Stolt-Nielsen Limited      Aldwych House                  Tel:  +44 20 7611 8960
A subsidiary of            71-91 Aldwych                  Fax:  +44 20 7611 8965
Stolt-Nielsen S.A.         London WC2B 4HN                www.Stolt-Nielsen.com
                           England

NEWS RELEASE
                                            Contact: William W. Galvin
                                                     USA 1 203 618 9800
                                                     wwgalvin@galvinpartners.com

                                                     Valerie Lyon
                                                     UK 44 20 7611 8904
                                                     vlyon@stolt.com


                  Stolt-Nielsen S.A. Plans Share Restructuring


London, England - November 13, 2000 - Stolt-Nielsen S.A. (SNSA) (Nasdaq:  STLTF,
STLBY; Oslo Stock Exchange:  SNIB) today announced a  share-restructuring  plan.
Subject to  shareholder  approval,  this will  involve the  reclassification  as
voting  Common  Shares  of the  various  classes  of  non-voting  shares of both
Stolt-Nielsen  S.A. and its 53% owned publicly traded  subsidiary Stolt Offshore
S.A. (SOSA) (Nasdaq: SCSWF, SCSAY; Oslo Stock Exchange: SCS, SCSA).

Reclassification of Stolt-Nielsen S.A. Shares

Subject to shareholder approval, the currently outstanding non-voting SNSA Class
B Shares will be  reclassified  as voting Common  Shares.  The existing class of
Founder's Shares held by the  Stolt-Nielsen  family will remain  outstanding and
continue to constitute  20% of the  outstanding  voting  shares of SNSA.  Voting
rights  attributable to the Founder's  Shares would be revised to remove certain
special  blocking rights,  most of which relate to mergers or acquisitions.  The
Founder's  Shares have only nominal  economic rights and are not considered part
of the share  capital of the Company.  The  reclassified  Common  Shares will be
listed in  Norway on the Oslo  Stock  Exchange  and trade as ADRs in the  United
States on Nasdaq. Following this reclassification,  if approved by shareholders,
SNSA will have outstanding 54.8 million Common Shares and 13.7 million Founder's
Shares.

Reclassification of Stolt Offshore S.A. Shares

Subject to shareholder approval,  the SOSA share capital will be restructured so
that there are only two classes of shares outstanding:  voting Common Shares and
voting Founder's Shares.  In order to simplify the share structure,  the current
47.4 million outstanding Class A Shares will be reclassified to Common Shares on
a one for one basis and SOSA's  current  34.0  million  outstanding  convertible
Class B Shares will be converted into 17.0 million Common Shares on the basis of
one Common  Share for two Class B Shares.  In order to maintain the voting power
of the Class B Shares following their conversion,  SOSA will issue newly created
Founder's Shares to the holders of the Class B Shares. The SOSA Founder's Shares
will  be  substantially  similar  to the  existing  SNSA  Founder's  Shares  and
represent at all times 20% of the voting shares of SOSA.  These shares will have
only nominal economic rights and are not considered part of the share capital of
the Company.  The SOSA Common  Shares will be listed in Norway on the Oslo Stock
Exchange   and  trade  as  ADRs  in  the  U.S.   on   Nasdaq.   Following   this
reclassification, SOSA will have outstanding 87.2 million Common Shares and 21.8
million Founder's Shares.

General Comments on the Share Restructuring Plans for SNSA and SOSA

The share restructuring plans do not change the underlying economic interests of
existing  shareholders.  It is anticipated that the share  restructuring will be
tax-free to the SNSA's and SOSA's U.S. and Norwegian based shareholders.

The SNSA  and  SOSA  share  restructurings  will  require  the  approval  of the
respective  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 by  two-thirds  of those shares  voting
will be  required.  The  shareholder  meetings  are  planned for early 2001 with
implementation of the share restructurings to follow shortly thereafter.

Both SNSA and SOSA will continue to follow U.S. GAAP based reporting and fulfill
all U.S. SEC reporting  requirements  as a foreign filer and Oslo Stock Exchange
reporting requirements.

Jacob Stolt-Nielsen,  Chairman and Chief Executive Officer of Stolt-Nielsen S.A.
said,  "With both the  Stolt-Nielsen  Transportation  Group and SOSA now showing
signs of recovery from lows in the chemical transportation and offshore industry
cycles,  we believe now is a  particularly  opportune time to simplify the share
structure,  eliminate  non-voting shares, and hopefully improve the liquidity of
both of our publicly traded companies and increase shareholder value."

Stolt-Nielsen  S.A. is one of the world's  leading  providers of  transportation
services for bulk liquid  chemicals,  edible oils,  acids,  and other  specialty
liquids. The company, through its parcel tanker, tank container,  terminal, rail
and barge services,  provides integrated  transportation for its customers.  The
company also owns 53 percent of Stolt Offshore S.A. (Nasdaq:  SCSWF, SCSAY; Oslo
Stock  Exchange:  SCS,  SCSA),  which  is  among  the  largest  subsea  services
contractors in the world. Stolt Offshore  specializes in providing  engineering,
flowline and pipeline lay, construction, inspection, and maintenance services to
the offshore oil and gas industry.  Stolt Sea Farm, wholly-owned by the company,
produces  and markets  high  quality  Atlantic  salmon,  salmon  trout,  turbot,
halibut, sturgeon, and caviar.

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 U.S.
SEC.

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

--------------------------------------------------------------------------------
                         Conference
                        Call Details                   PostView Facility
--------------------------------------------------------------------------------
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      SNSA Chief Operating Officer
                                                  and President and SOSA Deputy
                                                  Chairman
                      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

--------------------------------------------------------------------------------
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).
--------------------------------------------------------------------------------