6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

October 29, 2018

Commission File Number 001-10888

TOTAL S.A.

(Translation of registrant’s name into English)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

(Address of principal executive offices)

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

Form 20-F               Form 40-F  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

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

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes              No   

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

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NOS. 333-224307, 333-224307-01, 333-224307-02 AND 333-224307-03) OF TOTAL S.A., TOTAL CAPITAL INTERNATIONAL, TOTAL CAPITAL CANADA LTD. AND TOTAL CAPITAL AND THE REGISTRATION STATEMENTS ON FORM S-8 (333-183144 AND 333-222833) OF TOTAL S.A., AND TO BE PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

TOTAL S.A. is filing this Amendment No. 1 on Form 6-K/A ("Amendment No.1") to the Report on Form 6-K furnished to the Securities and Exchange Commission on October 26, 2018 (the "6-K") solely for the purposes of amending an inadvertent clerical error in the disclosure titled "TOTAL announces its third 2018 interim dividend" in Exhibit 99.2. The ADR period to elect to receive the payment in new shares was incorrectly labelled as "ADR Record Date". Other than the amendment of such typographical error, this Amendment No. 1 does not, and does not purport to, amend, update or restate any information set in any other item of the 6-K.

TABLE OF CONTENTS

EX-99.1: Recent Developments

EXHIBIT INDEX

Exhibit 99.1: Recent Developments

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOTAL S.A.
Date: October 29, 2018	By:	/s/ ANTOINE LARENAUDIE
		Name:	Antoine LARENAUDIE
		Title:	Group Treasurer

EX-99.1

Exhibit 99.1

RECENT DEVELOPMENTS

TOTAL announces third 2018 interim dividend - Update: ADR timetable corrected

In accordance with the Board of Directors’ decision of February 7, 2018 regarding the 2018-20 shareholder return policy, the third 2018 interim dividend is set at 0.64 euro per share, an increase of 3.2% compared to the three interim dividends and the final dividend paid for the 2017 fiscal year. This interim dividend is stable compared to the second 2018 interim dividend.

The Board of Directors will meet on March 13, 2019, to declare the distribution conditions of this third 2018 interim dividend payment.

According to the fourth resolution adopted by the Combined General Meeting of June 1, 2018, the option to pay this third 2018 interim dividend in new shares of the company will be proposed to shareholders and the payment will be made according to the following timetable:

Ex-dividend date                                      March 19, 2019

Period to elect to receive                         March 19-28, 2019

the payment in new shares           

Payment date in cash                              April 5, 2019
or shares issued in lieu of cash

In order to avoid dilution in connection with the issuance of new shares, the Group will proceed to buy back the newly issued shares in order to cancel them.

Holders of TOTAL’s American Depositary Receipts (“ADRs”) will receive the third 2018 interim dividend in dollars based on the then-prevailing exchange rate according to the following timetable:

ADR ex-dividend date                                March 15, 2019

ADR period to elect to receive *             March 19-25, 2019

the payment in new shares                   

ADR payment date in cash                        April 12, 2019
or shares issued in lieu of cash

Registered ADR holders may also contact JP Morgan Chase Bank for additional information. Non-registered ADR holders should contact their broker, financial intermediary, bank or financial institution for additional information.

* Incorrectly labelled as “ADR Record Date” in original version.