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

                             Date: November 13, 2000

                               Stolt Offshore S.A.
               -------------------------------------------------
               (Exact name of registrant as specified in charter)

                               Stolt Offshore S.A.
               -------------------------------------------------
                 (Translation of registrant's name into English)

                                   Luxembourg
                         -----------------------------
                         (Jurisdiction of organization)

                 c/o Stolt Offshore M.S. Limited, Dolphin House,
                       Windmill Road, Sunbury-on-Thames,
                           Middlesex TW16 7HT, England
                           ---------------------------
                    (Address of principal executive offices)

         Registrant's telephone number, international: + 44 1932 773700
                                                       ----------------
                                    000-21742
                            ------------------------
                            (Commission File Number)

     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-________

Enclosure:  Press  Release  dated  November 13, 2000,  "Stolt  Offshore  S.A. to
            Restructure  Share  Capital  Reclassifying  Class A Shares to Voting
            Common Shares"

<PAGE>



Preliminary Note

     This document is not an offer of  securities  for sale in the United States
and the Common Shares to be issued in connection with the reclassification  have
not been, and will not be,  registered under the United States Securities Act of
1933,  as  amended,  nor  under  the  laws of any  state of the  United  States.
Accordingly, such securities may only be offered, sold or delivered, directly or
indirectly,  in or into the United States pursuant to applicable exemptions from
the requirements of such jurisdictions. Stolt Offshore S.A. intends to issue the
Common  Shares  pursuant to the  reclassification  in reliance upon an exemption
from the registration requirements of the Securities Act of 1933, as amended.

<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:    November 13, 2000                    By:  /s/ Alan B. Winsor
                                                 -------------------------------
                                                 Name:  Alan B. Winsor, Esq.
                                                 Title: Attorney-in-Fact