Total Fina Elf Group

Total Fina S.A.
1 December 1999


Proposed Organization of the Future TOTALFINA ELF Group

Rapid introduction of the future Group's organization, after the approval by the
European competition authorities of the proposed merger expected in mid-February
2000, is a top priority.  In fact, the new company's ability to combine
TOTALFINA and Elf Aquitaine staff effectively and thoroughly is a key factor in
the merger's success.

Accordingly, a draft organization has been prepared for the future Group.  The
organization of the chemicals business will be determined when the Working Group
on strategic growth priorities and on the conditions under which the chemicals
business will be integrated has completed its review.

As indicated in the statement issued on September 22, the TOTALFINA ELF
Executive Committee will be chaired by Thierry Desmarest and will comprise the
following members:  Francois Cornelis and Jacques Puechal (Vice-Chairmen);
Jean-Luc Vermeulen; Christophe de Margerie; Jean-Paul Vettier; Bernard de
Combret; Robert Castaigne; and Bruno Weymuller.

The Executive Committee is the Group's decision-making body with responsibility
for defining the strategic orientations submitted to the Board of Directors for
approval, and for approving major investments.

The TOTALFINA ELF Management Committee will include all members of the Executive
Committee and the following senior managers:

Holding           Exploration              Refining           Chemicals
                  Production               Marketing

M. Bonnet         M. Benezit               W. Brenckle        A. de Broqueville
J.J. Guilbaud     Y.L. Darricarrere        A. Champeaux       J.B. Lartigue
I. Howat          J.F. Gavalda             J.C. Company       F. Perier
A. Madec          P. Rambaud               Y. Edern           J.P. Seeuws
B. Tramier                                 A. Tricoire        H. Woestelandt

The Management Committee coordinates the Group's business units, monitors the
performance of the Operational Divisions and reviews reports from the Functional
Divisions.

The future Group's management structures have been set up, with a commitment to
maintaining a balance between staff from Total, Petrofina and Elf.

The proposed new organization is still in the draft stages.  It may not become
effective until European competition authorities approve the merger of TOTALFINA
and Elf Aquitaine.