Exchange Offer

Total Fina Elf.
5 September 2000


        TOTAL FINA ELF ANNOUNCES EXCHANGE OFFER FOR PETROFINA SHARES

            Not for distribution or publication either in the 
                   United States of America or Canada

Paris, September 5, 2000 -- The Board of Directors of TotalFinaElf, meeting on
September 5, 2000, under the chairmanship of Thierry Desmarest, approved the
making of an exchange offer in Belgium for the 1.24% of PetroFina shares not
held by the Group.

The proposed exchange parity is 9 TotalFinaElf shares and VVPR strips (with
dividend rights from January 1, 2000) for 2 shares of PetroFina, representing a
premium of 33.5% based on the closing prices of the shares in Paris and Brussels
on September 4.  On the basis of the TotalFinaElf closing price on September 4
in Paris, the offer implies a value for each PetroFina share of EUR 801. 
Relative to the average closing prices over the past six months in Paris and
Brussels, the premium is 34.2%.

TotalFinaElf will examine with the U.S. Securities and Exchange Commission
whether to extend the offer to cover PetroFina shares and ADSs in the United
States.

This offer creates an opportunity for minority shareholders of PetroFina to
participate fully in the development of the new TotalFinaElf Group while also
providing the benefit of greater liquidity.

The Board of Directors also approved an exchange of TotalFinaElf warrants for
outstanding PetroFina warrants.  Pursuant to the terms of the PetroFina warrant
agreement, on completion of the exchange offer for PetroFina shares, the
PetroFina warrants will be automatically exchanged for newly issued TotalFinaElf
warrants, at an exchange parity of 100 PetroFina warrants for 81 TotalFinaElf
warrants.  These TotalFinaElf warrants will be listed on the New York Stock
Exchange and will be of the same class, and have identical terms and conditions,
as the currently outstanding TotalFinaElf warrants issued in connection with the
1999 exchange offer.

The total number of TotalFinaElf shares that may be issued in these transactions
is 1,436,576 shares, representing 0.2% of the capital of the Company.

This press release does not constitute an offer to sell or solicitation of an
offer to buy any securities of Petrofina in the United States or in Canada.  The
offer to which this press release relates is not being made in any jurisdiction
in which the making or acceptance thereof would not be in compliance with the
securities laws of the jurisdiction.

Contact Paris:     Ladislas Paszkiewicz, Samia Nedir-Bailly, Pascal Breant
                   Tel:  [phone]
                   Fax:  [phone]

Contact New York:  Robert Hammond
                   Tel: [phone]
                   Fax: [phone]

www.totalfinaelf.com