Elf Aquitaine commenced its Tender Offer for TotalFina shares, American depositary shares and warrants in the United States on 27 August 1999.

Elf Aquitaine is offering :

• three Elf Aquitaine shares plus 190 euros in cash for every five TotalFina shares;
• six Elf Aquitaine American depositary shares plus 190 euros in cash for every 10 Total Fina American depositary shares; and
• three Elf Aquitaine warrants for every 10 TotalFina warrants

Elf Aquitaine's Offer commenced outside of the United States on August 4, 1999. Under US rules, Elf's Offer could not commence in the United States until Elf's US registration statement relating to the shares, American depositary shares and warrants that Elf may issue under the Offer was declared effective. Elf's registration statement was declared effective on August 27, 1999. The expiration date of the Offer has been initially set as October 15, 1999. However, the Offer will close simultaneous in all jurisdictions and the French Conseil des Marchés Financiers has not yet announced the expiration date of the Offer. The terms and conditions of the Offer are set forth in Elf's prospectus dated August 27, 1999.

The US dealer managers for the Offer are Goldman, Sachs & Co., BNP Capital Markets, LLC, Morgan Stanley Dean Witter and Lazard Frères & Co. LLC. The financial advisors to Elf include the US dealer managers and their affiliates as well as Crédit Agricole Indosuez.

You may obtain copies of the Offer documents and additional information about the Offer by contacting:

D.F. King & Co, Inc.
77 Water Street
New York, New York 10005
Bankers and Brokers Call Collect (212) 269-5550
All Others Call Toll Free (800) 431-9636

or

Chris Hollis
Elf Aquitaine Inc.
444 Madison Avenue
New York, NY 10022
(212) 922 30 04

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This document is neither an offer to exchange or sell nor a solicitation of an offer to exchange or buy any of the securities mentioned herein, and the Offer to which this document 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.

This document may contain forward-looking statements with respect to the financial condition, results of operations, business, strategy and plans of the Elf Group. In particular, statements using the words "expects", "anticipates", and similar expressions, and statements with regards to management goals and objectives, expected or targeted production data, trends in results of operations, margins, or the expected benefits of the tender offer referred to herein are forward-looking in nature. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including currency fluctuations, the price of petroleum products, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, environmental regulatory considerations and general economic and business conditions. The Group does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors which could affect the company's financial results is provided in documents filed with the Commission des Opérations de Bourse and the US Securities and Exchange Commission.