Result of Meeting

TOTAL FINA S.A.
21 July 1999

Re:  Board of Directors Meeting, 21 July 1999

The Board of Directors of TOTALFINA, chaired by Thierry Desmarest, met on July
21 to review the proposal made on July 18 by the Board of Directors of ELF
Aquitaine.  Without commenting on the regulatory acceptability of the offer, the
Board has made note of the following elements:

1.  From an industrial perspective, the ELF Aquitaine project is close to that 
    of TOTALFINA relative to the exploration-production and refining-marketing
    segments.  Regarding the chemical business, TOTALFINA prefers to keep the 
    petrochemicals integrated with refining due to the extensive synergy, as
    well as to focus on attractive assets with growth outlook in the specialty
    chemicals portfolio.

2.  ELF Aquitaine has put forth a much higher estimate for the synergies.  
    TOTALFINA's analysis of the synergies was made very carefully, taking into
    account that the absence of discussions between the two management teams
    called for a certain level of prudence in the matter.

3.  From a financial perspective, ELF Aquitaine's projected cash payment of 
    FRF 87 billion would reduce the combined entity's ability to finance major
    development programs for the large oil and gas reserves of the two
    companies. 

4.  ELF Aquitaine's offer to TOTALFINA shareholders is not attractive because
    it represents a discount to TOTALFINA's share price, based on the share
    prices preceding TOTALFINA's offer.

    TOTALFINA is convinced that its project, driven by a clear, consistent
    strategy, represents the best option for bringing the two oil Groups
    together and offers the most attractive opportunity for shareholders of 
    both companies.

    Noting the convergence in principle relative to the combination, TOTALFINA
    is open to discussions intended to give a friendly character to this 
    project, and in particular to set up executive teams that balance the 
    many skills and talents found at both TOTALFINA and ELF Aquitaine.