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 November, 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 November 18, 2005, whereby Stolt Offshore S.A.
("Stolt Offshore" or the "Company") announced that it had been awarded a new
contract by Petrobras for a firm period of six years for deepwater flexible
pipelay offshore Brazil.

The contract which will commence in January 2007 and is valued at approximately
$250 million, will be undertaken by the CS Pertinacia which will be on long-term
charter to Stolt Offshore from mid 2006. At the start of the charter period the
ship will be converted from her original cable lay configuration to enable her
to transport and install up to 2,500 tonnes of flexible flowlines in water
depths of up to 2000 meters. The investment in the ship conversion and in
project specific equipment will be approximately $55 million.

The information set forth above 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. The attached
press release shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.

Certain statements set forth above and 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 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:  November 22, 2005                     By: /s/ Stuart Jackson
                                                --------------------------------
                                                Name: Stuart Jackson
                                                Title:   Chief Financial Officer