day).

The Greater Angostura field includes oil and gas discoveries at Aripo, Kairi and Canteen. It is situated in the Block 2(c) approximately 40 kilometers off the northeastern coast of Trinidad, in 40 meters water depth.

The first development phase, which started in January 2005, produces oil from Kairi and Canteen with the associated gas re-injected. The second phase consists in producing the gas principally from Aripo. A new gas production platform has been installed alongside the existing oil facilities. The project was delivered on schedule and within budget.

The National Gas Company of Trinidad and Tobago Limited (NGC) will take delivery of the gas.

Angola: Third oil discovery on deep offshore Block 17/06

On May 6, 2011, TOTAL announced that its subsidiary, TEPA (Block 17/06) Limited, and Sociedade Nacional de Combustíveis de Angola (Sonangol E.P.), have discovered hydrocarbons in the north-eastern area of the deep offshore Block 17/06.

Drilled in a water depth of 445 meters, the Canna-1 well discovered hydrocarbons in reservoir of Miocene age and produced more than 5,000 barrels per day of high quality oil (33° API) during a production test.

Sociedade Nacional de Combustíveis de Angola (Sonangol) is the concessionaire of the Block 17/06. TEPA (Block 17/06) Limited is the operator of the Block 17/06 with a 30% stake. TOTAL’s partners in the block are Sonangol Pesquisa e Produção S.A. (30%), Sonangol Sinopec International (SSI) Seventeen Limited (27.5%), ACREP Bloco 17 S.A. (5%), Falcon Oil Holding Angola S.A. (5%) and PARTEX Oil and Gas (Holdings) Corporation (2.5%).

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