Stolt Offshore S.A. [GRAPHIC OMITTED]


NEWS RELEASE


          Stolt Offshore S.A. Completes Debt and Guarantee Refinancing


London, England - November 10, 2004 - Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo
Stock Exchange: STO), today announced the signing of a $350 million, five year
secured revolving credit and guarantee facility which is underwritten by a
consortium of banks led by ING, DnB NOR and NIB Capital. The facility will
comprise an overall credit availability of $350 million with a sub-limit of $175
million for debt.

The facility, together with existing cash balances, will initially be used to
refinance $280 million of debt under existing term facilities, the largest
element of which would have matured in September 2005. Immediately following
financial close, gross debt is expected to be reduced from $280 million to
approximately $60 million with remaining cash balances of approximately $75
million (including consolidated Joint Venture balances). In addition, existing
secured performance bonds of approximately $94 million will be refinanced, with
other facilities being retired.

Pricing of the facility is based around EBITDA performance of the Stolt Offshore
Group and is expected to deliver lower debt service costs in 2005 and beyond.

Stuart Jackson, Chief Financial Officer said "The completion of this refinancing
draws to a close the process of balance sheet restructuring which has taken
place in 2004. The Company now has sufficient guarantee and working capital
facilities for the foreseeable future and we are particularly pleased to see
long standing bank support, as well as new entrants, providing financing to
Stolt Offshore."


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Stolt Offshore is a leading offshore contractor to the oil and gas industry,
specialising in technologically sophisticated deepwater engineering, flowline
and pipeline lay, construction, inspection and maintenance services. The Company
operates in Europe, the Middle East, West Africa, Asia Pacific, and the Americas
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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 terms, conditions and amount
of our indebtedness; our ability to restructure our indebtedness; our ability to
recover costs on significant projects; the general economic conditions and
competition in the markets and businesses in which we operate; our relationship
with significant customers; the outcome of legal proceedings; 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 our ability to control or predict. Given these factors, you
should not place undue reliance on the forward-looking statements.

Contacts:
Julian Thomson / Fiona Harris
Stolt Offshore S.A.
UK +44 1224 718436
US +1 877 603 0267 (toll free)
julian.thomson@stoltoffshore.com
fiona.harris@stoltoffshore.com

Patrick Handley (UK) / Ellen Gonda (US)
Brunswick Group
UK +44 207 404 5959
US +1 212 333 3810
phandley@brunswickgroup.com
e.gonda@brunswickgroup.com