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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: 000-21742

                               STOLT OFFSHORE S.A.
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                 (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
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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 (i), attached herewith as
Exhibit 99.1 is a press release, dated February 24, 2006, whereby Stolt Offshore
S.A. ("Stolt Offshore" or the "Company") announced that at the Extraordinary
General Meeting of Shareholders the Company called for February 24, 2006 to
decide on the proposal to change the name of the Company to Acergy S.A., it was
noted that the required quorum of 50% of the outstanding shares was not present.
A new meeting of shareholders will take place will take place at the offices of
Services Generaux de Gestion S.A., 23 avenue Monterey, L-2086 Luxembourg on
April 3, 2005 at 3 p.m. local time. At this new meeting there is no requirement
for a quorum pursuant to the Company's Articles of Incorporation. The effective
date of the change to the Company's name will not be March 1, 2006 but such date
as the Board of Directors will fix should the new meeting approve the change of
name.

The information set forth above and in the attached press release shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such filing.

Certain statements set forth above and contained in the press release 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 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: February 28, 2006                        By: /s/ Stuart Jackson
                                                   -----------------------------
                                                   Name:   Stuart Jackson
                                                   Title:  Chief Financial
                                                           Officer