Exhibit 25.4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
One Wall Street
New York, New York	10286
(Address of principal executive offices)	(Zip code)

Legal Department

The Bank of New York Mellon

One Wall Street, 15th Floor

New York, NY 10286

(212) 635-1270

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

TOTAL S.A.

TOTAL CAPITAL

(Exact name of obligors as specified in its charter)

Republic of France	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2, place Jean Millier La Défense 6 92400 Courbevoie France
(Address of principal executive offices)	(Zip code)

TOTAL CAPITAL CANADA LTD.

(Exact name of obligor as specified in its charter)

Alberta, Canada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2900, 240 -4th Avenue SW Calgary, Alberta T2P 4H4 Canada
(Address of principal executive offices)	(Zip Code)

TOTAL CAPITAL INTERNATIONAL

(Exact name of obligor as specified in its charter)

Republic of France	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2, place Jean Millier La Défense 6 92400 Courbevoie France
(Address of principal executive offices)	(Zip Code)

(Guaranteed) Debt Securities

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Superintendent of Banks of the State of New York   Federal Reserve Bank of New York Federal Deposit Insurance Corporation New York Clearing House Association One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12223 33 Liberty Plaza, New York, N.Y. 10045 550 17th Street, N.W., Washington, D.C. 20429 New York, N.Y. 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.    - A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).)

4.    - A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-155238.)

6.    - The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152856.)

7.    - A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 2nd day of November, 2011.

THE BANK OF NEW YORK MELLON
By:	/s/ Natalie Berkecz
	Name: Natalie Berkecz
	Title:    Vice President

EXHIBIT 7

(Page i of iii)

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	4,600,000
Interest-bearing balances		112,412,000
Securities:
Held-to-maturity securities		4,081,000
Available-for-sale securities		60,446,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		38,000
Securities purchased under agreements to resell		528,000
Loans and lease financing receivables:
Loans and leases held for sale		16,000
Loans and leases, net of unearned income		25,506,000
LESS: Allowance for loan and lease losses		421,000
Loans and leases, net of unearned income and allowance		25,085,000
Trading Assets		4,910,000
Premises and fixed assets (including capitalized leases)		1,224,000
Other real estate owned		8,000
Investments in unconsolidated subsidiaries and associated companies		1,020,000
Not applicable
Intangible assets:
Goodwill		6,439,000
Other intangible assets		1,719,000
Other assets		13,804,000
Total assets	$	236,330,000

EXHIBIT 7

(Page ii of iii)

LIABILITIES
Deposits:
In domestic offices	$	105,635,000
Noninterest-bearing		66,246,000
Interest-bearing		39,389,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		88,801,000
Noninterest-bearing		2,263,000
Interest-bearing		86,538,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		2,355,000
Securities sold under agreements to repurchase		1,122,000
Trading liabilities		5,930,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		1,950,000
Not applicable
Not applicable
Subordinated notes and debentures		3,505,000
Other liabilities		9,943,000
Total liabilities	$	219,241,000
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,656,000
Retained earnings		7,532,000
Accumulated other comprehensive income		-584,000
Other equity capital components		0
Total bank equity capital		16,739,000
Noncontrolling (minority) interests in consolidated subsidiaries		350,000
Total equity capital		17,089,000
Total liabilities, minority interest, and equity capital	$	236,330,000

ii

EXHIBIT 7

(Page iii of iii)

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell       Steven G. Elliott Robert P. Kelly Directors

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