<TABLE>
                                As filed with the Securities and Exchange Commission on July 31, 2002
                                                                                                          Registration No. 333-86288
====================================================================================================================================

                                                 SECURITIES AND EXCHANGE COMMISSION
                                                       Washington, D.C. 20549
                                                          ----------------
                                                           Amendment No. 3
                                                                 To
                                                              FORM F-3
                                                       REGISTRATION STATEMENT
                                                                UNDER
                                                     THE SECURITIES ACT OF 1933
                                                          ----------------
                                                         Stolt Offshore S.A.
                                       (Exact name of Registrant as specified in its charter)
                                                           Not Applicable
                                           (Translation of Registrant's name into English)
<S>                                                                                             <C>
                         Luxembourg                                                                         Not Applicable
(State or other jurisdiction of incorporation or organization)                                  (I.R.S. Employer Identification No.)

                                                       ----------------------
                                                    c/o Stolt Offshore M.S. Ltd.
                                                            Dolphin House
                                                            Windmill Road
                                                          Sunbury-on-Thames
                                                         Middlesex, TW16 7HT
                                                               England
                                                          (44) 1932-773-720
                             (Address and telephone number of Registrant's principal executive offices)
                                                       ----------------------
                                                        Alan B. Winsor, Esq.
                                        Senior Vice President, Secretary and General Counsel
                                                         Stolt-Nielsen Inc.
                                                 8 Sound Shore Drive, P.O. Box 2300
                                                    Greenwich, Connecticut 06836
                                                           (203) 625-3667
                                      (Name, address and telephone number of agent for service)
                                                       ----------------------
                                                      Copy of communication to:

                                                         Gregory Pryor, Esq.
                                                          White & Case LLP
                                                     1155 Avenue of the Americas
                                                      New York, New York 10036
                                                       ----------------------
                                   Approximate date of commencement of proposed sale to the public:
                              From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. |_|

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_|
</TABLE>
<TABLE>
                                                   CALCULATION OF REGISTRATION FEE

=================================== ========================== ================== ============================ =====================
<CAPTION>
                                                                Proposed Maximum
Title of Each Class of Securities                              Offering Price Per Proposed Maximum Aggregate        Amount of
         to be Registered           Amount to be Registered(1)      Unit(1)           Offering Price(1)        Registration Fee(2)
=================================== ========================== ================== ============================ =====================
<S>                                        <C>                        <C>                <C>                         <C>
Debt securities(3)................
Common shares, $2.00 par value(4).
     Total........................         $400,000,000               100%               $400,000,000                $36,800
=================================== ========================== ================== ============================ =====================

(1)  Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as
     amended. In no event will the aggregate offering price of all securities issued from time to time under this Registration
     Statement exceed $400,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite
     currencies.

(2)  Of this amount, $7,258 was previously paid.

(3)  There is being registered hereunder an indeterminate principal amount of debt securities as may be issued from time to time at
     indeterminate prices.

(4)  There is being registered hereunder an indeterminate number of common shares as may be issued from time to time at
     indeterminate prices. American Depositary Shares evidenced by American Depositary Receipts, issuable upon deposit of the common
     shares registered hereby, have been registered under a separate Registration Statement on Form F-6.

                                                          ---------------

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
====================================================================================================================================
</TABLE>
<PAGE>

PROSPECTUS

|THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.  THESE |
|SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE    |
|SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.  THIS PROSPECTUS IS NOT AN   |
|OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE |
|SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.             |

                               STOLT OFFSHORE S.A.

Through this prospectus, we may periodically offer:

o   our common shares and

o   our debt securities,

and the selling shareholders may periodically offer our common shares owned by
them.

The common shares may be offered in the form of American Depositary Shares, or
ADSs, or in the form of common shares. Each ADS represents one common share.

The prices and other terms of the securities that we or the selling shareholders
will offer will be determined at the time of their offering and will be
described in a supplement to this prospectus. You should read this prospectus
and any prospectus supplement carefully before you invest.

The offering price of all securities issued under this prospectus may not exceed
$400,000,000.

Our ADSs are traded on the Nasdaq National Market under the symbol "SOSA" and
our common shares are listed on the Oslo Stock Exchange under the symbol "STO."

We or the selling shareholders may offer securities directly and/or through
agents, underwriters or dealers.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.







                  The date of this prospectus is July 31, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
                                                                                                               Page
<S>                                                                                                              <C>

ABOUT THIS PROSPECTUS.............................................................................................1
WHERE YOU CAN FIND MORE INFORMATION...............................................................................1
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES...................................................................2
STOLT OFFSHORE....................................................................................................2
USE OF PROCEEDS...................................................................................................3
RATIO OF EARNINGS TO FIXED CHARGES................................................................................3
DESCRIPTION OF DEBT SECURITIES....................................................................................4
DESCRIPTION OF SHARE CAPITAL.....................................................................................17
DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS RELATING TO COMMON SHARES............................................21
SELLING SHAREHOLDERS.............................................................................................29
PLAN OF DISTRIBUTION.............................................................................................31
EXPENSES OF ISSUANCE AND DISTRIBUTION............................................................................33
VALIDITY OF SECURITIES...........................................................................................33
EXPERTS..........................................................................................................33
</TABLE>

<PAGE>

                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement on Form F-3 that we
filed with the Securities and Exchange Commission using a "shelf" registration
process. Under the shelf registration process, we or one or more selling
shareholders may, from time to time, sell the securities described in this
prospectus in one or more offerings.

     This prospectus provides you with a general description of the securities
we or the selling shareholders may offer. Each time we or the selling
shareholders offer securities under this prospectus, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with the additional information described
under the heading "Where You Can Find More Information."

                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934 applicable to foreign private issuers, and we
file reports and other information with the SEC in accordance with these
requirements. You may read and copy these reports and other information at the
public reference facilities maintained at the SEC's public reference room at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. In
addition, the SEC maintains a homepage on the Internet (http://www.sec.gov) that
contains certain reports and other information filed by us.

     The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those filed documents. The information incorporated
by reference is considered to be part of this prospectus, and information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below:

     o    Annual Report on Form 20-F/A for the year ended November 30, 2001
          filed with the SEC on July 15, 2002;

     o    Report on Form 6-K filed with the SEC on June 19, 2002; and

     o    any future Reports on Form 6-K that indicate they are incorporated
          into this registration statement and any future Annual Reports on Form
          20-F that we may file with the SEC under the Exchange Act until we
          sell all of the securities that may be offered through this prospectus
          or we file a post-effective amendment indicating that the offering of
          securities through this prospectus has been terminated.

     We will provide to each person, including any beneficial owner, to whom a
prospectus has been delivered, free of charge, copies of any documents that we
have incorporated by reference into this prospectus, other than exhibits that
are incorporated by reference into those documents. You may request a copy of
these documents by writing or telephoning us. Any requests should be directed
to:

                                 Julian Thomson
                            Stolt Offshore M.S. Ltd.
                                  Dolphin House
                                  Windmill Road
                                Sunbury-on-Thames
                               Middlesex TW16 7HT
                                     England
                            Tel: (44) 1932-773-720.

                                      -1-

<PAGE>

     In addition, we furnish to Citibank, N.A., as Depositary under our Amended
and Restated Deposit Agreement, dated July 2, 2002, copies of all reports
required to be filed by us with the SEC under the Exchange Act, including our
annual reports. We are also required under the Amended and Restated Deposit
Agreement to furnish the Depositary with copies of all notices of meetings of
holders of common shares and other reports and communications that are generally
made available to such holders. Under certain circumstances, the Depositary will
arrange for the mailing, at our expense, of such notices, other reports and
communications to all holders of American Depositary Shares.

     You should rely only on the information incorporated by reference into or
provided in this prospectus or in a prospectus supplement or amendment. We have
not authorized anyone to provide you with different information. You should not
assume that the information in this prospectus or any prospectus supplement or
amendment is correct as of any date other than the date on the front of those
documents. Our business, financial condition and results of operations may have
changed since those dates.

                 LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES

     We are a corporation organized under the laws of Luxembourg. Several of our
directors and officers reside and maintain most of their assets outside the
United States and it may not be possible to effect service of process within the
United States on us or on such persons, or to enforce against us or them in U.S.
courts judgments obtained in such courts based on the civil liability provisions
of the U.S. federal securities laws. We have been advised by Elvinger, Hoss &
Prussen, our Luxembourg counsel, that there is substantial doubt as to whether
the courts of Luxembourg would (1) enforce judgments of U.S. courts obtained in
actions against us or such directors and officers based on the civil liability
provisions of the U.S. federal securities laws or (2) entertain original actions
brought in Luxembourg against us or such directors and officers predicated
solely upon the civil liability provisions of the U.S. federal securities laws.
There is no treaty in effect between the United States and Luxembourg providing
for such enforcement, and there are grounds upon which Luxembourg courts may
choose not to enforce judgments of U.S. courts. Certain remedies available under
the U.S. federal securities laws would not be enforced by Luxembourg courts as
contrary to that nation's public policy.

                                 STOLT OFFSHORE

         We are one of the largest offshore services contractors in the world.
We design, procure, build, install and service a range of offshore surface and
subsurface infrastructure for the global oil and gas industry. We specialize in
creating and applying innovative and efficient solutions in response to the
technical complexities faced by offshore oil and gas companies as they explore
and develop production fields in increasingly deeper water and more demanding
offshore environments.

         We provide services and products that add value for our customers at
all phases of offshore oil and gas field exploration, development and
production. We survey the seabed and provide other support services for drilling
test holes during the exploration phase. When a field is being developed, we
apply our technical expertise and knowledge of regional conditions to offer
conceptual and engineering designs for the field. We also procure or fabricate
and install equipment used in field development. We combine our design and
fabrication expertise to manage the building of floating facilities (known as
FPSOs) that process, store and offload oil and which are used in very deep water
where a platform or topside would be impractical. During the time that the field
is producing oil or gas, we inspect, maintain and repair this

                                      -2-
<PAGE>


equipment. Once the field has been depleted and is to be abandoned, we provide
field decommissioning services which include the removal of offshore structures
and equipment.

     We are one of only a few companies that can offer a full range of offshore
development and construction services on a global basis. We have operated in
more than 60 countries and have a world class fleet of highly specialized ships,
barges and unmanned underwater remotely operated vehicles deployed in the
world's major offshore oil and gas exploration regions.

     We are an indirect subsidiary of Stolt-Nielsen S.A. ("SNSA"), whose shares
are quoted on the Nasdaq National Market and listed on the Oslo Stock Exchange.
Through its subsidiaries, SNSA is engaged in three businesses: transportation
services, subsea services and seafood.

     Our registered office is located at 26, rue Louvigny, Luxembourg, and we
are registered in the Companies' Registrar of the Luxembourg District Court
under the designation "R.C. Luxembourg B 43172." The address of our principal
executive offices is c/o Stolt Offshore M.S. Ltd., Dolphin House, Windmill Road,
Sunbury-on-Thames, Middlesex TW16 7HT, England, telephone number (44) (0)
1932-773-700. Our web site address is www.stoltoffshore.com. The information on
our web site is not part of or incorporated by reference into this prospectus.

     As used in this prospectus, and any prospectus supplement, the terms "Stolt
Offshore," "we," "our" and "us" refer to Stolt Offshore S.A. and its
subsidiaries.

                                 USE OF PROCEEDS

     Unless we specify otherwise in a prospectus supplement, the net proceeds
from the sale of securities offered by this prospectus will be used for general
corporate purposes, which may include repayment of debt, acquisitions and loans
and advances to, and investments in, our subsidiaries to provide funds for
working capital, repayment of debt and capital expenditures. Proceeds from any
sale of our common shares by our indirect wholly owned subsidiary Stolt Offshore
Investing Ltd., one of the selling shareholders, will be applied for our general
corporate purposes. We will not receive any proceeds from any sale of our common
shares by Stolt-Nielsen Transportation Group Ltd., a wholly owned subsidiary of
SNSA.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our ratio of earnings to fixed charges for
the six-month period ended May 31, 2002, for the six-month period ended May 31,
2001 and for each of the preceding five fiscal years.

<TABLE>

                            Six months ended May 31,                      Year ended November 30,
                            ------------------------      -------------------------------------------------------
                              2002          2001          2001         2000         1999        1998         1997
                              ----          ----          ----         ----         ----        ----         ----

<S>                            <C>           <C>           <C>          <C>         <C>         <C>           <C>
                               2.1           (a)           1.2          (a)         1.6         7.9           4.7

---------------------------

(a)  Losses and fixed charges resulted in a less than one-to-one earnings ratio.
     For the six months ended May 31, 2001 the deficiency was $18.7 million and
     for the year ended November 30, 2000 the deficiency was $43.4 million.
</TABLE>


     To calculate the ratio of earnings to fixed charges, we calculate earnings
by adding fixed charges to income before income taxes. By fixed charges we mean
total interest, including capitalized interest, and a portion of our long term
lease rental expense that we believe represents the interest factor of our lease
payments. Earnings and fixed charges exclude our share of earnings from
non-consolidated joint ventures.

                                      -3-
<PAGE>

                         DESCRIPTION OF DEBT SECURITIES

     The following is a summary of material general provisions of the debt
securities that we may issue under indentures relating to our senior debt
securities and our subordinated debt securities. This summary does not include
all of the provisions of the indentures. We urge you to read the indentures
because they define your rights. The terms of the debt securities include those
stated in the indentures and those made part of the indentures by reference to
the Trust Indenture Act of 1939. We have filed forms of the indentures as
exhibits to the registration statement of which this prospectus is a part.
Provisions of or terms defined in the indentures referred to in the summary
below are incorporated into this summary by such reference.

General

     We may offer the following debt securities through this prospectus: senior
debt securities and subordinated debt securities.

     Any senior debt securities will be issued under an indenture between us and
the trustee named in the applicable prospectus supplement. Any subordinated debt
securities will be issued under an indenture between us and the trustee named in
the applicable prospectus supplement.

     The total principal amount of debt securities that can be issued under the
indentures is unlimited. Except as otherwise provided in the prospectus
supplement relating to a particular series of debt securities, the indentures do
not limit the amount of other debt, secured or unsecured, that may be issued by
us. We may issue the debt securities in one or more series.

     The indentures provide for the debt securities to be issued in registered
form. However, we and the trustees may enter into supplemental indentures for
the purpose of providing for the issuance of debt securities in bearer form.

     Please refer to the prospectus supplement relating to the particular series
of debt securities offered through this prospectus for the following terms,
where applicable, of the debt securities:

     o    the designation, aggregate principal amount and authorized
          denominations of the debt securities;

     o    the percentage of principal amount at which the debt securities will
          be issued;

     o    the currency or currencies, composite currency or currency units in
          which the principal of and any interest on the debt securities will be
          payable;

     o    the date or dates on which the debt securities will mature or the
          method by which such date or dates will be determined;

     o    the rate or rates at which the debt securities will bear any interest
          or the method by which such rate will be determined;

     o    the date or dates on which any interest will be payable or the method
          by which such date or dates will be determined;

     o    the place or places where the principal and any interest will be
          payable;

     o    whether the debt securities are senior debt securities or subordinated
          debt securities;

                                      -4-
<PAGE>

     o    the terms of any mandatory or optional repayment or redemption and any
          provisions for the remarketing of securities;

     o    any index used to determine the amount of payments of principal or any
          interest on the debt securities;

     o    whether the debt securities will be issued as discounted debt
          securities;

     o    whether we will be obligated to pay any additional amounts in the
          event that any Luxembourg taxes or certain other charges are levied or
          imposed on payments on the debt securities as provided below under
          "--Payments of Additional Amounts";

     o    whether we may redeem the debt securities before their maturity as a
          result of any amendment or change in Luxembourg taxes as provided
          below under "--Tax Redemption";

     o    any provisions relating to any security provided for the debt
          secutities;

     o    any addition to or change in the covenants deseibed in this prospectus
          or in the indenture with respect to the debt securities; and

     o    any other terms of the debt securities.

     Each of the indentures provides that debt securities of a single series may
be issued at various times, with different maturity dates and redemption and
repayment provisions, if any, and may bear interest at different rates. In
addition, unless we otherwise specify in a prospectus supplement, we may reopen
a series to issue more debt securities of that series without the consent of any
holder of debt securities. If interest is payable on the debt securities, the
persons to which and the manner in which it will be paid will be set forth in
the prospectus supplement relating to the debt securities. Unless otherwise
indicated in the applicable prospectus supplement, the debt securities will not
be listed on any securities exchange.

     The senior debt securities will represent our unsecured, unsubordinated
indebtedness and will rank equally with all of our other unsecured and
unsubordinated indebtedness. The senior debt securities will rank equally
without any preference among themselves and with all of our other present and
future unsecured, unsubordinated obligations, except as required by law. The
subordinated debt securities will represent our unsecured indebtedness and, as
set forth below under "--Subordination of Subordinated Debt Securities," will be
subordinated in right of payment to all of our senior indebtedness (as defined
below). The subordinated debt securities will rank equally without any
preference among themselves and with all of our other present and future
unsecured and equally subordinated obligations, except as required by law.

     Some of the debt securities may be sold at a substantial discount below
their stated principal amount. These debt securities will either bear no
interest or will bear interest at a rate which at the time of issuance is below
market rates. The U.S. federal income tax consequences and other special
considerations applicable to the discounted debt securities will be described in
the prospectus supplement relating to these debt securities.

     Unless the prospectus supplement for a particular series of debt securities
provides that the debt securities of that series may be redeemed at the option
of the holder, the indentures and the debt securities would not provide for
redemption at the option of a holder nor necessarily afford holders protection
in the event of a highly leveraged or other transaction that may adversely
affect holders.

                                      -5-
<PAGE>

Governing Law

     The debt securities and each of the indentures under which they will be
issued are governed by the laws of the State of New York.

     There are no limitations under the laws of Luxembourg or our Articles of
Incorporation on the right of non-residents of Luxembourg to hold the debt
securities issued by us.

Global Securities

     The debt securities of a series may be issued in the form of one or more
global certificates that will be deposited with a depositary identified in a
prospectus supplement. Unless a global certificate is exchanged in whole or in
part for debt securities in definitive form, a global certificate may generally
be transferred only as a whole and only to the depositary or to a nominee of the
depositary or to a successor depositary or its nominee.

     Unless otherwise indicated in any prospectus supplement, The Depository
Trust Company ("DTC") will act as depositary. Beneficial interests in global
certificates will be shown on records maintained by DTC and its participants,
and transfers of global certificates will be effected only through these
records.

     DTC has provided us the following information, and we take no
responsibility for its accuracy. DTC is:

     o    a limited purpose trust company organized under the New York Banking
          Law;

     o    a "banking organization" within the meaning of the New York Banking
          Law;

     o    a member of the United States Federal Reserve System;

     o    a "clearing corporation" within the meaning of the New York Uniform
          Commercial Code; and

     o    a "clearing agency" registered under Section 17A of the Exchange Act.

     DTC holds securities that its participants deposit with DTC. DTC also
facilitates settlement among its participants of securities transactions, such
as transfers and pledges, in deposited securities through computerized records
for participants' accounts. This eliminates the need for physical exchange of
certificates. Direct participants include securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations. Other
organizations such as securities brokers and dealers, banks and trust companies
that work through a participant, either directly or indirectly use DTC's book
entry system. The rules that apply to DTC and its participants are on file with
the SEC.

     Pursuant to DTC's procedures, upon the sale of debt securities represented
by a global certificate to underwriters, DTC will credit the accounts of the
participants designated by the underwriters with the principal amount of the
debt securities purchased by the underwriters. Ownership of beneficial interests
in a global certificate will be shown on DTC's records (with respect to
participants), by the participants (with respect to indirect participants and
certain beneficial owners) and by the indirect participants (with respect to all
other beneficial owners). The laws of some states require that certain persons
take physical

                                      -6-
<PAGE>

delivery in definitive form of the securities that they own. Consequently, the
ability to transfer beneficial interests in a global certificate may be limited.

     We will wire to DTC's nominee principal and interest payments with respect
to global certificates. We and the trustees under the indentures will treat
DTC's nominee as the owner of the global certificates for all purposes.
Accordingly, we and the trustees will have no direct responsibility or liability
to pay amounts due on the global certificates to owners of beneficial interests
in the global certificates.

     It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective beneficial interests in the global certificates as shown on
DTC's records as of the record date for such payment. Payments by participants
to owners of beneficial interests in the global certificates will be governed by
customary practices between the participants and the owners of beneficial
interests in the global certificates, as is the case with debt securities held
for the account of customers registered in "street name." However, these
payments will be the responsibility of the participants and not of DTC, the
trustees or us.

     Debt securities of any series represented by a global certificate will be
exchangeable for debt securities in definitive form with the same terms in
authorized denominations only if:

     o    DTC notifies us that it is unwilling or unable to continue as
          depositary, or DTC is no longer eligible to act as depositary, and we
          do not appoint a successor depositary within 90 days; or

     o    we determine not to have the debt securities of the series represented
          by global certificates and notify the applicable trustee of our
          decision.

Tax Redemption

     If the prospectus supplement for a particular series of debt securities
provides, we may redeem that series of debt securities before their maturity, in
whole but not in part, if, at any time after the date of issuance of that series
of securities, as a result of any:

     o    change in, or amendment to, the laws and regulations of Luxembourg or
          any political subdivision; or

     o    change in the application or official interpretation of such laws or
          regulations,

where such amendment or change becomes effective after the date of the issuance
of the series of debt securities (a "tax event"), we become, or will become,
obligated to pay any additional amounts as provided below under "--Payments of
Additional Amounts."

     Before we may redeem debt securities of a particular series as provided
above, we must deliver to the trustee at least 45 days prior to the date fixed
for redemption:

     o    a written notice stating that the debt securities of a particular
          series are to be redeemed, specifying the redemption date and other
          pertinent information; and

     o    an opinion of independent legal counsel to the effect that, as a
          result of the circumstances described above, we have or will become
          obligated to pay any additional amounts.

                                      -7-

<PAGE>

     We will give you at least 30 days', but not more than 60 days', notice
before any redemption of a series of securities. On the redemption date, we will
pay you the principal amount of your debt security, plus any accrued interest
(including any additional amounts) to the redemption date. No notice of
redemption may be given earlier than 90 days prior to the earliest date on which
we would be obligated to pay additional amounts were a payment on the debt
securities of the series then due.

Payments of Additional Amounts

     If the prospectus supplement for a particular series of debt securities
provides, we will make all payments on the debt securities of that series
without withholding or deduction for any taxes, or other governmental charges in
effect on the date of the indenture or imposed in the future by or on behalf of
Luxembourg or any taxing authority having jurisdiction in Luxembourg or over
Luxembourg with respect to such payments. If any such taxes or other charges are
levied or imposed on payments on any debt security of that series held by you,
we will pay to you such additional amounts as may be necessary so that the net
amounts receivable by you after any payment, withholding or deduction of tax or
charge will equal the amounts of principal, any interest and any premium which
would have been receivable on the debt security if there were no such payment,
withholding or deduction. No additional amounts, however, will be paid to you,
or to a third party on your behalf, for any such taxes or charges that have been
imposed by reason of:

     o    you (or a fiduciary, settlor, beneficiary, member or shareholder if
          you are an estate, a trust, a partnership or a corporation) being a
          citizen or resident or deemed a resident of Luxembourg or of the
          European Union or having some present or former connection with
          Luxembourg other than the mere holding of the debt security or the
          receipt of principal, any interest, or any premium on the debt
          security;

     o    your presentation of the debt security for payment more than 30 days
          after the later of (1) the due date for such payment or (2) the date
          we provide funds to make such payment to the trustee;

     o    any estate, inheritance, gift, sales, transfer or personal property
          tax or any similar tax or governmental charge;

     o    any tax or other governmental charge that is payable other than by
          withholding from payments on the debt security; or

     o    any combination of the foregoing events or circumstances.

     Furthermore, no additional amounts will be paid with respect to any payment
to you if you are a fiduciary or partnership or other than the sole beneficial
owner of the payment if a beneficiary or settlor with respect to such fiduciary
or a member of such partnership or beneficial owner would not have been entitled
to receive the additional amounts had such beneficiary, settlor, member or
beneficial owner been the holder. Any reference in this summary or in the
indentures or the debt securities to the payment of principal or interest on or
in respect of a debt security will be deemed to include the payment of
additional amounts that may be payable as described in this paragraph.

Certain Covenants Applicable to Senior Debt Securities

Certain Definitions Applicable to Covenants

     The term "attributable debt" means the total net amount of rent required to
be paid by us or a subsidiary under any lease during the remaining term of the
lease, discounted from the due dates of the

                                      -8-
<PAGE>

rent to the date of determination at the rate of interest per annum implicit in
the terms of the lease (as determined by us or such subsidiary) compounded
semiannually. The net amount of rent required to be paid under any lease for any
period is the amount of the rent payable by the lessee with respect to such
period, after excluding amounts required to be paid for maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges. In the case of
any lease which the lessee has the right to terminate upon paying a penalty, the
net amount of rent will also include the amount of the penalty, but no rent will
be considered as required to be paid under the lease subsequent to the first
date that it may be terminated by the lessee.

     The term "consolidated net tangible assets" means the aggregate amount of
our and our subsidiaries' assets after deducting: (1) applicable reserves and
other properly deductible items, (2) all current liabilities (excluding (a) any
liabilities that the obligor has the right to extend or renew to a time more
than 12 months after the date on which the amount of consolidated net tangible
assets is being computed and (b) current maturities of long-term indebtedness
and capital lease obligations) and (3) all goodwill, all as shown in our most
recent consolidated balance sheet, computed in accordance with U.S. GAAP.

     The term "funded debt" means all indebtedness for money borrowed with a
maturity of more than 12 months from the date as of which the amount of funded
debt is to be determined or having a maturity of less than 12 months but which
the borrower has the right to renew or extend beyond 12 months from such date.

     The term "subsidiary" means any entity of which we or one or more other
subsidiaries of ours directly or indirectly owns or controls at least a majority
of the outstanding stock or other ownership interests that carry the power to
vote in the election of directors, managers or trustees of such entity or other
persons performing similar functions (whether or not stock or other ownership
interests of any other class of such entity has or might have voting power as a
result of the happening of any contingency).

Limitation on Liens

     We will not, and will not permit any subsidiary to, incur, issue, assume or
guarantee any indebtedness for money borrowed or any other indebtedness
evidenced by notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed (referred to in this summary as "debt") if such debt is
secured by pledge of, or mortgage, deed of trust or other lien on any part of
our or any such subsidiary's, as the case may be, undertakings, assets or
revenues, present or future (such pledges, mortgages, deeds of trust and other
liens being referred to in this summary as "mortgages"), without effectively
providing that the senior debt securities of all series issued under the
indenture (and, if we so determine, any other of our or such subsidiary's debt
then existing or thereafter created which is not subordinated to the senior debt
securities) will be secured equally and ratably with (or, at our option, prior
to) such secured debt so long as such secured debt shall be so secured. This
restriction, however, will not apply if the aggregate principal amount of all
such secured debt which would otherwise be prohibited, plus all of our and our
subsidiaries' attributable debt in respect of "sale and leaseback transactions"
(as defined below) which would otherwise be prohibited by the covenant limiting
sale and leaseback transactions described below, would not exceed the greater of
(1) $150,000,000 or (2) 15% of consolidated net tangible assets. This
restriction also will not apply to, and there will be excluded from secured debt
in any computation under this restriction, debt secured by:

     (1)  mortgages on property of, or on any shares of stock or debt of, any
          corporation existing at the time it becomes a subsidiary;

     (2)  mortgages to secure indebtedness of any subsidiary to us or to another
          subsidiary;

                                      -9-
<PAGE>

     (3)  mortgages for taxes, assessments or governmental charges (a) not then
          due and delinquent or (b) the validity of which is being contested in
          good faith by appropriate proceedings;

     (4)  materialmen's, mechanics', carriers', workmen's, repairmen's,
          landlord's or other similar mortgages, or deposits to obtain the
          release of such mortgages;

     (5)  mortgages arising under an order of attachment or distraint or similar
          legal process so long as the execution or enforcement thereof is
          effectively stayed and the claims secured thereby are being contested
          in good faith;

     (6)  mortgages to secure public or statutory obligations or to secure
          payment of workmen's compensation or to secure performance in
          connection with tenders, leases of real property, bids or contracts or
          to secure (or in lieu of) surety or appeal bonds and mortgages made in
          the ordinary course of business for similar purposes;

     (7)  mortgages on property, shares of stock or debt existing at the time of
          acquisition thereof or to secure the payment of any part of the
          purchase price or construction or improvement cost thereof or to
          secure any debt incurred before, at the time of, or within one year
          after, the acquisition of the property, shares of stock or debt or the
          completion of any such construction or the commencement of commercial
          operation of the property, whichever is later, for the purpose of
          financing any part of the purchase price or construction cost of the
          property;

     (8)  mortgages to secure guarantees arising in connection with the sale,
          discount, guarantee or pledge of notes, chattel mortgages, leases,
          accounts receivable, trade acceptances and other paper arising in the
          ordinary course of business out of installment or conditional sales to
          or by, or transactions involving title retention with, distributors,
          dealers or other customers, or merchandise, equipment or services;

     (9)  mortgages existing at the date of the senior debt indenture; and

     (10) any extension, renewal or replacement of any mortgage referred to in
          the foregoing clauses (1) to (9), so long as (a) the extension,
          renewal or replacement mortgage is limited to the part of the same
          property, shares of stock or debt that secured the mortgage extended,
          renewed or replaced (plus improvements on such property) and (b) the
          debt secured by the mortgage at such time is not increased.

Limitation on Sales and Leasebacks

     We will not, and will not permit any subsidiary to, enter into any
arrangement with any lender or investor (not including us or any subsidiary), or
to which any such lender or investor is a party, that provides for us or any
subsidiary to lease for a period, including renewals, in excess of five years,
any property if we or any such subsidiary have sold or will sell or transfer the
property more than 270 days after the acquisition of the property or after the
completion of construction and commencement of full operation of the property to
such lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such property (herein
referred to as a "sale and leaseback transaction") unless either:

     (1)  we or such subsidiary could create debt secured by a mortgage on the
          property to be leased back in an amount equal to the attributable debt
          with respect to the sale and leaseback

                                      -10-
<PAGE>

          transaction without equally and ratably securing the senior debt
          securities of all series pursuant to the provisions of the covenant
          limiting liens described above; or

     (2)  we, within 180 days after we or such subsidiary sells or transfers the
          property, apply an amount equal to the greater of (a) the net proceeds
          of the sale of the property and (b) the fair market value of the
          property at the time of entering into such arrangement (as determined
          by us) to: (x) the purchase of property, facilities or equipment
          (other than the property, facilities or equipment involved in the
          sale) having a value at least equal to the net proceeds of the sale;
          or (y) the retirement of our or any subsidiary's funded debt (other
          than as a result of payment at maturity or pursuant to any mandatory
          sinking fund payment or any mandatory prepayment provision).

          The amount required to be applied to the retirement of our or any
          subsidiary's funded debt pursuant to clause (y) above will be reduced
          by:

          (a)  the principal amount of any senior debt securities of any series
               (or, if the senior debt securities of any series are original
               issue discount securities or provide that an amount other than
               the face amount thereof will or may be payable upon the maturity
               thereof or a declaration of acceleration of the maturity thereof,
               such portion of the principal amount or other amount as may be
               due and payable thereon pursuant to a declaration in accordance
               with Section 4.1 of the senior debt indenture) delivered within
               180 days after such sale or transfer to the trustee for
               retirement and cancellation; and

          (b)  the principal amount of funded debt, other than the senior debt
               securities of any series, voluntarily retired by us or any
               subsidiary within 180 days after such sale or transfer.

Events of Default, Waiver and Notice under the Senior Debt Securities

     An event of default with respect to any series of senior debt securities
means any of the following:

     (1)  default in the payment of any installment of interest or any
          additional amounts on the senior debt securities of such series and
          the continuance of such default for 30 days;

     (2)  default in the payment of the principal of (and premium, if any, on),
          any of the senior debt securities of such series when due, whether at
          maturity, upon redemption, by declaration or otherwise and the
          continuance of such default for a period of 30 days;

     (3)  default in the payment of any sinking fund installment on the senior
          debt securities of such series and the continuance of such default for
          a period of 30 days;

     (4)  default in our performance of any other covenant or agreement
          contained in the senior debt indenture for the benefit of such series
          and the continuance of such default for 90 days after we are given a
          written notice of default as provided in the indenture;

     (5)  default by us or any subsidiary:

          (a)  in the payment of the principal or any interest on any note,
               bond, coupon or other instrument evidencing indebtedness for
               money borrowed in a total principal amount of

                                      -11-
<PAGE>

               $50,000,000 or more, other than the senior debt securities of
               such series, issued, assumed or guaranteed by us or such
               subsidiary, when and as the same shall become due and payable, if
               such default shall continue for more than any period of grace
               originally applicable thereto and the time for payment of such
               amount has not been effectively extended, or

          (b)  in the observance of any other terms and conditions relating to
               any such indebtedness for money borrowed, if the effect of such
               default is to cause such indebtedness to become due prior to its
               stated maturity, and

               in the case of (a) or (b), such default is not cured or such
               acceleration is not rescinded or annulled within a period of 30
               days after we are given a notice of default as provided in the
               Indenture;

     (6)  certain events of bankruptcy, liquidation, insolvency or
          reorganization relating to us; or

     (7)  any other event of default provided in or pursuant to the senior debt
          indenture with respect to such series.

     The trustee must, within 90 days after the occurrence of a default, give
all holders of senior debt securities of the relevant series then outstanding
notice of all uncured defaults known to it. The trustee may withhold notice of
any default (except in the case of a default in the payment of principal or any
premium or interest on any senior debt security of any series, or in the payment
of any sinking fund installment with respect to senior debt securities of any
series) if it in good faith determines that the withholding of the notice is in
the interest of the holders of outstanding senior debt securities of such
series.

     If an event of default with respect to senior debt securities of any series
at the time outstanding shall occur and be continuing, then, unless the
principal amount of all the securities of such series has already become due and
payable, either the trustee or the holders of at least 25% in aggregate
principal amount (calculated as provided in the indenture) of the senior debt
securities of such series then outstanding may declare the principal (or, in the
case of original issue discount senior debt securities, the portion thereof as
may be specified in the prospectus supplement relating to such series) of the
senior debt securities of such series and any interest accrued thereon to be due
and payable immediately. If this happens, subject to the requirement that we
take certain actions to cure the default, the holders of a majority in aggregate
principal amount of the outstanding senior debt securities of such series may
annul such declaration.

     Prior to the declaration referred to in the preceding paragraph, the
holders of a majority in aggregate principal amount of the senior debt
securities may waive certain defaults.

     The Trust Indenture Act requires that we file with the trustee annually a
written statement as to the presence or absence of certain defaults under the
terms of the indenture.

     If a default or an event of default occurs and is continuing with respect
to any series of senior debt securities, the holders of not less than a majority
in aggregate principal amount (calculated as provided in the indenture) of the
senior debt securities of such affected series then outstanding (with each such
series voting separately as a class) may direct the time, method and place of
conducting any proceeding or remedy available to the trustee, or exercising any
trust or power conferred on the trustee by the indenture with respect to senior
debt securities of the series.

                                      -12-
<PAGE>

     The trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the direction of the holders of senior debt
securities issued thereunder unless the holders offer to the trustee reasonable
security or indemnity against expenses and liabilities.

Events of Default, Waiver and Notice under the Subordinated Debt Securities

     An event of default with respect to any series of subordinated debt
securities means any of the following:

     (1)  default in the payment of any installment of interest or any
          additional amounts on the subordinated debt securities of such series
          and the continuance of such default for 30 days;

     (2)  default in the payment of the principal of (and premium, if any on),
          any of the subordinated debt securities of such series when due,
          whether at maturity, upon redemption, by declaration or otherwise and
          the continuance of such default for 30 days;

     (3)  default in the payment of any sinking fund installment on the
          subordinated debt securities of such series and the continuance of
          such default for 30 days;

     (4)  default in our performance of any other covenant or agreement
          contained in the indenture for the benefit of such series and the
          continuance of such default for 90 days after we are given written
          notice as provided in the indenture;

     (5)  certain events of bankruptcy, liquidation, insolvency or moratorium of
          payments relating to us; or

     (6)  any other event of default provided in or pursuant to the subordinated
          debt indenture with respect to such series.

     The trustee must, within 90 days after the occurrence of a default, give
all holders of subordinated debt securities of the relevant series then
outstanding notice of all uncured defaults known to it. The trustee may withhold
notice of any default (except in the case of a default in the payment of
principal and any premium or any interest on any subordinated debt security of
any series, or in the payment of any sinking fund installment with respect to
subordinated debt securities of any series) if it in good faith determines that
the withholding of the notice is in the interest of the holders of outstanding
subordinated debt securities of the series.

     If an event of default with respect to subordinated debt securities of any
series issued thereunder at the time outstanding occurs and is continuing, then,
unless the principal amount of all the securities of such series has already
become due and payable, either the trustee or the holders of at least 25% in
aggregate principal amount (calculated as provided in the indenture) of the
subordinated debt securities of such series then outstanding may declare the
principal (or, in the case of original issue discount debt securities, the
portion thereof as may be specified in the prospectus supplement relating to
such series) of the subordinated debt securities of such series and any interest
accrued thereon to be due and payable immediately; provided, however, that the
payment of such principal and interest shall remain subordinated to the extent
provided in the subordinated debt indenture. If this happens, subject to the
requirement that we take certain action to cure the default, the holders of at
least a majority in aggregate principal amount of the subordinated debt
securities of such series then outstanding may annul such declaration.

                                      -13-
<PAGE>


     Prior to the declaration referred to in the preceding paragraph, the
holders of a majority in aggregate principal amount of the subordinated debt
securities may waive certain defaults.

     The Trust Indenture Act requires that we file with the trustee annually a
written statement as to the presence or absence of certain defaults under the
terms of the indenture.

     If a default or an event of default occurs and is continuing with respect
to any series of subordinated debt securities, the holders of at least a
majority in aggregate principal amount (calculated as provided in the indenture)
of the subordinated debt securities of the affected series then outstanding
(with each such series voting separately as a class) may direct the time, method
and place of conducting any proceeding or remedy available to the trustee, or
exercising any trust or power conferred on the trustee by the indenture with
respect to subordinated debt securities of the series.

     The trustee will be under no obligation to exercise any of its rights or
powers under the indenture at the direction of the holders of subordinated debt
securities issued thereunder unless the holders offer to the trustee reasonable
security or indemnity against expenses and liabilities.

Subordination of Subordinated Debt Securities

     The indebtedness represented by the subordinated debt securities will be
unsecured and subordinated in right of payment to the prior payment in full of
all of our senior indebtedness.

     The term "senior indebtedness" means the principal of and any premium and
interest on any of our indebtedness outstanding on the date of the subordinated
debt indenture or to be created, assumed or incurred by us unless the terms of
such indebtedness specifically state that it is not senior in right of payment
to the subordinated debt securities.

     The term "indebtedness" means any obligation of ours, or any obligation
guaranteed by us, for the repayment of borrowed money and any deferred
obligation for the payment of the purchase price of property or assets.

     In the event that we pay or distribute our assets of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution and
liquidation, whether voluntary or involuntary, or in any bankruptcy proceedings,
moratorium of payments or in other similar proceedings, then we will pay all
principal, premium, if any, and interest due upon all senior indebtedness or
will provide for the payment thereof to the satisfaction of the holders of the
senior indebtedness, before we make any payment or distribution on account of
the redemption price or principal of, any premium, any additional amounts or any
interest on the subordinated debt securities.

     As a result of this subordination, in the event of our dissolution,
liquidation or bankruptcy or moratorium of payments by us or any similar event,
our creditors who are holders of senior indebtedness may recover more, ratably,
than the holders of the subordinated debt securities.

Defeasance

Defeasance and Discharge

     Each of the indentures provides that we may be discharged from any
obligations in respect of the debt securities of any series (except for certain
obligations to register the transfer or exchange of debt securities of such
series, to replace stolen, lost or mutilated debt securities of such series, to
maintain paying agencies and to hold monies for payment in trust). We will be so
discharged upon the deposit

                                      -14-
<PAGE>

with the applicable trustee, in trust, of money and/or U.S. government
obligations (as defined in the applicable indenture) which through the payment
of interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
installment of interest on the debt securities of such series on the stated
maturity of such payments in accordance with the terms of such indenture and the
debt securities of such series. This trust may only be established if, among
other things, we deliver to the trustee an opinion of counsel (who may be our
counsel) stating that either (1) we have received from, or there has been
published by, the U.S. Internal Revenue Service a ruling or (2) since the date
of the applicable indenture there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that holders of the debt
securities of such series will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such defeasance and will be subject
to U.S. federal income tax on the same amount and in the same manner and at the
same times as would have been the case if such defeasance had not occurred. The
opinion of counsel is not required to be delivered if the relevant debt
securities (1) have become due and payable; (2) will become due and payable at
their stated maturity within one year; or (3) if redeemable at our option, are
to be called for redemption within one year under arrangements satisfactory to
the trustee for the giving of notice of redemption.

Defeasance of Certain Covenants and Certain Events of Default

     The senior indenture provides that we may omit to comply with (1) the
covenants regarding limitations on sale and leaseback transactions and
limitations on liens described above and (2) the other covenants referred to in
Section 4.1(d) of the senior indenture (described in clause (4) under the
caption "--Events of Default, Waiver and Notice under the Senior Debt
Securities" above). Any omission to comply with those covenants will not
constitute an event of default under the senior indenture and the senior debt
securities of a series issued thereunder if certain conditions are met and we,
among other things:

     o    deposit with the applicable trustee, in trust, money and/or U.S.
          government obligations which through the payment of interest and
          principal in respect thereof in accordance with their terms will
          provide money in an amount sufficient to pay the principal of and each
          installment of interest on the senior debt securities of such series
          on the stated maturity of such payments in accordance with the terms
          of the senior indenture and the senior debt securities of such series;
          and

     o    in some circumstances, deliver to the trustee an opinion of counsel
          stating that the holders of the senior debt securities of such series
          will not recognize income, gain or loss for U.S. federal income tax
          purposes as a result of such defeasance of certain covenants and
          events of default and will be subject to U.S. federal income tax on
          the same amounts and in the same manner and at the same times as would
          have been the case if such deposit and defeasance had not occurred.

     Notwithstanding compliance with the foregoing requirements, our obligations
under the senior indenture, other than with respect to the covenants referred to
above, and the events of default, other than the events of default relating to
these covenants, will remain in full force and effect.

     If we exercise our option to omit compliance with certain covenants of the
senior indenture with respect to the senior debt securities of a series issued
thereunder as described in the preceding paragraph and the senior debt
securities of such series are declared due and payable because of the occurrence
of any event of default other than an event of default described in clause (4)
under the caption "--Events of Default, Waiver and Notice under the Senior Debt
Securities" above, the amount of money and U.S. government obligations on
deposit with the trustee will be sufficient to pay amounts due on the senior

                                      -15-
<PAGE>

debt securities of such series at the time of their stated maturity but may not
be sufficient to pay amounts due on the senior debt securities of such series at
the time of the acceleration resulting from such event of default.

Modification of the Indentures

     Each indenture contains provisions permitting us and the trustee
thereunder, with the consent of the holders of at least a majority in total
principal amount (calculated as provided in the indentures) of the outstanding
debt securities of all series issued thereunder affected by such modification
(all such series voting as a single class), to modify such indenture or any
supplemental indenture or the rights of the holders of the debt securities
issued thereunder. However, we and the trustee cannot, without the consent of
the holder of each debt security so affected:

     (1)  extend the fixed maturity of the debt security;

     (2)  reduce the principal amount thereof or reduce the rate or extend the
          time of any payment of interest thereon or reduce any additional
          amount payable thereon;

     (3)  make the principal amount thereof or any interest thereon payable in
          any coin or currency other than that provided in such debt security;

     (4)  reduce the portion of the principal amount of an original issue
          discount debt security (or a debt security that provides that an
          amount other than the face amount thereof will or may be payable upon
          a declaration of acceleration of the maturity thereof) due and payable
          upon acceleration of the maturity thereof or the portion of the
          principal amount thereof provable in any action or proceeding pursuant
          to Section 4.2 of such indenture;

     (5)  reduce any amount payable upon redemption of such debt security;

     (6)  reduce the overdue rate thereof;

     (7)  impair, if such debt security provides therefor, any right of
          repayment at the option of the holder of such debt security; or

     (8)  reduce the percentage of the debt securities the consent of the
          holders of which is required for any such modification.

     The indenture relating to subordinated debt securities also provides that
we and the applicable trustee cannot enter into any supplemental indenture if it
would modify the terms providing for subordination of the subordinated debt
securities in a manner adverse to the holders of the subordinated debt
securities.

     Each of the indentures also permits us and the trustee to amend such
indenture in certain circumstances without the consent of the holders of any
debt securities issued thereunder to evidence the merger of Stolt Offshore or
the replacement of the trustee and for certain other purposes, including to
amend or supplement any provision contained in the applicable indenture or any
supplemental indenture, provided that no such amendment or supplement shall
materially adversely affect the interests of the holders of outstanding debt
securities.

                                      -16-
<PAGE>


Consolidation, Merger or Disposition of Assets of Stolt Offshore

     Each of the indentures provides that we may consolidate or merge with any
other entity or sell, convey or lease all or substantially all of our property
if, upon any such consolidation or merger:

     (1)  the entity (if other than Stolt Offshore) formed by such consolidation
          or merger expressly assumes, by supplemental indenture satisfactory in
          form to the trustee under the applicable indenture, the due and
          punctual payment of principal of and any interest on the debt
          securities issued pursuant to such indenture, and the due and punctual
          observance of all of the covenants and conditions of such indenture to
          be performed by us; and

     (2)  we and any successor entity resulting from such consolidation or
          merger, immediately after such consolidation or merger, or sale,
          conveyance or lease, are not in default in the performance of any
          covenant or condition of such indenture.

Concerning the Trustees

     Except during the continuance of an event of default, each of the trustees
will perform only those duties that are specifically set forth in the relevant
indenture. During the continuance of any event of default under an indenture,
the trustee thereunder will exercise its rights and powers under the indenture,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use his rights under the circumstances in the conduct of his
own affairs.

     Each of the trustees may acquire and hold debt securities and, subject to
certain conditions, otherwise deal with us as if it were not a trustee under
an indenture.

                          DESCRIPTION OF SHARE CAPITAL

     Set forth below is a summary of material information relating to our share
capital, including summaries of certain provisions of our Articles of
Incorporation and applicable Luxembourg law in effect at the date hereof. This
summary does not include all of the provisions of our Articles of Incorporation
and applicable Luxembourg law. We urge you to read the full Articles of
Incorporation which have been included as an exhibit to the Registration
Statement. The full text of the Articles of Incorporation is available at our
registered office.

Authorized Shares

     Our authorized share capital consists of:

     o    140,000,000 common shares, par value U.S. $2.00 per share, and
     o    34,000,000 class B shares, par value U.S. $2.00 per share.

     Pursuant to our Articles of Incorporation, and as required by Luxembourg
law as presently in effect, authorized capital will automatically be reduced to
the amount represented by outstanding shares on the fifth anniversary date of
the publication of the most recent amendment of the Articles revising our
authorized capital. Amendments amending our authorized capital were approved at
an Extraordinary General Meeting held on March 6, 2001, and publication of such
amendment in the Official Gazette took place in October 2001. From time to time
we take such steps that are required to continue the authorized capital in
effect.

                                      -17-
<PAGE>

          The Board of Directors is authorized to issue additional common shares
and class B shares, from time to time, up to the maximum authorized number. The
Articles of Incorporation require all shares to be issued in registered form.
All shares, when issued, are fully paid and non-assessable. All shares are
freely transferable by the holder thereof, unless the Articles of Incorporation
provide otherwise.

          As a general rule, shareholders are entitled to preemptive rights
under Luxembourg law in respect of the issuance of shares for cash, unless the
Articles of Incorporation provide otherwise. The resolutions passed by our
shareholders authorized the Board of Directors to deny shareholders' preemptive
rights for a period of five years and our Board of Directors has done so with
respect to all authorized but unissued common shares. Upon the expiration of
authorized but unissued shares as described above, the suppression of preemptive
rights will also terminate and shareholders will be entitled to preemptive
rights once again unless the Board of Directors recommends denying further such
rights and such recommendation is approved by the shareholders. As a result,
common shares will not be entitled to preemptive rights for a period of at least
five years ending October 2006.

     In addition to the authorized common shares and class B shares set forth
above, an additional 1,500,000 class A shares, par value U.S. $2.00 per share,
have been authorized for the sole purpose of options granted under our existing
stock option plans, and may not be used for any other purpose. The rights,
preferences and priorities of such class A shares are set forth in the Articles
of Incorporation. All such class A shares convert to common shares immediately
upon issuance. Such authorized class A shares and all of the rights relating
thereto shall expire, without further action, on December 31, 2009.

Voting Rights

     Except for matters where applicable law requires the approval of both
classes of shares voting as separate classes, common shares and class B shares
vote as a single class on all matters submitted to a vote of the shareholders,
with each share entitled to one vote. The Board of Directors may fix in advance
a date, not exceeding sixty (60) days preceding the date of any meeting of
shareholders, to close the register of shareholders or to set as a record date
for the determination of the shareholders entitled to notice and to vote at any
such meeting or any adjournment thereof. Under Luxembourg law, shareholder
action can generally be taken by a simple majority of common shares and class B
shares present or represented at a meeting, without regard to any minimum quorum
requirements. Three exceptions to the law are (i) to amend the Articles of
Incorporation which requires (x) a two-thirds vote of those common shares and
class B shares present or represented, and (y) when the meeting is first
convened, a quorum of 50% of the outstanding shares entitled to vote; (ii) to
change the country of incorporation of Stolt Offshore to a country other than
Luxembourg or to increase the contribution of the shareholders, which require
the affirmative vote of 100% of the common shares and class B shares; and (iii)
any action for which the Articles of Incorporation require more than a majority
vote or a quorum. Luxembourg law further provides that a two-thirds majority
vote of those shares present or represented and when the meeting is first
convened, a quorum of 50% of such shares, of the outstanding common shares and
class B shares, each voting and counted for quorum purposes as a separate class,
is required to authorize any amendment to the Articles of Incorporation in
respect of a recapitalization, reclassification and similar transactions
affecting the relative rights, preferences and priorities of the common shares
and class B shares if such class of shares is adversely affected thereby.

Shareholder Meetings and Notice Thereof

     Under the Articles of Incorporation, we are required to hold a general
meeting of shareholders each year in Luxembourg. The meeting is normally
convened in April. In addition, the Board of Directors may call any number of
extraordinary general meetings, which may be held in Luxembourg or elsewhere,
although any extraordinary general meeting convened to amend the Articles of
Incorporation

                                      -18-
<PAGE>

will be held in Luxembourg. The Board of Directors is further obliged to call a
general meeting of shareholders to be held within thirty days after receipt of a
written demand therefor by shareholders representing at least one-fifth of the
outstanding shares entitled to vote thereat.

     The Articles of Incorporation require notice of any general meeting to be
sent by first class mail, postage prepaid, to all shareholders at least twenty
days prior to such meeting. Shareholders may be represented by written proxy,
provided the written proxy is deposited with us at our registered office in
Luxembourg, or with any Director, at least five days before the meeting.

Dividends

          Under the Articles, holders of common shares and class B shares
participate in all dividends, if any are declared, provided that, in the case of
cash or property dividends, each class B share shall receive $0.005 per share
for each $0.01 per share in cash or value paid on each common share. No
dividend, in cash or property, may be paid separately on either class of shares.
If share dividends are declared, holders of common shares will receive common
shares and holders of class B shares will receive class B shares if sufficient
authorized shares are available and sufficient surplus exists.

     Interim dividends can be declared up to three times in any fiscal year by
the Board of Directors. Interim dividends can be paid, but only after the prior
year's financial statements have been approved by the shareholders at a general
meeting and any such interim dividend must be approved by our independent
auditors. Final dividends are declared once a year at the annual general meeting
of the shareholders. Interim and final dividends on common shares and class B
shares can be paid out of earnings, retained and current, as well as paid in
surplus.

     Luxembourg law authorizes the payment of stock dividends if sufficient
surplus exists to provide for the related increase in stated capital or the par
value of the shares issued in connection with any stock dividend.

     Luxembourg law requires that 5% of our unconsolidated net profit each year
be allocated to a legal reserve before declaration of dividends. This
requirement continues until the reserve is 10% of our stated capital, as
represented by the common shares and class B shares, after which no further
allocations are required until further issuance of shares.

     The legal reserve may also be satisfied by allocation of the required
amount at the time of issuance of shares or by a transfer from paid-in surplus.
The legal reserve is not available for dividends. The legal reserve for all
existing common shares and class B shares has heretofore been satisfied and
appropriate allocations will be made to the legal reserve account at the time of
each new issuance of common shares and class B shares.

Liquidation Preference

     Under the Articles of Incorporation, in the event of a liquidation, all of
our debts and obligations must first be paid, and thereafter all of our
remaining assets are paid to the holders of common shares and class B shares,
provided that each class B share shall receive $0.005 per share for each $0.01
per share in cash or value paid to each common share.

Conversion Rights

     Class B shares are convertible into common shares on a two-for-one basis,
at any time at the option of the holders thereof. In addition, if Stolt-Nielsen
Transportation Group Ltd., a wholly owned subsidiary of SNSA, or its affiliates
dispose of class B shares to a third party, each class B share disposed

                                     -19-
<PAGE>

of shall automatically convert into one-half of one common share. Furthermore,
in the event that Stolt-Nielsen Transportation Group Ltd. (or any entity
controlling, controlled by or under common control with it) shall own shares
(whether class B shares or common shares) representing less than a majority of
the combined voting power of our then outstanding shares, then, without any
action on the part of the holders thereof, each such class B share shall
automatically convert into one-half of one common share.

Restrictions on Shareholders

     Our Articles of Incorporation provide that in recognition of the fact that
certain shareholdings may threaten us with "imminent and grave damage," which
term includes adverse tax consequences, a hostile takeover attempt or adverse
governmental sanctions, (i) no U.S. Person (as defined in the Articles) shall
own, directly or indirectly, more than 9.9% of our outstanding shares, (ii) all
shareholders of any single country may not own, directly or indirectly, more
than 49.9% of our outstanding shares, and (iii) no person may own, directly or
indirectly, more than 20% of our outstanding shares unless a majority of the
Board of Directors shall have authorized such shareholding in advance.

     The Articles of Incorporation provide that the foregoing restrictions shall
not apply to any person who was a shareholder as of March 10, 1993, or certain
Affiliates or Associates (as such terms are defined in the Articles of
Incorporation) of such person.

     In addition, the Board of Directors is authorized to restrict, reduce or
prevent the ownership of our shares if it appears to the Board that such
ownership may threaten us with "imminent and grave damage." Luxembourg company
law does not provide a specific definition of imminent and grave damage, but
instead leaves the interpretation of the phrase within the Board's discretion.
We have been advised by Elvinger, Hoss & Prussen, that there are no Luxembourg
judicial interpretations of the phrase, but that situations involving hostile
takeovers, adverse tax consequences or governmental sanctions are likely to be
among the situations covered by such phrase.

     In order to enforce the foregoing restrictions, the Articles of
Incorporation empower the Board of Directors to take certain remedial action
including causing us: (i) to decline to register any prohibited transfer; (ii)
to decline to recognize any vote of a shareholder precluded from holding shares;
(iii) to require any shareholder on our register of shareholders or any
prospective shareholder to provide information to determine whether such person
is precluded from holding shares and (iv) upon the issuance of a notice, to
require the sale of shares to us at the lesser of (A) the amount paid for the
shares if acquired within the twelve months immediately preceding the date of
the notice, and (B) the last quoted sale price for the shares on the day
immediately preceding the day on which the notice is served (provided that the
Board of Directors may in its discretion pay the amount calculated under (B) in
situations where (A) would otherwise apply and result in a lower purchase price,
if the Board determines it equitable after taking into account specified
factors); and to remove the name of any shareholder from the register of
shareholders immediately after the close of business on the day the notice is
issued and payment is made available. The foregoing defensive measures may have
the effect of making more difficult a merger involving us, or a tender offer,
open-market purchase program or other purchase of our shares, in circumstances
that could give shareholders the opportunity to realize a premium over the then
prevailing market price for their shares.

     There are no limitations currently imposed by Luxembourg law on the rights
of non-resident Stolt Offshore shareholders to hold or vote their shares.

                                      -20-
<PAGE>


Change In Control

     Except as described above, there are no provisions in our Articles of
Incorporation that would have the effect of delaying, deferring or preventing a
change in control of Stolt Offshore and that would only operate with respect to
a merger, acquisition or corporate restructure involving us or any of our
subsidiaries.

                   DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS
                            RELATING TO COMMON SHARES

     Citibank, N.A. is the depositary bank for the American Depositary Shares.
Citibank's depositary offices are located at 111 Wall Street, 20th Floor, New
York, New York 10043. American Depositary Shares are frequently referred to as
"ADSs" and represent ownership interests in securities that are on deposit with
the depositary bank. ADSs are normally represented by certificates that are
commonly known as "American Depositary Receipts" or "ADRs." The depositary
bank's custodian to safekeep the securities on deposit is Den norske Bank ASA,
located at Stranden 21, Oslo 0107, Norway.

     We have appointed Citibank as depositary bank pursuant to a deposit
agreement. A copy of the deposit agreement is on file with the SEC under cover
of a Registration Statement on Form F-6. You may obtain a copy of the deposit
agreement from the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please refer to Registration Number 333-90470 when
retrieving such copy.

     We are providing you with a summary description of the material terms of
the ADSs and of your material rights as an owner of ADSs. Please remember that
summaries by their nature lack the precision of the information summarized and
that a holder's rights and obligations as an owner of ADSs will be determined by
reference to the terms of the deposit agreement and not by this summary. We urge
you to review the deposit agreement in its entirety.

     Each ADS represents the right to receive one fully paid common share, par
value $2.00 per share, of Stolt Offshore S.A., on deposit with the custodian. An
ADS will also represent the right to receive any other property received by the
depositary bank or the custodian on behalf of the owner of the ADS but that has
not been distributed to the owners of ADSs because of legal restrictions or
practical considerations.

     If you become an owner of ADSs, you will become a party to the deposit
agreement and therefore will be bound to its terms and to the terms of the ADR
that represents your ADSs. The deposit agreement and the ADR specify our rights
and obligations as well as your rights and obligations as owner of ADSs and
those of the depositary bank. As an ADS holder you appoint the depositary bank
to act on your behalf in certain circumstances. The deposit agreement and the
ADRs are governed by New York law. However, our obligations to the holders of
common shares will continue to be governed by the laws of Luxembourg, which may
be different from the laws in the United States.

     As an owner of ADSs, you may hold your ADSs either by means of an ADR
registered in your name or through a brokerage or safekeeping account. If you
decide to hold your ADSs through your brokerage or safekeeping account, you must
rely on the procedures of your broker or bank to assert your rights as an ADS
owner. Please consult with your broker or bank to determine what those
procedures are. This summary description assumes you have opted to own the ADSs
directly by means of an ADR registered in your name and, as such, we will refer
to you as the "holder." When we refer to "you", we assume the reader owns ADSs
and will own ADSs at the relevant time.

                                      -21-
<PAGE>

Dividends and Distributions

     As a holder, you generally have the right to receive the distributions we
make on the securities deposited with the custodian. Your receipt of these
distributions may be limited, however, by practical considerations and legal
limitations. Holders will receive such distributions under the terms of the
deposit agreement in proportion to the number of ADSs held as of a specified
record date.

Distributions of Cash

          Whenever we make a cash distribution for the securities on deposit
with the custodian, we will notify the depositary bank and deposit the funds
with the custodian. Upon receipt of such notice and of confirmation from the
custodian of the deposit of the requisite funds, the depositary bank will
arrange, if funds are not in U.S. dollars, for the funds to be converted into
U.S. dollars and for the distribution of the U.S. dollars to the holders, as of
the applicable record date.

     The conversion into U.S. dollars will take place only if practicable and if
the U.S. dollars are transferable to the United States. The amounts distributed
to holders will be net of the fees, expenses, taxes and other governmental
charges payable by holders under the terms of the deposit agreement. The
depositary bank will apply the same method for distributing the proceeds of the
sale of any property (such as undistributed rights) held by the custodian in
respect of securities on deposit.

         The distribution of cash will be made net of the fees, expenses, taxes
and governmental charges payable by holders under the terms of the deposit
agreement.

Distributions of Shares

     Whenever we issue a dividend or make a free distribution of common shares,
we will notify the depositary bank and deposit the applicable number of common
shares with the custodian. Upon receipt of notice of such deposit, the
depositary bank will either distribute to holders new ADSs representing the
common shares deposited or, if additional ADSs are not distributed, modify the
ADS-to-common share ratio, in which case each ADS you hold will represent rights
and interests in the additional common shares so deposited. Only whole new ADSs
will be distributed. Fractional entitlements will be sold and the proceeds of
such sale will be distributed as in the case of a cash distribution.

     The distribution of new ADSs or the modification of the ADS-to-common share
ratio upon a distribution of common shares will be made net of the fees,
expenses, taxes and other governmental charges payable by holders under the
terms of the deposit agreement. In order to pay such taxes or governmental
charges, the depositary bank may sell all or a portion of the new common shares
so distributed.

     No such distribution of new ADSs will be made if it would violate a law
(i.e., the U.S. securities laws) or if it is not operationally practicable. If
the depositary bank does not distribute new ADSs as described above, it may sell
the common shares received upon the terms described in the deposit agreement and
will distribute the proceeds of the sale as in the case of a distribution of
cash.

Distributions of Rights

     Whenever we intend to distribute rights to purchase additional common
shares or rights of any other nature, we will give prior notice to the
depositary bank and we will assist the depositary bank in determining whether it
is lawful and feasible to distribute such rights to holders.

                                      -22-
<PAGE>

     The depositary bank will establish procedures to distribute such rights to
holders and to enable such holders to exercise such rights if it is lawful and
feasible to make the rights available to holders of ADSs, and if we provide all
of the documentation contemplated in the deposit agreement (such as opinions to
address the lawfulness of the transaction). You may have to pay fees, expenses,
taxes and other governmental charges to subscribe for the new ADSs upon the
exercise of your rights. The depositary bank is not obligated to establish
procedures to facilitate the distribution and exercise by holders of rights to
purchase new common shares other than in the form of ADSs.

     The depositary bank will not distribute the rights to you if:

     o    we fail to deliver satisfactory documents to the depositary bank; or

     o    it is not lawful and feasible to distribute the rights.

     The depositary bank will sell the rights that are not exercised or not
distributed if such sale is lawful and feasible. The proceeds of such sale will
be distributed to holders as in the case of a cash distribution. If the
depositary bank is unable to sell the rights, it will allow the rights to lapse.

Other Distributions

     Whenever we intend to distribute property other than cash, common shares or
rights, we will notify the depositary bank in advance and will indicate whether
we wish such distribution to be made to you. If so, we will assist the
depositary bank in determining whether such distribution to holders is lawful
and feasible.

     If it is lawful and feasible to distribute such property to you and if we
provide all of the documentation contemplated in the deposit agreement, the
depositary bank will distribute the property to the holders in any manner it
deems equitable and practicable. The distributions will be made net of fees,
expenses, taxes and governmental charges payable by holders under the terms of
the deposit agreement.

     The depositary bank will not distribute the property to you and will sell
the property if:

     o    we do not request that the property be distributed to you or if we ask
          that the property not be distributed to you; or

     o    we do not deliver satisfactory documents to the depositary bank; or

     o    the depositary bank determines that all or a portion of the
          distribution to you is not lawful or feasible.

     The proceeds of such a sale will be distributed to holders as in the case
of a cash distribution.

Redemption

     Whenever we decide to redeem any of the securities on deposit with the
custodian, we will notify the depositary bank. If we provide such notice to the
depositary bank in a timely manner, the depositary bank will mail such notice of
the redemption to the holders.

     The custodian will be instructed to surrender the common shares being
redeemed against payment of the applicable redemption price. The depositary bank
will convert the redemption funds received into U.S. dollars upon the terms of
the deposit agreement and will establish procedures to enable holders to

                                      -23-
<PAGE>

receive the net proceeds from the redemption upon surrender of their ADSs to the
depositary bank. You may have to pay fees, expenses, taxes and other
governmental charges upon the redemption of your ADSs. If less than all ADSs are
being redeemed, the ADSs to be redeemed will be selected by lot or on a pro rata
basis, as the depositary bank may determine.

Changes Affecting Common Shares

     The common shares held on deposit for your ADSs may change from time to
time. For example, there may be a change in nominal or par value, a split-up,
cancellation, consolidation or reclassification of such common shares or a
recapitalization, reorganization, merger, consolidation or sale of assets.

     If any such change were to occur, your ADSs would, to the extent permitted
by law as evidenced in documents satisfactory to the depositary bank, represent
the right to receive the property received or exchanged in respect of the common
shares held on deposit. The depositary bank may in such circumstances deliver
new ADSs to you or call for the exchange of your existing ADSs for new ADSs. If
the depositary bank may not lawfully distribute such property to you, the
depositary bank may to the extent permitted by law as evidenced in documents
satisfactory to the depositary bank sell such property and distribute the net
proceeds to you as in the case of a cash distribution.

Issuance of ADSs upon Deposit of Common Shares

     The depositary bank may create ADSs on your behalf if you or your broker
deposit common shares, together with all other documentation required by the
depositary bank, with the custodian. The depositary bank will deliver these ADSs
to the person you indicate only after you pay any applicable issuance fees and
any charges and taxes payable for the transfer of the common shares to the
custodian. Your ability to deposit common shares and receive ADSs may be limited
by U.S. and Luxembourg legal considerations applicable at the time of deposit.

     The issuance of ADSs may be delayed until the depositary bank or the
custodian receives confirmation that all required approvals have been given and
that the common shares have been duly transferred to the custodian. The
depositary bank will only issue ADSs in whole numbers.

Transfer, Combination and Split Up of ADRs

     As an ADR holder, you will be entitled to transfer, combine or split up
your ADRs and the ADSs evidenced thereby. For transfers of ADRs, you will have
to surrender the ADRs to be transferred to the depositary bank and also must:

     o    ensure that the surrendered ADR certificate is properly endorsed or
          otherwise in proper form for transfer;

     o    provide such proof of identity and genuineness of signatures as the
          depositary bank deems appropriate;

     o    provide any transfer stamps required by the State of New York or the
          United States; and

     o    pay all applicable fees, charges, expenses, taxes and other
          governmental charges payable by ADR holders pursuant to the terms of
          the deposit agreement, upon the transfer of ADRs.

     To have your ADRs either combined or split up, you must surrender the ADRs
in question to the depositary bank with your request to have them combined or
split up, and you must pay all applicable

                                      -24-
<PAGE>


fees, charges and expenses payable by ADR holders, pursuant to the terms of the
deposit agreement, upon a combination or split up of ADRs.

Withdrawal of Shares Upon Cancellation of ADSs

     As a holder, you will be entitled to present your ADSs to the depositary
bank for cancellation and then receive the corresponding number of underlying
common shares at the custodian's offices. Your ability to withdraw the common
shares may be limited by U.S. and Luxembourg considerations applicable at the
time of withdrawal. In order to withdraw the common shares represented by your
ADSs, you will be required to pay to the depositary the fees for the making of
withdrawals and the cancellation of ADSs and any fees, taxes and other
governmental charges payable in connection with such surrender and withdrawal.
You assume the risk for delivery of all funds and securities upon withdrawal.

     If you hold an ADR registered in your name, the depositary bank may ask you
to provide proof of identity and genuineness of any signature and such other
documents as the depositary bank may deem appropriate before it will cancel your
ADSs. The withdrawal of the common shares represented by your ADSs may be
delayed until the depositary bank receives satisfactory evidence of compliance
with all applicable laws and regulations. Please keep in mind that the
depositary bank may only accept ADSs for cancellation that represent a whole
number of securities on deposit.

     You will have the right to withdraw the securities represented by your ADSs
at any time except for:

     o    obligations to pay fees, taxes and similar charges.

     o    restrictions imposed because of laws or regulations applicable to ADSs
          or the withdrawal of securities on deposit.

     The deposit agreement may not be modified to impair your right to withdraw
the securities represented by your ADSs except to comply with mandatory
provisions of applicable law.

Voting Rights

     As a holder, you generally have the right under the deposit agreement to
instruct the depositary bank to exercise the voting rights for the common shares
represented by your ADSs. The voting rights of holders of common shares are
described in "Description of Share Capital--Voting Rights."

     At our request, the depositary bank will distribute to you any notice of
shareholders' meeting received from us together with a statement that holders of
record as of a certain date will be entitled to instruct the depositary bank as
to the exercise of voting rights and information explaining how to instruct the
depositary bank to exercise the voting rights of the securities represented by
ADSs.

     If the depositary bank timely receives voting instructions from a holder of
ADSs, it will endeavor to vote the securities represented by the holder's ADSs
in accordance with such voting instructions.

     Please note that the ability of the depositary bank to carry out voting
instructions may be limited by practical and legal limitations and the terms of
the securities on deposit. We cannot assure you that you will receive voting
materials in time to enable you to return voting instructions to the depositary
bank in a timely manner. Securities for which no voting instructions have been
received will not be voted.

                                      -25-
<PAGE>

Fees and Charges

     As an ADS holder, you will be required to pay the following service fees to
the depositary bank:

<PAGE>
<TABLE>
<CAPTION>
         -------------------------------------------------- -----------------------------------------
         Service                                            Fees
         -------------------------------------------------- -----------------------------------------
         <S>                                                <C>
         o    Issuance of ADSs                              Up to U.S. 5(cent)per ADS issued
         -------------------------------------------------- -----------------------------------------
         o    Cancellation of ADSs                          Up to U.S. 5(cent)per ADS canceled
         -------------------------------------------------- -----------------------------------------
         o    Distribution of cash dividends or other       Up to U.S. 2(cent)per ADS held
              cash distributions
         -------------------------------------------------- -----------------------------------------
         o    Distribution of ADSs pursuant to stock        Up to U.S. 5(cent)per ADS issued
              dividends, free stock distributions or
              exercise of rights
         -------------------------------------------------- -----------------------------------------
         o    Transfer of ADRs                              U.S. $1.50 per certificate presented
                                                            for transfer
         -------------------------------------------------- -----------------------------------------
</TABLE>

     As an ADS holder you will also be responsible to pay certain fees and
expenses incurred by the depositary bank and certain taxes and governmental
charges such as:

     o    fees for the transfer and registration of common shares charged by the
          registrar and transfer agent for the common shares in Luxembourg
          (i.e., upon deposit and withdrawal of common shares);

     o    expenses incurred for converting foreign currency into U.S. dollars;
          and

     o    expenses for cable, telex and fax transmissions and for delivery of
          securities.

     We have agreed to pay certain other charges and expenses of the depositary
bank. Note that the fees and charges you may be required to pay may vary over
time and may be changed by us and by the depositary bank. You will receive prior
notice of such changes.

Amendments and Termination

     We may agree with the depositary bank to modify the deposit agreement at
any time without your consent. We undertake to give holders 30 days' prior
notice of any modifications that would materially prejudice any of their
substantial rights under the deposit agreement. We will not consider to be
materially prejudicial to your substantial rights any modifications or
supplements that are reasonably necessary for the ADSs to be registered under
the Securities Act or to be eligible for book-entry settlement, in each case
without imposing or increasing the fees and charges you are required to pay. In
addition, we may not be able to provide you with prior notice of any
modifications or supplements that are required to accommodate compliance with
applicable provisions of law.

                                      -26-
<PAGE>

     You will be bound by the modifications to the deposit agreement if you
continue to hold your ADSs after the modifications to the deposit agreement
become effective. The deposit agreement cannot be amended to prevent you from
withdrawing the common shares represented by your ADSs (except in order to
comply with mandatory provisions of applicable law).

     We have the right to direct the depositary bank to terminate the deposit
agreement. Similarly, the depositary bank may in certain circumstances on its
own initiative terminate the deposit agreement. In either case, the depositary
bank must give notice to the holders at least 30 days before termination.

     Upon termination, the following will occur under the deposit agreement:

     o    For a period of six months after termination, you will be able to
          request the cancellation of your ADSs and the withdrawal of the common
          shares represented by your ADSs and the delivery of all other property
          held by the depositary bank in respect of those common shares on the
          same terms as prior to the termination. During such six months' period
          the depositary bank will continue to collect all distributions
          received on the common shares on deposit (i.e., dividends) but will
          not distribute any such property to you until you request the
          cancellation of your ADSs.

     o    After the expiration of such six months' period, the depositary bank
          may sell the securities held on deposit. The depositary bank will hold
          the proceeds from such sale and any other funds then held for the
          holders of ADSs in a non-interest bearing account. At that point, the
          depositary bank will have no further obligations to holders other than
          to account for the funds then held for the holders of ADSs still
          outstanding.

Books of Depositary

     The depositary bank will maintain ADS holder records at its depositary
office. You may inspect such records at such office during regular business
hours but solely for the purpose of communicating with other holders in the
interest of business matters relating to the ADSs and the deposit agreement.

     The depositary bank will maintain in New York City facilities to record and
process the issuance, cancellation, combination, split-up and transfer of ADRs.
These facilities may be closed from time to time, to the extent not prohibited
by law.

Limitations on Obligations and Liabilities

     The deposit agreement limits our obligations and the depositary bank's
obligations to you. Please note the following:

     o    We and the depositary bank are obligated only to take the actions
          specifically stated in the deposit agreement without negligence or bad
          faith.

     o    The depositary bank disclaims any liability for any failure to carry
          out voting instructions, for any manner in which a vote is cast or for
          the effect of any vote, provided it acts in good faith and in
          accordance with the terms of the deposit agreement.

     o    The depositary bank disclaims any liability for any failure to
          determine the lawfulness or practicality of any action, for the
          content of any information submitted to it by us for distribution to
          you or for the accuracy of any translation of such information, for
          the investment risks associated with investing in common shares, for
          the validity or worth of

                                      -27-
<PAGE>

          the common shares, for any tax consequences that result from the
          ownership of ADSs, common shares or other securities for the
          creditworthiness of any third party, for allowing any rights to lapse
          under the terms of the deposit agreement, for the timeliness of any of
          our notices or for our failure to give notice.

     o    We and the depositary bank will not be obligated to perform any act
          that is inconsistent with the terms of the deposit agreement.

     o    We and the depositary bank disclaim any liability if we are prevented
          or forbidden from acting on account of any law or regulation, any
          provision of our Articles of Incorporation, any provision of any
          securities on deposit or by reason of any act of God or war or other
          circumstances beyond our control.

     o    We and the depositary bank disclaim any liability by reason of any
          exercise of, or failure to exercise, any discretion provided for the
          deposit agreement or in our Articles of Incorporation or in any
          provisions of securities on deposit.

     o    We and the depositary bank further disclaim any liability for any
          action or inaction in reliance on the advice or information received
          from legal counsel, accountants, any person presenting common shares
          for deposit, any holder of ADSs or authorized representatives thereof,
          or any other person believed by either of us in good faith to be
          competent to give such advice or information.

     o    We and the depositary bank also disclaim liability for the inability
          by a holder to benefit from any distribution, offering, right or other
          benefit which is made available to holders of common shares but is
          not, under the terms of the deposit agreement, made available to you.

     o    We and the depositary bank may rely without any liability upon any
          written notice, request or other document believed to be genuine and
          to have been signed or presented by the proper parties.

Pre-Release Transactions

     The depositary bank may, in certain circumstances, issue ADSs before
receiving a deposit of common shares or release common shares before receiving
ADSs for cancellation. These transactions are commonly referred to as
"pre-release transactions." The deposit agreement limits the aggregate size of
pre-release transactions and imposes a number of conditions on such transactions
(i.e., the need to receive collateral, the type of collateral required, the
representations required from brokers, etc.). The depositary bank may retain the
compensation received from the pre-release transactions.

Taxes

     You will be responsible for the taxes and other governmental charges
payable on the ADSs and the securities represented by the ADSs. We, the
depositary bank and the custodian may deduct from any distribution the taxes and
governmental charges payable by holders and may sell any and all property on
deposit to pay the taxes and governmental charges payable by holders. You will
be liable for any deficiency if the sale proceeds do not cover the taxes that
are due.

     The depositary bank may refuse to issue ADSs, to deliver, transfer, split
and combine ADRs or to release securities on deposit until all taxes and charges
are paid by the applicable holder. The depositary

                                      -28-
<PAGE>

bank and the custodian may take reasonable administrative actions to obtain tax
refunds and reduced tax withholding for any distributions on your behalf.
However, you may be required to provide to the depositary bank and to the
custodian proof of taxpayer status and residence and such other information as
the depositary bank and the custodian may require to fulfill legal obligations.
You are required to indemnify us, the depositary bank and the custodian for any
claims with respect to taxes based on any tax benefit obtained for you.

Foreign Currency Conversion

     The depositary bank will arrange for the conversion of all foreign currency
received into U.S. dollars if such conversion is reasonable, and it will
distribute the U.S. dollars in accordance with the terms of the deposit
agreement. You may have to pay fees and expenses incurred in converting foreign
currency, such as fees and expenses incurred in complying with currency exchange
controls and other governmental requirements.

     If the conversion of foreign currency is not reasonable or lawful, or if
any required approvals or licenses are denied or not obtainable at a reasonable
cost or within a reasonable period, the depositary bank may take the following
actions in its discretion:

     o    Convert the foreign currency to the extent practical and lawful and
          distribute the U.S. dollars to the holders for whom the conversion and
          distribution is lawful and practical.

     o    Distribute the foreign currency to holders for whom the distribution
          is lawful and practical.

     o    Hold the foreign currency (without liability for interest) for the
          applicable holder.

                              SELLING SHAREHOLDERS

     The following table sets forth information regarding the beneficial
ownership of our common share equivalents (including common shares and class B
shares convertible into common shares) by the selling shareholders as of June
30, 2002. Stolt Offshore Investing Ltd. ("SOIL") is a wholly owned indirect
subsidiary of Stolt Offshore. Stolt-Nielsen Transportation Group Ltd. ("SNTG")
is a wholly owned subsidiary of our parent corporation, SNSA. To the extent
indicated in the related prospectus supplement, one or more of our selling
shareholders may from time to time offer our common shares for sale.

<TABLE>
<CAPTION>
                                    Name                                             Common Share Equivalents
                                    ----                                             ------------------------
                                                                                        Beneficially Owned
                                                                                        ------------------
                                                                                     Number            Percent
                                                                                     ------            -------

<S>                                                                               <C>                    <C>
Stolt Offshore Investing Ltd.1..........................................           3,392,478              4.8%
Stolt-Nielsen Transportation Group Ltd.2................................          49,275,2233            56.5%

(1)  SOIL is a Bermuda corporation with its principal executive offices at Clarendon House, 2 Church Street,
     Hamilton, Bermuda. The 3,392,478 common shares beneficially owned by SOIL are held as treasury shares and are
     not considered a part of Stolt Offshore's outstanding share capital but are deemed to be outstanding for
     purposes of calculating the percentage ownership by SOIL and SNTG.

(2)  SNTG is a Liberian corporation with its principal executive offices at 80 Broad Street, Monrovia, Liberia. It is a
     wholly owned subsidiary of SNSA. As of June 30, 2002, the Stolt-Nielsen family (including Jacob Stolt-Nielsen and
     Niels G. Stolt-Nielsen), directly and indirectly through Fiducia Ltd., controlled approximately 60% of the
     outstanding voting shares of SNSA.

(3)  This figure includes 34,000,000 class B shares convertible into 17,000,000 common shares. The common shares
     into which the class B shares are convertible are deemed to be outstanding for the purpose of computing the
     percentage of ownership of
</TABLE>

Registration Rights Agreement

     We are party to a registration rights agreement with the predecessor to
SNTG relating to the registration of our common shares owned by SNTG or its
affiliates, including those issuable upon conversion of the class B shares.
Under this agreement, SNTG has both "piggyback" and "demand" registration
rights. The piggyback rights, which are unlimited, require us to provide notice
to SNTG if we propose to register any of our common shares under the Securities
Act and to allow SNTG or the affiliate to include common shares owned by it or
the affiliate in our registration statement. SNTG also has four demand
registration rights effective until in May 2003, which enable it or its
affiliates to demand that their common shares be registered and may require us
to file a registration statement under the Securities Act at our expense.

                                                          -29-

<PAGE>
<TABLE>
<S>  <C>

     SNTG, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other
     person or group including SOIL.

</TABLE>
                                                        -30-
<PAGE>

                              PLAN OF DISTRIBUTION

     We or the selling shareholders may sell securities from time to time as
follows:

     o    through or to agents;

     o    to dealers or underwriters;

     o    directly to purchasers; or

     o    through a combination of any of these methods of sale.

     In particular, the selling shareholders (including any donee or pledgee
thereof) may sell or distribute their common shares (directly or in the form of
ADSs) from time to time in one or more public or private transactions,
including:

     o    block trades;

     o    on any exchange or in the over-the-counter market;

     o    in transactions otherwise than on an exchange or in the
          over-the-counter market;

     o    through the writing of put or call options relating to such
          securities;

     o    the short sales of such securities;

     o    through the lending of such securities; or

     o    through a combination of any of the above.

     In addition, we may issue the securities as a dividend or distribution or
in a subscription rights offering to our existing securityholders. In some
cases, we may also repurchase securities and reoffer them to the public by one
or more of the methods described above.

     The sale of the securities offered by this prospectus may be made from time
to time in one or more transactions at fixed prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to those
prevailing market prices or at negotiated prices. Sales of our common shares
(directly or in the form of ADSs) may be made from time to time in one or more
transactions on the Nasdaq National Market or the Oslo Stock Exchange, in
negotiated transactions or a combination of those methods of sale, at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices or at other negotiated prices.

     We or the selling shareholders may solicit offers to purchase the
securities directly from the public from time to time. We or the selling
shareholders may also designate agents from time to time to solicit offers to
purchase securities from the public on our behalf or on behalf of the selling
shareholders. The prospectus supplement relating to any particular offering of
securities will name any agents designated to solicit offers, and will include
information about any commissions we or the selling shareholders may pay the
agents, in that offering. Agents may be deemed to be "underwriters" as that term
is defined in the Securities Act and any commissions they receive from us or the
selling shareholders may be deemed to be underwriting discounts and commissions
under the Securities Act.

                                      -31-
<PAGE>

     From time to time, we or the selling shareholders may sell securities to
one or more dealers as principals. The dealers, who may be deemed to be
"underwriters" as that term is defined in the Securities Act, may then resell
those securities to the public. In that case, any profit on the resale of those
securities by them and any commissions they receive from us or the selling
shareholders may be deemed to be underwriting discounts and commissions under
the Securities Act.

     We or the selling shareholders may sell securities from time to time to one
or more underwriters, who would purchase the securities as principal for resale
to the public, either on a firm-commitment or best-efforts basis. If we or the
selling shareholders sell securities to underwriters, we and the selling
shareholders will execute an underwriting agreement with them at the time of
sale and we will name them in the applicable prospectus supplement. In
connection with those sales, underwriters may be deemed to have received
compensation from us or the selling shareholders in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
securities for whom they may act as agents. Underwriters may resell the
securities to or through dealers, and those dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or
commissions from purchasers for whom they may act as agents. The applicable
prospectus supplement will include information about any underwriting
compensation we or the selling shareholders pay to underwriters, and any
discounts, concessions or commissions underwriters allow to participating
dealers, in connection with an offering of securities.

     If we offer securities in a subscription rights offering to our existing
securityholders, we may enter into a standby underwriting agreement with
dealers, acting as standby underwriters. We may pay the standby underwriters a
commitment fee for the securities they commit to purchase on a standby basis. If
we do not enter into a standby underwriting arrangement, we may retain a
dealer-manager to manage a subscription rights offering for us.

     Under agreements which we or the selling shareholders may enter into,
underwriters, dealers, agents and other persons may be entitled to
indemnification by us or the selling shareholders against certain liabilities,
including liabilities under the Securities Act.

     Until the distribution of the securities offered by this prospectus is
completed, rules of the SEC may limit the ability of underwriters and some
selling group members to bid for and purchase the securities. As an exception to
those rules, underwriters may engage in certain transactions that stabilize the
price of the securities. Those transactions consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the securities.

     If any underwriters create a short position in the securities in connection
with any offering, that is, if they sell more securities than are set forth on
the cover page of this prospectus, the underwriters may reduce that short
position by purchasing securities in the open market.

     Underwriters may also impose a penalty bid on some selling group members.
This means that if the underwriters purchase securities in the open market to
reduce the underwriters' short position or to stabilize the price of the
securities, they may reclaim the amount of the selling concession from the
selling group members who sold those securities as part of the offering.

     In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of the securities if it discourages
resales of the securities.

                                      -32-
<PAGE>

     Neither we nor any underwriters make any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the securities offered by this prospectus. In addition,
neither we nor any underwriters make any representation that the underwriters
will engage in those transactions or that those transactions, once commenced,
will not be discontinued without notice.

     We or the selling shareholders may authorize agents, underwriters, dealers
or other persons acting as our or their agents to solicit offers by selected
institutions to purchase offered securities which will be paid for and delivered
on a future date. The obligations of any purchasers under these delayed delivery
and payment arrangements will not be subject to any conditions except that the
purchase at delivery must not be prohibited under the laws of the jurisdiction
to which the institution is subject.

     The securities offered through this prospectus (other than common shares
and ADSs) will be new issues of securities with no established trading market.
Underwriters and agents to whom we sell securities for public offering and sale
may make a market in those securities, but those underwriters and agents will
not be obligated to do so and may discontinue any market making at any time
without notice. We cannot offer any assurance as to the liquidity of the trading
market for those securities.

     Unless otherwise indicated in the applicable prospectus supplement, the
debt securities offered by this prospectus will not be listed on a securities
exchange. Any of our common shares (in the form of ADSs) sold through a
prospectus supplement will be listed on the Nasdaq National Market, subject to
official notice of issuance. We cannot assure you that there will be an active
trading market for the securities.

     Some of the underwriters or agents and their associates may engage in
transactions with and perform services for us or the selling shareholders in the
ordinary course of business.

                      EXPENSES OF ISSUANCE AND DISTRIBUTION

     The amount of the SEC registration fee paid in connection with the issuance
and distribution of the securities to which this prospectus relates is $36,800.
A statement of additional expenses that will be incurred in connection with the
issuance and distribution of the securities to which this prospectus relates
will be provided in a prospectus supplement

     Unless otherwise indicated in the applicable prospectus supplement, we will
bear all of the expenses allocable to the common shares (including ADSs
representing common shares) sold for the selling shareholders' accounts, other
than underwriters' discounts, commissions and transfer taxes.

                             VALIDITY OF SECURITIES

     Certain matters of U.S. federal and New York law relating to the securities
offered through this prospectus will be passed upon by White & Case LLP, New
York, New York. Certain matters of Luxembourg law will be passed upon by
Elvinger, Hoss & Prussen, Luxembourg. Certain legal matters will be passed upon
for any underwriters by Weil, Gotshal & Manges, London, England.

                                     EXPERTS

     Our consolidated financial statements as of November 30, 2001 and 2000 and
for the three years ended November 30, 2001, incorporated in this prospectus by
reference to our Annual Report on Form 20-F/A for the year ended November 30,
2001, have been audited by Arthur Andersen, Glasgow, Scotland, independent
public accountants, as indicated in their report with respect thereto, and have
been

                                      -33-
<PAGE>

so incorporated in reliance on the authority of that firm as experts in
accounting and auditing in giving those reports.

     The financial statements of Mar Profundo Girassol as of December 31, 2001
and 2000 and for the two years ended December 31, 2001, incorporated in this
prospectus by reference to our Annual Report on Form 20-F/A for the year ended
November 30, 2001, have been audited by Barbier Frinault & Associes, Paris,
France, independent public accountants, as indicated in their report with
respect thereto, and have been so incorporated in reliance on the authority of
that firm as experts in accounting and auditing and in giving those reports.

                                      -34-
<PAGE>


                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8.  Indemnification of Directors and Officers.

     The Articles of Incorporation of Stolt Offshore S.A. ("Stolt Offshore")
provide that Stolt Offshore shall indemnify any present or former director or
officer to the fullest extent permitted by law against liability and all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding (whether civil, criminal or otherwise, including
appeals), actual or threatened, in which he becomes involved as a party or
otherwise by virtue of his being or having been such director or officer, and
against amounts paid or incurred by him in the settlement thereof; provided,
however, that Stolt Offshore is not obligated to provide such indemnification or
reimbursement: (i) against any liability to Stolt Offshore or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office; (ii) with respect
to any matter as to which he shall have been finally adjudicated to have acted
in bad faith and not in the interest of Stolt Offshore; or (iii) in the event of
a settlement, unless the settlement has been approved by the court or by Stolt
Offshore's Board of Directors. Such indemnification includes, without
limitation, attorneys' fees, costs, judgments and amounts paid in settlement.

     In each case, the enforceability of Stolt Offshore's obligation to
indemnify, pay or reimburse a director or officer would be limited by the laws
of Luxembourg. Stolt Offshore has been advised by Elvinger, Hoss & Prussen, its
Luxembourg counsel, that under Luxembourg law indemnification of directors and
officers is a matter of contract, and that the Articles of Incorporation would
be enforceable as such a contract.

     Reference is made to the forms of underwriting agreement filed as exhibits
to this registration statement for provisions relating to the indemnification of
certain officers and directors of Stolt Offshore.

                                      II-1
<PAGE>

Item 9. Exhibits.

Exhibit
Number                           Description of Documents
------                           ------------------------

1.1            Form of Underwriting Agreement between Stolt Offshore S.A. and
               the underwriter(s) to be named therein with respect to common
               shares.

1.2            Form of Underwriting Agreement between Stolt Offshore S.A. and
               the underwriter(s) to be named therein with respect to debt
               securities.

1.3            Form of Underwriting Agreement among Stolt Offshore S.A., the
               selling shareholders and the underwriter(s) to be named therein
               with respect to common shares.

4.1            Amended and Restated Articles of Incorporation. Incorporated by
               reference to Exhibit 1.1 of Stolt Offshore's Annual Report on
               Form 20-F, for the fiscal year ended November 30, 2000, filed
               with the Securities and Exchange Commission on May 30, 2001.

4.2            Form of Indenture for the issuance of senior debt securities
               (including the form of senior debt securities).

4.3            Form of Indenture for the issuance of subordinated debt
               securities (including the form of subordinated debt securities).

4.4            Amended and Restated Deposit Agreement among Stolt Offshore,
               Citibank, N.A., as Depositary, and the holders and beneficial
               owners from time to time of American Depositary Shares.
               Incorporated by reference to Stolt Offshore's Registration
               Statement on Form F-6 filed with the Securities and Exchange
               Commission on June 10, 2002.

4.5            Form of American Depositary Receipt (included in Exhibit 4.4).

5.1            Opinion of White & Case LLP.

5.2            Opinion of Elvinger, Hoss & Prussen.

12             Statement regarding computation of ratio of earnings to fixed
               charges.

23.1           Consent of White & Case LLP (included in Exhibit 5.1).

23.2           Consent of Elvinger, Hoss & Prussen (included in Exhibit 5.2).

23.3           Consent of Arthur Andersen, Independent Public Accountants.

23.4           Consent of Barbier Frinault & Associes, Independent Public
               Accountants.

24             Power of Attorney (included on the signature page of this
               Registration Statement).

25.1*          Form T-1 Statement of Eligibility and Qualification under the
               Trust Indenture Act of 1939, as amended, relating to the senior
               debt securities.

                                      II-2
<PAGE>


25.2*          Form T-1 Statement of Eligibility and Qualification under the
               Trust Indenture Act of 1939, as amended, relating to the
               subordinated debt securities.

99             Letter of Stolt Offshore, addressed to the Securities and
               Exchange Commission, regarding representations to Stolt Offshore
               by Arthur Andersen and Barbier Frinault & Associes. Incorporated
               by reference to Exhibit 99.2 of Amendment No. 1 to the
               Registration Statement on Form F-3 (File No. 333-86288) filed
               with the Securities and Exchange Commission on April 17, 2002.

------------------------
* To be filed by amendment or incorporated by reference from a subsequently
filed Report on Form 6-K.

Item 10.  Undertakings.

     The undersigned registrant hereby undertakes:

     (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

          (ii) to reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually or
               in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement; and

          (iii) to include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

                                      II-3
<PAGE>

     (2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and

     (4) to file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A of Form 20-F at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act need not be furnished, provided that the registrant includes in
the prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding the foregoing, a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Securities Act or Item 8.A of
Form 20-F if such financial statements and information are contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     The undersigned registrant hereby undertakes that:

     (1)  For purposes of determining any liability under the Securities Act of
          1933, the information omitted from the form of prospectus filed as
          part of this registration statement in reliance upon Rule 430A and
          contained in a form of prospectus filed by the registrants pursuant to
          Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be
          deemed to be part of this registration statement as of the time it was
          declared effective.

     (2)  For the purpose of determining any liability under the Securities Act
          of 1933, each post-effective amendment that contains a form of
          prospectus will be deemed to be a new registration statement relating
          to the securities offering therein, and the offering of such
          securities at that time will be deemed to be the initial bona fide
          offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>

     The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trustee Indenture Act of 1939, as amended (the "Act"),
in accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.

                                      II-5
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of London, England, on this 31st day of July 2002.



                                        STOLT OFFSHORE S.A.



                                        By: /s/ Bernard Vossier
                                           -------------------------------------
                                           Name:   Bernard Vossier
                                           Title:  Chief Executive Officer

                                      II-6
<PAGE>

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
                  Signature                                                    Title
                  ---------                                                    -----

<S>                                                           <C>
By: /s/ Bernard Vossier                                       Chief Executive Officer, Director
    -----------------------------------                       (Principal Executive Officer)
Name:   Bernard Vossier
Date:   July 31, 2002


By: /s/ Bruno Chabas                                          Chief Financial Officer
    -----------------------------------                       (Principal Financial Officer and Principal
Name:   Bruno Chabas                                           Accounting Officer)
Date:   July 31, 2002


By: /s/ Jacob Stolt-Nielsen                                   Chairman of the Board of Directors
    -----------------------------------
Name:   Jacob Stolt-Nielsen
Date:   July 31, 2002


By: /s/ Mark Woolveridge                                      Deputy Chairman of the Board of Directors
    -----------------------------------
Name:   Mark Woolveridge
Date:   July 31, 2002


By: /s/ Fernand Poimboeuf                                     Director
    -----------------------------------
Name:   Fernand Poimboeuf
Date:   July 31, 2002


By: /s/ J. Frithjof Skouveroe                                 Director
    -----------------------------------
Name:   J. Frithjof Skouveroe
Date:   July 31, 2002


By: /s/ Niels G. Stolt-Nielsen                                Director
    -----------------------------------
Name:   Niels G. Stolt-Nielsen
Date:   July 31, 2002


By: /s/ James B. Hurlock                                      Director
    -----------------------------------
Name:   James B. Hurlock
Date:   July 31, 2002


By: /s/ Haakon Lorentzen                                      Director
    -----------------------------------
Name:   Haakon Lorentzen
Date:   July 31, 2002


*By: /s/ Alan B. Winsor                                       Attorney-in-fact
     ----------------------------------
Name:    Alan B. Winsor
Date:    July 31, 2002



STOLT-NIELSEN, INC.,
   its duly authorized representative in the United States


By:  /s/ Alan B. Winsor
    -----------------------------------
Name:  Alan B. Winsor
       Title:    Senior Vice President, Secretary and
       General Counsel
Date:  July 31, 2002
</TABLE>


                                      II-8
<PAGE>
<TABLE>
                                       EXHIBIT INDEX

<CAPTION>
Exhibit
Number                             Description of Documents
------                             ------------------------


                   <c>
1.1                   Form of Underwriting Agreement between Stolt Offshore S.A. and the underwriter(s) to be named
                      therein with respect to common shares.

1.2                   Form of Underwriting Agreement between Stolt Offshore S.A. and the underwriter(s) to be named
                      therein with respect to debt securities.

1.3                   Form of Underwriting Agreement among Stolt Offshore S.A., the selling shareholders and the
                      underwriter(s) to be named therein with respect to common shares.

4.1                   Amended and Restated Articles of Incorporation.  Incorporated by reference to Exhibit 1.1 of
                      Stolt Offshore's Annual Report on Form 20-F, for the fiscal year ended November 30, 2000,
                      filed with the Securities and Exchange Commission on May 30, 2001.

4.2                   Form of Indenture for the issuance of senior debt securities (including the form of senior
                      debt securities).

4.3                   Form of Indenture for the issuance of subordinated debt securities (including the form of
                      subordinated debt securities).

4.4                   Amended and Restated Deposit Agreement among Stolt Offshore, Citibank, N.A., as Depositary,
                      and the holders and beneficial owners from time to time of American Depositary Shares.
                      Incorporated by reference to Stolt Offshore's Registration Statement on Form F-6 filed with
                      the Securities and Exchange Commission on June 10, 2002.

4.5                   Form of American Depositary Receipt (included in Exhibit 4.4).

5.1                   Opinion of White & Case LLP.

5.2                   Opinion of Elvinger, Hoss & Prussen.

12                    Statement regarding computation of ratio of earnings to fixed charges.

23.1                  Consent of White & Case LLP (included in Exhibit 5.1).

23.2                  Consent of Elvinger, Hoss & Prussen (included in Exhibit 5.2).

23.3                  Consent of Arthur Andersen, Independent Public Accountants.

23.4                  Consent of Barbier Frinault & Associes, Independent Public Accountants.

24                    Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
<PAGE>
<TABLE>
Exhibit
Number                             Description of Documents
------                             ------------------------
<S>                   <C>
25.1*                 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as
                      amended, relating to the senior debt securities.

25.2*                 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939, as
                      amended, relating to the subordinated debt securities.

99                    Letter of Stolt Offshore, addressed to the Securities and Exchange Commission, regarding
                      representations to Stolt Offshore by Arthur Andersen and Barbier Frinault & Associes.
                      Incorporated by reference to Exhibit 99.2 of Amendment No. 1 to the Registration Statement on
                      Form F-3 (File No. 333-86288) filed with the Securities and Exchange Commission on April 17,
                      2002.

* To be filed by amendedment or incorporated by reference from a subsequently filed Report on Form 6-K.
</TABLE>



                                                  (ii)