Stolt Offshore S.A.                                                 [Stolt Logo]


NEWS RELEASE

                                           Julian Thomson / Fiona Harris
                                           Stolt Offshore S.A.
                                           UK +44 1224 718436
                                           US +1 887 603 718436
                                           julian.thomson@stoltoffshore.com

                                           Patrick Handley (UK) / Tim Payne (US)
                                           Brunswick Group
                                           UK +44 207 404 5959
                                           US +1 212 333 3810
                                           phandley@brunswickgroup.com
                                           tpayne@brunswickgroup.com

                  Stolt Offshore S.A. Announces Results for the
              Fourth Quarter and Full Year ended November 30, 2003

London, England - February 18, 2004 - Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo
Stock Exchange: STO) today announced unaudited results for the fourth quarter
and full year ended November 30, 2003.

<TABLE>
Financial Highlights
<CAPTION>
--------------------------------------- ------------------------------------- ----------------------------------
In Millions                                      4th Quarter Ended                        Full Year
-----------
(except per share data)                      Unaudited          Unaudited        Unaudited         Audited
                                             Nov.30.03          Nov.30.02        Nov.30.03        Nov.30.02
--------------------------------------- -------------------- ---------------- ---------------- -----------------
<S>                                            <C>              <C>             <C>               <C>
Net Operating Revenue                          $ 297.4          $ 441.1         $1,473.6          $1,437.5
Gross (Loss)/Profit                            $ (71.5)          $ (0.5)        $ (114.3)          $  42.5
Net Operating Loss                            $ (285.6)        $ (130.8)        $ (379.6)         $ (123.6)
Net Loss                                      $ (284.4)        $ (139.7)        $ (416.4)         $ (151.9)

Average Shares in Issue                           92.4             84.7             92.6              85.0

Loss per Share                                   $(3.08)          $(1.65)          $(4.50)           $(1.79)
--------------------------------------- -------------------- ---------------- ---------------- -----------------
</TABLE>

The $416 million loss is within guidance on earnings published on November 28,
2003 and is dominated by legacy project losses of $191 million and fixed asset
and joint venture impairments of $183 million, described further in this press
release.

Business Highlights

o    New CEO and CFO appointed to lead Group commercial and financial recovery

o    Design and execution of Blueprint business plan:
     -    Eliminate non-essential businesses
     -    Restructure Group cost and asset base
     -    Raise new capital and secure new performance bonds

o    Commercial focus on three key global market segments:
     -    SURF (Subsea construction, Umbilicals, Risers, Flowlines) in harsh
          environments
     -    Conventional shallow water construction in regions adjacent to
          deepwater
     -    Subsea inspection, maintenance and repair

o    Corporate reorganisation:

     -    Restructured senior management tier with new appointments to 30 out of
          40 posts
     -    Plan commenced to reduce total workforce by 21% through asset disposal
          programme (1,100 posts) and headcount reduction (400 posts)
     -    2004 target set of 15% ($15 million) reduction in SG&A costs

o    Asset base "right-sizing" programme commenced to:
     -    Raise net proceeds of $100-150 million cash for Group balance sheet
     -    Refocus asset base on target markets
     -    Fixed asset write-downs

o    Financial recovery measures:
     -    Effective cashflow management to maintain liquidity
     -    Halt legacy contract losses
     -    Implementation of strict commercial criteria in contract tendering,
          risk assessment and management

o    Operational strengths
     -    Some strong regional performances - ex legacy contracts
     -    Majority of legacy projects complete and contract disputes settled
     -    Significant project wins in early 2004 transform backlog - Ormen Lange
          and Greater Plutonio

Tom Ehret, Chief Executive, Stolt Offshore, said:

"While the financial performance for the year, as previously announced, is very
poor it should be noted that the progress on the reconstruction of our business
provides a solid platform for future growth. Stolt Offshore's market orientation
and business discipline are transformed and the benefits are beginning to come
through. The Company is on the way to completing the targeted reduction in fixed
and operating costs and the reconfiguration of its asset base.

We are grateful that our efforts and accomplishments are being recognised by our
shareholders in the form of a capital injection to a total value of up to $150
million by way of a private placement and subsequent issue. We also recognise
the continued long-term support of our largest shareholder, Stolt-Nielsen S.A.,
who will be making a $50 million debt for equity swap. Concurrently, our lenders
have provided a new $100 million bonding facility. All of these developments,
post year end, are the real measure of the achievements in 2003.

I should like to thank my colleagues at Stolt Offshore for showing great
determination to come through these difficult times, but most importantly, I
wish to pay tribute to our customers whose support throughout the period has
been invaluable in helping place Stolt Offshore on the road to recovery."

   An interview with Tom Ehret and Stuart Jackson in video/audio format can be
   viewed on www.stoltoffshore and www.cantos.com from 1200 hours GMT today.
<PAGE>

Summary Operating Review

Despite the commercial difficulties presented by legacy contracts, a review of
Stolt Offshore, region by region, reveals a considerable range of positive
achievements. These performances and high quality work around our market-leading
competencies, provide a basis for confidence in the group's recovery.

Despite the bulk of legacy contracts falling within Africa and the Mediterranean
(AFMED), the region also saw some high quality work which has done much to
further secure Stolt Offshore's customer relationships. The Company's work on
Ceiba (Equatorial Guinea), Girassol Phase 2 (Angola) and Kizomba B (Angola) as
well as the performance of our Angolan joint venture with Sonangol, Sonamet, all
serve to underline our impressive local strength in West Africa and the
qualities of design and execution that our customers seek. The scale of the loss
in the region at $250 million, reflects $58 million of fixed asset write-offs
and the impact of several poorly drawn-up and badly managed contracts in
difficult environments in past years. In response, we have addressed these
problems by implementing a new Group wide tender review process that
incorporates strict commercial criteria in contract design and management.
Furthermore, work on OGGS and Burullus is now complete and the contract disputes
resolved. Bonga was 71% complete at year end and the contractual issues relating
to past work have now been resolved.

In the Northern Europe and Canada region (NEC), our established North Sea
operations delivered a $16 million operating profit after deducting $1million
for fixed asset write-offs. Some oil companies are committing to new medium and
long term drilling fixtures in the North Sea, particularly in the Norwegian
sector. As the North Sea basin matures, and oil and gas extraction becomes
increasingly technical in this harsh environment, we anticipate sustained demand
in this region.

North America and Mexico (NAMEX) had a satisfactory year, but its headline
result was compromised by the financial shortfall of the Hubline project
resulting in an operating loss of $32 million, which includes $14 million of
asset write-offs. The contractual disputes surrounding this project are
currently in the final stages of mediation, and the regional division can now
increasingly focus on the future. We believe that there are strong potential
markets in this region, both in the deepwater US Gulf of Mexico and in the
shallower waters of Mexico and the Caribbean.

South America (SAM) turned in a strong performance in 2003. A $17 million
operating profit can, in considerable part, be attributed to the long-term
nature of our service contracts with clients, often based on day rate hiring of
capital assets, as well as our deep and longstanding knowledge of market
conditions. We expect Brazil to remain an area of strong demand for deepwater
projects in the years ahead.

Asia and the Middle East (AME) performed well, although the low volume of work
in this region was the chief reason for its $7 million loss which includes $1
million for fixed asset write-offs. Stolt Offshore regards this region as a
potential growth area and to that end we are relocating the Seaway Hawk to the
region and strengthening the local management team.

The financial year ended on a commercially successful note with a contract award
totalling approximately $280 million (including options), from the Ormen Lange
license group for the installation of part of the Ormen Lange pipeline, now
known as Langeled. Upon completion, this pipeline will be the longest in the
world. The firm part of this contract represents full utilisation of the LB200
pipelay barge in 2005.
<PAGE>
Summary Financial Review

Quarter review: The net loss for the quarter was $284.4 million, or $3.08 per
share on net operating revenue of $297.4 million. This compared with a net loss
for the comparable period in 2002 of $139.7 million or $1.65 per share on net
operating revenue of $441.1 million.<F1>
--------

<F1> The weighted-average number of common share equivalents outstanding for the
     quarter was 92.4 million compared with 84.7 million for the same period of
     2002

Full year review: For the full year ended November 30, 2003, the Company
reported a net loss of $416.4 million, or $4.50 per share, including fixed asset
and joint venture impairments of $183.1 million on net operating revenue of
$1,474 million. This compares with a net loss of $151.9 million, or $1.79 per
share, after impairment charges of $118.5 million, on net operating revenue of
$1,437 million for the previous year.<F2>
--------

<F2> The weighted-average number of common share equivalents outstanding for
     full year was 92.6 million compared with 85.0 million for the first nine
     months of last year.

The results include fixed asset and joint venture impairments of $183.1 million
and a cost of $17.5 million associated with the implementation of the Blueprint,
including $13.0 million of redundancy related expenses. In addition, losses
arising on OGGS, Burullus, Bonga and Hubline amounted to $190.8 million and we
expensed costs in respect of claims of $12.5 million. For the comparable period
in 2002 impairment charges amounted to $118.5 million.

The result for the year is within the guidance on earnings published on November
28, 2003. It reflects a year adversely affected by the losses on legacy
contracts, the costs of implementing a major reorganisation of the company and a
review of our asset base in the light of our new business focus. This review
resulted in write-downs of the value of certain assets and the decision to offer
a number of non-core assets for sale.

Financial Restructuring
In February 2004 the Company completed the first stage of its balance sheet
restructuring through a $100 million Private Placement. This will be followed in
the coming months by a Subsequent Issue of $50 million to existing shareholders
of record on January 16, 2004. In addition, Stolt-Nielsen SA (SNSA) will convert
$50 million subordinated debt into equity, thus providing a total $200m increase
in shareholders funds. As part of the restructuring negotiations with the Banks,
the Company has prepaid $30 million of debt in February and agreed a prepayment
profile, contingent on the amount of equity raised in the Subsequent Issue and
resolution of certain contractual disputes. The amount of the additional
prepayments will be up to $60 million before the end of the year. The
prepayments are in addition to the scheduled debt payments which have been met
as they fall due throughout the restructuring process. As part of the
restructuring SNSA converted their Class B Shares to Common Shares on a 2:1
basis.

Assuming that the above transactions are completed as planned, SNSA will cease
to be a majority shareholder having reduced its interest to 44% of Stolt
Offshore's single class of Common Shares with its voting interest in line with
economic interest.

Stolt Offshore has also secured a new bonding facility of $100 million and has
reached agreement with its bank syndicate on revised financial covenants for the
remainder of the debt term. The completion of these transactions through the
early part of 2004 will provide the Company with a firm equity base and the
opportunity to move back to fully normalised relationships with its customers,
suppliers and lenders. We expect that the new bonding facility will be
sufficient to support our operations through the end of fiscal 2004, at which
time we will need to arrange for additional bonding facilities to support our
operations going forward.

Outlook & Current Trading

Asset Disposals: The asset disposal programme, targeting receipts of $100-150
million by end 2004 is proceeding to plan with completion of the previously
announced sale of the ROV Drill Support Business to Oceaneering expected
shortly. Other assets offered for sale include Serimer Dasa, Paragon Engineering
Services, Paragon Litwin and six ships.

Of the six ships offered for sale, we anticipate that two will be sold shortly
and that one will be profitably chartered to a third party for twelve months.
Whilst continuing the effort to sell the remaining three units, the Company will
continue to utilise two of them in 2004 within its own projects.
<PAGE>

Backlog: The backlog stands at $849 million of which $556 million is for
execution in 2004. We also have in excess of $900 million in recently awarded
contracts including Ormen Lange and Greater Plutonio.
<TABLE>
<CAPTION>
------------------------------- ---------------- ----------------- ---------------- -----------------
In millions                        Feb.17.04        Dec.01.03         Feb.17.03        Dec.01.02
------------------------------- ---------------- ----------------- ---------------- -----------------
<S>                                   <C>              <C>              <C>               <C>
Backlog (Contracts)                   $   849          $ 1 ,026         $  1,483          $  1,480
------------------------------- ---------------- ----------------- ---------------- -----------------
</TABLE>

Current Trading: The first quarter of 2004 saw the largest deepwater contract
award in Stolt Offshore's history from BP and Sonangol. The $730 million Greater
Plutonio contract for the engineering, procurement, fabrication, installation of
umbilicals risers and flowlines in Angola was awarded to a consortium of Stolt
Offshore and Technip, $550 million representing Stolt Offshore's share of the
work.

During the remainder of 2004, a number of large deepwater SURF contracts are
offered for tender for a total amount expected to exceed $3 billion. The lead
time for award of contracts of this type is typically lengthy and uncertain,
frequently as long as six to twelve months. However, large scale deepwater
projects represent the real growth driver for the offshore services industry.
The more conventional markets, especially in mature areas, will be relatively
flat in 2004.

Beyond 2004, our industry will continue to see the emergence of new exploration
and production areas, especially in deepwater and harsh environment basins. In
Africa, after Angola, Nigeria and Equatorial Guinea, we are beginning to see the
next tier of deepwater provinces from such countries as the Ivory Coast and
Mauritania. In India and in South East Asia, deepwater drilling has already
produced sizeable discoveries in recent years. Brazil will continue to see major
deepwater developments by Petrobras and the incoming international operators.

The major oil companies' drive to replace depleted reserves, coupled with the
maturity of many onshore and shallow water hydrocarbon fields, provide grounds
for the view that the offshore construction industry is still in the early
stages of the deepwater development up-cycle.

*******************************************************************************
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.
********************************************************************************
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.
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------- -------------------------------------------------------------
Conference Call Information                                Replay Facility details
---------------------------------------------------------- -------------------------------------------------------------
<S>                                                        <C>
Lines will open 10 minutes                                 This facility is available from 5pm GMT Wednesday
prior to conference call                                   February 18th 2004, until 5pm GMT Wednesday February 25, 2004

Date        :   Wednesday February 18, 2004
Time        :   3pm GMT*

Freephone Dial In Numbers:                                 Freephone Dial In Numbers:
------------------------------                             --------------------------
UK                     :   0800 953 0938                   Dialling from the UK       :  0800 953 1533
USA                    :   1 866 389 9773                  Dialling from the US       :  1866 276 1167
Norway                 :   800 16533
France                 :   0805 110 466
Italy                  :   800 783 256
Netherlands            :   0800 023 4993
                                                           International Dial In      :  +44 1452 55 00 00
International Dial In  :   +44 1452 569 113
                                                           Passcode                   :  986420 #
Reservation No          :  986420

*GMT = Greenwich Mean Time
-----------------------------------------------------------------------------------------------------------------------
Alternatively a live webcast and a playback facility will be available on the Company's website www.stoltoffshore.com
-----------------------------------------------------------------------------------------------------------------------
                                   -end text-
                                 -tables follow-
</TABLE>
<PAGE>

<TABLE>

                                                STOLT OFFSHORE S.A. AND SUBSIDIARIES
                                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                (in thousands, except per share data)

<CAPTION>
                                                                    Three Months Ended                     Twelve Months Ended
                                                                 Unaudited         Unaudited          Unaudited           Audited
                                                               November 30,       November 30,       November 30,       November 30,
                                                                   2003               2002               2003              2002
                                                               -----------        -----------        -----------        -----------

<S>                                                            <C>                <C>                          <C>
Net operating revenue ..................................       $   297,370        $   441,069        $ 1,473,573        $ 1,437,488
Operating expenses .....................................          (368,891)          (441,588)        (1,587,868)        (1,395,007)
                                                               -----------        -----------        -----------        -----------

Gross (loss) / profit ..................................           (71,521)              (519)          (114,295)            42,481

Equity in net income of non-consolidated
  joint ventures .......................................            (1,175)            (4,230)             1,428              5,287
Administrative and general expenses ....................           (23,104)           (21,786)           (77,971)           (73,008)
Other operating (expense)/income .......................              (329)             2,157                676              8,068
Impairment of long lived fixed assets ..................          (176,522)              --             (176,522)              --
Impairment of goodwill and other intangibles ...........              --             (106,435)              --             (106,435)
Restructuring charges ..................................           (12,960)              --              (12,960)              --
                                                               -----------        -----------        -----------        -----------

Net operating loss .....................................          (285,611)          (130,813)          (379,644)          (123,607)

Interest expense, net ..................................            (7,990)            (5,558)           (24,794)           (18,240)
Foreign exchange (loss)/gain ...........................            (7,042)              (316)            (8,665)               212
                                                               -----------        -----------        -----------        -----------

Loss before taxes and minority interests ...............          (300,643)          (136,687)          (413,103)          (141,635)
Income tax benefit / (provision) .......................            17,902             (3,632)             1,255             (8,158)
                                                               -----------        -----------        -----------        -----------

Loss before minority interests .........................          (282,741)          (140,319)          (411,848)          (149,793)
Minority interests .....................................            (1,618)               595             (4,548)            (2,062)
                                                               -----------        -----------        -----------        -----------

Net loss ...............................................       $  (284,359)          (139,724)       $  (416,396)       $  (151,855)
                                                               ===========        ===========        ===========        ===========


PER SHARE DATA
Net loss per share
     Basic .............................................       $     (3.08)       $     (1.65)       $     (4.50)       $     (1.79)
     Diluted ...........................................       $     (3.08)       $     (1.65)       $     (4.50)       $     (1.79)
                                                                                                                              (4.50)

Weighted average number of Common Shares
and Common Share equivalents outstanding
     Basic .............................................            92,383             84,698             92,624             85,010
     Diluted ...........................................            92,383             84,698             92,624             85,010


SELECTED  INFORMATION
Capital expenditures ...................................       $     4,786        $    15,011        $    21,895        $    54,634
Depreciation and amortization ..........................       $    21,493        $    28,166        $    92,712        $    96,093
</TABLE>
<PAGE>

<TABLE>
                                               STOLT OFFSHORE S.A. AND SUBSIDIARIES
                                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                                         (in thousands)
<CAPTION>
                                                                          Unaudited               Audited
                                                                        November 30,           November 30,
                                                                            2003                   2002
                                                                       ----------------       ----------------

ASSETS

<S>                                                                     <C>                    <C>
     Cash and cash equivalents                                            $   73,539             $   11,672

     Other current assets (a)                                                436,243                578,703

     Fixed assets, net of accumulated depreciation                           497,842                782,843

     Other non-current assets                                                 98,175                 85,386

     Assets held for sale                                                    138,078                      -

                                                                       ----------------       ----------------
               Total assets                                              $ 1,243,877            $ 1,458,604
                                                                       ================       ================

LIABILITIES AND SHAREHOLDERS' EQUITY

     Bank overdrafts                                                        $  2,473              $  15,966

     Current portion of
     long-term debt and capital lease obligations                            141,504                     17

     Accounts payable and accrued liabilities                                590,799                539,797

     Long-term debt and capital lease obligations                            293,506                335,007

     Other non-current liabilities                                            49,201                 50,760

     Liabilities held for sale                                                62,681                      -


     Shareholders' equity

          Common Shares                                                      152,524                152,524

          Class B Shares                                                      68,000                 68,000

          Paid-in-surplus                                                    404,229                416,677

          Deficit                                                          (533,888)              (117,492)

          Accumulated other comprehensive income/(loss)                       13,850                (2,652)

          Treasury stock                                                     (1,002)
                                                                                                          -

                                                                       ----------------       ----------------
               Total shareholders' equity                                    103,713                517,057

                                                                       ----------------       ----------------
               Total liabilities and shareholders' equity                $ 1,243,877             $1,458,604
                                                                       ================       ================
                                                                       ----------------       ----------------
Total interest-bearing debt and capital lease obligations, net of
cash and cash equivalents, including cash balances classified as
assets held for sale                                                        $  355,572             $  339,318
                                                                       ================       ================


(a)  As at August 31, 2003 a total of $89.7 million of claims and variation orders, not formally agreed with customers, were
     included in Other Current Assets. The entire amount has now been settled in full, or has been fully provided for.
</TABLE>
<PAGE>
<TABLE>
                                                STOLT OFFSHORE S.A. AND SUBSIDIARIES
                                                         SEGMENTAL ANALYSIS
                                                           (in thousands)

     In Quarter 3 2003, the Company changed its method of reporting segmental information as a result of the business
     restructuring announced in the `Blueprint'. The information for 2002 has been restated from the prior year's presentation
     in order to conform to the new basis of segmentation.

     The Company has six reportable segments based on the geographic distribution of the activities as follows: the Asia and
     Middle East (AME) region includes all activities in the Middle East, the Indian sub-continent, Asia Pacific and
     Australasia; the Central and North America (NAMEX) region includes all activity in Western Canada, the United States,
     Central America and Mexico; the Northern Europe and Canada (NEC) region includes all activities in Northern Europe, the
     Northern Atlantic Ocean, Scandinavia, the Baltic States and Eastern Canada; the Africa and the Mediterranean (AFMED)
     region covers activities in Africa, the Mediterranean and Southern Europe; the South America (SAM) region incorporates
     activities in South America and the islands of the Southern Atlantic Ocean. The Corporate segment includes items which
     cannot be allocated to one particular region. These include the activities of the SHL and NKT joint ventures, Serimer DASA
     and Paragon Engineering Services and Paragon Litwin. Also included are assets which have global mobility including
     construction support ships, ROVs and other assets that cannot be attributed to any one region; and corporate services
     provided for the benefit of the whole group, including design engineering, finance and legal departments.

<CAPTION>
 -----------------------------------------------------------------------------------------------------------------------------------
 For the three months ended
 November 30, 2003                                    AME       NAMEX        NEC        AFMED       SAM       Corporate     Total
 -----------------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>        <C>         <C>         <C>          <C>       <C>          <C>
Net operating revenue - external(a)                $ 9,843    $ 20,361    $ 73,594    $ 145,912    $14,042   $  33,618    $ 297,370
Net operating revenue - internal(b)                $   711    $  8,401    $ 31,506    $  24,106    $ 5,267   $     405    $    --
(Loss)/income from operations                      $(2,402)   $(27,350)   $(13,402)   $(116,822)   $ 5,352   $(130,987)   $(285,611)
     Interest expense, net                                                                                                $  (7,990)
     Foreign exchange loss                                                                                                $  (7,042)
 -----------------------------------------------------------------------------------------------------------------------------------
 Loss before taxes and minority
 interests                                                                                                                $(300,643)
 -----------------------------------------------------------------------------------------------------------------------------------

 -----------------------------------------------------------------------------------------------------------------------------------
 For the three months ended
 November 30, 2002                                    AME       NAMEX        NEC        AFMED       SAM       Corporate     Total
 -----------------------------------------------------------------------------------------------------------------------------------

Net operating revenue - external (a)               $ 5,818    $ 35,526    $ 96,887    $ 247,406    $13,089   $  42,343    $ 441,069
Net operating revenue - internal (b)               $   534    $  9,296    $ 25,380    $  51,901    $ 3,632   $   1,454    $    --
(Loss)/income from operations                      $(3,387)   $(104,405)  $  9,418    $ (18,822)   $ 2,886   $ (16,503)   $(130,813)
     Interest expense, net                                                                                              $    (5,558)
     Foreign exchange loss                                                                                              $      (316)
 -----------------------------------------------------------------------------------------------------------------------------------
 Loss before taxes and minority
 interests                                                                                                             $   (136,687)
 -----------------------------------------------------------------------------------------------------------------------------------

 -----------------------------------------------------------------------------------------------------------------------------------
 For the twelve months ended
 November 30, 2003                                    AME       NAMEX        NEC        AFMED       SAM       Corporate     Total
------------------------------------------------------------------------------------------------------------------------------------

Net operating revenue - external (a)               $26,786    $200,624    $378,851    $ 673,816    $55,984   $ 137,512    $1,473,573
Net operating revenue - internal (b)               $ 1,387    $ 41,900    $101,531    $ 100,412    $17,551   $   5,066    $    --
(Loss)/income from operations                      $(6,507)   $(32,165)   $ 15,955    $ 250,172)   $16,799   $(123,554)   $(379,644)
    Interest expense, net                                                                                                  $(24,794)
     Foreign exchange loss                                                                                                   (8,665)

------------------------------------------------------------------------------------------------------------------------------------
 Loss before taxes and minority
 interests                                                                                                             $   (413,103)
------------------------------------------------------------------------------------------------------------------------------------
 For the twelve months ended
 November 30, 2002                                    AME       NAMEX        NEC        AFMED       SAM       Corporate     Total
------------------------------------------------------------------------------------------------------------------------------------

Net operating revenue - external (a)               $25,677    $190,460    $335,625    $ 702,764    $52,012   $ 130,950    $1,437,488
Net operating revenue - internal (b)               $ 1,385    $ 52,119    $ 91,259    $ 118,672    $13,458   $   4,590    $    --
(Loss)/income from operations                      $(3,277)   $(111,728)  $ 11,035    $ (19,380)   $12,587   $ (12,844)   $(123,607)
    Interest expense, net                                                                                                  $(18,240)
    Foreign exchange gain                                                                                                 $    212

------------------------------------------------------------------------------------------------------------------------------------
 Loss before taxes and minority
 interests                                                                                                                $(141,635)
------------------------------------------------------------------------------------------------------------------------------------

(a)  Three customers each individually accounted for more than 10% of the Company's revenue for the quarter and twelve months
     respectively, ended November 30, 2003. The revenue from these customers was $130.1 million for the quarter and $651.0 million
     for the twelve months ended November 30, 2003. These revenues are attributable to the AME, NAMEX, NEC and AFMED segments. In
     the quarter ended November 30, 2002, one customer accounted for more than 10% of the Company's revenue, and two customers each
     individually accounted for more than 10% in the twelve months ended November 30, 2002. The revenue from these customers was
     $143.9 million for the quarter and $432.7 million for the twelve months and was attributable to the NEC, AFMED AME and NAMEX
     segments.

(b)  Internal revenues are eliminated on consolidation of the Company's results and are therefore shown in the table to equal to
     zero.

                                                           - more follows-
</TABLE>
<PAGE>
<TABLE>

                                                STOLT OFFSHORE S.A. AND SUBSIDIARIES
                                                         SEGMENTAL ANALYSIS
                                                           (in thousands)
                                                    Continued from previous page

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As of November 30, 2003
                                                      AME       NAMEX        NEC        AFMED       SAM       Corporate     Total
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<S>                                                <C>        <C>         <C>         <C>          <C>       <C>          <C>
Segment assets                                     $38,223    $112,447    $120,194    $ 503,147    $78,345   $ 307,502    $1,159,858

Unallocated amounts:
Cash and cash equivalents (a)                                                                                             $   81,910
Restricted cash deposits                                                                                                  $    2,109

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Total assets                                                                                                              $1,243,877
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As of November 30, 2002
                                                      AME       NAMEX        NEC        AFMED       SAM       Corporate     Total
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Segment assets                                     $35,230    $140,481    $137,364    $ 585,955    $88,467   $ 457,703    $1,445,200

Unallocated amounts:
Cash and cash equivalents                                                                                                 $   11,672
Restricted cash deposits                                                                                                  $    1,732

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Total assets                                                                                                              $1,458,604
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(a)  "Cash and cash equivalents" includes cash classified under assets held for sale.
</TABLE>

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