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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 May 2008

                        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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     On May 8, 2008, Stolt-Nielsen S.A. (the "Company") issued a press release
entitled "Stolt-Nielsen S.A. Has Been Informed that the European Commission Has
Closed the Deep-Sea Parcel Tanker Investigation." A copy of the press release is
attached to this Form 6-K as Exhibit 99.1.

     The above materials shall be deemed to be incorporated by reference into
the prospectuses forming a part of the Company's Registration Statements on Form
S-8 (No. 033-28473, No. 333-06958, No. 333-11178 and No. 333-121315) and to be a
part of such prospectuses from the date of the filing thereof.

     The above materials contain "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; changes in political
conditions in countries in which the Company operates; changes in the supply of
and demand for parcel tanker, tank container and terminal capacity in the
markets in which the Company operates; changes in the supply of and demand for
the products the Company transports, particularly the bulk liquids, chemicals
and other specialty liquids that form the majority of the products that the
Company transports; prevailing market rates for the transportation services that
the Company offers and the fish products that the Company sells; changes in
bunker fuel prices; the cost and feasibility of maintaining and replacing the
Company's older ships and building or purchasing new ships; uncertainties
inherent in operating internationally; fluctuations in currency exchange rates;
the outcome of legal proceedings; the Company's relationship with significant
customers; the outcome of discussions with customers concerning potential
antitrust claims; the impact of negative publicity; environmental challenges,
adverse weather and other natural conditions facing the Company's aquaculture
business; the impact of laws and regulations; operating hazards, including
marine disasters, spills or environmental damage; the conditions and factors
that may influence the decision to issue future dividends; and the market for
long-term debt. 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. 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: May 8, 2008                                        By: /s/ Alan B. Winsor
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                                                         Name:  Alan B. Winsor
                                                         Title: Attorney-in-Fact