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 September, 2002

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



                            c/o Stolt-Nielsen Limited
                                  Aldwych House
                                  71-91 Aldwych
                                 London WC2B 4HN
                                     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 whether the registrant by furnishing the
information contained in this Form 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-
                                                 ---------------





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         In accordance with General Instruction B, item (iii), attached herewith
is the press release, dated September 26, 2002, containing revised earnings
guidance for full year 2002 earnings. The press release filed pursuant to this
Form 6-K shall be deemed to be incorporated by reference into the registrant's
Registration Statements on Form S-8 (No. 333-11178 and 333-06958) and to be a
part of such registration statements from the date of the filing thereof, to the
extent not superseded by documents or reports subsequently filed.

         Certain statements contained in the press release filed pursuant to
this Form 6-K are "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 relate to the registrant's expectations, beliefs,
intentions or strategies regarding the future. These statements may be
identified by the use of words like "anticipate," "believe," "estimate,"
"expect," "intend," "may," "plan," "project," "will," "should," and "seek" and
similar expressions.

            The forward-looking statements that the registrant makes reflect its
current views and assumptions with respect to future events and are subject to
risks and uncertainties. Actual and future results and trends could differ
materially from those set forth in such statements due to various factors,
including risk factors listed from time to time in the registrant's filings with
the Securities and Exchange Commission. Many of these factors are beyond the
registrant's ability to control or predict. Given these uncertainties, you
should not place undue reliance on the forward-looking statements. The
registrant undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.



<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-NIELSEN S.A.


Date:    September 26, 2002              By:  /s/ ALAN B. WINSOR
                                            -------------------------------
                                            Name:  Alan B. Winsor
                                            Title: Attorney-in-Fact