As filed with the Securities and Exchange Commission on June 28, 2004



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 11-K

                                  ANNUAL REPORT
                        PURSUANT TO SECTION 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



(Mark One):

|X|  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934.

For the fiscal year ended December 31, 2003.

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

           For the transition period from __________ to ___________

                       Commission file number 000-16977

A.   Full title of the plan and the address of the plan, if different from that
     of the issuer named below: Stolt-Nielsen Inc. Retirement Savings Plan, c/o
     Stolt-Nielsen Inc., 8 Sound Shore Drive, P.O. Box 2300, Greenwich,
     Connecticut 06836.

B.   Name of issuer of the securities held pursuant to the plan and the address
     of its principal executive office: Stolt-Nielsen S.A., c/o Stolt-Nielsen
     Ltd., Aldwych House, 71-91 Aldwych, London WC2B 4HN, England.
<PAGE>
STOLT-NIELSEN INC. RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS
--------------------------------------------------------------------------------

<TABLE>

                                                                                                                   Page
<S>                                                                                                                <C>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                              1

FINANCIAL STATEMENTS:

          Statements of Assets Available for Benefits as of December 31, 2003 and 2002                               2

          Statement of Changes in Assets Available for Benefits for the Year Ended December 31, 2003                 3

NOTES TO FINANCIAL STATEMENTS                                                                                        4

SCHEDULES:

          Schedule of Assets (Held at End of Year) as of December 31, 2003                                           8
</TABLE>
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Trustees and Participants of the
Stolt-Nielsen Inc. Retirement Savings Plan:

We have audited the accompanying statements of assets available for benefits of
the Stolt-Nielsen Inc. Retirement Savings Plan (the "Plan") as of December 31,
2003 and 2002, and the related statement of changes in assets available for
benefits for the year ended December 31, 2003. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the assets available for benefits of the Plan as of December 31, 2003
and 2002, and the changes in assets available for benefits for the year ended
December 31, 2003, in conformity with accounting principles generally accepted
in the United States of America.

Our 2003 audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) as of December 31, 2003 is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Company's management. The supplemental schedule has been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.



/s/ Deloitte & Touche LLP
New York, New York

June 23, 2004
<PAGE>

<TABLE>
STOLT-NIELSEN INC. RETIREMENT SAVINGS PLAN

STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
---------------------------------------------------------------------------------------

<CAPTION>
                                                            2003               2002
<S>                                                     <C>                <C>
ASSETS
   Investments at fair value                            $ 29,575,778       $ 22,344,180
                                                        -------------      ------------

  Receivables:
    Employer contributions                                    37,713             39,573
    Participant contributions                                 50,887             48,872
    Interest and dividends                                     8,008              9,207
                                                        -------------      ------------

           Total receivables                                  96,608             97,652
                                                        -------------      ------------

ASSETS AVAILABLE FOR BENEFITS                           $ 29,672,386       $ 22,441,832
                                                        =============      ============
</TABLE>

See notes to financial statements.

                                               - 2 -
<PAGE>
<TABLE>
STOLT-NIELSEN INC. RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------------

<S>                                                                         <C>
  Contributions:
    Employer contributions                                                  $ 1,175,631
    Participant contributions                                                 2,325,199
                                                                            ----------

           Total contributions                                                3,500,830
                                                                            ----------

  Investment income:
   Net appreciation in fair value of investments                              5,153,526
   Interest and dividends                                                       440,086
                                                                            -----------

           Net investment income                                              5,593,612
                                                                            -----------

DEDUCTIONS:
  Benefits paid to participants                                              (1,856,784)
  Administrative expenses                                                        (7,104)
                                                                            -------------

           Total deductions                                                  (1,863,888)
                                                                            -----------

DECREASE IN ASSETS AVAILABLE FOR BENEFITS                                     7,230,554

ASSETS AVAILABLE FOR BENEFITS,
   Beginning of year                                                         22,441,832
                                                                            -----------

   End of year                                                              $29,672,386
                                                                            ===========
</TABLE>

See notes to financial statements.

                                               - 3 -
<PAGE>
STOLT-NIELSEN INC. RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003 AND 2002 AND FOR THE YEAR ENDED DECEMBER 31, 2003
--------------------------------------------------------------------------------


1.   PLAN DESCRIPTION

     The following description of the Stolt-Nielsen Inc. Retirement Savings Plan
     (the "Plan") is provided for general information purposes only. More
     complete information regarding the Plan's provisions may be found in the
     plan document. The Plan is subject to the provisions of the Employee
     Retirement Income Security Act of 1974 ("ERISA").

     General - The Plan is a defined contribution plan established by
     Stolt-Nielsen Inc. (the "Company") under the provisions of Section 401(a)
     of the Internal Revenue Code ("IRC"), which includes a qualified deferred
     arrangement as described in Section 401(k) of the IRC, for the benefit of
     all employees who have six consecutive months of service (no minimum number
     of hours of service are required). The Plan was established on January 1,
     1993. Fidelity Investments ("Fidelity"), trustee of the Plan, holds the
     Plan's investments and executes transactions therein.

     Contributions - Each year, participants may contribute 1% to 60% percent of
     their pretax annual compensation, as defined in the Plan, subject to
     certain IRC limitations. Participants may also contribute amounts
     representing distributions from other qualified defined benefit or defined
     contribution plans.

     The Company matches employee contributions equal to 100% of the first 3% of
     eligible compensation, with a further match of 50% of employee
     contributions for the next 2% of eligible compensation.

     Vesting - Effective January 1, 2000, participants are vested immediately in
     their contributions and any qualified Company match, as defined, when made,
     plus actual earnings thereon. Matching contributions made prior to January
     1, 2000, and earnings thereon vest according to the following schedule:


          Years of Service                                 % Vested
                 0                                            0%
                 1                                           33
                 2                                           67
                 3                                          100

     Forfeitures - At December 31, 2003 and 2002, forfeited nonvested accounts
     totaled approximately $4,411 and $7,300, respectively. These accounts will
     be used to reduce future Company matching contributions. The amount of
     forfeited nonvested accounts used to reduce Company matching contributions
     during 2003 totaled approximately $4,115.

     Payment of Benefits - Upon termination of service due to death, disability
     or retirement, a participant may elect to receive an amount equal to the
     value of the participant's vested interest in his/her account by a lump-sum
     distribution, at the discretion of the retiree for account balances greater
     than $5,000. Participant withdrawals for hardship prior to termination of
     employment will be allowed, as defined, subject to a $500 minimum amount.

                                     - 4 -
<PAGE>
     Participant Accounts - Individual accounts are maintained for each of the
     Plan's participants to reflect the participant's share of the Plan's
     income, the Company's contribution, and the participant's contribution.
     Allocations of earnings are based on the allocation and performance of
     investments in the individual participant accounts, as defined.

     Investment Options - Participants direct contributions, including Company
     matching contributions, into eight investment options in 1% increments.
     Participants may change their investment elections daily.

     Participant Loans - Participants may borrow from their fund accounts a
     minimum of $1,000 up to a maximum equal to the lesser of $50,000 less the
     highest outstanding loan balance over the previous 12 months or 50% of
     their account balance. Loan terms range from one to five years or up to 10
     years for the purchase of a primary residence. The loans bear interest at a
     rate commensurate with local prevailing rates as determined by the plan
     administrator. Principal and interest are paid through biweekly payroll
     deductions. As defined by the Plan, the borrowers' vested account balances
     are used as collateral on the participant loans.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Accounting - The accompanying financial statements have been
     prepared in accordance with accounting principles generally accepted in the
     United States of America.

     Use of Estimates - The preparation of financial statements in conformity
     with accounting principles generally accepted in the United States of
     America requires Plan management to make estimates and assumptions that
     affect the reported amounts of assets available for benefits and changes
     therein. Actual results could differ from those estimates.

     Risks and Uncertainties - The Plan utilizes various investment instruments,
     including mutual funds and stock. Investment securities, in general, are
     exposed to various risks, such as interest rate, credit, and overall market
     volatility. Due to the level of risk associated with certain investment
     securities, it is reasonably possible that changes in the values of
     investment securities will occur in the near term and that such changes
     could materially affect the amounts reported in the financial statements.

     Investment Valuation and Income Recognition - The Plan's investments are
     stated at fair value. Quoted market prices are used to value investments.
     Shares are valued at quoted market prices, which represent the net asset
     value of shares held by the Plan at year-end. Participant loans are valued
     at the outstanding loan balances.

     Purchases and sales of securities are recorded on a trade-date basis.
     Interest income is recorded on the accrual basis. Dividends are recorded on
     the ex-dividend date.

     Administrative Expenses - The Company pays all administrative expenses of
     the Plan, with the exception of loan maintenance and origination fees,
     which are paid by the applicable borrower. During 2003, the Company paid a
     total of $19,368 in administrative expenses on behalf of the Plan.

     Payment of Benefits - Benefit payments to participants are recorded upon
     distribution. There were no amounts allocated to accounts of persons who
     have elected to withdraw from the plan but have not yet been paid as of
     December 31, 2003 and 2002.

                                     - 5 -

<PAGE>
3.   INVESTMENTS

     The fair market value of individual assets that represent 5% or more of the
     Plan's assets as of December 31, 2003 and 2002 is as follows:

<TABLE>
                                                                       2003               2002
<S>                                                                <C>                <C>
Fidelity Magellan Fund                                             $ 9,588,876        $ 7,494,522
Spartan U.S. Equity Index                                            5,456,146          4,361,512
Fidelity Balanced Fund                                               4,181,966          3,062,996
Fidelity Intermediate Bond Fund                                      2,291,507          2,185,439
Fidelity OTC Portfolio                                               2,263,661          1,697,930
Fidelity Retirement Government Money Market Portfolio                1,836,830          1,749,910


     During 2003, the Plan's investments (including gains and losses on investments bought and
     sold, as well as held during the year) appreciated in value by $5,153,526 as follows:
</TABLE>

Fidelity Magellan Fund                                            $ 1,815,572
Fidelity Intermediate Bond Fund                                       (14,571)
Fidelity Balanced Fund                                                848,617
Fidelity Spartan U.S. Equity Index                                  1,175,095
Fidelity OTC Portfolio                                                585,898
Fidelity Overseas Fund                                                296,570
Stolt-Nielsen Inc. Stock Fund                                         331,139
Royce Low Priced Stock Fund                                            52,590
Ariel Appreciation Fund                                                24,518
Fidelity Growth Company Fund                                            9,068
Fidelity Freedom Income Fund                                               19
Fidelity Freedom 2000 Fund                                                 36
Fidelity Freedom 2010 Fund                                             11,358
Fidelity Freedom 2020 Fund                                              9,787
Fidelity Freedom 2030 Fund                                                891
Fidelity Freedom 2040 Fund                                              3,169
Fidelity Equity Income Fund                                             4,053
PIMCO Total Return Fund Administrative                                   (283)
                                                                 -------------

Net appreciation in fair value of investments                     $ 5,153,526
                                                                 =============
                                               - 6 -
<PAGE>

4.   TAX STATUS

     The sponsor adopted a non-standardized prototype plan that received an
     Internal Revenue Service opinion letter dated December 5, 2001. The Plan
     Administrator and the Plan's counsel believe that the Plan is designed and
     is currently being operated in compliance with the applicable requirements
     of the Internal Revenue Code.

5.   PLAN TERMINATION

     Although it has not expressed any intent to do so, the Company has the
     right under the Plan to discontinue its contributions at any time and to
     terminate the Plan subject to the provisions of ERISA. In the event of plan
     termination, participants will become fully vested in their accounts.

6.   RELATED PARTY TRANSACTIONS

     Certain plan investments are shares of mutual funds managed by Fidelity
     Investments. Fidelity is the trustee as defined by the Plan and, therefore,
     these transactions qualify as party-in-interest transactions.

     Stolt-Nielsen Inc. is a party-in-interest to the Plan under the definition
     provided in Section 3(14) of ERISA. Therefore, the Stolt-Nielsen Inc. Stock
     Fund transactions qualify as party-in-interest transactions.

     At December 31, 2003 and 2002, the Plan held 119,341 and 172,199 units,
     respectively, of common stock of Stolt-Nielsen S.A., the ultimate parent
     company of the sponsoring employer, with a cost basis of $735,592 and
     $1,262,513, respectively. During the year ended December 31, 2003, the Plan
     recorded dividend income of $14,059 from such common stock.

                                     ******
<PAGE>
<TABLE>
        STOLT-NIELSEN INC. RETIREMENT SAVINGS PLAN

        FORM 5500, SCHEDULE H, PART IV, LINE 4i-                                                    Employer ID#13-1932470
        SCHEDULE OF ASSETS (HELD AT END OF YEAR)                                                                 Plan #002
        DECEMBER 31, 2003
---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
  (a)      (b) Identity of Issue, Borrower, Lessor              (c) Description of                              (e) Current
                       or Similar Party                             Investment              (d) Cost                Value
<S>     <C>                                                      <C>                        <C>                <C>
   *    Fidelity Magellan Fund                                   Mutual Fund                 **                $ 9,588,876
   *    Fidelity Intermediate Bond Fund                          Mutual Fund                 **                  2,291,507
   *    Fidelity Balanced Fund                                   Mutual Fund                 **                  4,181,966
   *    Fidelity Retirement Government Money Market              Money Market                **                  1,836,830
   *    Fidelity Spartan U.S. Equity Index                       Mutual Fund                 **                  5,456,146
   *    Fidelity OTC Portfolio                                   Mutual Fund                 **                  2,263,661
   *    Fidelity Overseas Fund                                   Mutual Fund                 **                  1,131,453
   *    Stolt-Nielsen Inc. Stock Fund                            Employer Stock              **                    528,683
        Royce Low Priced Stock Fund                              Mutual Fund                 **                    488,335
        Ariel Appreciation Fund                                  Mutual Fund                 **                    301,109
   *    Fidelity Growth Company Fund                             Mutual Fund                 **                    175,553
   *    Fidelity Freedom Income Fund                             Mutual Fund                 **                      1,156
   *    Fidelity Freedom 2000 Fund                               Mutual Fund                 **                      2,476
   *    Fidelity Freedom 2010 Fund                               Mutual Fund                 **                    268,832
   *    Fidelity Freedom 2020 Fund                               Mutual Fund                 **                    143,759
   *    Fidelity Freedom 2030 Fund                               Mutual Fund                 **                     10,549
   *    Fidelity Freedom 2040 Fund                               Mutual Fund                 **                     35,953
   *    Fidelity Equity Income Fund                              Mutual Fund                 **                     79,275
        PIMCO Total Return Fund Administrative                   Mutual Fund                 **                     62,575

        *Participant Loans                                    114 loans, maturing through                          727,084
                                                            November 14, 2013 at interest
                                                                   rates of 5.0% to 10.5%
        TOTAL INVESTMENTS                                                                                      $29,575,778
                                                                                                               ===========


        * Permitted party-in-interest

        ** Cost information is not required for participant-directed investments and, therefore, is not included.
</TABLE>

                                                          - 8 -
<PAGE>
                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunder duly authorized.



Dated:  June 28, 2004                      STOLT-NIELSEN INC. RETIREMENT
                                           SAVINGS PLAN



                                               /s/ Eileen M. Graham
                                           ------------------------------------
                                           Eileen M. Graham, Plan Administrator
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number                            Description
-------                           -----------

23.1                Consent of Independent Registered Public Accounting Firm