PETROFINA
6-K, 1999-01-28
OIL & GAS FIELD EXPLORATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 6-K

                        Report of Foreign Private Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


                         for the month of January, 1999


                                    PETROFINA
                 (Translation of registrant's name into English)


                              52 Rue de l'Industrie
                                 B-1040 Brussels
                                     Belgium
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.


                              Form 20-F X Form 40-F


                  Indicate by check mark whether the  registrant  by  furnishing
the information contained in this Form is also furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


                                    Yes      No X


                  If "yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2(b); 82-

<PAGE>


PETROFINA
- --------------------------------------------------------------------------------

PetroFina S.A.                                                  January 27, 1999
Public Relations and Communication
- ----------------------------------

                                  PRESS RELEASE


PetroFina 1998 year results

Highlights:                                       
 . increase in recurrent results                                             
 . growing cash flow                                                         
 . record throughput by refineries                                           
 . 6,4% growth in sales in the Fina Network                                  
 . good resistance of petrochemicals                                         
                                                                            
PetroFina's  share of  unaudited  recurrent  (*) Group income for 1998 was 572.6
million  euros (BEF 23.1  billion),  compared to 567.7  million  euros (BEF 22.9
billion) in 1997.  The unaudited  Group income was 471.1 million euros (BEF 19.0
billion) compared to 547.8 million euros (BEF 22.1 billion) in 1997. The results
were  negatively  affected by inventory write downs of BEF 8.3 billion after tax
and by accelerated  depreciation  of BEF 2.4 billion,  partly offset by gains on
asset sales of BEF 3.3 billion, as well as other non recurrent income.
                                                                            
PetroFina's  share of cash  flow  amounted  to 1,403  million  euros  (BEF  56.6
billion) as opposed to 1,365.9 million euros (BEF 55.1 billion) in 1997.
                                                                            
During the year, in Europe, refinery throughput increased by 6.6%, exceeding the
previous  record,  and sales in the Fina network grew by 6.4%.  These  operating
performances  were achieved in a macro-economic  climate marked by a collapse of
crude oil  prices  by some 33%,  by a  reduction  of almost  20% in the price of
American  natural gas, by a  stabilisation  in the dollar  exchange rate, and by
contrasting  developments  in  refining  margins,  a modest rise in Europe and a
sharp fall in the US.
                                                                            
Upstream  profits  declined  markedly  following  the  decline  in crude oil and
natural gas prices and as a result of production difficulties at the start-up of
Ekofisk II, in the Norwegian sector of the North Sea.

Downstream  profits were stable  compared to 1997, the 27% increase  recorded in
Europe being offset by the effect of lower refining margins in the US.
                                                                            
Chemical  results  were  down  slightly,  resisting  well  against  the  general
reduction of margins, due to a 7% increase in volume of monomers produced and to
the quality of the products and services of its polymers activity.
                                                                            
The  merger of  PetroFina  and  Fina,  Inc.,  its  American  subsidiary,  became
effective on 5 August 1998.  This  simplifies  the Group  structure  and enables
growth to be achieved in a transatlantic context.

<PAGE>
                                                                            
On 1 December 1998, five shareholders in PetroFina  announced their intention to
sell all their PetroFina  shares to Total (41% of the share capital) in order to
create the Total Fina group,  which wich will become the third largest petroleum
concern in Europe and the fifth largest in the world.  On 14 January  1999,  the
general meeting of Total  shareholders  approved this transaction as well as the
principle  of a public offer to exchange  PetroFina  shares on the basis of nine
Total shares for two PetroFina  shares.  This project was submitted for approval
to the European and American competition authorities, and should be completed in
the second quarter of 1999.
                                                                            
UPSTREAM

In 1998,  production  of oil and gas  amounted  to 82.3  million  barrels of oil
equivalent  compared  to 88.7  million  barrels  of oil  equivalent  in 1997,  a
decrease of 7.2%.  Production of oil was 51.1 million  barrels  compared to 53.9
million  barrels in 1997 and sales of natural gas were 187.3  billion cubic feet
compared to 208.9 billion cubic feet in 1997.
                                                                            
The decrease in production is due to the non-operation of Ekofisk for 13 days in
August while the wells and pipelines were  connected to the new  platforms,  and
also to certain technical  problems related to the start-up of Ekofisk II. These
problems will be resolved in the first half-year of 1999.

In the British  sector of the North Sea, the Delilah gas field,  where the Group
holds 18.57%, became operational following its connection to the existing Hewett
field infrastructure.
                                                                            
In Angola,  in deep offshore  waters,  a third and fourth discovery were made in
block 17, where the Group holds 5%. In the same block,  the  development  of the
Girassol field started, following approval by the Angolan authorities.
                                                                            
PetroFina  was  designated  as operator with a 30% interest of block 19, also in
deep  offshore  waters.  The   production-sharing   contract  with  the  Angolan
authorities was signed in December 1998.
                                    
In Vietnam,  where  PetroFina has sold 30% of its licenses to a Thai partner,  a
seventh  discovery was made in block 46 in the Gulf of Thailand.  Unitisation of
the Bunga Kekwa field,  accepted by the  Vietnamese  and Malaysian  authorities,
will enable  PetroFina to obtain an interest in this field and to participate in
its production.

In  Italy,  the  interests  of  PetroFina  and its three  partners  in the three
concessions  covering the Tempa Rossa field were brought to 25% each,  following
the departure of a previous partner.

In the US,  the Group  made  three  commercial  discoveries  of gas.  In Alaska,
production  from the Badami field,  where  PetroFina  holds 30%,  started in the
month of August.

<PAGE>

DOWNSTREAM

Throughput of Group refineries  (excluding  Angola) reached 695,500 barrels per
day, which is a 4% increase over the record level of 1997.

The sale of petrol by the Fina network in Europe  increased  by 6.4%,  following
expansion  and  modernisation  of the  network  and thanks to  improved  service
quality.

In order to further concentrate its marketing  activities around its refineries,
PetroFina  entered  into an  agreement  in  principle  with  Shell in  September
covering the exchange of Fina's marketing  operations in Norway for Shell petrol
stations in the Netherlands.  This agreement should enable Fina to significantly
strengthen its commercial impact in the heart of Benelux.

During the summer, as part of the  repositioning of its presence in Africa,  the
Group sold all of its downstream oil operations in Gabon,  Rwanda and Burundi as
well as 49% of its marketing operations in the Congo.

CHEMICALS

In May, the Boards of Directors of PetroFina and BASF approved the  construction
of the world's biggest steam cracker on the site of the Group's refinery in Port
Arthur,  Texas.  This  plant,  in which  PetroFina  will  hold 40% will  produce
ethylene and propylene and will strengthen the Group's industrial integration in
the US with effect from the end of the year 2000.

In the US, two expansion  investments  have been completed,  with the successful
start-up  of two new units in the fourth  quarter:  a  production  line for high
density  polyethylene  at Bayport,  which  doubles the site  capacity to 385,000
tonnes  per year,  and a nineth  polypropylene  production  line in the La Porte
factory,  which will  increase  its annual  production  capacity  to one million
tonnes.

The engineering work for a third production unit for  polypropylene on the Feluy
site, with an annual capacity of 380,000 tonnes, has been realized with start-up
forecast for 2001.

During the year, debottleneckings and improvements to the plants in Belgium have
led  to  additional  production   capacities  for  ethylene,   polyethylene  and
polypropylene of 100,000, 50,000 and 20,000 tonnes each, increasing their annual
production capacities to 1,200,000, 500,000 and 420,000 tonnes respectively.

<PAGE>

PetroFina concluded two agreements with the Solvay group covering industrial and
technical  cooperation in the area of high density  polyethylene (HDPE): the two
groups will share the  production  of factories  which will be built in Belgium,
one by Solvay and the other by  PetroFina,  in 2002 and 2005  respectively.  The
technical  agreement  provides  access for  PetroFina to a worldwide  license to
produce HDPE using chrome  catalysts,  and for Solvay,  access to a user license
and PetroFina's  technical know-how in the area of metallocenes.  Both companies
will combine their research and development into metallocene and other catalysts
to be used in HDPE.

PAINTS

In a general  context  marked,  in the second  half year,  by the effects of the
Asian crisis on the marine and anti-corrosion paints, the Sigma group achieved a
12%  profit  increase.  In the  decorative  paints  sector,  the  closure of old
factories  in  Germany  and  Denmark,  and higher  production  in France and the
Netherlands, considerably improved productivity and efficiency. Sigma's sales of
paints to industry  reached  record  levels,  particularly  in coil coatings and
industrial paints.

(*) In order to provide a better measure of the  operational  performance of the
Group  in the  present  market  condition,  PetroFina  decided  to  present  the
recurrent results in 1998, and to restate the recurrent results for 1997, on the
basis of replacement cost,  instead of the LIFO method previously  applied.  The
accounting profits are not affected by this restatement.
<PAGE>
<TABLE>
<CAPTION>

Financial highlights as at 31th December (*) (in billion BEF)

A. Recurrent income per segment
(Current cost accounting)                                                                              
                                            North America       Europe and rest of the         Consolidated
                                                                         world
<S>                                        <C>           <C>       <C>           <C>          <C>            <C>


                                            1997           1998        1997        1998          1997            1998

Upstream                                       1,6          0,2        23,9        12,8            25,5            13,0
Downstream                                     3,9          1,5         9,5        12,1            13,4            13,6
Chemicals                                      4,3          4,3         6,2         5,3            10,5             9,6
Paints                                                                  1,7         1,8             1,7             1,8
Other activities                              -0,8         -0,9        -0,8        -0,4            -1,6            -1,3

Operating income                               9,0          5,1        40,5        31,6            49,5            36,7
Net financial charges                                                                              -4,6            -3,1
Taxes                                                                                             -21,3           -10,3

Recurrent consolidated net income                                                                  23,6            23,3

PetroFina net income (recurrent)                                                                   22,9            23,1

Non recurrent charges and revenues                                                                 -0,9            -4,1

Consolidated results                                                                               22,7            19,2

PetroFina consolidated results                                                                     22,1            19,0
Minority interest                                                                                   0,6             0,2

B. Non recurrent elements

Capital gains on assets sold

Upstream                                       0,3          1,7                     0,8             0,3             2,5
Downstream                                                 -0,1                     1,7                             1,6

</TABLE>
<PAGE>
<TABLE>

<S>                                        <C>           <C>       <C>           <C>          <C>            <C>
Inventory write down and LIFO effects
Downstream                                    -1,1         -2,1        -0,1        -6,3            -1,2            -8,4
Chemicals                                     -0,2         -1,7                    -0,5            -0,2            -2,2

Impairment test SFAS 121                                                           -2,6                            -2,6

Accelerated D D & A                                                    -0,6        -0,9            -0,6            -0,9

Other non recurrent elements                               -0,2        -0,9         1,2            -0,9             1,0

Non recurrent taxes                            0,3          3,2         1,4         1,7             1,7             4,9

Total non recurrent elements                  -0,7          0,8        -0,2        -4,9            -0,9            -4,1


C. Cash flow (Group share)                                                                         55,1            56,6

D. Data per share (BEF per share)

Net earnings                                                                                        946             811
Cash flow                                                                                         2,360           2,415

Average number of share outstanding                                                          23.350.612      23.440.102


F. Operating data

Dollar average rate (BEF/USD)                                                                     35,76           36,29
Brent price (USD/barrel)                                                                          19,10           12,70
US gas price (USD per thousand cubic                                                               2,60            2,10
feet)
Crude oil production (million barrels)                                                            53,90           51,10
Natural gas production (Billion cubic                                                            208,90          187,30
feet)
Crude processed in refineries                                                                   669.100         695.500
(barrels per day)
Crude oil refinery margin in Europe                                                                2,40            2,45
(USD/ barrel)
Polymer production (tons)                                                                     2.170.000       2.213.000

(*) Recurrent data related to 97 are restated in current cost accounting

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

   Financial highlights as at 31th December (*) (in million USD)

A. Recurrent income per segment
(Current cost accounting)                                                                              
                                            North America       Europe and rest of the         Consolidated
                                                                         world

<S>                                         <C>           <C>       <C>          <C>         <C>             <C>

                                            1997           1998        1997        1998          1997            1998

Upstream                                      44,7          5,5       668,0       352,7           712,7           358,2
Downstream                                   109,0         41,3       265,5       333,5           374,5           374,8
Chemicals                                    120,2        118,5       173,3       146,0           293,5           264,5
Paints                                                                 47,5        49,6            47,5            49,6
Other activities                             -22,4        -24,8       -22,3       -11,0           -44,7           -35,8

Operating income                             251,5        140,5     1.132,0       870,8         1.383,5         1.011,3
Net financial charges                                                                            -128,6           -85,4
Taxes                                                                                            -595,3          -283,8

Recurrent consolidated net income                                                                 659,6           642,1

PetroFina net income (recurrent)                                                                  640,0           636,5

Non recurrent charges and revenues                                                                -25,1          -113,0

Consolidated results                                                                              634,5           529,1

PetroFina consolidated results                                                                    617,7           523,6
Minority interest                                                                                  16,8             5,5

</TABLE>
<PAGE>
<TABLE>

<S>                                         <C>           <C>       <C>          <C>         <C>             <C>

B. Non recurrent elements

Capital gains on assets sold

Upstream                                       8,4         46,8                    22,0             8,4            68,8
Downstream                                                 -2,8                    46,9                            44,1

Inventory write down and LIFO effects

Downstream                                   -30,7        -57,9        -2,8      -173,6           -33,5          -231,5
Chemicals                                     -5,6        -46,8                   -13,8            -5,6           -60,6

Impairment test SFAS 121                                                          -71,6                           -71,6

Accelerated D D & A                                                   -16,8       -24,8           -16,8           -24,8

Other non recurrent elements                               -5,5       -25,2        33,1           -25,2            27,6

Non recurrent taxes                            8,4         88,2        39,2        46,8            47,6           135,0

Total non recurrent elements                 -19,5         22,0        -5,6      -135,0           -25,1          -113,0

C. Cash flow (Group share)                                                                      1.540,0         1.559,7

D. Data per share (USD per share)

Net earnings                                                                                       26,5            22,3
Cash flow                                                                                          66,0            66,5

Average number of share outstanding                                                          23.350.612      23.440.102


F. Operating data

Dollar average rate (BEF/USD)                                                                     35,78           36,29
Brent price (USD/barrel)                                                                          19,10           12,70
US gas price (USD per thousand cubic                                                               2,60            2,10
feet)
Crude oil production (million barrels)                                                            53,90           51,10
Natural gas production (Billion cubic                                                            208,90          187,30
feet)
Crude processed in refineries                                                                   669.100         695.500
(barrels per day)
Crude oil refinery margin in Europe                                                                2,40            2,45
(USD/ barrel)
Polymer production (tons)                                                                     2.170.000       2.213.000

  (*) Recurrent data related to 97 are restated in current cost accounting

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Financial highlights as at 31th December (*) (in million EURO)

A. Recurrent income per segment
(Current cost accounting)                                                                              
                                            North America       Europe and rest of the         Consolidated
                                                                         world
<S>                                        <C>           <C>       <C>           <C>          <C>            <C>


                                            1997           1998        1997        1998          1997            1998

Upstream                                      39,7          5,0       592,5       317,3           632,2           322,3
Downstream                                    96,7         37,2       235,5       300,0           332,2           337,2
Chemicals                                    106,6        106,6       153,7       131,4           260,3           238,0
Paints                                                                 42,1        44,6            42,1            44,6
Other activities                             -19,8        -22,3       -19,8        -9,9           -39,6           -32,2

Operating income                             223,2        126,5     1.004,0       783,4         1.227,2           909,9
Net financial charges                                                                            -114,0           -76,8
Taxes                                                                                            -528,1          -255,4

Recurrent consolidated net income                                                                 585,1           577,7

PetroFina net income (recurrent)                                                                  567,7           572,6

Non recurrent charges and revenues                                                                -22,4          -101,6

Consolidated results                                                                              562,7           476,0

PetroFina consolidated results                                                                    547,8           471,1
Minority interest                                                                                  14,9             5,0

</TABLE>
<PAGE>
<TABLE>
<S>                                        <C>           <C>       <C>           <C>          <C>            <C>
B. Non recurrent elements

Capital gains on assets sold

Upstream                                       7,4         42,2                    19,8             7,4            62,0
Downstream                                                 -2,5                    42,1                            39,6

Inventory write down and LIFO effects

Downstream                                   -27,2        -52,1        -2,5      -156,1           -29,7          -208,2
Chemicals                                     -5,0        -42,1                   -12,4            -5,0           -54,5

Impairment test SFAS 121                                                          -64,5                           -64,5

Accelerated D D & A                                                   -14,9       -22,3           -14,9           -22,3

Other non recurrent elements                               -5,0       -22,3        29,8           -22,3            24,8

Non recurrent taxes                            7,4         79,3        34,7        42,2            42,1           121,5

Total non recurrent elements                 -17,4         19,8        -5,0      -121,4           -22,4          -101,6


C. Cash flow (Group share)                                                                      1.365,9         1.403,1

D. Data per share (EURO per share)

Net earnings                                                                                       23,5            20,1
Cash flow                                                                                          58,5            59,9

Average number of share outstanding                                                          23.350.612      23.440.102


F. Operating data

Dollar average rate (BEF/USD)                                                                     35,76           36,29
Brent price (USD/barrel)                                                                          19,10           12,70
US gas price (USD per thousand cubic                                                               2,60            2,10
feet)
Crude oil production (million barrels)                                                            53,90           51,10
Natural gas production (Billion cubic                                                            208,90          187,30
feet)
Crude processed in refineries                                                                   669.100         695.500
(barrels per day)
Crude oil refinery margin in Europe                                                                2,40            2,45
(USD/ barrel)
Polymer production (tons)                                                                     2.170.000       2.213.000

(*) Recurrent data related to 97 are restated in current cost accounting


This press release is also available in French 
This press release is also available in Flemish

</TABLE>
<PAGE>
                                   SIGNATURES


                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                                PETROFINA



Date:   January 28, 1999                      By:   /s/   Francois Vincke
        -----------------                          ---------------------------
                                                    Name:  Francois Vincke
                                                    Title: Secretary General





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