Obligation Totale 4.25% ( US89152UAB89 ) en USD

Totale

100 % ▲

France

US89152UAB89 ( en USD )

4.25% par an ( paiement semestriel )

14/12/2021 - Obligation échue

Prospectus brochure de l'obligation Total US89152UAB89 en USD 4.25%, échue

1 000 USD

500 000 000 USD

89152UAB8

A+ ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

TotalEnergies est une multinationale française intégrée active dans l'exploration et la production d'hydrocarbures, la production et la distribution d'électricité, et la commercialisation de produits pétroliers et chimiques.

L'Obligation émise par Totale ( France ) , en USD, avec le code ISIN US89152UAB89, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2021

L'Obligation émise par Totale ( France ) , en USD, avec le code ISIN US89152UAB89, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Totale ( France ) , en USD, avec le code ISIN US89152UAB89, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

Title of Each Class of

Maximum Offering

Amount of
Securities to be Registered

Price
Registration Fee
4.250% Guaranteed Notes due 2021

500,000,000

$ 27,900
Guarantee of 4.250% Guaranteed Notes due 2021

--

(1 )

(1) Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee

Filed pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-159335 and
333-159335-01

PROSPECTUS SUPPLEMENT
(To prospectus dated May 19, 2009)

$500,000,000
TOTAL CAPITAL

(A wholly-owned subsidiary of TOTAL S.A.)
4.250% Guaranteed Notes Due 2021
Guaranteed on an unsecured, unsubordinated basis by

TOTAL S.A.

The notes will bear interest at the rate of 4.250% per year. Total Capital will pay interest on the
notes on June 15 and December 15 of each year, beginning on June 15, 2010. Interest on the notes will
accrue from December 15, 2009. The notes will mature on December 15, 2021. The notes will be
issued only in denominations of $1,000 and integral multiples of $1,000.

Payment of the principal of, premium, if any, and interest on the notes is guaranteed by TOTAL
S.A.

We may redeem the notes in whole or in part at any time and from time to time at the make-whole
redemption price set forth in this prospectus supplement. In addition, we may redeem the notes at any
time at 100% of the principal amount upon the occurrence of certain tax events described in this
prospectus supplement and the attached prospectus.

See "Risk Factors" beginning on page S-3 of this prospectus supplement, on page 2 of the
attached prospectus and on page 4 of our Annual Report on Form 20-F for the fiscal year ended
December 31, 2008, which is incorporated by reference in this prospectus supplement and the
attached prospectus, to read about factors you should consider before investing in the notes.

Neither the Securities and Exchange Commission nor any state securities commission or
other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the attached prospectus. Any
representation to the contrary is a criminal offense.

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Per Note
Total

Public Offering Price(1)
98.898 % $ 494,490,000
Underwriting Discount
0.207 % $ 1,035,000
Proceeds, before expenses, to Total Capital
98.691 % $ 493,455,000

(1) Plus accrued interest from December 15, 2009, if settlement occurs after that date.

The underwriter expects to deliver the notes in book-entry form through the facilities of The
Depository Trust Company ("DTC") and its participants, including Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, Luxembourg ("Clearstream"), against payment in New York,
New York on or about December 15, 2009.

Sole Book-Running Manager
BofA Merrill Lynch

Prospectus Supplement dated December 8, 2009.
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TABLE OF CONTENTS

INCORPORATION OF INFORMATION FILED WITH THE SEC
S-1
GENERAL INFORMATION
S-1
RISK FACTORS
S-3
CAPITALIZATION AND INDEBTEDNESS OF TOTAL
S-4
DESCRIPTION OF NOTES
S-5
USE OF PROCEEDS
S-7
EXCHANGE RATE INFORMATION
S-7
UNDERWRITING
S-9
TAX CONSIDERATIONS
S-11
Prospectus
ABOUT THIS PROSPECTUS

1
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

1
RISK FACTORS

2
FORWARD-LOOKING STATEMENTS

3
WHERE YOU CAN FIND MORE INFORMATION ABOUT US

3
TOTAL S.A.

4
TOTAL CAPITAL

4
USE OF PROCEEDS

4
DESCRIPTION OF DEBT SECURITIES AND GUARANTEE

5
CLEARANCE AND SETTLEMENT
16
TAX CONSIDERATIONS
19
PLAN OF DISTRIBUTION
32
VALIDITY OF SECURITIES
34
EXPERTS
34
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In this prospectus, unless the context indicates otherwise, the terms "we", "our" and "us" refer
to both TOTAL S.A. and Total Capital, "TOTAL" refers to TOTAL S.A, the "Total Group" refers to
TOTAL and its subsidiaries, and "Total Capital" refers to Total Capital.

INCORPORATION OF INFORMATION FILED WITH THE SEC

The U.S. Securities and Exchange Commission, referred to herein as the "SEC", allows us to
"incorporate by reference" into this prospectus supplement and the attached prospectus the
information in documents filed with the SEC, which means that:

· incorporated documents are considered part of this prospectus supplement and the attached
prospectus;

· we can disclose important information to you by referring to those documents; and

· information filed with the SEC in the future will automatically update and supersede this
prospectus supplement and the attached prospectus.

The information that we incorporate by reference is an important part of this prospectus
supplement and the attached prospectus.

We incorporate by reference in this prospectus supplement and the attached prospectus the
documents described in "Where You Can Find More Information About Us" in the attached
prospectus which we filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended,
referred to herein as the Exchange Act, except to the extent amended or superseded by subsequent
filings. We also incorporate by reference any future filings that we make with the SEC under
Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus supplement but
before the end of the notes offering and that, in the case of any future filings on Form 6-K, are
identified in such filing as being incorporated into this prospectus supplement or the attached
prospectus.

The documents incorporated by reference in this prospectus supplement and the attached
prospectus and, in particular, those set forth below contain important information about TOTAL and
its financial condition. We incorporate by reference in this prospectus supplement and the attached
prospectus the following documents:

· TOTAL's Annual Report on Form 20-F for the year ended December 31, 2008, filed with the
SEC on April 3, 2009;

· TOTAL's Reports on Form 6-K, furnished to the SEC on May 19, 2009, August 10, 2009,
September 25, 2009, November 5, 2009 and December 8, 2009.

Exhibits 99.1, 99.3 and 99.4 of TOTAL's reports on Form 6-K furnished to the SEC on May 19,
2009 and on August 10, 2009, have been superseded by the Report on Form 6-K furnished to the SEC
on November 5, 2009.

You should read "Where You Can Find More Information About Us" in the attached prospectus
for information on how to obtain the documents incorporated by reference or other information
relating to TOTAL.

GENERAL INFORMATION

No person has been authorized to provide you with information that is different from what is
contained in, or incorporated by reference into, this prospectus supplement and the attached
prospectus, and, if given or made, such information must not be relied upon as having been authorized.
This prospectus supplement and the attached prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the notes to which it relates or an offer to sell or
the solicitation of an offer to buy such notes by any person in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this prospectus supplement and the attached prospectus
nor any sale made hereunder shall, under any circumstances, create any implication that there has been
no change in our affairs since the date of this prospectus supplement or that the information contained
in this prospectus supplement and the attached prospectus is correct as of any time subsequent to its
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date.

The distribution of this prospectus supplement and the attached prospectus and the offering and
sale of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this
prospectus supplement

S-1
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and the attached prospectus come are required by us and the underwriters to inform themselves about
and to observe any such restrictions.

To the extent that the offer of the notes is made in any EEA Member State that has implemented
Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the
"Prospectus Directive") before the date of publication of an approved prospectus in relation to such
notes which has been approved by the competent authority in that Member State in accordance with
the Prospectus Directive (or, where appropriate, published in accordance with the Prospectus Directive
and notified to the competent authority in that Member State in accordance with the Prospectus
Directive), the offer (including any offer pursuant to this document) is only addressed to qualified
investors in that Member State within the meaning of the Prospectus Directive or has been or will be
made otherwise in circumstances that do not require us to publish a prospectus pursuant to the
Prospectus Directive.

In the United Kingdom, this prospectus supplement and the attached prospectus is only being
distributed to and is only directed at (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). In the United Kingdom, this prospectus supplement and the attached
prospectus and any of their contents must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this prospectus supplement relates is
available only to relevant persons and will be engaged in only with relevant persons.

Total Capital's and TOTAL's headquarters are located at 2, place Jean Millier, La Défense 6,
92400 Courbevoie, France.

In this prospectus, references to "United States dollars", "U.S. dollars", "dollars", "US$" and "$"
are to the currency of the United States and references to "euros" and "" are to the single European
currency adopted by certain participating member countries of the European Union.

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RISK FACTORS

Investing in the securities offered using this prospectus involves risk. You should consider
carefully the risks described below, together with the risks described in the documents incorporated by
reference into this prospectus, and any risk factors included in the attached prospectus, before you
decide to buy our notes. If any of these risks actually occurs, our business, financial condition and
results of operations could suffer, and the trading price and liquidity of the securities offered using
this prospectus could decline, in which case you may lose all or part of your investment.

Risks related to the offering and owning the notes

Since TOTAL is a holding company and currently conducts its operations through subsidiaries,
your right to receive payments on the notes and the guarantee is subordinated to the other
liabilities of TOTAL's subsidiaries.

TOTAL is organized as a holding company, and substantially all of its operations are carried on
through subsidiaries. TOTAL's principal source of income is the dividends and distributions it
receives from its subsidiaries. On an unconsolidated basis, TOTAL's obligations consisted of
33,417 million of debt as of September 30, 2009. TOTAL's ability to meet its financial obligations is
dependent upon the availability of cash flows from its domestic and foreign subsidiaries and affiliated
companies through dividends, intercompany advances, management fees and other payments.
TOTAL's subsidiaries are not guarantors on the notes. Moreover, these subsidiaries and affiliated
companies are not required and may not be able to pay dividends to TOTAL. Claims of the creditors
of TOTAL's subsidiaries have priority as to the assets of such subsidiaries over the claims of creditors
of TOTAL. Consequently, holders of Total Capital's notes that are guaranteed by TOTAL are in fact
structurally subordinated, on TOTAL's insolvency, to the prior claims of the creditors of TOTAL's
subsidiaries.

In addition, some of TOTAL's subsidiaries are subject to laws restricting the amount of dividends
they may pay. For example, these laws may prohibit dividend payments when net assets would fall
below subscribed share capital, when the subsidiary lacks available profits or when the subsidiary fails
to meet certain capital and reserve requirements. For example, French law prohibits those subsidiaries
incorporated in France from paying dividends unless these payments are made out of distributable
profits. These profits consist of accumulated, realized profits, which have not been previously utilized,
less accumulated, realized losses, which have not been previously written off. Other statutory and
general law obligations may also affect the ability of directors of TOTAL's subsidiaries to declare
dividends and the ability of our subsidiaries to make payments to us on account of intercompany
loans.

Since the notes are unsecured, your right to receive payments may be adversely affected.

The notes will be unsecured. The notes are not subordinated to any of our other debt obligations,
and therefore they will rank equally with all our other unsecured and unsubordinated indebtedness
(save for certain mandatory exceptions provided by French law). There is no limitation on TOTAL's
or Total Capital's ability to issue secured debt. As of September 30, 2009, TOTAL had approximately
403 million of consolidated secured indebtedness outstanding and Total Capital had no secured
indebtedness outstanding. If Total Capital, as issuer of the notes, defaults on the notes or TOTAL, as
guarantor, defaults on the guarantee, or after bankruptcy, liquidation or reorganization, then, to the
extent the relevant obligor has granted security over its assets, the assets that secure that entity's debts
will be used to satisfy the obligations under that secured debt before the obligor can make payment on
the notes or the guarantee. There may only be limited assets available to make payments on the notes
or the guarantee in the event of an acceleration of the notes. If there is not enough collateral to satisfy
the obligations of the secured debt, then the remaining amounts on the secured debt would share
equally with all unsubordinated unsecured indebtedness (save for certain mandatory exceptions
provided by French law).

At any point in time there may or may not be an active trading market for our notes.

At any point in time there may or may not be an active trading market for our notes. We have not
and do not intend to list the notes on any securities exchange or automated quotation system. In
addition, underwriters, broker-dealers and agents that participate in the distribution of the notes may
make a market in the notes as permitted by applicable laws and regulations but will have no obligation
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to do so, and any such market-making activities with respect to the notes may be discontinued at
any time without notice. If any of the notes are traded after their initial issuance, they may trade at a
discount from their initial offering price. Among the factors that could cause the notes to trade at a
discount are: an increase in prevailing interest rates; a decline in our credit worthiness; the time
remaining to the maturity; a weakness in the market for similar securities; and declining general
economic conditions.

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CAPITALIZATION AND INDEBTEDNESS OF TOTAL
(Unaudited)

The following table sets out the unaudited consolidated capitalization and long-term indebtedness,
as well as short-term indebtedness, of the Group at September 30, 2009, prepared on the basis of IFRS
(1).

At September 30, 2009
(In millions of euros)
Actual As adjusted(1)

Current financial debt, including current portion of non-current financial
debt

Current portion of non-current financial debt
1,543
1,543
Current financial debt
4,469
4,469
Current portion of financial instruments for interest rate swaps liabilities

--
--
Other current financial instruments -- liabilities

169
169

Total current financial debt
6,181
6,181

Non-current financial debt
19,146
19,484
Minority interests

959
959
Shareholders' equity

Common shares
5,869
5,869
Paid-in surplus and retained earnings
53,136
53,136
Currency translation adjustment
(5,744 )
(5,744 )
Treasury shares
(3,641 )
(3,641 )

Total shareholders' equity
49,620
49,620

Total capitalization and non-current indebtedness
69,725
70,063

(1) As adjusted to reflect the issuance of debt securities offered pursuant to this prospectus translated
from U.S. dollars into euro using the December 7, 2009 European Central Bank reference
exchange rate of 1=$1.48 for a total amount of approximately 338 M.

As of September 30, 2009, TOTAL had an authorized share capital of 3,380,474,107 ordinary
shares with a par value of 2.50 per share, and an issued share capital of 2,347,765,791 ordinary
shares (including 115,885,861 treasury shares from shareholders' equity).

As of September 30, 2009, approximately 403 M of TOTAL's non-current financial debt was
secured and approximately 18,743 M was unsecured, and all of TOTAL's current financial debt of
4,469 M was unsecured. As of September 30, 2009, TOTAL had no outstanding guarantees from
third parties relating to its consolidated indebtedness. For more information about TOTAL's
commitments and contingencies, see Note 23 of the Notes to TOTAL's audited consolidated financial
statements in its Annual Report on Form 20-F for the year ended December 31, 2008. Since
September 30, 2009, Total Capital has issued approximately 684 M (after swaps) and 300 M$ (or
approximately 200 M, using the November 16, 2009 European Central Bank reference exchange rate
of 1=$1.50) of non-current financial debt. In addition, on December 1, 2009, Total Capital priced an
issuance of 138 M$ (after swaps) of non-current financial debt, which transaction is expected to close
on December 15, 2009.

Except as disclosed herein, there have been no material changes in the consolidated capitalization,
indebtedness and contingent liabilities of TOTAL since September 30, 2009.

S-4
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