Re Agreement

Total S.A.
12 July 2005




               Total Increases Its Interest In Italy's Rome Refinery 
               and Disposes of Stake in France's Reichstett Refinery

Paris - July 12, 2005 - Total announces the signature of a Memorandum of
Understanding for the acquisition of Shell's 20% stake in the Raffineria di Roma
S.p.A which owns Italy's Rome refinery, raising its own stake to 77.5%, in 
return for Group's 18% interest in the Compagnie Rhenane de Raffinage S.A. which 
owns France's Reichstett refinery to Shell.  Definitive shareholding  
percentages are conditional to partners possible exercise of their right of 
pre-emption.

The Rome refinery has a capacity of 4 million metric tons a year and is located 
near the port of Fiumicino. Total's downstream activities in Italy also include 
marketing automotive fuel through a network of around 1,400 service stations, as 
well as petroleum products, such as lubricants, asphalt and bitumen, aviation 
fuel, liquefied petroleum gas (LPG), fuel oil and heating oil.

Total is Europe's largest refiner, operating 12 facilities in Europe. With this 
agreement, Total confirms both its commitment to strengthening its presence on 
the Mediterranean Rim and its growth strategy in Italy.

                                   *****

Total is the fourth largest oil end gas company in the world with operations in 
more then 130 countries. Total's activities cover the whole energy chain of the 
petroleum industry: exploration, oil and gas production, refining and marketing, 
trading and power generation. The Group is also a major player in chemicals. 
Total has more than 111,000 employees worldwide. More information can be found 
on the company's website: www.total.com


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