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 February, 2005

                        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 (i), attached herewith as Exhibit
99.1 is a press release, dated February 22, 2005, whereby Stolt Offshore S.A.
(the "Company") announced its results for the fourth quarter and full year ended
November 30, 2004.

The attached press release shall be deemed to be incorporated by reference into
the prospectuses forming a part of the Company's Registration Statements on Form
S-8 (No. 33-85168, No. 333-9292 and No. 333-74321) and the Company's
Registration Statements on Form F-3 and Form F-3/A (No. 333-86288) and to be a
part of such prospectuses from the date of the filing thereof.

Certain statements contained in the press release 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:  February 24, 2005               By: /s/ Stuart Jackson
                                           -------------------------------------
                                        Name:  Stuart Jackson
                                        Title: Chief Financial Officer