Stolt-Nielsen Limited                                          [GRAPHIC OMITTED]



A subsidiary of            Aldwych House                  Tel:  +44 207 611 8960
Stolt-Nielsen S.A          71-91 Aldwych                  Fax:  +44 207 611 8965
                           London WC2B 4HN                www.stolt-nielsen.com
                           United Kingdom




NEWS RELEASE
                                                 Contacts: Richard M. Lemanski
                                                           USA 1 203 625 3604
                                                           rlemanski@stolt.com

                                                           Reid Gearhart
                                                           USA 1 212 922 0900
                                                           rgearhart@dgi-nyc.com

                                                           Valerie Lyon
                                                           UK 44 20 7611 8904
                                                           vlyon@stolt.com


                Stolt-Nielsen S.A. Raises $104 Million of Equity
               in a Private Placement with Institutional Investors


London, England - January 21, 2004 - Stolt-Nielsen S.A. (NasdaqNM: SNSA; Oslo
Stock Exchange: SNI) said today that it has agreed to sell 7.7 million Common
Shares, with an aggregate gross value of $104 million via a private placement to
non-affiliated institutional investors. The Common Shares, which are currently
held in treasury, were priced at 92.75 Norwegian Kroner per share (approximately
$13.50 per share at current exchange rates), which was the bid price of the
Company's Common Shares on the Oslo Stock Exchange at the market close on
January 20, 2004.

The Company also announced that it may consider various other actions to address
its remaining capital requirements, as part of the overall restructuring plan
that it expects to complete in the first half of this year. These actions may
include a subsequent rights issue of up to 3.0 million Common Shares, asset
sales, and/or the refinancing of certain outstanding debt.

Niels G. Stolt-Nielsen, Chief Executive Officer of SNSA, said, "We are actively
pursuing a number of options to enhance the Company's financial flexibility and
believe that this sale of equity represents an important step toward our goal of
improving SNSA's balance sheet and restoring the Company's financial strength
whilst allowing retention of its key strategic assets."

In line with normal settlement practices, the sale will close on January 26,
2004. Upon completion of the issuance, the Company will have 62.6 million shares
outstanding.

The net proceeds from the private placement sale to institutions are expected to
be used for (i) repayment of existing maturing debt, (ii) working capital, and
(iii) general corporate purposes.

Stolt-Nielsen's 63.5% owned subsidiary, Stolt Offshore S.A. announced on January
15, 2004 that Stolt Offshore will raise up to $150 million through a conditional
Private Placement of $100 million

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and Subsequent Issue of up to $50 million. Additionally, Stolt-Nielsen has the
option to convert into Stolt Offshore Common Shares up to $50 million of
subordinated debt it is owed by Stolt Offshore. Stolt-Nielsen's Class B Shares
in Stolt Offshore would be converted to Stolt Offshore Common Shares. It is
likely that upon completion of these transactions, Stolt Offshore will no longer
be a majority owned subsidiary of Stolt-Nielsen.

The securities to be sold to institutional investors have not and will not be
registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States without registration or an applicable
exemption from the registration requirements. This press release does not
constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful. Any
public offering of securities to be made in the United States will be made by
means of a prospectus that may be obtained from the issuer and that will contain
detailed information about the company and management, as well as financial
statements.


About Stolt-Nielsen S.A.
Stolt-Nielsen S.A. is one of the world's leading providers of transportation
services for bulk liquid chemicals, edible oils, acids, and other specialty
liquids. The Company, through its parcel tanker, tank container, terminal, rail
and barge services, provides integrated transportation for its customers. The
Company also owns 63.5 percent of Stolt Offshore S.A. (NASDAQNM: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to the oil and gas
industry. Stolt Offshore specializes in providing technologically sophisticated
offshore and subsea engineering, flowline and pipeline lay, construction,
inspection, and maintenance services.
 Stolt Sea Farm, wholly-owned by the Company, produces and markets high quality
Atlantic salmon, salmon trout, turbot, halibut, sturgeon, caviar, bluefin tuna,
and tilapia.


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 existing indebtedness; our ability
to recover costs on significant projects; the general economic conditions and
competition in the markets and businesses in which we operate; the outcome of
legal proceedings; the impact of negative publicity; environmental challenges
and natural conditions facing our aquaculture business; the impact of laws and
regulations; uncertainties inherent in operating internationally; our
relationship with significant customers; and operating hazards, including marine
disasters, spills or 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.

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