6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13-a16 OR 15-d16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of: August 2008

Commission File Number: 1-10888

TOTAL S.A.

(Translation of registrant’s name into English)

2, place de la Coupole
92078 Paris La Défense Cedex
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 o

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): o

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): o

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 the registrant by furnishing the information contained in this Form 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-        .

TABLE OF CONTENTS

EX-99.1: 2nd Quarter 2008 Results

EX-99.2: Gas Discovery in the Browse Basin, Australia

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: August 29, 2008	By:	/s/ Charles Paris de Bollardière
		Name : Charles PARIS de BOLLARDIERE
		Title : Treasurer

EXHIBIT INDEX

•	EXHIBIT 99.1:	Second Quarter 2008 Results (August 1st, 2008).
•	EXHIBIT 99.2:	Australia: New Gas Discovery in the Browse Basin (August 7, 2008).

EX-99.1

EXHIBIT 99.1

Total
2, place de la Coupole
La Défense 6
92 400 Courbevoie France
Fax: + 33 (0) 1 47 44 68 21

Isabelle DESMET
Tel. : + 33 (0) 1 47 44 37 76

Patricia MARIE
Tel. : + 33 (0) 1 47 44 45 90

Christine de CHAMPEAUX
Tel. : + 33 (0) 1 47 44 47 49

Kevin CHURCH
Tél. : + 33 (0) 1 47 44 70 62

Sandra DANTE
Tel. : + 33 (0) 1 47 44 46 07

Philippe GATEAU
Tel. : + 33 (0) 1 47 44 47 05

Alain LIGAIRE
Tél. : +33(0)1 47 44 81 48

Elisabeth de REALS
Tel. : + 33 (0) 1 47 44 51 55

Burkhard REUSS
Tel. : + 33 (0) 1 47 44 21 19

Lisa WYLER
Tel. : +33 (0) 1 47 44 38 16

TOTAL S.A.
Capital 5 926 006 207,50 euros
542 051 180 R.C.S. Nanterre

www.total.com

Paris, August 1, 2008

Second quarter and first half 2008 results
Strong performance driven by Upstream

Main results ^1-2

•	Second quarter adjusted net income 3	3.7 billion euros	+20%
		5.8 billion dollars	+39%
		1.65 euros per share	+21%
		2.58 dollars per share	+41%
•	First half adjusted net income	7.0 billion euros	+15%
		10.7 billion dollars	+32%
•	First half net income (Group share)	8.3 billion euros	+29%

Highlights since the beginning of the second quarter 2008

• Upstream production increased by 1.3% to 2,353 kboe/d in the second quarter¹

• First production from Moho Bilondo in Congo and Jura in the UK North Sea

• Temporary shutdown of the Al Jurf field in Libya following a drilling incident

• Agreement signed with Libyan national company NOC to amend and extend the contracts for Blocks NC 115 and NC 186 in the Murzuk Basin

• Start-up of U.S. Gulf Coast Sabine Pass regasification terminal where Total has secured capacity of approximately 1 Bcf/d

• Total strengthened partnership with CNOOC and signed agreement to supply China with 1 million tons per year of LNG starting in 2010

• Confirmation of the Jubail refinery project in Saudi Arabia in partnership with Saudi Aramco

• Public offer to acquire Synenco in Canada as part of strategy to strengthen the Group’s position in heavy oil

• Discoveries in the UK North Sea and Brunei

• Additional exploration acreage in Australia, Malaysia and Gulf of Mexico plus MOU agreement with SOCAR for exploration in the Absheron area in Azerbaidjan

1	percent changes are relative to the same period 2007.
2	dollar amounts represent euro amounts converted at the average €-$ exchange rate for the period : 1.5622 $/€ in the second quarter 2008, 1.3481$/€ in the second quarter 2007, 1.4976 $/€ in the first quarter 2008, 1.5304 $/€ in the first half 2008, and 1.3291 $/€ in the first half 2007.
3	adjusted net income = net income using replacement cost (Group share) adjusted for special items and excluding Total’s share of amortization of intangibles related to the Sanofi-Aventis merger. Net income (Group share) for the second quarter 2008 was 4,732 M€.

The Board of Directors of Total, led by Chairman Thierry Desmarest, met on July 31, 2008 to review the Group’s second quarter and first half 2008 accounts.

Adjusted net income was 3,723 million euros (M€), an increase of 20% compared to the second quarter 2007 and 14% compared to the first quarter 2008.

Commenting on the results, CEO Christophe de Margerie said :

«In the second quarter, demand for oil remained robust, driven by continued growth in Asia and the Middle East, and despite signs of a slow down in the Atlantic Basin. Tensions around global production capacity remain even after the increased contribution of Saudi Arabia. Geopolitical uncertainties or security issues in several important growth areas combined with the ongoing decline in mature producing areas continued to constrain supply. This led to an almost continuous increase in the price of Brent crude to more than 140 dollars per barrel. Natural gas prices also rose sharply in major markets.

European refining margins were high, sustained by strong demand for distillates. Further downstream in the petroleum chain, marketing was under pressure from an increase in refined product prices and European petrochemicals were squeezed by the rapid rise in the price of naphtha and by weak demand in the Atlantic Basin.

In parallel, the dollar continued to depreciate, falling 14% against the euro compared to the second quarter 2007.

In this environment, adjusted fully-diluted earnings per share expressed in dollars increased by 41% compared to the second quarter 2007, and the profitability of the business segments for the twelve months ended June 30, 2008 came in at 29%.

This performance was driven by the Upstream segment, which demonstrated once again the strong sensitivity of its results to high hydrocarbon prices. Total also benefited from production growth of 1.3% compared to the second quarter 2007. This growth came mainly from successes on major projects operated by Total, including the West African deep-offshore with Block 17 in Angola and the new offshore Moho Bilondo field in Congo, in the Middle East with the Dolphin project, and in the North Sea with the start-up of the Jura field.

The Group strengthened strategic partnerships in the Middle East and Asia by confirming with Saudi Aramco the Jubail refinery project in Saudi Arabia and by signing an agreement with CNOOC that includes an LNG sales contract for the Chinese market starting in 2010.

Thanks to an adaptable workforce, an established and well-positioned presence in the industry’s main growth sectors, and its many competitive advantages, Total is well prepared to anticipate the challenges of tomorrow in energy and climate change and to present balanced solutions suited to an environment undergoing dramatic changes.

For this reason, Total has pursued, for many years, an investment and R&D program that is among the most intensive in the industry, is progressively repositioning its portfolio by developing new partnerships and areas of expertise for the long term, and reaffirms among its priorities the importance of safety and energy efficiency in its operations. »

¨ ¨ ¨

2

• Key figures ⁴

						2Q08 vs			in millions of euros					1H08 vs
2Q08		1Q08		2Q07		2Q07			except earnings per share and number of shares	1H08		1H07		1H07
	48,200		44,213		39,094		+23	%	Sales		92,413		76,137		+21	%
	7,786		7,119		5,756		+35	%	Adjusted operating income from business segments		14,905		11,485		+30	%
	3,756		3,200		3,081		+22	%	Adjusted net operating income from business segments		6,956		6,029		+15	%
	3,099		2,731		2,092		+48	%	•     Upstream		5,830		4,053		+44	%
	587		311		755		-22	%	•     Downstream		898		1,463		-39	%
	70		158		234		-70	%	•     Chemicals		228		513		-56	%
	3,723		3,254		3,100		+20	%	Adjusted net income		6,977		6,092		+15	%
	1.65		1.44		1.36		+21	%	Adjusted fully-diluted earnings per share (euros)		3.10		2.67		+16	%
	2,252.9		2,254.0		2,278.4		-1	%	Fully-diluted weighted-average shares (millions)		2,253.4		2,279.7		-1	%
	4,732		3,602		3,411		+39	%	Net income (Group share)		8,334		6,460		+29	%
	2,868		2,643		2,690		+7	%	Investments		5,511		5,104		+8	%
	726		198		222		x3.3		Divestments		924		466		+98	%
	1,922		5,316		3,589		-46	%	Cash flow from operating activities		7,238		9,977		-27	%
	4,798		4,331		4,563		+5	%	Adjusted cash flow		9,129		8,679		+5	%
						2Q08 vs			expressed in millions of dollars 5					1H08 vs
2Q08		1Q08		2Q07		2Q07			except earnings per share and number of shares	1H08		1H07		1H07
	75,298		66,213		52,703		+43	%	Sales		141,429		101,194		+40	%
	12,163		10,661		7,760		+57	%	Adjusted operating income from business segments		22,811		15,265		+49	%
	5,868		4,792		4,153		+41	%	Adjusted net operating income from business segments		10,645		8,013		+33	%
	4,841		4,090		2,820		+72	%	•     Upstream		8,922		5,387		+66	%
	917		466		1,018		-10	%	•     Downstream		1,374		1,944		-29	%
	109		237		315		-65	%	•     Chemicals		349		682		-49	%
	5,816		4,873		4,179		+39	%	Adjusted net income		10,678		8,097		+32	%
	2.58		2.16		1.83		+41	%	Adjusted fully-diluted earnings per share (dollars)		4.74		3.55		+33	%
	2,252.9		2,254.0		2,278.4		-1	%	Fully-diluted weighted-average shares (millions)		2,253.4		2,279.7		-1	%
	7,392		5,394		4,598		+61	%	Net income (Group share)		12,754		8,586		+49	%
	4,480		3,958		3,626		+24	%	Investments		8,434		6,784		+24	%
	1,134		297		299		x3.8		Divestments		1,414		619		x2.3
	3,003		7,961		4,838		-38	%	Cash flow from operating activities		11,077		13,260		-16	%
	7,495		6,486		6,151		+22	%	Adjusted cash flow		13,971		11,535		+21	%

4

adjusted income (adjusted operating income, adjusted net operating income and adjusted net income) is defined as income using replacement cost, adjusted for special items and excluding Total’s equity share of amortization of intangibles related to the Sanofi-Aventis merger; adjusted cash flow is defined as cash flow from operating activities at replacement cost before changes in working capital; adjustment items are listed on page 17.

5

dollar amounts represent euro amounts converted at the average €-$ exchange rate for the period.

3

• Second quarter 2008 results

• Operating income

In the second quarter 2008, the Brent price averaged 121.2 $/b, an increase of 76% compared to the second quarter 2007 and 25% compared to the first quarter 2008. The TRCV European refining margin indicator averaged 40.2 $/t over the quarter, a decrease of 6% compared to the second quarter 2007 and an increase of 63% compared to the first quarter 2008.

Petrochemical margins fell sharply, notably in Europe.

The euro-dollar exchange rate was 1.56 $/€ in the second quarter 2008 compared to 1.35 $/€ in the second quarter 2007 and 1.50 $/€ in the first quarter 2008.

In this context, the adjusted operating income from the business segments was 7,786 M€, an increase of 35% compared to the second quarter 2007⁶, or expressed in dollars an increase of 57%.

The effective tax rate⁷ for the business segments was 58% in the second quarter 2008 compared to 54% in the second quarter 2007, essentially due to the Upstream segment’s larger contribution to the results.

Adjusted net operating income from the business segments was 3,756 M€ compared to 3,081 M€ in the second quarter 2007, an increase of 22%.

The smaller increase, compared to the percentage increase in operating income, is essentially due to the increase in the effective tax rate between the two quarters.

Expressed in dollars, adjusted net operating income from the business segments was 5.9 billion dollars (B$), an increase of 41% compared to the second quarter 2007.

• Net income

Adjusted net income was 3,723 M€ compared to 3,100 M€ in the second quarter 2007, an increase of 20%. Expressed in dollars, adjusted net income increased by 39%.

This excludes the after-tax inventory effect, special items, and the Group’s equity share of the amortization of intangibles related to the Sanofi-Aventis merger.

• The after-tax inventory effect had a positive impact on net income of 1,154 M€ in the second quarter 2008 and 483 M€ in the second quarter 2007.

• Special items had a negative impact on net income of 67 M€ in the second quarter 2008 and were comprised mainly of restructuring charges in the Downstream and Chemicals segments. Special items had a negative impact on net income of 100 M€ in the second quarter 2007⁸.

• The Group’s share of the amortization of intangibles related to the Sanofi-Aventis merger had a negative impact on net income of 78 M€ in the second quarter 2008 and 72 M€ in the second quarter 2007.

Net income (Group share) was 4,732 M€ compared to 3,411 M€ in the second quarter 2007.

In the second quarter 2008, the Group bought back 7 million of its shares for 369 M€.

Adjusted fully-diluted earnings per share, based on 2,252.9 million fully-diluted weighted-average shares rose to 1.65 euros from 1.36 euros in the second quarter 2007, an increase of 21%.

Expressed in dollars, adjusted fully-diluted earnings per share increased by 41% to 2.58.

6	there were no special items affecting operating income from the business segments in the second quarters of 2007 and 2008.
7	defined as: (tax on adjusted net operating income) / (adjusted net operating income – income from equity affiliates, dividends received from investments and impairments of acquisition goodwill + tax on adjusted net operating income).
8	detail shown on page 17

4

• Investments — divestments

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were 2.1 B€ (3.3 B$) in the second quarter 2008 compared to 2.5 B€ (3.4 B$) in the second quarter 2007.

Acquisitions were 47 M€ in the second quarter 2008.

Asset sales in the second quarter 2008 were 120 M€.

Net investments ⁹ were 3.3 B$ in the second quarter 2008.

• Cash flow

Cash flow from operating activities was 1,922 M€ in the second quarter 2008, a decrease of 46% compared to the second quarter 2007, mainly due to a significant increase in working capital requirements essentially linked to the sharp rise in hydrocarbon prices between the two periods.

Adjusted cash flow ¹⁰ was 4,798 M€, an increase of 5%.

Expressed in dollars, adjusted cash flow was 7.5 B$, an increase of 22%.

Net cash flow ¹¹ was a negative 220 M€ compared to a positive 1,121 M€ in the second quarter 2007.

Expressed in dollars, net cash flow was a negative 0.3 B$ in the second quarter 2008.

9	net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies – asset sales + net financing for employees related to stock purchase plans.
10	adjusted cash flow = cash flow from operating activities at replacement cost before changes in working capital.
11	net cash flow = cash flow from operating activities + divestments – gross investments.

5

• First half 2008 results

• Operating income

Compared to the first half 2007, the first half 2008 oil environment was marked by a 72% increase in the average price of Brent to 109.0 $/b. The TRCV European refining margin indicator decreased by 15% to 32.4 $/t. The environment for Total’s petrochemicals was unfavorable, mainly due to the sharp increase in the price of naphtha and the decrease in Atlantic Basin product demand.

The euro-dollar exchange rate was 1.53 $/€ in the first half 2008 compared to 1.33 $/€ in the first half 2007.

In this context, the adjusted operating income from the business segments was 14,905 M€, an increase of 30% compared to the first half 2007 ¹².

The effective tax rate for the business segments was 59% in the first half 2008 compared to 54% in the first half 2007, essentially due to the Upstream segment’s larger contribution to the results.

Adjusted net operating income from the business segments was 6,956 M€ compared to 6,029 M€ in the first half 2007, an increase of 15%.

The smaller increase, compared to the percentage increase in operating income, is essentially due to the increase in the effective tax rate between the two periods.

Expressed in dollars, adjusted net operating income from the business segments increased by 33%.

• Net income

Adjusted net income increased by 15% to 6,977 M€ in the first half 2008 from 6,092 M€ in the first half 2007.

This excludes the after-tax inventory effect, special items, and the Group’s equity share of the amortization of intangibles related to the Sanofi-Aventis merger.

• The after-tax inventory effect had a positive impact on net income of 1,428 M€ in the first half 2008 and 616 M€ in the first half 2007.

• Special items had a positive impact on net income of 78 M€ in the first half 2008 and a negative impact on net income of 100 M€ in the first half 2007¹³.

• The Group’s share of the amortization of intangibles related to the Sanofi-Aventis merger had a negative impact on net income of 149 M€ in the first half 2008 and 148 M€ in the first half 2007.

Net income (Group share) was 8,334 M€ compared to 6,460 M€ in the first half 2007.

During the first half 2008, the Group bought back 16 million of its shares for 818 M€. There were 2,252.5 million fully-diluted shares outstanding on June 30, 2008 compared to 2,278.6 million on June 30, 2007. The Group continued to buy back shares in July 2008, acquiring 2.1 million shares for 107 M€.

Adjusted fully-diluted earnings per share, based on 2,253.4 million fully-diluted weighted-average shares rose to 3.10 euros compared to 2.67 euros in the first half 2007, an increase of 16%, which is greater than the increase in adjusted net income thanks to the share buyback.

Expressed in dollars, adjusted fully-diluted earnings per share increased by 33% to 4.74 in the first half 2008 from 3.55 in the first half 2007.

12	there were no special items affecting operating income from the business segments in the first half of 2007 and first half of 2008.
13	detail shown on page 17.

6

• Investments — divestments

Investments, excluding acquisitions and including net investments in equity affiliates and non-consolidated companies, were 4.6 B€ (7.0 B$) in the first half 2008 compared to 4.8 B€ (6.4 B$) in the first half 2007.

Acquisitions were 95 M€ in the first half 2008.

Asset sales in the first half 2008 were 195 M€.

Net investments¹⁴ were 7.0 B$ in the first half 2008.

• Cash flow

Cash flow from operating activities was 7,238 M€ in the first half 2008, a decrease of 27% compared to the first half 2007, mainly due to a significant increase in working capital requirements essentially linked to the sharp rise in hydrocarbon prices between the two periods.

Adjusted cash flow ¹⁵ was 9,129 M€, an increase of 5%.

Expressed in dollars, adjusted cash flow was 14.0 B$, an increase of 21%.

Net cash flow ¹⁶ was 2,651 M€ compared to 5,339 M€ in the first half 2007.

Expressed in dollars, net cash flow was 4.1 B$ in the first half 2008.

The net-debt-to-equity ratio was 25% on June 30, 2008 compared to 21% on March 31, 2008 and 26% on June 30, 2007 ¹⁷, in line with the targets of the Group.

14	net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies – asset sales + net financing for employees related to stock purchase plans.
15	adjusted cash flow = cash flow from operations at replacement cost before changes in working capital.
16	net cash flow = cash flow from operations + divestments – gross investments.
17	detail shown on page 18.

7

• Analysis of business segment results

Upstream

• Environment — liquids and gas price realizations *

						2Q08 vs								1H08 vs
2Q08		1Q08		2Q07		2Q07				1H08		1H07		1H07
	121.2		96.7		68.8		+76	%	Brent ($/b)		109.0		63.2		+72	%
	114.9		90.7		65.7		+75	%	Average liquids price ($/b)		102.8		60.2		+71	%
	7.29		6.67		4.94		+48	%	Average gas price ($/Mbtu)		6.97		5.32		+31	%
	87.3		70.5		52.5		+66	%	Average hydrocarbons price ($/boe)		78.8		49.9		+58	%

* consolidated subsidiaries, excluding fixed margin and buy-back contracts.

Total’s average realized liquids price increased in line with Brent by 75% and 71%, respectively, for the second quarter 2008 and the first half 2008 compared to the same periods in 2007.

The average realized price for Total’s natural gas increased by 48% compared to the second quarter 2007. For the first half 2008 compared to the first half 2007, the increase was 31%.

• Production

						2Q08 vs								1H08 vs
2Q08		1Q08		2Q07		2Q07			Hydrocarbon production	1H08		1H07		1H07
	2,353		2,426		2,322		+1	%	Combined production (kboe/d)		2,389		2,376		+1	%
	1,471		1,510		1,475		—		•     Liquids (kb/d)		1,491		1,513		-1	%
	4,772		4,989		4,599		+4	%	•     Gas (Mcf/d)		4,880		4,689		+4	%

In the second quarter 2008, hydrocarbon production was 2,353 thousand barrels of oil equivalent per day (kboe/d), an increase of 1.3% compared to the second quarter 2007, mainly as a result of :

• +3% of net growth, primarily from the start-ups and ramp-ups of major new fields, such as Dalia, Rosa and Dolphin,

• +1% for the absence of OPEC reductions,

• -2.5% for the price effect¹⁸,

• -0.5% for changes in the portfolio.

In the first half 2008, hydrocarbon production was 2,389 kboe/d, an increase of 0.5% compared to the first half 2007, mainly as a result of :

• +3.5% of net growth, primarily from the start-ups and ramp-ups of major new fields, such as Dalia, Rosa and Dolphin,

• -1% for the shutdown of Elgin-Franklin for nearly a month following an incident in the amine column,

• +1% for the absence of OPEC reductions,

• -2.5% for the price effect ¹⁸,

• -0.5% for changes in the portfolio.

¹⁸ impact of changing hydrocarbon prices on entitlement volumes.

8

• Results

						2Q08 vs								1H08 vs
2Q08		1Q08		2Q07		2Q07			in millions of euros	1H08		1H07		1H07
	6,964		6,423		4,440		+57	%	Adjusted operating income *		13,387		8,815		+52	%
	3,099		2,731		2,092		+48	%	Adjusted net operating income *		5,830		4,053		+44	%
	317		282		202		+57	%	•     includes income from equity affiliates		599		377		+59	%
	2,076		2,178		2,109		-2	%	Investments		4,254		4,098		+4	%
	565		107		191		x3.0		Divestments		672		364		+85	%
	3,643		4,251		3,312		+10	%	Cash flow from operating activities		7,894		7,647		+3	%
	3,904		3,845		3,011		+30	%	Adjusted cash flow		7,749		5,977		+30	%

* detail of adjustment items shown in business segment information.

Adjusted net operating income for the Upstream segment was 3,099 M€ in the second quarter 2008 compared to 2,092 M€ in the second quarter 2007, an increase of 48%.

Expressed in dollars, adjusted net operating income for the Upstream segment increased by 72%, mainly due to the increase in hydrocarbon prices.

Compared to the second quarter 2007, the increase in income from equity affiliates is due essentially to the change in the method of consolidation for PetroCedeno effective December 31, 2007 and increased contributions from LNG activities.

The effective tax rate for the Upstream segment was 61% compared to 62% in the first quarter 2008 and 60% in the second quarter 2007.

Adjusted net operating income for the Upstream segment in the first half 2008 was 5,830 M€ compared to 4,053 M€ in the first half 2007, an increase of 44%.

Expressed in dollars, adjusted net operating income for the Upstream segment rose by 3.5 B$, an increase of 66% mainly due to the increase in hydrocarbon prices.

The return on average capital employed (ROACE¹⁹) for the Upstream segment for the twelve months ended June 30, 2008 was 41%. For the twelve months ended March 31, 2008 it was 38% and for the full year 2007 it was 34%.

¹⁹ calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 19.

9

Downstream

• Refinery throughput and utilization rates *

									2Q08 vs										1H08 vs
2Q08			1Q08			2Q07			2Q07			Refinery throughput	1H08			1H07			1H07
	2,297			2,389			2,354			-2	%	Total refinery throughput (kb/d)		2,341			2,386			-2	%
	932			930			936			—		•     France		931			961			-3	%
	1,055			1,169			1,112			-5	%	•      Rest of Europe		1,111			1,139			-2	%
	310			290			306			+1	%	•      Rest of world		299			286			+5	%
												Utilization rates
	85	%		87	%		85	%				•      Based on crude only		86	%		86	%
	88	%		92	%		87	%				•      Based on crude and other feedstock		90	%		88	%

* includes share of CEPSA.

Second quarter 2008 refinery throughput decreased by 2% compared to the second quarter 2007. Excluding the impact of the November 2007 sale of the Milford Haven refinery in the UK, refinery throughput increased by 1%.

In the second quarter 2008 scheduled turnarounds resulted in a complete shutdown of the Leuna refinery and partial shutdowns of the Normandy and Grandpuits refineries.

In the second quarter 2007, there were scheduled partial turnarounds at the Donges, Antwerp, Vlissingen, and Flanders refineries.

In the first quarter 2008 there were scheduled partial turnarounds at the Grandpuits, Port Arthur, Flanders and Normandy refineries.

The second quarter 2008 utilization rate based on crude throughput was 85%, stable compared to the second quarter 2007 and lower compared to the first quarter 2008.

The utilization rate based on the throughput of crude and other feedstock increased compared to the second quarter 2007 but decreased compared to the first quarter of 2008.

The decrease in the utilization rates between the first and second quarters in 2008 is due essentially to the impact of the complete shutdown of the Leuna refinery.

• Results

										in millions of euros
							2Q08 vs									1H08 vs
2Q08			1Q08		2Q07		2Q07			except TRCV refining margins	1H08			1H07		1H07
	40.2			24.6		42.8		-6	%	European refining margin indicator — TRCV ($/t)		32.4			37.9		-15	%
	744			498		1,004		-26	%	Adjusted operating income *		1,242			1,977		-37	%
	587			311		755		-22	%	Adjusted net operating income *		898			1,463		-39	%
	15			2		75		-80	%	•      includes income from equity affiliates		17			138		-88	%
	514			294		401		+28	%	Investments		808			645		+25	%
	128			24		28		x4.6		Divestments		152			50		x3.0
	(1,391	)		1,168		1,432		na		Cash flow from operating activities		(223	)		3,337		na
	623			520		999		-38	%	Adjusted cash flow		1,143			2,038		-44	%

* detail of adjustment items shown in business segment information.

10

The TRCV European refinery indicator was 40.2 $/t in the second quarter 2008, a decrease of 6% compared to the second quarter 2007 and an increase of 63% compared to the first quarter 2008. Distillate margins rose to a high level, mainly due to sustained demand.

Adjusted net operating income for the Downstream segment was 587 M€ in the second quarter 2008, a decrease of 22% compared to the second quarter 2007 but an increase of 89% compared to the first quarter 2008.

Expressed in dollars, adjusted net operating income for the Downstream segment was 917 M$, a decrease of 10% compared to the second quarter 2007, mainly as a result of lower contributions from equity affiliates (essentially Wepec in China and CEPSA). Compared to the first quarter 2008, adjusted net operating income for the Downstream segment increased by 97%, driven by the improvement in European refinery margins.

Adjusted net operating income for the Downstream segment was 898 M€ in the first half 2008, a decrease of 39% compared to the first half 2007.

Expressed in dollars, adjusted net operating income from the Downstream segment decreased by 29% or 0.6 B$, reflecting generally the less favorable environment for refining and marketing.

The ROACE²⁰ for the Downstream segment for the twelve months ended June 30, 2008 was 16%. For the twelve months ended March 31, 2008 it was 19% and for the full year 2007 it was 21%.

²⁰ calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 19.

11

Chemicals

							2Q08 vs									1H08 vs
2Q08		1Q08			2Q07		2Q07			in millions of euros	1H08			1H07		1H07
	5,478		5,229			5,070		+8	%	Sales		10,707			10,065		+6	%
	3,632		3,420			3,202		+13	%	•     Base chemicals		7,052			6,353		+11	%
	1,846		1,809			1,868		-1	%	•     Specialties		3,655			3,712		-2	%
	78		198			312		-75	%	Adjusted operating income *		276			693		-60	%
	70		158			234		-70	%	Adjusted net operating income *		228			513		-56	%
	-23		61			110		na		•      Base chemicals		38			299		-87	%
	97		98			124		-22	%	•      Specialties		195			217		-10	%
	221		164			173		28	%	Investments		385			346		+11	%
	12		7			1		x12		Divestments		19			48		-60	%
	169		(202	)		254		-33	%	Cash flow from operating activities		(33	)		361		na
	152		266			302		-50	%	Adjusted cash flow		418			631		-34	%

* detail of adjustment items shown in business segment information.

Petrochemical margins were weak in the second quarter 2008, reflecting the squeeze of rapidly rising naphtha prices and weakening demand in the Atlantic Basin.

In the second quarter 2008, sales for the Chemicals segment were 5,478 M€.

Adjusted net operating income for the Chemicals segment was 70 M€, a decrease of 70% compared to the second quarter 2007.

The decrease in the results of the Base chemicals was due primarily to lower petrochemical margins, the impact of which was partially offset by the positive contribution from ethane-based production in Qatar.

The results of the Specialties continued to be satisfactory despite signs of weakening economic conditions and the depreciation of the dollar.

In the first half 2008, adjusted net operating income for the Chemicals segment was 228 M€ compared to 513 M€ in the first half 2007, a decrease of 56% resulting mainly from the weakness in the environment.

Expressed in dollars, the decrease was 49%, or 0.3 B$.

The ROACE²¹ for the Chemicals segment for the twelve months ended June 30, 2008 was 8%. For the twelve months ended March 31, 2008 it was 10% and for the full year 2007 it was 12%.

²¹ calculated based on adjusted net operating income and average capital employed, using replacement cost, as shown on page 19.

12

• Cancellation of outstanding shares

The Board of Directors met on July 31, 2008 and approved the cancellation of the 30,000,000 shares bought in 2007. The share capital has been adjusted to 5,926,006,207.50 euros represented by 2,370,402,483 shares with a par value of 2.5 €.

• TOTAL S.A. – parent company accounts

Net income for TOTAL S.A., the parent company, was 3,083 M€ in the first half of 2008 compared to 2,804 M€ in the first half of 2007.

• Summary and outlook

The ROACE for the twelve months ended June 30, 2008 was 25% for the Group and 29% for the business segments compared respectively to 26% and 28% for the twelve months ended March 31, 2008 and 24% and 27% for the full year 2007.
Return on equity for the twelve months ended June 30, 2008 was 30%.

In the first half 2008, implementation of the ambitious investment program progressed as planned.

The Group maintains its net-debt-to-equity ratio within the 20-30% band.

Since the start of the third quarter 2008, oil prices have remained at high levels. European refining margins have retreated compared to the average level of the second quarter, but distillate margins are still attractive. Petrochemical margins continue to be hurt by high naphtha prices and weak demand in the Atlantic Basin.

Moho Bilondo in offshore Congo and Jura in the UK North Sea are expected to ramp up gradually over the coming months. Production from Al Jurf in Libya is expected to be restored in the fourth quarter.

The Group plans to continue to adapt its refining and petrochemicals activities to new market trends, notably by improving the energy efficiency of its facilities, by responding to the growing demand for diesel and by managing its surplus of gasoline in Europe.

With a solid portfolio of assets, Total is well positioned to continue to benefit from this volatile but favorable oil market environment.

¨ ¨ ¨

To listen to CFO Patrick de la Chevardière’s conference call with financial analysts today at 15:00 (Paris time) please log on to www.total.com or call +44 (0)203 043 2441 in Europe or +1 866 907 5924 in the U.S. (access code : Total). For a replay through August 15, please consult the website or call +44 (0)207 075 3214 in Europe or 1 866 828 2261 in the US (code : 220 511).

13

This document does not constitute the Financial Report for the first half 2008 which will be separately published, in accordance with article L.451-1-2 III of the French Code monétaire et financier, and is available on our web site www.total.com or upon request at the company’s headquarters.

The June 30, 2008 notes to the condensed consolidated accounts are available on the Total web site (www.total.com). This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business, strategy and plans of Total. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including currency fluctuations, the price of petroleum products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, environmental regulatory considerations and general economic and business conditions. Total does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors which could affect the company’s financial results is provided in documents filed by the Group and its affiliates with the French Autorité des Marchés Financiers and the US Securities and Exchange Commission.

Business segment information is presented in accordance with the Group internal reporting system used by the Chief operating decision maker to measure performance and allocate resources internally. Due to their particular nature or significance, certain transactions qualified as “special items” are excluded from the business segment figures. In general, special items relate to transactions that are significant, infrequent or unusual. However, in certain instances, certain transactions such as restructuring costs or assets disposals, which are not considered to be representative of normal course of business, may be qualified as special items although they may have occurred within prior years or are likely to recur within following years.

The adjusted results of the Downstream and Chemical segments are also presented according to the replacement cost method. This method is used to assess the segments’ performance and ensure the comparability of the segments’ results with those of its competitors, mainly North American.

In the replacement cost method, which approximates the LIFO (Last-In, First-Out) method, the variation of inventory values in the income statement is determined by the average price of the period rather than the historical value. The inventory valuation effect is the difference between the results according to FIFO (First-In, First-Out) and replacement cost.

In this framework, performance measures such as adjusted operating income, adjusted net operating income and adjusted net income are defined as incomes using replacement cost, adjusted for special items and excluding Total’s equity share of the amortization of intangibles related to the Sanofi-Aventis merger. They are meant to facilitate the analysis of the financial performance and the comparison of income between periods.

Dollar amounts presented herein represent euro amounts converted at the average euro-dollar exchange rate for the applicable period and are not the result of financial statements prepared in dollars.

14

Operating information by segment
Second quarter and first half 2008

• Upstream

						2Q08 vs			Combined liquids and gas					1H08 vs
2Q08		1Q08		2Q07		2Q07			production by region (kboe/d)	1H08		1H07		1H07
	601		626		644		-7	%	Europe		614		695		-12	%
	796		851		795		—		Africa		822		790		+4	%
	14		15		21		-33	%	North America		15		24		-37	%
	246		251		247		—		Far East		249		251		-1	%
	433		438		359		+21	%	Middle East		435		380		+14	%
	236		217		243		-3	%	South America		226		225		—
	27		28		13		x2.1		Rest of world		28		11		x2.5
	2,353		2,426		2,322		+1	%	Total production		2,389		2,376		+1	%
	418		396		310		+35	%	Includes equity and non-consolidated affiliates		407		325		+25	%

						2Q08 vs								1H08 vs
2Q08		1Q08		2Q07		2Q07			Liquids production by region (kb/d)	1H08		1H07		1H07
	299		299		315		-5	%	Europe		299		344		-13	%
	667		716		670		—		Africa		691		675		+2	%
	11		11		15		-27	%	North America		11		16		-31	%
	27		27		28		-4	%	Far East		27		29		-7	%
	331		335		308		+7	%	Middle East		333		324		+3	%
	125		110		130		-4	%	South America		118		116		+2	%
	11		12		9		+22	%	Rest of world		12		9		+33	%
	1,471		1,510		1,475		—		Total production		1,491		1,513		-1	%
	366		339		262		+40	%	Includes equity and non-consolidated affiliates		353		272		+30	%

15

						2Q08 vs								1H08 vs
2Q08		1Q08		2Q07		2Q07			Gas production by region (Mcf/d)	1H08		1H07		1H07
	1,639		1,775		1,785		-8	%	Europe		1,707		1,901		-10	%
	667		690		640		+4	%	Africa		678		591		+15	%
	19		23		33		-42	%	North America		21		39		-46	%
	1,210		1,245		1,228		-1	%	Far East		1,228		1,244		-1	%
	548		580		267		x2.1		Middle East		564		296		x1.9
	610		589		625		-2	%	South America		600		602		—
	79		87		21		x3.8		Rest of world		82		16		x5.1
	4,772		4,989		4,599		+4	%	Total production		4,880		4,689		+4	%
	281		306		255		+10	%	Includes equity and non-consolidated affiliates		294		284		+4	%

2Q08 vs

1H08 vs

2Q08

1Q08

2Q07

2Q07

Liquefied natural gas

1H08

1H07

1H07

2.21

2.36

2.18

+1

%

LNG sales* (Mt)**

4.57

4.43

+3

%

*	sales, Group share, excluding trading.
**	1 Mt/y = approx. 133 Mcf/d.

• Downstream

							2Q08 vs									1H08 vs
2Q08		1Q08		2Q07			2Q07			Refined products sales by region (kb/d)*	1H08		1H07			1H07
	1,999		2,144		2,185			-9	%	Europe		2,071		2,244			-8	%
	280		280		283			-1	%	Africa		280		283			-1	%
	220		156		153	**		+44	%	Americas		188		120	**		+57	%
	143		145		144			-1	%	Rest of world		144		141			+2	%
	2,642		2,725		2,765	**		-4	%	Total consolidated sales		2,683		2,788	**		-4	%
	956		944		1,010			-5	%	Trading		950		922			+3	%
	3,598		3,669		3,775	**		-5	%	Total refined product sales		3,633		3,710	**		-2	%

*	includes share of CEPSA.
**	the method of calculating volumes for Port Arthur was changed effective in 2008

16

Adjustment items

• Adjustments to operating income from business segments

2Q08		1Q08		2Q07		in millions of euros	1H08		1H07
	—		—		—	Special items affecting operating income from the business segments				—
	—		—		—	•     Restructuring charges				—
	—		—		—	•      Impairments				—
	—		—		—	•      Other				—
	1,687		375		719	Pre-tax inventory effect : FIFO vs. replacement cost		2,062		893
	1,687		375		719	Total adjustments affecting operating income from the business segments		2,062		893

• Adjustments to net income (Group share)

2Q08			1Q08			2Q07			in millions of euros	1H08			1H07
	(67	)		145			(100	)	Special items affecting net income (Group share)		78			(100	)
	—			—			—		•      Equity share of special items recorded by Sanofi-Aventis		—			—
	2			145			—		•      Gain on asset sales		147			—
	(44	)		—			—		•      Restructuring charges		(44	)		—
	—			—			—		•      Impairments		—			—
	(25	)		—			(100	)	•      Other		(25	)		(100	)
	(78	)		(71	)		(72	)	Adjustment related to the Sanofi-Aventis merger* (share of amortization of intangible assets)		(149	)		(148	)
	1,154			274			483		After-tax inventory effect : FIFO vs. replacement cost		1,428			616
	1,009			348			311		Total adjustments to net income		1,357			368

* based on Total’s share in Sanofi-Aventis of 13% at 6/30/2008, 3/31/2008, and 6/30/2007

Investments — Divestments

							2Q08 vs									1H08 vs
2Q08			1Q08		2Q07		2Q07			in millions of euros	1H08			1H07		1H07
	2,091			2,498		2,520		-17	%	Investments excluding acquisitions*		4,589			4,796		-4	%
	205			172		161		+27	%	•     Capitalized exploration		377			403		-6	%
	(522	)		112		20	na			•     Net investments in equity affiliates and non-consolidated companies		(410	)		64	na
	47			48		56		-16	%	Acquisitions		95			67		+42	%
	120			75		82		+46	%	Asset sales		195			173		+13	%
	2,142			2,445		2,468		-13	%	Net investments**		4,587			4,638		-1	%

*	includes net investments in equity affiliates and non-consolidated companies.
**	net investments = investments including acquisitions and net investments in equity affiliates and non-consolidated companies - asset sales + net financing for employees related to stock purchase plans.

17

Net-debt-to equity ratio

in millions of euros	6/30/2008			3/31/2008			6/30/2007
Current borrowings		4,795			4,861			9,809
Net current financial assets		(49	)		(238	)		(10,790	)
Non-current financial debt		14,777			13,388			15,045
Hedging instruments of non-current debt		(540	)		(651	)		(287	)
Cash and cash equivalents		(7,245	)		(8,341	)		(2,858	)
Net debt		11,738			9,019			10,919
Shareholders equity		48,273			45,750			43,657
Estimated dividend payable*		(2,315	)		(3,537	)		(2,110	)
Minority interests		855			833			817
Equity		46,813			43,046			42,364
Net-debt-to-equity ratio		25.1	%		21.0	%		25.8	%

* for 6/30/2008, based on a dividend of 2.07 €/share of 2.5 € of par value

Effective tax rates

2Q08			1Q08			2Q07			Average tax rates *	1H08			1H07
	61.2	%		62.3	%		59.9	%	Upstream		61.8	%		60.1	%
	57.8	%		59.4	%		54.0	%	Group		58.6	%		54.0	%

* tax on adjusted net operating income / (adjusted net operating income – income from affiliates, dividends received from investments, and impairments of acquisition goodwill + tax on adjusted net operating income).

2008 Sensitivities*

Impact on adjusted

Impact on adjusted

operating income

net operating

Scenario

Change

(e)

income (e)

€— $

1.50

$/€

+0.1

$per€

-1.5

B€

-0.8

B€

Brent

80

$/b

+1

$/b

+0.28 B€/ 0.42

B$

+0.12 B€/ 0.18

B$

European refining margins TRCV

33

$/t

+1

$/t

+0.08 B€/ 0.12

B$

+0.05 B€/ 0.08

B$

* sensitivities revised once per year upon publication of the previous year fourth quarter results. The impact of the €-$ sensitivity on the adjusted operating income and the adjusted net operating income attributable to the Upstream segment are approximately 70% and 60% respectively, and the remaining impact of the €-$ sensitivity is essentially split between the Downstream and Chemicals segments.

18

Return on average capital employed

•   For the twelve months ended June 30, 2008

in millions of euros	Upstream			Downstream			Chemicals**			Segments			Group
Adjusted net operating income		10,626			1,970			562			13,158			13,810
Capital employed at 6/30/2007*		25,218			11,204			7,264			43,686			52,645
Capital employed at 6/30/2008*		26,676			13,491			7,394			47,561			56,107
ROACE		41.0	%		16.0	%		7.7	%		28.8	%		25.4	%

*	at replacement cost (excluding after-tax inventory effect).
**	capital employed for Chemicals reduced for the Toulouse-AZF provision of 146 M€ pre-tax at 6/30/2007 and 126 M€ pre-tax at 6/30/2008.

• For the twelve months ended March 31, 2008

in millions of euros	Upstream			Downstream			Chemicals**			Segments			Group
Adjusted net operating income		9,619			2,138			726			12,483			13,147
Capital employed at 3/31/2007*		24,808			11,442			7,129			43,379			50,773
Capital employed at 3/31/2008*		25,731			11,415			7,266			44,412			52,015
ROACE		38.1	%		18.7	%		10.1	%		28.4	%		25.6	%

*	at replacement cost (excluding after-tax inventory effect).
**	capital employed for Chemicals reduced for the Toulouse-AZF provision of 153 M€ pre-tax at 3/31/2007 and 129 M€ pre-tax at 3/31/2008.

•   For the twelve months ended December 31, 2007

in millions of euros	Upstream			Downstream			Chemicals**			Segments			Group
Adjusted net operating income		8,849			2,535			847			12,231			12,881
Capital employed at 12/31/2006*		25,543			12,384			6,920			44,847			52,263
Capital employed at 12/31/2007*		27,062			12,190			7,033			46,285			54,158
ROACE		33.6	%		20.6	%		12.1	%		26.8	%		24.2	%

*	at replacement cost (excluding after-tax inventory effect).
**	capital employed for Chemicals reduced for the Toulouse-AZF provision of 176 M€ pre-tax at 12/31/2006 and 134 M€ pre-tax at 12/31/2007.

19

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

	2nd quarter			1st quarter			2nd quarter
(M€) (a)	2008			2008			2007
Sales		48,200			44,213			39,094
Excise taxes		(4,900	)		(4,926	)		(5,595	)
Revenues from sales		43,300			39,287			33,499
Purchases, net of inventory variation		(27,958	)		(25,619	)		(21,385	)
Other operating expenses		(4,439	)		(4,832	)		(4,139	)
Exploration costs		(203	)		(190	)		(255	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,384	)		(1,294	)		(1,365	)
Other income		15			153			60
Other expense		(121	)		(48	)		(102	)
Financial interest on debt		(204	)		(257	)		(447	)
Financial income from marketable securities and cash equivalents		113			129			337
Cost of net debt		(91	)		(128	)		(110	)
Other financial income		229			116			209
Other financial expense		(80	)		(71	)		(74	)
Income taxes		(4,931	)		(4,217	)		(3,292	)
Equity in income (loss) of affiliates		538			546			449
Consolidated net income		4,875			3,703			3,495
Group share *		4,732			3,602			3,411
Minority interests		143			101			84
Earnings per share (euros)		2.12			1.61			1.51
Fully-diluted earnings per share (euros) ***		2.10			1.60			1.50
* Adjusted net income		3,723			3,254			3,100
** Adjusted fully-diluted earnings per share (euros)		1.65			1.44			1.36

(a) Except for earnings per share.

CONSOLIDATED STATEMENT OF INCOME

TOTAL

(unaudited)

	1st half			1st half
(M€) (a)	2008			2007
Sales		92,413			76,137
Excise taxes		(9,826	)		(10,961	)
Revenues from sales		82,587			65,176
Purchases, net of inventory variation		(53,577	)		(41,094	)
Other operating expenses		(9,271	)		(8,791	)
Exploration costs		(393	)		(469	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(2,678	)		(2,665	)
Other income		168			156
Other expense		(169	)		(166	)
Financial interest on debt		(461	)		(877	)
Financial income from marketable securities and cash equivalents		242			631
Cost of net debt		(219	)		(246	)
Other financial income		345			337
Other financial expense		(151	)		(141	)
Income taxes		(9,148	)		(6,382	)
Equity in income (loss) of affiliates		1,084			918
Consolidated net income		8,578			6,633
Group share *		8,334			6,460
Minority interests		244			173
Earnings per share (euros)		3.72			2.86
Fully-diluted earnings per share (euros) **		3.70			2.83
* Adjusted net income		6,977			6,092
** Adjusted fully-diluted earnings per share (euros)		3.10			2.67

(a) Except for earnings per share

CONSOLIDATED BALANCE SHEET

TOTAL

	June 30, 2008			March 31, 2008						June 30, 2007
(M€)	(unaudited)			(unaudited)			December 31, 2007			(unaudited)
ASSETS
Non-current assets
Intangible assets, net		4,381			4,374			4,650			4,729
Property, plant and equipment, net		41,756			40,436			41,467			42,090
Equity affiliates : investments and loans		14,524			15,039			15,280			13,619
Other investments		1,246			1,215			1,291			1,385
Hedging instruments of non-current financial debt		540			651			460			287
Other non-current assets		2,179			2,066			2,155			1,801
Total non-current assets		64,626			63,781			65,303			63,911
Current assets
Inventories, net		17,185			13,892			13,851			12,009
Accounts receivable, net		21,856			18,664			19,129			17,024
Other current assets		9,644			8,261			8,006			7,155
Current financial assets		223			403			1,264			10,883
Cash and cash equivalents		7,245			8,341			5,988			2,858
Total current assets		56,153			49,561			48,238			49,929
Total assets		120,779			113,342			113,541			113,840
LIABILITIES & SHAREHOLDERS’ EQUITY
Shareholders’ equity
Common shares		6,003			5,990			5,989			5,983
Paid-in surplus and retained earnings		55,024			52,376			48,797			44,238
Currency translation adjustment		(6,483	)		(6,653	)		(4,396	)		(1,885	)
Treasury shares		(6,271	)		(5,963	)		(5,532	)		(4,679	)
Total shareholders’ equity — Group share		48,273			45,750			44,858			43,657
Minority interests		855			833			842			817
Total shareholders’ equity		49,128			46,583			45,700			44,474
Non-current liabilities
Deferred income taxes		7,748			7,840			7,933			7,442
Employee benefits		2,533			2,489			2,527			2,814
Other non-current liabilities		6,567			6,431			6,843			6,359
Total non-current liabilities		16,848			16,760			17,303			16,615
Non-current financial debt		14,777			13,388			14,876			15,045
Current liabilities
Accounts payable		19,297			17,240			18,183			14,418
Other creditors and accrued liabilities		15,760			14,345			12,806			13,386
Current borrowings		4,795			4,861			4,613			9,809
Other current financial liabilities		174			165			60			93
Total current liabilities		40,026			36,611			35,662			37,706
Total liabilities and shareholders’ equity		120,779			113,342			113,541			113,840

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

	2nd quarter			1st quarter			2nd quarter
(M€)	2008			2008			2007
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income		4,875			3,703			3,495
Depreciation, depletion and amortization		1,482			1,405			1,495
Non-current liabilities, valuation allowances and deferred taxes		32			11			315
Impact of coverage of pension benefit plans		—			—			—
(Gains) Losses on disposals of assets		(15	)		(153	)		(66	)
Undistributed affiliates’ equity earnings		104			(302	)		1
(Increase) Decrease in operating assets and liabilities		(4,563	)		610			(1,693	)
Other changes, net		7			42			42
Cash flow from operating activities		1,922			5,316			3,589
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions		(2,619	)		(2,327	)		(2,509	)
Acquisitions of subsidiaries, net of cash acquired		—			—			—
Investments in equity affiliates and other securities		(41	)		(107	)		(47	)
Increase in non-current loans		(208	)		(209	)		(134	)
Total expenditures		(2,868	)		(2,643	)		(2,690	)
Proceeds from disposal of intangible assets and property, plant and equipment		16			6			18
Proceeds from disposal of subsidiaries, net of cash sold		84			—			—
Proceeds from disposal of non-current investments		20			69			64
Repayment of non-current loans		606			123			140
Total divestments		726			198			222
Cash flow used in investing activies		(2,142	)		(2,445	)		(2,468	)
CASH FLOW FROM (USED IN) FINANCING ACTIVITIES
Issuance (Repayment) of shares:
- Parent company shareholders		233			9			10
- Treasury shares		(284	)		(427	)		(295	)
- Minority shareholders		—			(9	)		—
Cash dividends paid to:
- Parent company shareholders		(2,404	)		—			(2,262	)
- Minority shareholders		(127	)		(1	)		(133	)
Net issuance (repayment) of non-current debt		1,562			503			1,309
Increase (Decrease) in current borrowings		55			(887	)		(135	)
Increase (Decrease) in current financial assets and liabilities		(18	)		835			138
Other changes, net		—			—			—
Cash flow from (used in) financing activities		(983	)		23			(1,368	)
Net increase (decrease) in cash and cash equivalents		(1,203	)		2,894			(247	)
Effect of exchange rates and changes in scope of consolidation		107			(541	)		143
Cash and cash equivalents at the beginning of the period		8,341			5,988			2,962
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		7,245			8,341			2,858

CONSOLIDATED STATEMENT OF CASH FLOW

TOTAL

(unaudited)

	1st half			1st half
(M€)	2008			2007
CASH FLOW FROM OPERATING ACTIVITIES
Consolidated net income		8,578			6,633
Depreciation, depletion and amortization		2,887			2,933
Non-current liabilities, valuation allowances and deferred taxes		43			288
Impact of coverage of pension benefit plans		—			—
(Gains) Losses on disposals of assets		(168	)		(141	)
Undistributed affiliates’ equity earnings		(198	)		(329	)
(Increase) Decrease in operating assets and liabilities		(3,953	)		405
Other changes, net		49			188
Cash flow from operating activities		7,238			9,977
CASH FLOW USED IN INVESTING ACTIVITIES
Intangible assets and property, plant and equipment additions		(4,946	)		(4,632	)
Acquisitions of subsidiaries, net of cash acquired		—			(20	)
Investments in equity affiliates and other securities		(148	)		(147	)
Increase in non-current loans		(417	)		(305	)
Total expenditures		(5,511	)		(5,104	)
Proceeds from disposal of intangible assets and property, plant and equipment		22			90
Proceeds from disposal of subsidiaries, net of cash sold		84			—
Proceeds from disposal of non-current investments		89			83
Repayment of non-current loans		729			293
Total divestments		924			466
Cash flow used in investing activies		(4,587	)		(4,638	)
CASH FLOW USED IN FINANCING ACTIVITIES
Issuance (Repayment) of shares:
- Parent company shareholders		242			15
- Treasury shares		(711	)		(568	)
- Minority shareholders		(9	)		—
Cash dividends paid to:
- Parent company shareholders		(2,404	)		(2,262	)
- Minority shareholders		(128	)		(162	)
Net issuance (repayment) of non-current debt		2,065			2,413
Increase (Decrease) in current borrowings		(832	)		2,507
Increase (Decrease) in current financial assets and liabilities		817			(6,968	)
Other changes, net		—			—
Cash flow used in financing activities		(960	)		(5,025	)
Net increase (decrease) in cash and cash equivalents		1,691			314
Effect of exchange rates and changes in scope of consolidation		(434	)		51
Cash and cash equivalents at the beginning of the period		5,988			2,493
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD		7,245			2,858

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

TOTAL

(unaudited)

							Paid-in
							surplus and			Currency
	Common shares issued						retained			translation			Treasury shares						Shareholders’			Minority			Total
(M€)	Number			Amount			earnings			adjustment			Number			Amount			equity			interests			equity
As of January 1, 2007		2,425,767,953			6,064			41,460			(1,383	)		(161,200,707	)		(5,820	)		40,321			827			41,148
Net income for the first half		—			—			6,460			—			—			—			6,460			173			6,633
Items recognized directly in equity		—			—			108			(502	)		—			—			(394	)		(21	)		(415	)
Total excluding transactions with shareholders		—			—			6,568			(502	)		—			—			6,066			152			6,218
Dividend paid		—			—			(2,262	)		—			—			—			(2,262	)		(162	)		(2,424	)
Issuance of common shares		549,873			1			14			—			—			—			15			—			15
Purchase of treasury shares		—			—			—			—			(14,000,000	)		(755	)		(755	)		—			(755	)
Sale of treasury shares (a)		—			—			28			—			5,052,289			162			190			—			190
Share-based payments		—			—			82			—			—			—			82			—			82
Transactions with shareholders		549,873			1			(2,138	)		—			(8,947,711	)		(593	)		(2,730	)		(162	)		(2,892	)
Share cancellation		(33,005,000	)		(82	)		(1,652	)		—			33,005,000			1,734			—			—			—
As of June 30, 2007		2,393,312,826			5,983			44,238			(1,885	)		(137,143,418	)		(4,679	)		43,657			817			44,474
Net income for the second half		—			—			6,721			—			—			—			6,721			181			6,902
Items recognized directly in equity		—			—			9			(2,511	)		—			—			(2,502	)		(90	)		(2,592	)
Total excluding transactions with shareholders		—			—			6,730			(2,511	)		—			—			4,219			91			4,310
Dividend paid		—			—			(2,248	)		—			—			—			(2,248	)		(66	)		(2,314	)
Issuance of common shares		2,219,271			6			68			—			—			—			74			—			74
Purchase of treasury shares		—			—			—			—			(18,387,355	)		(1,032	)		(1,032	)		—			(1,032	)
Sale of treasury shares (a)		—			—			(105	)		—			4,109,541			179			74			—			74
Share-based payments		—			—			114			—			—			—			114			—			114
Transactions with shareholders		2,219,271			6			(2,171	)		—			(14,277,814	)		(853	)		(3,018	)		(66	)		(3,084	)
Share cancellation		—			—			—			—			—			—			—			—			—
As of December 31, 2007		2,395,532,097			5,989			48,797			(4,396	)		(151,421,232	)		(5,532	)		44,858			842			45,700
Net income for the first half		—			—			8,334			—			—			—			8,334			244			8,578
Items recognized directly in equity		—			—			(43	)		(2,087	)		—			—			(2,130	)		(103	)		(2,233	)
Total excluding transactions with shareholders		—			—			8,291			(2,087	)		—			—			6,204			141			6,345
Dividend paid		—			—			(2,404	)		—			—			—			(2,404	)		(128	)		(2,532	)
Issuance of common shares		5,678,338			14			228			—			—			—			242			—			242
Purchase of treasury shares		—			—			—			—			(16,000,000	)		(818	)		(818	)		—			(818	)
Sale of treasury shares (a)		—			—			28			—			2,679,805			79			107			—			107
Share-based payments		—			—			84			—			—			—			84			—			84
Transactions with shareholders		5,678,338			14			(2,064	)		—			(13,320,195	)		(739	)		(2,789	)		(128	)		(2,917	)
Share cancellation		—			—			—			—			—			—			—			—			—
As of June 30, 2008		2,401,210,435			6,003			55,024			(6,483	)		(164,741,427	)		(6,271	)		48,273			855			49,128

(a) Treasury shares related to the stock option purchase plans and restricted stock grants

BUSINESS SEGMENT INFORMATION
TOTAL
(unaudited)

2nd quarter 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		5,739			36,990			5,478			(7	)		—			48,200
Intersegment sales		7,862			1,497			449			37			(9,845	)		—
Excise taxes		—			(4,900	)		—			—			—			(4,900	)
Revenues from sales		13,601			33,587			5,927			30			(9,845	)		43,300
Operating expenses		(5,679	)		(31,095	)		(5,491	)		(180	)		9,845			(32,600	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(958	)		(291	)		(128	)		(7	)		—			(1,384	)
Operating income		6,964			2,201			308			(157	)		—			9,316
Equity in income (loss) of affiliates and other items		439			20			(11	)		133			—			581
Tax on net operating income		(4,304	)		(651	)		(88	)		78			—			(4,965	)
Net operating income		3,099			1,570			209			54			—			4,932
Net cost of net debt																	(57	)
Minority interests																	(143	)
Net income																	4,732

2nd quarter 2008 (adjustments)*
(M€)	Upstream		Downstream			Chemicals			Corporate			Intercompany	Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—		1,457			230			—				1,687
Depreciation, depletion, and amortization of tangible assets and mineral interests		—		—			—			—				—
Operating income (a)		—		1,457			230			—				1,687
Equity in income (loss) of affiliates and other items (b)		—		(10	)		(22	)		(96	)			(128	)
Tax on net operating income		—		(464	)		(69	)		—				(533	)
Net operating income (a)		—		983			139			(96	)			1,026
Net cost of net debt														—
Minority interests														(17	)
Net income														1,009
(*)   Adjustments include special items, inventory valuation effect and equity share of amortization of intangible assets related to the Sanofi-Aventis merger
(a)   Of which inventory valuation effect
On operating income		—		1,457			230			—
On net operating income		—		1,018			153			—
(b)   Of which equity share of amortization of intangible assets related to the Sanofi-Aventis merger		—		—			—			(78	)

2nd quarter 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		5,739			36,990			5,478			(7	)		—			48,200
Intersegment sales		7,862			1,497			449			37			(9,845	)		—
Excise taxes		—			(4,900	)		—			—			—			(4,900	)
Revenues from sales		13,601			33,587			5,927			30			(9,845	)		43,300
Operating expenses		(5,679	)		(32,552	)		(5,721	)		(180	)		9,845			(34,287	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(958	)		(291	)		(128	)		(7	)		—			(1,384	)
Adjusted operating income		6,964			744			78			(157	)		—			7,629
Equity in income (loss) of affiliates and other items		439			30			11			229			—			709
Tax on net operating income		(4,304	)		(187	)		(19	)		78			—			(4,432	)
Adjusted net operating income		3,099			587			70			150			—			3,906
Net cost of net debt																	(57	)
Minority interests																	(126	)
Ajusted net income																	3,723

2nd quarter 2008
(M€)	Upstream		Downstream			Chemicals		Corporate			Intercompany	Total
Total expenditures		2,076		514			221		57				2,868
Total divestments		565		128			12		21				726
Cash flow from operating activities		3,643		(1,391	)		169		(499	)			1,922

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st quarter 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		6,196			32,780			5,229			8			—			44,213
Intersegment sales		6,118			1,553			257			33			(7,961	)		—
Excise taxes		—			(4,926	)		—			—			—			(4,926	)
Revenues from sales		12,314			29,407			5,486			41			(7,961	)		39,287
Operating expenses		(5,018	)		(28,251	)		(5,157	)		(176	)		7,961			(30,641	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(873	)		(285	)		(129	)		(7	)		—			(1,294	)
Operating income		6,423			871			200			(142	)		—			7,352
Equity in income (loss) of affiliates and other items		465			(33	)		14			250			—			696
Tax on net operating income		(4,027	)		(247	)		(55	)		72			—			(4,257	)
Net operating income		2,861			591			159			180			—			3,791
Net cost of net debt																	(88	)
Minority interests																	(101	)
Net income																	3,602

1st quarter 2008 (adjustments*)
(M€)	Upstream		Downstream			Chemicals			Corporate			Intercompany	Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—		373			2			—				375
Depreciation, depletion, and amortization of tangible assets and mineral interests		—		—			—			—				—
Operating income (a)		—		373			2			—				375
Equity in income (loss) of affiliates and other items (b)		130		25			—			(56	)			99
Tax on net operating income		—		(118	)		(1	)		—				(119	)
Net operating income (a)		130		280			1			(56	)			355
Net cost of net debt														—
Minority interests														(7	)
Net income														348
(*)   Adjustments include special items, inventory valuation effect and equity share of amortization of intangible assets related to the Sanofi-Aventis merger
(a)   Of which inventory valuation effect
On operating income		—		373			2			—
On net operating income		—		280			1			—
(b)   Of which equity share of amortization of intangible assets related to the Sanofi-Aventis merger		—		—			—			(71	)

1st quarter 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		6,196			32,780			5,229			8			—			44,213
Intersegment sales		6,118			1,553			257			33			(7,961	)		—
Excise taxes		—			(4,926	)		—			—			—			(4,926	)
Revenues from sales		12,314			29,407			5,486			41			(7,961	)		39,287
Operating expenses		(5,018	)		(28,624	)		(5,159	)		(176	)		7,961			(31,016	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(873	)		(285	)		(129	)		(7	)		—			(1,294	)
Adjusted operating income		6,423			498			198			(142	)		—			6,977
Equity in income (loss) of affiliates and other items		335			(58	)		14			306			—			597
Tax on net operating income		(4,027	)		(129	)		(54	)		72			—			(4,138	)
Adjusted net operating income		2,731			311			158			236			—			3,436
Net cost of net debt																	(88	)
Minority interests																	(94	)
Ajusted net income																	3,254

1st quarter 2008
(M€)	Upstream		Downstream		Chemicals			Corporate		Intercompany	Total
Total expenditures		2,178		294		164			7			2,643
Total divestments		107		24		7			60			198
Cash flow from operating activities		4,251		1,168		(202	)		99			5,316

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

2nd quarter 2007
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		4,456			29,562			5,070			6			—			39,094
Intersegment sales		5,073			1,201			269			25			(6,568	)		—
Excise taxes		—			(5,595	)		—			—			—			(5,595	)
Revenues from sales		9,529			25,168			5,339			31			(6,568	)		33,499
Operating expenses		(4,148	)		(23,244	)		(4,812	)		(143	)		6,568			(25,779	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(941	)		(297	)		(119	)		(8	)		—			(1,365	)
Operating income		4,440			1,627			408			(120	)		—			6,355
Equity in income (loss) of affiliates and other items		397			72			14			59			—			542
Tax on net operating income		(2,745	)		(519	)		(123	)		51			—			(3,336	)
Net operating income		2,092			1,180			299			(10	)		—			3,561
Net cost of net debt																	(66	)
Minority interests																	(84	)
Net income																	3,411

2nd quarter 2007 (adjustments*)
(M€)	Upstream		Downstream			Chemicals			Corporate			Intercompany	Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—		623			96			—				719
Depreciation, depletion, and amortization of tangible assets and mineral interests		—		—			—			—				—
Operating income (a)		—		623			96			—				719
Equity in income (loss) of affiliates and other items (b)		—		6			1			(172	)			(165	)
Tax on net operating income		—		(204	)		(32	)		—				(236	)
Net operating income (a)		—		425			65			(172	)			318
Net cost of net debt														—
Minority interests														(7	)
Net income														311
(*)   Adjustments include special items, inventory valuation effect and equity share of amortization of intangible assets related to the Sanofi-Aventis merger
(a)   Of which inventory valuation effect
On operating income		—		623			96			—
On net operating income		—		425			65			—
(b)   Of which equity share of amortization of intangible assets related to the Sanofi-Aventis merger		—		—			—			(72	)

2nd quarter 2007 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		4,456			29,562			5,070			6			—			39,094
Intersegment sales		5,073			1,201			269			25			(6,568	)		—
Excise taxes		—			(5,595	)		—			—			—			(5,595	)
Revenues from sales		9,529			25,168			5,339			31			(6,568	)		33,499
Operating expenses		(4,148	)		(23,867	)		(4,908	)		(143	)		6,568			(26,498	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(941	)		(297	)		(119	)		(8	)		—			(1,365	)
Adjusted operating income		4,440			1,004			312			(120	)		—			5,636
Equity in income (loss) of affiliates and other items		397			66			13			231			—			707
Tax on net operating income		(2,745	)		(315	)		(91	)		51			—			(3,100	)
Adjusted net operating income		2,092			755			234			162			—			3,243
Net cost of net debt																	(66	)
Minority interests																	(77	)
Ajusted net income																	3,100

2nd quarter 2007
(M€)	Upstream		Downstream		Chemicals		Corporate			Intercompany	Total
Total expenditures		2,109		401		173		7				2,690
Total divestments		191		28		1		2				222
Cash flow from operating activities		3,312		1,432		254		(1,409	)			3,589

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st half 2008
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		11,935			69,770			10,707			1			—			92,413
Intersegment sales		13,980			3,050			706			70			(17,806	)		—
Excise taxes		—			(9,826	)		—			—			—			(9,826	)
Revenues from sales		25,915			62,994			11,413			71			(17,806	)		82,587
Operating expenses		(10,697	)		(59,346	)		(10,648	)		(356	)		17,806			(63,241	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,831	)		(576	)		(257	)		(14	)		—			(2,678	)
Operating income		13,387			3,072			508			(299	)		—			16,668
Equity in income (loss) of affiliates and other items		904			(13	)		3			383			—			1,277
Tax on net operating income		(8,331	)		(898	)		(143	)		150			—			(9,222	)
Net operating income		5,960			2,161			368			234			—			8,723
Net cost of net debt																	(145	)
Minority interests																	(244	)
Net income																	8,334
1st half 2008 (adjustments*)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales
Operating expenses		—			1,830			232			—						2,062
Depreciation, depletion, and amortization of tangible assets and mineral interests		—			—			—			—						—
Operating income (a)		—			1,830			232			—						2,062
Equity in income (loss) of affiliates and other items (b)		130			15			(22	)		(152	)					(29	)
Tax on net operating income		—			(582	)		(70	)		—						(652	)
Net operating income (a)		130			1,263			140			(152	)					1,381
Net cost of net debt																	—
Minority interests																	(24	)
Net income																	1,357
(*)   Adjustments include special items, inventory valuation effect and equity share of amortization of intangible assets related to the Sanofi-Aventis merger
(a)   Of which inventory valuation effect
On operating income		—			1,830			232			—
On net operating income		—			1,298			154			—
(b)   Of which equity share of amortization of intangible assets related to the Sanofi-Aventis merger		—			—			—			(149	)

1st half 2008 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		11,935			69,770			10,707			1			—			92,413
Intersegment sales		13,980			3,050			706			70			(17,806	)		—
Excise taxes		—			(9,826	)		—			—			—			(9,826	)
Revenues from sales		25,915			62,994			11,413			71			(17,806	)		82,587
Operating expenses		(10,697	)		(61,176	)		(10,880	)		(356	)		17,806			(65,303	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,831	)		(576	)		(257	)		(14	)		—			(2,678	)
Adjusted operating income		13,387			1,242			276			(299	)		—			14,606
Equity in income (loss) of affiliates and other items		774			(28	)		25			535			—			1,306
Tax on net operating income		(8,331	)		(316	)		(73	)		150			—			(8,570	)
Adjusted net operating income		5,830			898			228			386			—			7,342
Net cost of net debt																	(145	)
Minority interests																	(220	)
Ajusted net income																	6,977

1st half 2008
(M€)	Upstream		Downstream			Chemicals			Corporate			Intercompany	Total
Total expenditures		4,254		808			385			64				5,511
Total divestments		672		152			19			81				924
Cash flow from operating activities		7,894		(223	)		(33	)		(400	)			7,238

BUSINESS SEGMENT INFORMATION

TOTAL

(unaudited)

1st half 2007
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		9,690			56,363			10,065			19			—			76,137
Intersegment sales		9,816			2,444			501			67			(12,828	)		—
Excise taxes		—			(10,961	)		—			—			—			(10,961	)
Revenues from sales		19,506			47,846			10,566			86			(12,828	)		65,176
Operating expenses		(8,872	)		(44,551	)		(9,467	)		(292	)		12,828			(50,354	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,819	)		(588	)		(243	)		(15	)		—			(2,665	)
Operating income		8,815			2,707			856			(221	)		—			12,157
Equity in income (loss) of affiliates and other items		667			126			37			274			—			1,104
Tax on net operating income		(5,429	)		(856	)		(271	)		83			—			(6,473	)
Net operating income		4,053			1,977			622			136			—			6,788
Net cost of net debt																	(155	)
Minority interests																	(173	)
Net income																	6,460

1st half 2007 (adjustments*)
(M€)	Upstream		Downstream			Chemicals			Corporate			Intercompany	Total
Non-Group sales
Intersegment sales
Excise taxes
Revenues from sales														-
Operating expenses		—		730			163			—				893
Depreciation, depletion, and amortization of tangible assets and mineral interests		—		—			—			—				—
Operating income (a)		—		730			163			—				893
Equity in income (loss) of affiliates and other items (b)		—		24			—			(248	)			(224	)
Tax on net operating income		—		(240	)		(54	)		—				(294	)
Net operating income (a)		—		514			109			(248	)			375
Net cost of net debt														—
Minority interests														(7	)
Net income														368
(*)   Adjustments include special items, inventory valuation effect and equity share of amortization of intangible assets related to the Sanofi-Aventis merger
(a)   Of which inventory valuation effect
On operating income		—		730			163			—
On net operating income		—		514			109			—
(b)   Of which equity share of amortization of intangible assets related to the Sanofi-Aventis merger		—		—			—			(148	)

1st half 2007 (adjusted)
(M€)	Upstream			Downstream			Chemicals			Corporate			Intercompany			Total
Non-Group sales		9,690			56,363			10,065			19			—			76,137
Intersegment sales		9,816			2,444			501			67			(12,828	)		—
Excise taxes		—			(10,961	)		—			—			—			(10,961	)
Revenues from sales		19,506			47,846			10,566			86			(12,828	)		65,176
Operating expenses		(8,872	)		(45,281	)		(9,630	)		(292	)		12,828			(51,247	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,819	)		(588	)		(243	)		(15	)		—			(2,665	)
Adjusted operating income		8,815			1,977			693			(221	)		—			11,264
Equity in income (loss) of affiliates and other items		667			102			37			522			—			1,328
Tax on net operating income		(5,429	)		(616	)		(217	)		83			—			(6,179	)
Adjusted net operating income		4,053			1,463			513			384			—			6,413
Net cost of net debt																	(155	)
Minority interests																	(166	)
Ajusted net income																	6,092

1st half 2007
(M€)	Upstream		Downstream		Chemicals		Corporate			Intercompany	Total
Total expenditures		4,098		645		346		15				5,104
Total divestments		364		50		48		4				466
Cash flow from operating activities		7,647		3,337		361		(1,368	)			9,977

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

2nd quarter 2008							Consolidated
(M€)	Ajusted			Adjustments			statement of income
Sales		48,200			—			48,200
Excise taxes		(4,900	)		—			(4,900	)
Revenues from sales		43,300			—			43,300
Purchases, net of inventory variation		(29,645	)		1,687			(27,958	)
Other operating expenses		(4,439	)		—			(4,439	)
Exploration costs		(203	)		—			(203	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,384	)		—			(1,384	)
Other income		13			2			15
Other expense		(26	)		(95	)		(121	)
Financial interest on debt		(204	)		—			(204	)
Financial income from marketable securities and cash equivalents		113			—			113
Cost of net debt		(91	)		—			(91	)
Other financial income		229			—			229
Other financial expense		(80	)		—			(80	)
Income taxes		(4,398	)		(533	)		(4,931	)
Equity in income (loss) of affiliates		573			(35	)		538
Consolidated net income		3,849			1,026			4,875
Group share		3,723			1,009			4,732
Minority interests		126			17			143

2nd quarter 2007							Consolidated
(M€)	Ajusted			Adjustments			statement of income
Sales		39,094			—			39,094
Excise taxes		(5,595	)		—			(5,595	)
Revenues from sales		33,499			—			33,499
Purchases, net of inventory variation		(22,104	)		719			(21,385	)
Other operating expenses		(4,139	)		—			(4,139	)
Exploration costs		(255	)		—			(255	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(1,365	)		—			(1,365	)
Other income		60			—			60
Other expense		(2	)		(100	)		(102	)
Financial interest on debt		(447	)		—			(447	)
Financial income from marketable securities and cash equivalents		337			—			337
Cost of net debt		(110	)		—			(110	)
Other financial income		209			—			209
Other financial expense		(74	)		—			(74	)
Income taxes		(3,056	)		(236	)		(3,292	)
Equity in income (loss) of affiliates		514			(65	)		449
Consolidated net income		3,177			318			3,495
Group share		3,100			311			3,411
Minority interests		77			7			84

CONSOLIDATED STATEMENT OF INCOME (Impact of adjustments)

TOTAL

(unaudited)

1st half 2008							Consolidated
(M€)	Ajusted			Adjustments			statement of income
Sales		92,413			—			92,413
Excise taxes		(9,826	)		—			(9,826	)
Revenues from sales		82,587			—			82,587
Purchases, net of inventory variation		(55,639	)		2,062			(53,577	)
Other operating expenses		(9,271	)		—			(9,271	)
Exploration costs		(393	)		—			(393	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(2,678	)		—			(2,678	)
Other income		21			147			168
Other expense		(74	)		(95	)		(169	)
Financial interest on debt		(461	)		—			(461	)
Financial income from marketable securities and cash equivalents		242			—			242
Cost of net debt		(219	)		—			(219	)
Other financial income		345			—			345
Other financial expense		(151	)		—			(151	)
Income taxes		(8,496	)		(652	)		(9,148	)
Equity in income (loss) of affiliates		1,165			(81	)		1,084
Consolidated net income		7,197			1,381			8,578
Group share		6,977			1,357			8,334
Minority interests		220			24			244

1st half 2007							Consolidated
(M€)	Ajusted			Adjustments			statement of income
Sales		76,137			—			76,137
Excise taxes		(10,961	)		—			(10,961	)
Revenues from sales		65,176			—			65,176
Purchases, net of inventory variation		(41,987	)		893			(41,094	)
Other operating expenses		(8,791	)		—			(8,791	)
Exploration costs		(469	)		—			(469	)
Depreciation, depletion, and amortization of tangible assets and mineral interests		(2,665	)		—			(2,665	)
Other income		156			—			156
Other expense		(66	)		(100	)		(166	)
Financial interest on debt		(877	)		—			(877	)
Financial income from marketable securities and cash equivalents		631			—			631
Cost of net debt		(246	)		—			(246	)
Other financial income		337			—			337
Other financial expense		(141	)		—			(141	)
Income taxes		(6,088	)		(294	)		(6,382	)
Equity in income (loss) of affiliates		1,042			(124	)		918
Consolidated net income		6,258			375			6,633
Group share		6,092			368			6,460
Minority interests		166			7			173

EX-99.2

EXHIBIT 99.2

TOTAL
2, place de la Coupole
La Défense 6
92 400 Courbevoie France
Fax: + 33 (0) 1 47 44 68 21

Isabelle DESMET
Tel. : + 33 (0) 1 47 44 37 76

Patricia MARIE
Tel. : + 33 (0) 1 47 44 45 90

Christine de CHAMPEAUX
Tel. : + 33 (0) 1 47 44 47 49

Kevin CHURCH
Tél. : + 33 (0) 1 47 44 70 62

Sandra DANTE
Tel. : + 33 (0) 1 47 44 46 07

Philippe GATEAU
Tel. : + 33 (0) 1 47 44 47 05

Alain LIGAIRE
Tél. : +33(0)1 47 44 81 48

Elisabeth de REALS
Tel. : + 33 (0) 1 47 44 51 55

Burkhard REUSS
Tel. : + 33 (0) 1 47 44 21 19

Lisa WYLER
Tel. : +33 (0) 1 47 44 38 16

TOTAL S.A.
Capital 5 926 006 207,50 euros
542 051 180 R.C.S. Nanterre

www.total.com

Australia: New Gas Discovery in the Browse Basin

Paris, August 7, 2008 — Total announces a gas discovery from the Mimia-1 exploration well on the WA-344P permit (Total 40%), in Australia.

Total E&P Australia and Inpex (operator, 60%) acquired the WA-344P exploration acreage in November 2007 and completed the Mimia-1 well in July 2008. A 72 metre gas column was found and a production test completed recently confirmed the discovery of gas and condensate.

The Mimia-1 well was drilled in a water depth of 254 metres and is located approximately 20 kilometres north-east of the WA-285P (Inpex 76%, Total 24%) which contains the giant Ichthys gas-condensate field (close to 13 Trillion cubic feet of recoverable gas and 530 Million barrels of recoverable liquids).

Inpex and Total are preparing the development of the Ichthys field and are considering how the Mimia discovery could best be incorporated into this development.

Total in Australia

This latest discovery reaffirms Total’s belief in the potential of the Browse basin in the North West Shelf, where the Group has been present since 2006. Total has interests in fourteen permits offshore of the northwest coast of Australia, of which it operates four. In particular, the Group holds a 24% interest in the WA-285P license, where the Ichthys field has been discovered, and for which a liquefied natural gas development project is under preparation. Production from this project should start up towards the middle of the next decade.

******

Total is one of the world’s major oil and gas groups, with activities in more than 130 countries. Its 96,000 employees put their expertise to work in every part of the industry — exploration and production of oil and natural gas, refining and marketing, gas & power and trading. Total is working to keep the world supplied with energy, both today and tomorrow. The Group is also a first rank player in chemicals. www.total.com

Cautionary note for reserves that are not proved reserves:

Cautionary Note to U.S. Investors — The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this press release, such as recoverable gas and recoverable liquids, that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No. 1-10888 available from us at 2, place de la Coupole — La Défense 6 — 92078 Paris, La Défense cedex, France or at our website: www.total.com. You can also obtain this form from the SEC by calling 1-800-SEC-0330 or on the SEC’s website: www.sec.gov.