WASHINGTON, D.C. 20549

Form 20-F

(Mark One)

TOTAL FINA ELF S.A.

TOTAL FINA ELF S.A.

Securities registered or to be registered pursuant to Section 12(b) of the Act.

*	Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

          Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

          687,190,510 Shares, nominal value€ 10 each, as of December 31, 2002

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx Noo.

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 x

TABLE OF CONTENTS

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Basis of Presentation

     In general, financial information included in this Annual Report is presented according to French GAAP and accordingly reflects the pooling of interest method for the acquisition of Elf Aquitaine beginning with fiscal year 2000, as well as for the acquisition of PetroFina in 1999 (Article 215 of Rule 99-02 of the French Accounting Rule Committee).

Statements Regarding Competitive Position

     Statements made in “Item 4. Information on the Company” referring to TotalFinaElf’s competitive position are based on the Company’s belief, and in some cases rely on a range of sources, including investment analysts’ reports, independent market studies and TotalFinaElf’s internal assessments of market share based on publicly available information about the financial results and performance of market participants.

Additional Information

This Annual Report on Form 20-F reports information primarily regarding TotalFinaElf’s business and operations and financial information relating to the fiscal year ended December 31, 2002. For more recent updates regarding TotalFinaElf, you may read and copy any reports, statements or other information TotalFinaElf files with the Securities and Exchange Commission. All of TotalFinaElf’s Securities and Exchange Commission filings made after December 31, 2001 are available to the public at the Securities and Exchange Commission web site at http://www.sec.gov and from certain commercial document retrieval services. Our website at http://www.totalfinaelf.com includes information about our businesses and also includes recent press releases and other publications of TotalFinaElf, including some of our filings with the Securities and Exchange Commission made prior to December 31, 2001. See also “Item 10. Additional Information — E. Documents on Display”.

CERTAIN TERMS

Unless the context indicates otherwise, the following terms have the meanings shown below:

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		consideration of changes in existing prices provided only by contractual arrangements, but not of escalations based upon future conditions.
“proved developed reserves”		Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Additional oil and gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing natural forces and mechanisms of primary recovery are included as “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.
“proved undeveloped reserves”		Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion, but does not include reserves attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation.
“Shares”		Ordinary shares of the Company, nominal value€ 10 each.
“TotalFinaElf”		Total Fina Elf S.A. and its subsidiaries and affiliates. We use such term interchangeably with “Company” and “Group”. When we refer to the parent holding company alone, we use the term “Total Fina Elf S.A.”.

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ABBREVIATIONS

CONVERSION TABLE

(1)	Natural gas is converted to barrels of oil equivalent using a ratio of cubic feet of natural gas per one barrel. This ratio is based on the actual average equivalent energy content of the Company’s natural gas reserves during the applicable periods, and is subject to change. The tabular conversion rate is applicable to the Company’s natural gas reserves on a group-wide basis.

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Cautionary Statement Concerning Forward-Looking Statements

     TotalFinaElf has made certain forward-looking statements in this document and in the documents referred to in, or incorporated by reference into, this Annual Report. Such statements are subject to risks and uncertainties. These statements are based on the beliefs and assumptions of the management of TotalFinaElf and on the information currently available to such management. Forward-looking statements include information concerning forecasts, projections, anticipated synergies, and other information concerning possible or assumed future results of TotalFinaElf, and may be preceded by, followed by, or otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates” or similar expressions.

     Forward-looking statements are not assurances of results or values. They involve risks, uncertainties and assumptions. TotalFinaElf’s future results and stockholder value may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond TotalFinaElf’s ability to control or predict. Except for its ongoing obligations to disclose material information as required by applicable securities laws, TotalFinaElf does not have any intention or obligation to update forward-looking statements after the distribution of this document, even if new information, future events or other circumstances have made them incorrect or misleading.

     You should understand that various factors, in addition to those discussed elsewhere in this document and in the documents referred to in, or incorporated by reference into, this document, could affect the future results of TotalFinaElf and could cause results to differ materially from those expressed in such forward-looking statements, including:

	•	material adverse changes in general economic conditions or in the markets served by TotalFinaElf, including changes in the prices of oil, natural gas, refined products, petrochemical products and other chemicals;
	•	the success of the economic efficiency of oil and natural gas exploration, development and production programs, including without limitation, those that are not controlled and/or operated by TotalFinaElf;
	•	uncertainties about estimates of changes in proven and potential reserves and the capabilities of production facilities;
	•	uncertainties about the ability to control unit costs in exploration, production, refining and marketing (including refining margins) and chemicals;
	•	changes in the current capital expenditure plans of TotalFinaElf;
	•	the ability of TotalFinaElf to realize anticipated cost savings, synergies and operating efficiencies;
	•	the financial resources of competitors;
	•	changes in laws and regulations, including environmental laws and industrial safety regulations;
	•	the quality of future opportunities that may be presented to or pursued by TotalFinaElf;
	•	the ability to generate cash flows or obtain financing to fund growth and the cost of such financing;
	•	the ability to obtain regulatory approvals;
	•	the ability to respond to challenges in international markets, including changes in currency exchange rates, political or economic conditions, including international armed conflict, and trade and regulatory matters;
	•	the ability to complete and integrate appropriate acquisitions, strategic alliances and joint ventures;
	•	changes in the political environment that adversely affect exploration, production licenses and contractual rights or impose minimum drilling obligations, price controls, nationalization or expropriation, and regulation of refining and marketing, chemicals and power generating activities;
	•	the possibility that other unpredictable events such as labor disputes or industrial accidents will adversely affect the business of TotalFinaElf; and
	•	the risk that TotalFinaElf will inadequately hedge the price of crude oil and finished products.

     For additional factors, you should read the information set forth under “Item 3. Risk Factors”, “Item 4. Information on the Company — Other Matters”, and “Item 5. Operating and Financial Review and Prospects”.

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ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.     KEY INFORMATION

     The following table presents selected consolidated financial data for TotalFinaElf for the five-year period ended December 31, 2002. The historical financial statements of TotalFinaElf for this period, from which the financial data presented below for such period are derived, have been audited by Barbier Frinault & Autres (Ernst & Young Network) and KPMG S.A., independent public accountants and the Company’s auditors. All such data should be read in conjunction with the Consolidated Financial Statements and the related Notes thereto included elsewhere herein.

     The presentation of financial information for 2000, 2001 and 2002 is made on the following basis: Pursuant to Article 215 of the 99-02 Rule of the French Accounting Rule Committee, the 1999 Total/ PetroFina and the 2000 TotalFina/Elf Aquitaine combinations have been treated as a pooling of interests under French generally accepted accounting principles (“French GAAP”). Under generally accepted accounting principles applicable in the United States (“U.S. GAAP”) both combinations are treated as purchases.

     The Company acquired the remaining shares of PetroFina in the first quarter of 2002 leading to a decrease in minority interests in that quarter (PetroFina was 99.6% owned as of December 31, 2000 and 2001).

Selected Consolidated Financial Data

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(1)	Translated solely for convenience into dollars at the Noon Buying Rate on December 31, 2002 of $1.05 per€1.00.
(2)	Earnings per Share were computed based on the fully-diluted weighted average number of Shares of 666,067,982 in 2002, 693,180,285 in 2001, 707,121,871 in 2000, 351,447,045 in 1999 and 245,674,784 in 1998.
(3)	For information concerning the differences between French GAAP and U.S. GAAP, see Note 3 of the Notes to the Consolidated Financial Statements included elsewhere herein.
(4)	See Consolidated Statements of Cash Flow included in the Consolidated Financial Statements included elsewhere herein.
(5)	Consists of capital expenditures, exploration costs, subsidiaries acquired and loans granted.

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EXCHANGE RATE INFORMATION

     On January 1, 1999, 11 of the 15 members of the European Union established fixed conversion rates between their existing local currencies and the euro, and adopted the euro as their common legal currency. On that date, the euro became available for currency trading on currency exchanges and non-cash transactions. The existing local currencies remained legal tender from January 1, 1999 through January 1, 2002 (the “transition period”). During the transition period, public and private parties were able to pay for goods and services using either the euro or the local currency. Beginning on January 1, 2002, euro-denominated notes and coins were issued for cash transactions. The Company has taken steps to ensure euro compliance in its accounting and information technology systems.

     For additional information regarding the introduction of the euro and the effects of currency fluctuations on TotalFinaElf’s results, see “Item 5. Operating and Financial Review and Prospects.”

Most currency amounts in this Annual Report on Form 20-F are expressed in euros (“euros” or “€”) or in United States dollars (“dollars” or “$”). For the convenience of the reader, this Annual Report on Form 20-F presents certain translations into dollars of certain euro amounts. Unless otherwise stated, the translation of euros to dollars has been made at the noon buying rate in New York City for cable transfers in euros as certified for customs purposes by The Federal Reserve Bank of New York (the “Noon Buying Rate”) for December 31, 2002, of $1.05 per€1.00 (or€0.95 per $1.00). Furthermore, unless otherwise stated, the translation of French francs (“francs” or “FRF”) into euros has been made at the rate of FRF 6.55957 to€1.00 (or€0.1525 to 1 FRF), as such exchange rate was permanently fixed on December 31, 1998.

The following tables set out the average dollar/ franc exchange rate for 1998, based on the Noon Buying Rate expressed in francs per $1.00 and the average euro/dollar exchange rate for 1999 through 2002, based on the Noon Buying Rate expressed in dollars per€1.00. Such rates are not used by TotalFinaElf in preparation of its Consolidated Financial Statements included elsewhere herein. No representation is made that the franc or euro could have been converted into dollars at the rates shown or at any other rates for such periods or at such dates.

Dollar/Franc Exchange Rates

Euro/Dollar Exchange Rates

(1)	The average of the Noon Buying Rate for French francs, euros or U.S. dollars, as the case may be, on the last business day of each full month during the relevant year.

The table below shows the high and low euro/dollar exchange rates for the previous six months based on the Noon Buying Rate expressed in dollar per€1.00.

Euro/Dollar Exchange Rates

The Noon Buying Rate on March 31, 2003 for the dollar against the euro was $1.09 per€1.00.

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RISK FACTORS

     The Group and its businesses are subject to various risks relating to changing competitive, economic, political, legal, social, industry, business and financial conditions. These conditions are described below and discussed in greater detail elsewhere, along with the Company’s approaches to managing certain of these risks, in this Annual Report, particularly under the heading “Item 4. Information on the Company — B. Business Overview — Other Matters” and under the heading “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.

Price fluctuations

     Oil, refined products, natural gas and chemical prices can vary as a result of changes in supply and demand for products, which may be global or limited to specific regions and influenced by factors such as economic conditions, weather conditions, geopolitical considerations or actions taken by major oil exporting countries.

Currency fluctuations

     The Group is present in many countries and territories throughout the world and is subject to risks from changes in currency values and exchange controls.

Drilling and production results

     The Group’s future oil and gas production is significantly dependent on successful drilling and well development. There are risks in this process in interpretation of geological and engineering data, project delay, cost overruns and technical, fiscal and other conditions.

Reserve estimates

     Information on oil and gas reserves is given below in “Supplemental Oil and Gas Information (Unaudited)”, following the Notes to the Consolidated Financial Statements. Oil and gas reserves cannot be measured exactly since estimation of reserves involves subjective judgment and arbitrary determinations and is dependent, among other things, on the reliability of technical and economic data.

Loss of market

     The Group is subject to differing economic and financial market conditions in countries and regions throughout the world. There are risks to such markets from political or economic instability, as well as from industry competition.

Political risks

     The oil industry is particularly subject to regulation and intervention by governments throughout the world in matters related to exploration, production, operations, development, ownership and contract rights as well as the payment of royalties and taxes.

Environmental risks

     The Group is subject to a number of different environmental laws, regulations and reporting requirements. Costs are incurred for prevention, control, abatement or elimination of releases into the air and water, as well as in the disposal and handling of wastes at operating facilities. Expenditures of a capital nature include both remedial measures on existing plants and integral features of new plants.

Physical risks

     The Group’s assets are subject to risk from operational hazards, natural disasters and expropriation of property.

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Legislative, fiscal and regulatory developments

The Group’s operations are subject to risk of change in legislation, taxation and regulation. For exploration and production activities, these matters include land tenure, entitlement to produced hydrocarbons, production rates, royalties, pricing, environmental protection, social impact, exports, taxes and foreign exchange.

ITEM 4.  INFORMATION ON THE COMPANY

TotalFinaElf, a Frenchsociété anonyme incorporated on March 28, 1924, together with its subsidiaries and affiliates, is the fifth largest publicly-traded integrated oil and gas company in the world, with operations in more than 120 countries. TotalFinaElf engages in all aspects of the petroleum industry, including upstream operations (oil and gas exploration, development and production); downstream operations (refining and marketing); and the trading and shipping of crude oil and petroleum products. TotalFinaElf also produces base chemicals and polymers, intermediates and performance polymers and specialty chemicals for industrial and consumer use. In addition, TotalFinaElf has interests in coal mining and in the cogeneration and electricity sectors.

     The Company began its upstream operations in the Middle East in 1924. Since that time, the company has grown and expanded its operations worldwide. Most notably, in early 1999 the Company acquired control of PetroFina S.A. (“PetroFina” or “Fina”) and in early 2000, the Company acquired control of Elf Aquitaine S.A. (“Elf Aquitaine” or “Elf”), following which the Company changed its legal name to TOTAL FINA ELF S.A. The Company currently owns 99.4% of Elf Aquitaine shares and, since early 2002, 100% of PetroFina shares. Until June 1999, the Company operated under the name Total. From June 1999 to March 2000, the Company operated under the name TotalFina. From March 2000 until the present, the Company has operated under the name TotalFinaElf. The Company announced in February 2003 its intention to change its legal name to Total S.A., subject to approval by shareholders in May 2003, after which approval it will operate under the name Total.

     The Company’s strategy is to develop its Upstream segment, including reinforcing its position as one of the leaders in the worldwide natural gas and LNG markets, to consolidate its position in the Downstream segment in Europe, while developing its interests in rapidly growing markets (such as the Mediterranean Basin, Africa and Far East), and to rationalize its Chemicals segment giving priority to improving profitability and expanding its Base chemicals and polymers operations.

     The Company’s principal address is 2, place de la Coupole, La Défense 6, 92400 Courbevoie, France; its telephone number is 33.1.47.44.45.46 and its website address is www.totalfinaelf.com.

Basis of Presentation of Financial Information

In general, financial information included in this Annual Report is presented according to French GAAP and accordingly reflects the pooling of interest method for the acquisition of Elf Aquitaine beginning with fiscal year 2000, as well as for the acquisition of PetroFina in 1999 (Article 215 of Rule 99-02).

B.  BUSINESS OVERVIEW

     TotalFinaElf’s worldwide operations are conducted through three business segments:

	•	Upstream,
	•	Downstream, and
	•	Chemicals.

     The Upstream segment includes exploration, development and production activities, as well as TotalFinaElf’s coal and gas and power operations. The Downstream segment sells substantially all of the crude oil produced by TotalFinaElf, purchases most of the crude oil required to supply TotalFinaElf’s refineries, operates refineries and markets petroleum products worldwide through both retail and non-retail activities, and conducts TotalFinaElf’s bulk crude oil and gas trading. The Chemicals segment includes Base chemicals and

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The table below gives information on the geographic breakdown of TotalFinaElf’s activities and is taken from Note 4 of the Notes to the Consolidated Financial Statements included in this Annual Report (presented in millions of euros).

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UPSTREAM

OVERVIEW OF UPSTREAM ACTIVITIES

     TotalFinaElf’s Upstream segment conducts all of the Company’s exploration and production, also known as “E&P”, activities. In 2002, this segment conducted exploration and production activities in 44 countries and produced hydrocarbons in 27 countries. (See “Presentation of Activities by Geographic Area” below.) The Company’s dual objectives for the Upstream segment are to sustain continued growth and to increase underlying profitability by concentrating primarily on large-scale, low-cost projects.

     The Upstream segment also includes the Company’s gas and power activities and manages the Company’s interests in LNG and LPG processing plants. Through the Upstream segment’s expanding Gas & Power business, a strategic focus of the Upstream segment is to emphasize natural gas along its entire value chain, not only the traditional E&P functions of development and production in the field, but also in its liquefaction, transportation, marketing, and use in power generation.

     The table below presents selected financial information for TotalFinaElf’s Upstream segment for the last three years.

UPSTREAM SEGMENT FINANCIAL DATA(1)

(1)	See Note 4 of the Notes to the Consolidated Financial Statements included in this Annual Report for more detailed information on the Upstream segment and a geographical breakdown, together with a breakdown of non-recurring items.

Exploration and Development

     TotalFinaElf evaluates exploration opportunities based on a variety of geological, technical, political and economic factors (including taxes and concession terms), as well as projected oil and gas prices. Discoveries and extensions of existing discoveries accounted for approximately 53% of the 3,189 Mboe added to the Upstream segment’s net proved reserves during the three-year period ended December 31, 2002 (before deducting production and acquisitions/sales of reserves in place during this period). For further information concerning changes in TotalFinaElf’s net proved reserves at December 31, 2002, 2001, and 2000, see “Supplemental Oil and Gas Information (Unaudited) — Estimated net proved reserves of crude oil and natural gas” included elsewhere herein.

     Unless otherwise indicated, references to TotalFinaElf’s proved reserves, proved developed reserves, proved undeveloped reserves and production are to TotalFinaElf’s share of such reserves or production (net of any crude oil or natural gas taken by third parties as royalties in kind). Only the amount of TotalFinaElf’s net proved reserves of crude oil and natural gas that are estimated to be recoverable during the remaining terms of the appropriate concessions, production sharing agreements or buy-back contracts have been included, without taking into account any possible non-contractual renewals of such concessions or agreements.

TotalFinaElf had an active exploration program in 2002 similar to that of 2001. Exploration expenditures in 2002 were 708 M€. Recent operations have been carried out in the United States, Nigeria, Angola, Kazakhstan, Libya, the United Kingdom, Norway, Congo, Colombia, Brazil, Trinidad and Tobago.

Development costs of the Upstream segment for its proved reserves in 2002 amounted to more than 4.2 B€. Development activities were carried out principally in Nigeria, the United Kingdom, Angola, Iran, Venezuela, Indonesia, Qatar, Gabon, Congo, Russia and the Netherlands.

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Reserves

     At December 31, 2002, TotalFinaElf’s combined proved reserves of crude oil and natural gas were 11,203 Mboe (of which 54% were proved developed reserves and 46% proved undeveloped reserves) compared to 10,978 Mboe of combined proved reserves as of December 31, 2001. Crude oil and condensates represented approximately 65% of these reserves and natural gas the remaining 35%. These reserves are located principally in Europe (Norway, United Kingdom, the Netherlands, France, and Italy), Africa (Nigeria, Angola, Algeria, Congo, Gabon, Libya, and Cameroon), the Far East (Indonesia, Thailand, Myanmar and Brunei), North America (United States), Middle East (United Arab Emirates, Oman, Iran, Qatar, Syria, and Yemen), South America (Venezuela, Argentina, Bolivia, Colombia, Trinidad and Tobago), and other countries of the world (Kazakhstan and Russia).

     The table below sets forth the amount of TotalFinaElf’s worldwide proved reserves as of the dates indicated (including both developed and undeveloped reserves).

NET PROVED RESERVES(1)

(1)	Includes TotalFinaElf’s proportionate share of the net proved reserves of equity affiliates and two companies (Oman LNG and Abu Dhabi Liquefaction Company) accounted for by the cost method. See “Supplemental Oil and Gas Information (Unaudited)” included elsewhere herein.

    Proved reserves are estimated using geological and engineering data to determine whether the crude oil or natural gas in known reservoirs is recoverable under existing economic and operating conditions. This process involves making subjective judgments; consequently, measures of reserves are not precise and are subject to revision. TotalFinaElf’s oil and gas reserves are reviewed annually to take into account, among other things, production levels, field reassessments, the addition of new reserves from discoveries and acquisitions, dispositions of reserves and other economic factors. TotalFinaElf’s worldwide net proved reserves include the proved reserves of its consolidated subsidiaries as well as its proportionate share of the proved reserves of equity affiliates and two companies accounted for by the cost method.

Production

     The Upstream segment’s average daily production of liquids and natural gas grew to 2,416 kboe/d in 2002 from 2,197 kboe/d in 2001. Liquids accounted for approximately 66% and natural gas accounted for approximately 34% of the segment’s combined liquids and natural gas production in 2002 on an oil equivalent basis.

     The table below sets forth by geographic area the Upstream segment’s average daily production of crude oil and natural gas for each of the last three years. In those countries where TotalFinaElf operates pursuant to a production sharing contract, TotalFinaElf’s production represents the quantities available to TotalFinaElf under those contracts.

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PRODUCTION BY GEOGRAPHIC AREA

     Consistent with industry practice, TotalFinaElf often holds a percentage interest in its acreage rather than a 100% stake, with the balance being held by other joint venture partners (which may include other oil companies, state oil companies or government entities). TotalFinaElf frequently acts as operator on acreage in which it holds an interest. See “Presentation of Activities by Geographic Area” below for descriptions of the principal producing fields of the Upstream segment.

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     Substantially all of the crude oil production of the Upstream segment is sold to the Downstream segment, which in turn uses a portion in downstream operations and markets a portion of the production to customers throughout the world. See “Downstream — Trading and Supply”.

Sales of Natural Gas

     The majority of TotalFinaElf’s natural gas production is sold under long-term contracts; however, its North American production and part of its United Kingdom and Argentine production is sold mainly on a spot basis. The long-term contracts under which TotalFinaElf sells its natural gas and LNG production usually provide for a price related to, among other factors, average crude oil and other petroleum product prices as well as, in some cases, a cost of living index. Although the price of natural gas and LNG tends to fluctuate in line with crude oil prices, there is a delay before changes in crude oil prices are reflected in long-term natural gas prices. Because of the relation of the contract price of natural gas and crude oil prices, contract prices are not generally affected by short-term market fluctuations in the spot price of natural gas.

Presentation of Activities by Geographic Area

     The table below sets forth by geographic area TotalFinaElf’s principal producing fields, the year in which TotalFinaElf’s activities commenced, the type of production, and whether TotalFinaElf is operator of the field.

UPSTREAM

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