Statement re Merger

TOTAL FINA SA
13 September 1999


Tour TOTAL                 Isabelle GAILDRAUD     TOTAL FINA S.A
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       Elf Aquitaine and TotalFina reach amicable accord on merger

The boards of directors of Elf Aquitaine and TotalFina, chaired respectively by
Philippe Jaffre and Thierry Desmarest, recommend to their shareholders the
amicable merger of the companies on an equal footing and on the basis of an
ambitious industrial project.

In order to implement this joint project, TotalFina will improve the terms of
its July 5, 1999, exchange offer. The shareholders of Elf Aquitaine are being
offered 19 shares of TotalFina for 13 shares of Elf Aquitaine, which represents
a 26-percent premium based on the closing prices on July 2, the last trading day
before TotalFina launched its offer.
The increased TotalFina offer will no longer have any minimum shares condition.
The Elf Aquitaine board of directors has determined that its offer for TotalFina
is therefore no longer necessary. Furthermore, TotalFina and Elf Aquitaine are
committed to the withdrawal of all present litigation.

The new company arising from the merger of TotalFina and Elf Aquitaine will take
its place as the fourth largest major oil company in the world. The chemicals
segment will pursue a policy of growth and the integration of its different
sectors to maximize synergies. Within this framework, a joint study group will
evaluate the necessary changes in the chemicals organization.

The board of directors of the new group, chaired by Thierry Desmarest, will be
composed of nine directors from the Elf Aquitaine board, nine directors from the
TotalFina board, and four directors currently representing the Belgian
shareholders within the TotalFina board.

The new group will be organized by operating segment, with the objective of
realizing as quickly as possible the merger-related synergies. After the
publication of the results of the offer, a nine-member executive committee will
be established. In addition to Thierry Desmarest as its president, the committee
will be composed of four members from TotalFina and four members from Elf
Aquitaine (a vice-president, two operational directors and a functional director
from each of the two groups).

The parity between Elf Aquitaine and TotalFina in the composition of the
executive management is thus assured.

The closing of the increased TotalFina exchange offer will occur in the next
several weeks, in accordance with the calendar that the market authorities will
set. During this period, there are no changes planned for the current TotalFina
and Elf Aquitaine organizations.

Philippe Jaffre, considering that the negotiated agreement conforms to the
interests of the shareholders, management and employees of Elf Aquitaine, has
decided to retire at the completion of the offer. Thierry Desmarest will then be
named Chairman and Chief Executive Officer of Elf Aquitaine and will initiate
the progressive integration of the organizations and businesses of the future
group.

Agreeing to merge on a friendly basis and on an equal footing offers the new
group and its combined shareholders the best conditions to create an ambitious
and competitive company, one that will benefit from the combined organizations
and complementary skills.


               A press conference chaired by Thierry Desmarest and
           Philippe Jaffre will be held today at 11:45 at the Pavilon
                      Gabriel, 5 avenue Gabriel 75008 Paris