SEC Division of Investment Management staff letter: Total

The SEC staff agrees that a five-year transfer restriction on shares acquired by U.S. employees of Total under a subscription plan does not create separate securities under Section 2(1) of the Securities Act of 1933 or Section 2(a)(36) of the Investment Company Act of 1940. The staff will not recommend enforcement action if Total implements the plan, which requires a five-year holding period mandated by French law and applies to approximately 2,500 U.S. employees. The staff determined that the plan does not constitute an investment contract because participants bear the risk of the shares and there are no plan managers.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C.. 20549
DIVISION OF
CORPORATION FINANCE
January 26, 1996

Richard H. Rowe, Esq.

Proskauer Rose Goetz & Mendelsohn LLP
ACJ r- eii ~ Ll 1233 Twentieth street, N. W., Suite 800 Washington, D.C. 20036-2396 SlON -5( tC) RUL RE: TOTAL PUBLI~ AVA TT .ARt i /;Z0(t-~ Dear Mr. Rowe:

In regard to your letter of January 25, 1996 our response

thereto is attached to the enclosed photocopy of your

correspondence. By doing this, we avoid having to recite or

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Lineage: In force

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