Stolt Offshore S.A.
Combines Stolt Comex Seaway and ETPM

A subsidiary of     c/o Stolt Offshore M.S. Limited    Tel:  + 44 1932 773700
Stolt-Nielsen S.A.  Dolphin House                      Fax:  + 44 1932 773701
                    Windmill Road                      www.stoltoffshore.com
                    Sunbury-on-Thames
                    Middlesex TW16 7HT
                    England

NEWS RELEASE                          Contact:  Julian Thomson
                                                US (877) 603 0267 (toll free)
                                                UK (124) 718436
                                                julian.thomson@stoltoffshore.com


                STOLT OFFSHORE S.A. TO RESTRUCTURE SHARE CAPITAL
              RECLASSIFYING CLASS A SHARES TO VOTING COMMON SHARES


London, England - November 13, 2000 - Stolt Offshore S.A. (SOSA) (Nasdaq: SCSWF,
SCSAY;  Oslo Stock  Exchange:  SCS, SCSA) today  announced plans to simplify its
share structure. Subject to shareholder approval, the SOSA share capital will be
restructured so there are only two classes of shares outstanding:  voting Common
Shares and voting  Founder's  Shares.  The outstanding  47.4 million  non-voting
Class A Shares will be reclassified as Common Shares on a share for share basis.
Additionally,  SOSA's 34 million outstanding  convertible Class B Shares will be
converted  into 17 million  Common  Shares in  accordance  with the terms of the
Class B Shares,  that is, on the  basis of two  Class B Shares  into one  Common
Share. The Common Shares will be listed in Norway on the Oslo Stock Exchange and
trade as ADRs in the U.S. on Nasdaq.  Finally,  to maintain  the voting power of
the Class B Shareholders  following the conversion of Class B Shares into Common
Shares,  SOSA will issue 21.8  million  newly  created  Founder's  Shares to the
holders of the Class B Shares.  The Founder's Shares,  substantially  similar to
those of Stolt-Nielsen S.A., would carry only nominal economic rights and not be
considered  part of the share  capital of the Company.  They would vote together
with the 87.2 million Common Shares and would  represent at all times 20% of the
voting  shares  of SOSA.  The  share  restructuring  plan  does not  change  the
underlying economic interests of existing  shareholders.  It is anticipated that
the share  restructuring  will be tax-free to the  Company's  U.S. and Norwegian
based shareholders.

The SOSA  restructuring  will require the approval of  shareholders at a general
vote of all shares as well as the separate approval of the holders of each class
of shares voting as a separate class. In each case, a quorum of 50% and approval
of  two-thirds  of those shares  voting is  required.  The  shareholder  vote is
planned for early 2001 with implementation  taking place shortly thereafter.  If
the  shareholders  approve  the  proposed  restructuring  plan,  there  would be
outstanding 87.2 million Common Shares and 21.8 million Founder's Shares.

Jacob   Stolt-Nielsen,   Chairman  of  SOSA,  said,  "If  approved,   the  share
restructuring  will eliminate the non-voting  Class A Shares leaving SOSA with a
single  class of voting  Common  Shares  and  single  class of voting  Founder's
Shares.  This  share  structure  will  hopefully  result  in  a  simpler,   more
transparent ownership structure and provide for increased liquidity in financial
markets which we hope will increase shareholder value."

Stolt  Offshore is a leading  offshore  contractor  to the oil and gas industry,
specializing in technologically  sophisticated  offshore and subsea engineering,
flowline and pipeline lay,  construction,  inspection and maintenance  services.
The Company operates in Europe, the Middle East, West Africa, Asia Pacific,  and
the Americas.

This news release  contains  forward  looking  statements as defined in the U.S.
Private  Securities  Litigation  Reform Act of 1995.  Actual future  results and
trends could differ  materially  from those set forth in such  statements due to
various factors.  Additional  information  concerning these factors is contained
from time to time in the Company's  U.S. SEC filings,  including but not limited
to the  Company's  report on form 20-F for the year  ended  November  30,  1999.
Copies of these filings may be obtained by contacting the Company or the SEC.

A conference  call will be held to discuss the details of the  restructuring  of
SOSA:

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                         Conference
                        Call Details                   PostView Facility
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Date & Time           November 14, 2000          Available directly after the
                      9AM EST (2PM BST)          conference until 5:00pm EDT on
                                                 Wednesday, November 15, 2000


Participants          Christopher J. Wright      SOSA Deputy Chairman and
                                                  SNSA Chief Operating Officer
                                                  and President
                      Jan Chr.Engelhardsten      SNSA Chief Financial Officer


Phone                 1 212 346-7496             +1 800 633 8284 (in U.S.)
                                                 +1 858 812 6440 (outside U.S.)

Reservation Number                               16936384

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Live Webcast  conference  call is available via the  company's  Internet site
www.stoltoffshore.com  commencing on Tuesday, November 14th 2000 at 9:00am EST
(2:00pm BST). A playback of the conference call commences on Tuesday, November
14th 2000 after  12:00 noon EST (5:00pm BST).
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