S-8

As filed with the Securities and Exchange Commission on April 22, 2008

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

92400 Courbevoie

France

Phone: 011-331-4744-4546

(Address of principal executive offices) (Zip code)

TOTAL S.A. 2007 STOCK OPTION PLAN

(Full Title of the Plans)

Total Holdings USA, Inc.

1201 Louisiana Street, Suite 1800

Houston, Texas 77002

(713)483-5000

(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
Shares, par value 2.50 euros per share	140,000	$94.96	$13,294,400	$522.47

(1) The maximum number of Shares which may be granted to U.S. persons under the 2007 Stock Option Plan sponsored by TOTAL S.A.

(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 the 2007 Plan, €60.10 ($94.96). 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 $1.58 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 April 14, 2008.

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, 2007, filed with the Commission on April 2, 2008.

(2) 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.

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, 2007).

*5.1 Opinion of Peter Herbel, General Counsel to the Corporation.

*23.1 Consent of Ernst & Young Audit and KPMG S.A.

*23.2 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 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.

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 April 18, 2008.

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 April 18, 2008, by the following persons in the capacities indicated.

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

Signatures	Title
/s/ Antoine Jeancourt-Galignani*	Director
Antoine Jeancourt-Galignani
/s/ Anne Lauvergeon*	Director
Anne Lauvergeon
/s/ Peter Levene*	Director
Lord Peter Levene of Portsoken
	Director
Michel Pébereau
/s/ Thierry de Rudder*	Director
Thierry de Rudder
	Director
Serge Tchuruk
/s/ Pierre Vaillaud*	Director
Pierre Vaillaud
/s/ Bob Kilpatrick*	Authorized Representative in the United States
Bob Kilpatrick

*By:	/s/ Charles Paris de Bollardière
	Charles Paris de Bollardière
	Attorney-in-fact

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, 2007).
*5.1	Opinion of Peter Herbel, General Counsel to the Corporation.
*23.1	Consent of Ernst & Young Audit and KPMG S.A.
*23.2	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

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, April 17, 2008

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 140,000 shares, par value 2.50 euros per share, of the Corporation (the “Shares”). The Shares are issuable to employees of the Corporation upon exercise of stock options granted under the 2007 Stock Option Plan sponsored by TOTAL S.A (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 Plan, 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

Total S.A.

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

Consent of Independent Registered Public Accounting Firms

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Total S.A. 2007 Stock Option Plan of our reports dated March 31, 2008, with respect to the consolidated financial statements of Total S.A. and subsidiaries (“Total”), and the effectiveness of internal control over financial reporting of Total, included in its Annual Report (Form 20-F) for the year ended December 31, 2007, filed with the Securities and Exchange Commission, and to the reference to our firms under the heading “Selected Financial Data” in this Annual Report.

KPMG Audit	ERNST & YOUNG Audit
A division of KPMG S.A.
Represented by	Represented by
/s/ René Amirkhanian	/s/ Gabriel Galet	/s/ Philippe Diu
René Amirkhanian	Gabriel Galet	Philippe Diu
Paris La Défense, April 17, 2008

EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Christophe de Margerie, 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 2.50 euros each, of TOTAL S.A. that may be issued pursuant to the TOTAL 2007 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 4th day of September, 2007.

/s/ Thierry Desmarest	/s/ Christophe de Margerie
Thierry Desmarest	Christophe de Margerie
Chairman of the Board	Chief Executive Officer
	Director
/s/ Daniel Boeuf
Daniel Boeuf	Daniel Bouton
Director	Director
	/s/ Paul Desmarais Jr.
Bertrand Collomb	Paul Desmarais Jr.
Director	Director
/s/ Bertrand Jacquillat	/s/ Antoine Jeancourt-Galignani
Professor Bertrand Jacquillat	Antoine Jeancourt-Galignani
Director	Director
/s/ Anne Lauvergeon	/s/ Peter Levene
Anne Lauvergeon	Lord Peter Levene of Portsoken
Director	Director
	/s/ Thierry de Rudder
Michel Pébereau	Thierry de Rudder
Director	Director
	/s/ Pierre Vaillaud
Serge Tchuruk	Pierre Vaillaud
Director	Director

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

/s/ Bob Kilpatrick

Bob Kilpatrick

General Counsel, Total Holdings USA, Inc.

Authorized Representative in the United States