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 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 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-________
<PAGE>
     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 and announcing the retirement of the
registrant's chief executive officer. 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 F-3 (No. 333-86288) and Form S-8 (No. 333-74321,
333-09292 and 333-85168) 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the date of the filing thereof, to the extent not superseded by documents or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 OFFSHORE S.A.


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