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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                    PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         For the month of February 2006

                        Commission File Number: 000-16977

                               STOLT-NIELSEN S.A.
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                 (Translation of registrant's name into English)

                            c/o Stolt-Nielsen Limited
                                  Aldwych House
                                  71-91 Aldwych
                                 London WC2B 4HN
                                     ENGLAND
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                    (Address of principal executive offices)

     Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

                     Form 20-F [X]              Form 40-F [ ]

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): __

     Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): __

     Indicate by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                     Yes [ ]                    No [X]

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-________

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In accordance with General Instruction B, item (iii), attached herewith as
Exhibit 99.1 is a press release, dated February 22, 2006, announcing that
Stolt-Nielsen Transportation Group, a wholly owned subsidiary of Stolt-Nielsen
S.A. ("SNSA"), has exercised an option to acquire three product/chemical tankers
at a total option price of approximately US$40 million.

The attached press release shall be deemed to be incorporated by reference into
the prospectuses forming a part of the registrant's Registration Statements on
Form S-8 (No. 33-28473, No. 333-6900, No. 333-11178 and No. 333-121315) and to
be a part of such prospectuses from the date of the filing thereof.

The attached press release contains "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 SNSA's current views and assumptions and are
subject to risks and uncertainties. The following factors, and others which are
discussed in SNSA's public filings and submissions with the U.S. Securities and
Exchange Commission, are among those that may cause actual and future results
and trends to differ materially from SNSA's forward-looking statements: the
general economic conditions and competition in the markets and businesses in
which SNSA operates; changes in the supply of and demand for parcel tanker, tank
container and terminal capacity in the markets in which SNSA operates; changes
in the supply and demand for the products SNSA transport, particularly the bulk
liquids, chemicals and other specialty liquids that form the majority of the
products that SNSA transports; prevailing market rates for the transportation
services that SNSA offers; changes in bunker fuel prices; the cost and
feasibility of maintaining and replacing SNSA's older ships and building or
purchasing new ships; uncertainties inherent in operating internationally; the
outcome of legal proceedings; the outcome of discussions with customers
concerning potential antitrust claims; the impact of negative publicity;
environmental challenges and natural conditions facing SNSA's aquaculture
business; the impact of laws and regulations; uncertainties inherent in
operating internationally; SNSA's relationship with significant customers; and
operating hazards, including marine disasters, spills or environmental damage.
Many of these factors are beyond SNSA's ability to control or predict. Given
these factors, you should not place undue reliance on the forward-looking
statements. Should one or more of these risks or uncertainties occur, or should
management's assumptions or estimates prove incorrect, actual results and events
may vary materially from those discussed in the forward-looking statements.

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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                    STOLT-NIELSEN S.A.


Date: February 23, 2006                             By: /s/ Alan B. Winsor
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                                                        Name: Alan B. Winsor
                                                        Title: Attorney-in-Fact