SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                    Pursuant to Rule 13a-16 or 15d-16 of the
                         Securities Exchange Act of 1934

                         For the month of November, 2004

                        Commission File Number: 000-21742

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



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

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

                           Form 20-F   X             Form 40-F
                                      ---                       ---

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

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

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

                           Yes                       No   X
                                 ---                     ---

     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
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     The information furnished pursuant to this Form 6-K shall be deemed to be
incorporated by reference into the Registration Statement on Form F-3 (No.
333-86288) of Stolt Offshore S.A. (the "Company") and to be a part of such
registration statement from the date of the filing thereof, to the extent not
superseded by documents or reports subsequently filed.

     On November 9, 2004, our wholly owned subsidiary, Seaway (UK) Limited,
entered into a new $350 million multicurrency revolving credit and guarantee
facility with a consortium of banks, led by DnB NOR Bank ASA, ING Bank N.V. and
NIB Capital Bank N.V. as arrangers. This facility, together with existing cash
balances, will be used (i) to refinance the Company's existing credit
facilities, including a $440 million secured multi-currency revolving credit
facility, a $55/$45 million credit/guarantee facility, a $44 million secured
guarantee facility, a $100 million secured bank guarantee facility and a $50
million unsecured bonding facility; and (ii) for general corporate purposes,
including the issuance of guarantees to support contract performance obligations
and other operating requirements.

          The facility provides for revolving loans of up to $175 million during
the first three years, up to $150 million for the fourth year reducing to $125
million for the fifth year until November 9, 2009. Other mandatory reductions in
the facility will occur (subject to cure provisions) if the valuations of the
vessels (or a loss of a vessel) shall result in the asset coverage of the
outstanding and available amounts under the facility to be less than 120%.
Borrowings under the facility may be made in minimum increments of $5 million
subject to the satisfaction of certain customary conditions precedent. In
addition, the facility provides that performance guarantees can be issued until
final maturity of the facility. At final maturity, all performance guarantees
must either expire on or before May 9, 2011 or be replaced or cash
collateralized.

     As of November 10, 2004, $60 million had been drawn under the part of the
facility available for cash advances and $94 million of guarantees issued under
the part of the facility available for guarantee issuances. The amounts drawn
under the facility are guaranteed by the Company and all of its material
operating companies and ship owning companies. The facility is secured by a
first priority mortgage on most group vessels owned by such ship owning
guarantors, as well as an assignment of earnings, insurances and requisition
compensation with respect to such vessels. The value of the vessels pledged in
support of the facility as of the close of such facility is approximately $500
million. The facility contains certain financial covenants in respect of a
minimum level of tangible net worth, a maximum level of net debt to EBITDA, a
maximum level of total financial debt to tangible net worth and a minimum level
of cash and cash equivalents. The Company must meet the requirements of the
financial covenants on a consolidated basis in quarterly intervals ending
February 28, May 31, August 31 and November 30 of each year. The facility also
contains negative pledges with respect to accounts receivable and cash.

     Interest on the facility is payable at LIBOR plus a margin which will be
linked to the ratio of the Company's debt to earnings before interest, taxes,
depreciation and amortization and which may range from 1.0% to 2.375% per year.
The fee applicable for performance guarantees will be linked to the same ratio
and may range from 0.5% per year to 1.1875% per year.

         The facility contains representations, affirmative covenants and
negative covenants (in addition to the financial covenants listed above) which
are customary for transactions of this

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nature and consistent with past practice and such covenants specifically,
without limitation, limit disposal of the pledged vessels, mergers or transfers,
granting of encumbrances on pledged property, incurrence of other indebtedness,
investments and loans, distributions to shareholders and cash and cash
equivalents that are permitted to be held by non-obligors.

     The facility also contains events of default which include payment defaults
(subject to a 3 day grace period), breach of covenants, breach of operational
covenants, breach of other obligations, breach of representations and
warranties, insolvency proceedings, insolvency events, illegality,
unenforceability, conditions subsequent, curtailment of business, claims against
an obligor's assets, appropriation of an obligor's assets, final judgments,
cross-defaults to other indebtedness in excess of $5 million, change of our
executive management, failure to maintain exchange listing, material adverse
change, auditor's qualification, repudiation and material litigation.

     Attached herewith is a press release, dated November 9, 2004, announcing
the completion of the Company's debt and guarantee refinancing.

     Certain statements contained in the information furnished pursuant to this
Form 6-K may include "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. These statements may be identified by the use of words like
"anticipate," "believe," "estimate," "expect," "intend," "may," "plan,"
"project," "will," "should," "seek," and similar expressions. The
forward-looking statements reflect the Company's current views and assumptions
and are subject to risks and uncertainties. The following factors, and others
which are discussed in the Company's public filings and submissions with the
U.S. Securities and Exchange Commission, are among those that may cause actual
and future results and trends to differ materially from the Company's
forward-looking statements: the terms, conditions and amount of the Company's
indebtedness; the Company's ability to restructure its indebtedness and obtain
additional bonding facilities; the Company's ability to recover costs on
significant projects; the general economic conditions and competition in the
markets and businesses in which the Company operates; the Company's relationship
with significant customers; the outcome of legal proceedings or governmental
inquiries; uncertainties inherent in operating internationally; the impact of
laws and regulations; and operating hazards, including spills and environmental
damage. Many of these factors are beyond the Company's ability to control or
predict. Given these factors, you should not place undue reliance on the
forward-looking statements.

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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 OFFSHORE S.A.


Date: November 18, 2004                  By: /s/Alan B. Winsor
                                             ----------------------------------
                                             Name:  Alan B. Winsor
                                             Title: Attorney-in-Fact