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: 000-16977

                               Stolt-Nielsen S.A.
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                 (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 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-________

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     In accordance with General Instruction B, item (iii), attached herewith as
Exhibit 99.1 is a press release, dated February 17, 2005, announcing the
expiration of the early consent period relating to the pending consent
solicitation by its subsidiary, Stolt-Nielsen Transportation Group Ltd. with
respect to its senior notes.

     The attached press release shall be deemed to be incorporated by reference
into the prospectuses forming a part of the registrant's Registration Statements
on Form S-8 (No.33-28473, No. 333-6900, No. 333-11178 and No. 333-121315) and to
be a part of such prospectuses from the date of the filing thereof.

     Certain statements contained in the above materials 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 our current views and assumptions and are
subject to risks and uncertainties. The following factors, and others which are
discussed in our 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 our forward-looking statements: the terms,
conditions and amount of our indebtedness; our ability to comply with our
financing agreements; Stolt Offshore S.A.'s ability to deliver fixed price
contracts in accordance with customer expectations and recover costs on
significant projects; the success of Stolt Offshore S.A.'s financial and
operational restructuring efforts; the general economic conditions and
competition in the markets and businesses in which we operate; the outcome of
legal proceedings and our status in the U.S. Department of Justice amnesty
program; the impact of negative publicity; environmental challenges and natural
conditions facing our aquaculture business; the impact of laws and regulations;
uncertainties inherent in operating internationally; our relationship with
significant customers; and operating hazards, including marine disasters, spills
or environmental damage. Many of these factors are beyond our ability to control
or predict. Given these factors, you should not place undue reliance on the
forward-looking statements, which only speak as of the date of this Form 6-K. We
do not undertake any obligation to release publicly any revisions of the
forward-looking statements to reflect events or circumstances as of the date of
this Form 6-K or to reflect the occurrence of unanticipated events, except as
may be required under applicable securities laws and regulations.

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                                    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:    February 17, 2005         By:  /s/ Alan B. Winsor
                                      ------------------------------------------
                                      Name:  Alan B. Winsor
                                      Title: Attorney-in-Fact


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