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 June, 2004

                        Commission File Number: 000-21742

                              Stolt Offshore S.A.
                 ----------------------------------------------
                 (Translation of registrant's name into English)



                          c/o Stolt Offshore M.S. Ltd.
                                  Dolphin House
                                  Windmill Road
                                Sunbury-on-Thames
                          Middlesex, TW16 7HT, England
                    (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 if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):
                                                    -----------

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):
                                                    -----------

     Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby 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>

     In accordance with General Instruction B, item (iii), included in this
filing of Form 6-K are the following materials regarding an Extraordinary
General Meeting of Stolt Offshore S.A., a Luxembourg company, to be held on June
30, 2004:

1.   A Shareholders Circular and Notice of Extraordinary General Meeting, dated
     June 10, 2004, with (i) Letter of the Chairman of Stolt Offshore S.A. dated
     June 10, 2004 inter alia advising of Extraordinary General Meeting and (ii)
     Notice of Extraordinary General Meeting.

2.   Depositary's Notice (of Citibank, N.A.) re Extraordinary General Meeting of
     Stolt Offshore S.A.

3.   Blank form of front and back Proxy Card/Voting Instructions for American
     Depositary Shares (ADSs)

     The above materials were mailed on June 10, 2004 by Citibank, N.A. to all
holders of American Depositary Shares (ADSs) (each of which represents one
Common Share of Stolt Offshore S.A.) of record as of June 9, 2004.

     Certain statements contained in the documents furnished pursuant to this
Form 6-K may include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements may be identified by the use of words like
"anticipate," "believe," "estimate," "expect," "intend," "may," "plan,"
"project," "will," "should," "seek," and similar expressions. The
forward-looking statements reflect the Company's current views and assumptions
and are subject to risks and uncertainties. The following factors, and others
which are discussed in the Company's public filings and submissions with the
U.S. Securities and Exchange Commission, are among those that may cause actual
and future results and trends to differ materially from the Company's
forward-looking statements: the terms, conditions and amount of the Company's
indebtedness; the Company's ability to restructure its indebtedness and obtain
additional bonding facilities; the Company's ability to recover costs on
significant projects; the general economic conditions and competition in the
markets and businesses in which the Company operates; the Company's relationship
with significant customers; the outcome of legal proceedings or governmental
inquiries; uncertainties inherent in operating internationally; the impact of
laws and regulations; and operating hazards, including spills and environmental
damage. Many of these factors are beyond the Company's ability to control or
predict. Given these factors, you should not place undue reliance on the
forward-looking statements.

<PAGE>

                                    SIGNATURE


     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.


                                      STOLT OFFSHORE S.A.


Date: June 10, 2004                   By: /s/ Alan B. Winsor
                                         ---------------------------------------
                                         Name:  Alan B. Winsor
                                         Title: Attorney-in-Fact

<PAGE>

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you should consult your stockbroker,
bank manager, legal adviser, accountant, or other institutional adviser
immediately.


The Company announced on 3 June 2004 that the Shareholders entitled to vote at
the Extraordinary General Meeting are those Shareholders of record as at the
close of business on 9 June 2004.



--------------------------------------------------------------------------------


                               STOLT OFFSHORE S.A.

                             Societe anonyme holding
             Registered office: L-1946 Luxembourg, 26, rue Louvigny
                          R.C.S. Luxembourg: B - 43.172

                              SHAREHOLDERS CIRCULAR

                                       and

                     NOTICE OF EXTRAORDINARY GENERAL MEETING


--------------------------------------------------------------------------------




This document should be read as a whole. Your attention is drawn to the letter
from the Chairman of Stolt Offshore S.A. which is set forth herein and which
recommends you to vote in favour of the resolutions to be proposed at the
Extraordinary General Meeting referred to below.

Notice of an Extraordinary General Meeting of Stolt Offshore S.A. to be held at
the offices of Services Generaux de Gestion S.A., 23 avenue Monterey, L-2086
Luxembourg at 2.00 p.m. on 30 June 2004 is set out at the end of this document.

This document provides information solely to assist Shareholders in considering
how to vote at the Extraordinary General Meeting and is addressed solely to
Shareholders. It may not be used or relied upon by any other person. This
document does not constitute an offer to sell or a solicitation of an offer to
buy any securities of Stolt Offshore S.A.



This document is dated 10 June 2004.

<PAGE>


                                    CONTENTS

                                                                            PAGE

Part I:   Letter from the Chairman of Stolt Offshore S.A.                      2



Part II:  Biographies of Proposed Directors                                    3



Notice of Extraordinary General Meeting                                        4




Forward-Looking Statements: Certain statements made in this document may include
"forward-looking statements" within the meaning of Section 27A of the U.S.
Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of
1934. These statements may be identified by the use of words like "anticipate",
"believe", "estimate", "expect", "intend", "may", "plan", "project", "will",
"should", "seek", and similar expressions. The forward-looking statements
reflect our current views and assumptions and are subject to risks and
uncertainties. The following factors, and others which are discussed in our
public filings and submissions with the U.S. Securities and Exchange Commission,
are among those that may cause actual and future results and trends to differ
materially from our forward-looking statements: the terms, conditions and amount
of our indebtedness; our ability to restructure our indebtedness; our ability to
recover costs on significant projects; the general economic conditions and
competition in the markets and businesses in which we operate; our relationship
with significant customers; the outcome of legal proceedings; uncertainties
inherent in operating internationally; the impact of laws and regulations; and
operating hazards, including spills and environmental damage. Many of these
factors are beyond our ability to control or predict. Given these factors, you
should not place undue reliance on the forward-looking statements.

<PAGE>

                                     PART I

                 LETTER FROM THE CHAIRMAN OF STOLT OFFSHORE S.A.

Stolt Offshore S.A.

[GRAPHIC OMITTED]

Societe Anonyme Holding                   Mailing address:
R.C. Luxembourg B. 43172                  c/o Stolt Offshore M.S. Ltd.
Registered Office:                        Dolphin House
26, rue Lougivny                          Windmill Road
L-1946 Luxembourg                         Sunbury-on-Thames
                                          Middlesex TW16 7HT
                                          United Kingdom



To Stolt Offshore S.A. Shareholders



Dear Shareholder


I am writing to notify you of an Extraordinary General Meeting of Shareholders
of Stolt Offshore S.A. (the "Company") to be held on Wednesday, 30 June 2004 at
1400 local time at the offices of Services Generaux de Gestion S.A., 23, avenue
Monterey, L-2086 Luxembourg.

The purpose of this meeting is to consider and approve a recommendation of the
Board of Directors to elect Mr. George Doremus and Mr. Trond Westlie to the
Board of the Company for a term to expire at the next Annual General Meeting of
Shareholders, thereby increasing the number of Board members from seven to nine.

Your vote is important. Please sign, date and promptly return the enclosed Proxy
Card to ensure that it will be received in time to be voted at the Extraordinary
General Meeting.

The Board of Directors of the Company unanimously recommends that you vote for
the election of Mr. Doremus and Mr. Westlie to the Board of the Company.


Sincerely,


/s/ Jacob Stolt-Nielsen



Jacob Stolt-Nielsen
Chairman of the Board

                                       2

<PAGE>

             Registered office: L-1946 Luxembourg, 26, rue Louvigny
                          R.C.S. Luxembourg: B - 43.172




                                     PART II

                      BIOGRAPHIES OF NOMINEES FOR DIRECTOR

Mr Trond 0 Westlie


Mr Westlie was Group Executive Vice President and Chief Financial Officer of
Aker Kvaerner ASA from 2002 to 2004, Executive Vice President and Chief
Financial Officer of Aker Maritime ASA from 2000 to 2002 and Executive Vice
President, Business Development for Aker RGI ASA from 1998 to 2000. He holds
Bachelor degrees from Handelsakaderniet and Agder Distrikshogskole and he is a
State Authorised Public Auditor. Mr Trond Westlie is a Norwegian citizen.



Mr George H Doremus


Mr Doremus is Chief Executive Officer of Gulf Energy Technologies Inc. and Erie
Power Technologies/Keystone Energy. He was Executive Vice President, Oil Gas and
Process International for Aker Kvaerner ASA from 2001 to 2003 and with the
Parsons Corporation from 1991 to 2001 where he was Vice President , Manager of
Eastern Hemisphere Projects & Middle Eastern Operations from 1999 to 2001. He
has MS and BS degrees in Mechanical Engineering from New Jersey Institute of
Technology and an MBA from New York University. Mr George Doremus is a US
citizen.


                                       3
<PAGE>


                     NOTICE OF EXTRAORDINARY GENERAL MEETING


                       Stolt Offshore S.A. (the "Company")

                             Societe anonyme holding
             Registered office: L-1946 Luxembourg, 26, rue Louvigny
                          R.C.S. Luxembourg: B - 43.172



NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING OF the shareholders
of the Company will be held at the offices of Services Generaux de Gestion S.A.,
23, avenue Monterey, L-2086 Luxembourg at 2:00 pm Luxembourg time on 30 June
2004 which will have the following agenda:

(i)  TO INCREASE the number of the members of the Board of Directors of the
     Company from seven to nine.

(ii) TO ELECT Mr George Doremus and Mr Trond Westlie as new Directors of the
     Company to hold office until the next Annual General Meeting of
     Shareholders of the Company and until their respective successors have been
     duly elected and qualified.

The quorum and majority requirements of the Luxembourg law of 10 August 1915 on
commercial companies, as amended, and of the Company's articles of incorporation
are applicable to the vote on the proposed resolutions at the aforesaid
extraordinary general meeting of the shareholders of the Company and at any
adjournments thereof.

The Board of Directors of the Company has determined that Shareholders of record
at the close of business on 9 June 2004 will be entitled to vote at the
aforesaid extraordinary general meeting of the shareholders of the Company and
at any adjournments thereof.



Jacob Stolt-Nielsen

Chairman of the Board

10 June 2004

To ensure shareholders' representation at the extraordinary general meeting of
the shareholders of the Company and at any adjournments thereof, Shareholders
are hereby requested to fill in, sign, date and return the form of proxy
enclosed with the Circular (which may also be obtained from the registered
office of the Company) at the latest by 2:00 pm Luxembourg time on 25 June 2004,
in the return envelope provided for such purpose. Holders of American Depositary
Receipts will receive a separate Depositary's Notice of Shareholders' Meeting of
Stolt Offshore S.A. and should comply with the voting instructions and deadline
contained therein (which will be prior to that set forth above). The return of
the form of proxy form will not affect your right to revoke it or vote in person
should you later decide to attend the meeting.

                                       4
<PAGE>

Time Sensitive
  Materials
                             Depositary's Notice of
                            Shareholders' Meeting of
                               Stolt Offshore S.A.
--------------------------------------------------------------------------------
 ADSs:                            American Depositary Shares, evidenced by
                                  American Depositary Receipts ("ADRs").
--------------------------------------------------------------------------------

 ADS CUSIP No.:                  861567105.
 -------------------------------------------------------------------------------

 ADS Record Date:                June 9, 2004.
 -------------------------------------------------------------------------------

 Meeting Specifics:              Extraordinary General Meeting - June 30, 2004
                                 at 2:00 P.M. (local time) at the offices of
                                 Services Generaux de Gestion S.A., 23,
                                 avenue Monterey, L-2086 Luxembourg.

--------------------------------------------------------------------------------
 Meeting Agenda:                 Please refer to the Company's Notice of
                                 Extraordinary General Meeting enclosed
                                 herewith.
--------------------------------------------------------------------------------
 ADS Voting Instructions         On or before 10:00 A.M. (New York City time) on
 Deadline:                       June 24, 2004.
--------------------------------------------------------------------------------
 Deposited Securities:           Common shares, $2.00 par value per Share, of
                                 Stolt Offshore S.A., a company incorporated
                                 with limited liability under the laws of
                                 Luxembourg (the "Company").
--------------------------------------------------------------------------------
 ADS Ratio:                      1 Common Share to 1 ADS.
--------------------------------------------------------------------------------
 Depositary:                     Citibank, N.A.
 -------------------------------------------------------------------------------
 Custodian of                    Den norske Bank ASA, Oslo, Norway.
 Deposited Securities:
 -------------------------------------------------------------------------------

 Deposit                         Agreement: Amended and Restated
                                 Deposit Agreement, dated as of
                                 July 2, 2002, among the Company,
                                 the Depositary and all Holders and
                                 Beneficial Owners from time to
                                 time of ADRs, evidencing ADSs,
                                 issued thereunder.
 -------------------------------------------------------------------------------

To be counted, your Voting Instructions need to be received by the Depositary
prior to 10:00 A.M. (New York City time) on June 24, 2004.


<PAGE>


     The Company has announced that an Extraordinary General Meeting of
Shareholders (the "Meeting") will be held at the date, time and location
identified above. A copy of the Notice of Extraordinary General Meeting from the
Company which includes the agenda for such Meeting is enclosed.*

     Holders of ADSs wishing to give voting instructions to the Depositary must
sign, complete and return the enclosed Voting Instructions prior to the ADS
Voting Instructions Deadline in the enclosed pre-addressed envelope.

     Voting Instructions may be given only in respect of a number of American
Depositary Shares representing an integral number of Shares or other Deposited
Securities.

     Please note that Holders and Beneficial Owners must be record holders of
the Company's ADSs as of June 2, 2004 to receive the proxy material. Please
further note that only those Holders and Beneficial Owners who are record
holders of the Company's ADSs as of the close of business on June 9, 2004 are
entitled to vote at the Meeting.

     Upon timely receipt of signed and completed Voting Instructions from a
Holder of ADSs, the Depositary shall endeavor, insofar as practicable and
permitted under applicable law and the provisions of the Deposited Securities,
to cause the Custodian to vote (or to cause to be voted by means of the
appointment of a proxy or otherwise) the Deposited Securities in respect of
which Voting Instructions have been received in accordance with the instructions
contained therein.

     The information contained herein with respect to the Meeting has been
provided by the Company. Citibank, N.A. is forwarding this information to you
solely as Depositary and in accordance with the terms of the Deposit Agreement
and disclaims any responsibility with respect to the accuracy or completeness of
such information. Citibank, N.A. does not, and should not be deemed to, express
any opinion with respect to the proposals to be considered at the Meeting. The
rights and obligations of Holders and Beneficial Owners of ADSs, the Company and
the Depositary are set forth in their entirety in the Deposit Agreement and are
summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement,
please contact the Depositary at the number set forth below.

     If you have any questions about the way in which Voting Instructions may be
delivered to the Depositary, please contact Citibank, N.A. - Shareholder
Services at 1-877-CITI-ADR (1-877-248-4237).



                   Citibank, N.A., as Depositary





----------------------------
* Pursuant to Section 4.9 of the Deposit Agreement, Holders of record of ADSs as
of the close of business on the ADS Record Date will be entitled, subject to any
applicable provisions of the laws of Luxembourg and the Articles of
Incorporation of the Company, and the provisions of or governing the Deposited
Property, to instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the Deposited Securities represented by such Holders' ADSs.

<PAGE>

 The Voting Instructions must be signed, completed and received at the indicated
       address prior to 10:00 A.M. (New York City time) on June 24, 2004
                            for action to be taken.

2004 VOTING INSTRUCTIONS                              AMERICAN DEPOSITARY SHARES
--------------------------------------------------------------------------------


                       Stolt Offshore S.A. (the "Company")

CUSIP No.:                861567105
ADS Record Date:          June 9, 2004.
Meeting Specifics:        Extraordinary General Meeting - June 30, 2004 at
                          2:00 P.M. (local time) at the offices of Services
                          Generaux de Gestion S.A., 23, avenue Monterey,
                          L-2086 Luxembourg.
Meeting Agendas:          Please refer to the Company's Notice of Extraordinary
                          General Meeting enclosed herewith.
Depositary:               Citibank, N.A.
Deposit Agreement:        Amended and Restated Deposit Agreement, dated as of
                          July 2, 2002.
Deposited Securities:     Common shares, $2.00 par value per Share, of the
                          Company.
Custodian:                Den norske Bank ASA, Oslo, Norway.



The undersigned holder, as of the ADS Record Date, of the American Depositary
Receipt(s) issued under the Deposit Agreement and evidencing the American
Depositary Shares identified on the reverse side hereof (such American
Depositary Shares, the "ADSs"), acknowledges receipt of a copy of the
Depositary's Notice of Shareholders' Meeting and hereby irrevocably authorizes
and directs the Depositary to cause to be voted at the Meeting (and any
adjournment or postponement thereof) the Deposited Securities represented by the
ADSs in the manner indicated on the reverse side hereof.

Voting Instructions may be given only in respect of a number of American
Depositary Shares representing an integral number of Shares or other Deposited
Securities.

Please note that Holders and Beneficial Owners must be record holders of the
Company's ADSs as of June 2, 2004 to receive the proxy material. Please further
note that only those Holders and Beneficial Owners who are record holders of the
Company's ADSs as of the close of business on June 9, 2004 are entitled to vote
at the Meeting.

Please indicate on the reverse side hereof how the Deposited Securities are to
be voted.

The Voting Instructions must be marked, signed and returned on time in order to
be counted.

By signing on the reverse side hereof, the undersigned represents to the
Depositary and the Company that the undersigned is duly authorized to give the
voting instructions contained therein.

--------------------------------------------------------------------------------
                                  (DETACH HERE)

<PAGE>



|X|  Please mark your vote as in this example                               0000
                                                                            ----

If these Voting Instructions are signed and timely returned to the Depositary
but no specific direction as to voting is marked below as to an issue, the
undersigned shall be deemed to have directed the Depositary to give voting
instructions "FOR" the unmarked issue.

                                                  FOR    AGAINST     ABSTAIN


                                               1  [ ]      [ ]         [ ]

                                               2  [ ]      N/A         [ ]







SIGNATURE(S)                                                  DATE
           ---------------------------------------------          -------------

Please sign your name to the Voting Instructions exactly as printed above. When
signing in a fiduciary or representative capacity, give full title as such.
Where more than one owner, each MUST sign. Voting instructions executed by a
corporation should be in full corporate name by a duly authorized officer with
full title as such.

--------------------------------------------------------------------------------

                                   DETACH HERE

1.   TO INCREASE the number of the members of the Board of Directors of the
     Company from seven to nine.
2.   TO ELECT Directors of the Company.
     (a)  George Doremus
     (b)  Trond Westlie