Stolt Offshore S.A.                                    [Graphic Omitted]


A subsidiary of        C/o Stolt Offshore M.S. Limited     Tel: + 44 1932 773700
Stolt-Nielsen S.A.     Dolphin House                       Fax: + 44 1932 773701
                       Windmill Road                       www.stoltoffshore.com
                       Sunbury-on-Thames
                       Middlesex,  TW16 7HT
                       England

NEWS RELEASE

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

                                                Patrick Handley
                                                UK +44 207 396 5395
                                                phandley@brunswickgroup.com

                                                Tim Payne
                                                US +1 212 333 3810
                                                tpayne@brunswickgroup.com

            Stolt Offshore S.A. Announces Waiver Extension with Banks

London,  England - October 15, 2003 - Stolt Offshore S.A. (NasdaqNM:  SOSA; Oslo
Stock  Exchange:  STO) is pleased to confirm that it has been granted a covenant
waiver extension to November 26, 2003 from its principal lenders.





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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 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.


            Registered Office: 26, rue Louvigny, L-1946 Luxembourg,
                Societe Anonyme Holding, R.C. Luxembourg B 43172