NEWS RELEASE
                                                 Contact:   Richard M. Lemanski
                                                            U.S. 1 203 625 3604
                                                            rlemanski@stolt.com

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


            Nutreco Holding N.V. and Stolt-Nielsen S.A. Plan Merger
                        of Global Fish Farming Operations

          New stand-alone company to be the undisputed world leader in
                                   aquaculture

London, England - September 13, 2004 - Stolt-Nielsen S.A. (NasdaqNM: SNSA; Oslo
Stock Exchange: SNI) and the Dutch company Nutreco Holding N.V. announced today
the signing of a Memorandum of Understanding to merge their worldwide fish
farming, processing and marketing-sales operations into a stand-alone,
independently financed new business entity. It is the intention that after the
merger Nutreco will hold a 75% stake and Stolt-Nielsen 25% in the world's
largest aquaculture company. The new company will be named Marine Harvest.

Following the merger the company will be well capitalized and have a strong
balance sheet enabling Marine Harvest to have its own independent financing.
After finalizing the integration process, Marine Harvest intends to pursue an
Initial Public Offering (IPO) at the appropriate time.

The new Marine Harvest will incorporate annual sales of approximately EUR 1
billion in salmon, salmon trout and other farmed fish and will possess a high
quality product portfolio including species such as cod, halibut, sturgeon,
tilapia, barramundi and yellowtail. It is expected that this segment of species
other than salmon will grow to 10% of sales in 2007. Marine Harvest will employ
over 6,000 employees.

Marine Harvest will be headed by Mr. Hans den Bieman, currently chief operating
officer of Nutreco Aquaculture. He and his staff will be based in the
Netherlands.

The transaction will be subject among other things to the approval of an
Extraordinary General Meeting of Shareholders of Nutreco Holding N.V., normal
due diligence, applicable regulatory and competition authorities' requirements
and other transaction agreements. Both companies will consult their works
councils and unions. The boards of directors of the two companies have approved
the signing of the Memorandum of Understanding. The transaction is expected to
be closed in the first half of 2005.

The coming months both partners will jointly work out a detailed plan for the
merger, the structure of the new organisation and the appointment of the
management team.

Mr Hans den Bieman: "The new Marine Harvest will be the undisputed global leader
in farmed salmon and other fish species that are highly appreciated by consumers
worldwide for their taste, nutritional value and health benefits. We will bring
together best practices in customer services, innovative product development and
value-added processing, cost efficiency and business development of other farmed
fish species. Marine Harvest will be uniquely capable of meeting the needs of
the world's buyers of quality seafood products, such as international retail
chains, food service companies and food industry. We expect this merger to
strengthen our position throughout the value chain and to create value for both
our customers and investors."

"The new Marine Harvest will benefit from substantial synergies in the farming,
marketing and sales operations of the combined businesses. These global
synergies will enable the company to reduce costs and to build competitive
advantage by driving improvements in its farming operations, logistics, product
mix and market penetration," said Mr. Den Bieman. "We are excited about this
merger," stated Mr Niels G. Stolt-Nielsen, chief executive officer of
Stolt-Nielsen S.A. "The new Marine Harvest will bring together under one roof
two outstanding companies to create a powerful global player in the aquaculture
business. It will be a financially strong and viable company led by experienced,
knowledgeable managers who firmly believe in the business of aquaculture and its
future. Stolt-Nielsen S.A. is pleased to continue its involvement in aquaculture
by joining forces with a major player who shares our vision of the industry
going forward."

Mr. Wout Dekker, Nutreco's chief executive officer, said that on the basis of
the earlier announced strategic review of his company, the planned merger proves
to be the best option to unlock value. "An independent and financially solid
Marine Harvest will further extend its leadership in the promising aquaculture
industry. At the same time we will be able to create more opportunities for
growth and development for Nutreco's Agriculture businesses and its global fish
feed business Skretting. In that sense the planned transaction works both ways
for our company."

<PAGE>
"Nutreco and Stolt have long recognized the need for further consolidation in
the industry," added Mr. Dekker. "We expect the merger to act as a catalyst for
the awaited restructuring of the international salmon industry."

Stolt Sea Farm Holdings Plc with headquarters in Oslo in Norway employs
currently 2,500 people and has farming operations in Norway, Scotland, Spain,
Chile, Canada and Australia. Stolt-Nielsen S.A. will retain its turbot and
bluefin tuna operations. Nutreco's current Marine Harvest organization with its
headquarters in Amersfoort, the Netherlands, employs about 4,200 people
worldwide and has production operations in Norway, Chile, Scotland, Ireland,
Canada, Japan and Australia.

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             Conference Call for the media        Conference Call for Financial         PostView Facility
                                                           Analysts
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<S>            <C>                                <C>                              <C>
Date & Time      Monday, September 13, 2004        Monday, September 13, 2004        Available directly after the
                    5AM EDT (10AM BST)             10AM EDT (3PM BST) (4PM                   conference
                       (11AM CET)                           CET)                          Until 5:00PM EDT
                                                                                       on Wednesday 15, 2004
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                 + 1 800 263 8506 (in U.S.)       + 1 800 946 0720 (in U.S.)
                 + 1 719 457 2681 (outside        + 1 719 457 2646 (outside           + 1 888 203 1112 (in U.S.)
Phone            (U.S.)                           U.S.)                               + 1 719 457 0820 (outside
                 + 44 (0) 800 899 354 (in U.K.)   + 44 (0) 800 899 354 (in U.K.)                U.S.)
                 + 47 8001 5504 (in Norway)       + 47 8001 5505 (in Norway)
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Reservation
  Number                 846326                             878943
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Replay Passcode          846326                             878943
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   Live Webcast conference call is available via the company's Internet site
         www.stolt-nielsen.com A playback Webcast of the conference call
       commences 2 hours after the calls on both company's internet sites.

          Photo of the signing of the Memorandum of Understanding with
             both CEOs is available on the website of both companies
                    (photo library) www.stolt-nielsen.com and
                                www.nutreco.com.

About Stolt-Nielsen S.A.
------------------------
Stolt-Nielsen S.A. (NasdaqNM:SNSA; Oslo Stock Exchange: SNI) is one of the
world's leading providers of transportation services for bulk liquid chemicals,
edible oils, acids, and other specialty liquids. The Company, through its parcel
tanker, tank container, terminal, rail and barge services, provides integrated
transportation for its customers. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout, turbot,
halibut, sturgeon, caviar, bluefin tuna, and tilapia. The Company also owns 41.7
percent of Stolt Offshore S.A. (NASDAQNM: SOSA; Oslo Stock Exchange: STO), which
is a leading offshore contractor to the oil and gas industry. Stolt Offshore
specializes in providing technologically sophisticated offshore and subsea
engineering, flowline and pipeline lay, construction, inspection, and
maintenance services. (www.stolt-nielsen.com)

Stolt-Nielsen S.A. Forward-looking Statements
Certain statements made in this press release may include "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements may be
identified by the use of words like "anticipate," "believe," "estimate,"
"expect," "intend," "may," "plan," "project," "will," "should," "seek," and
similar expressions. The forward-looking statements reflect our current views
and assumptions and are subject to risks and uncertainties. The following
factors, and others which are discussed in our public filings and submissions
with the U.S. Securities and Exchange Commission, are among those that may cause
actual and future results and trends to differ materially from our
forward-looking statements: the ability of SNSA to negotiate the definitive
agreements for the Marine Harvest/Stolt Sea Farm transaction with Nutreco; the
final terms of the Marine Harvest/Stolt Sea Farm transaction; the ability of
SNSA and Nutreco to complete the Marine Harvest/Stolt Sea Farm transaction; the
terms, conditions and amount of our indebtedness; our ability to comply with our
financing agreements; Stolt Offshore S.A.'s ability to deliver fixed price
contracts in accordance with customer expectations and recover costs on
significant projects; the success of Stolt Offshore S.A.'s financial and
operational restructuring efforts; the general economic conditions and
competition in the markets and

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<PAGE>
businesses in which we operate; the outcome of legal proceedings and our status
in the U.S. Department of Justice amnesty program; the impact of negative
publicity; environmental challenges and natural conditions facing our
aquaculture business; the impact of laws and regulations; uncertainties inherent
in operating internationally; our relationship with significant customers; and
operating hazards, including marine disasters, spills or environmental damage.
Many of these factors are beyond our ability to control or predict. Given these
factors, you should not place undue reliance on the forward-looking statements,
which only speak as of the date of this press release. We do not undertake any
obligation to release publicly any revisions of the forward-looking statements
to reflect events or circumstances as of the date of this press release or to
reflect the occurrence of unanticipated events, except as may be required under
applicable securities laws and regulations.

About Nutreco Holding N.V.
Nutreco Holding N.V. (Amsterdam Stock Exchange: NUO) is an international company
with leading positions in high-quality food for human and animal consumption.
The company is present at various stages of the fish, poultry and pork
production chains. These activities are organized into two Business Streams,
Nutreco Aquaculture and Nutreco Agriculture. Nutreco has headquarters in the
Netherlands and has more than 120 productions and processing plants in 22
countries with almost 13,000 employees. Nutreco's net sales in 2003 were EUR
3,674.3 million. Nutreco is quoted on the Official Segment of the stock market
of Euronext and is included in the Amsterdam Midkap Index, the Euronext 150
Index and the Next Prime Index (Euronext). (www.nutreco.com)

Contact:
Richard M. Lemanski
U.S. 1 203 625 3604
rlemanski@stolt.com

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

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