STOLT OFFSHORE S.A.

NEWS RELEASE
                                            Contacts:
                                            Julian Thomson/Fiona Harris
                                            Stolt Offshore S.A.
                                            US  +1 877 603 0267 (toll free)
                                            UK +44 1224 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

       Revised equity issue: increased capital raising up to $200 million
                         Revised EGM date and timetable.

London, England - January 16, 2004 - Further to its announcement of December 19,
2003, Stolt Offshore S.A. (NasdaqNM: SOSA; Oslo Stock Exchange: STO), announces
revised proposals to increase its capital by up to $200 million. The Company
will raise up to $150 million through a conditional Private Placement of $100
million and Subsequent Issue of up to $50 million. Additionally, Stolt-Nielsen
S.A. has the option to convert up to $50 million in subordinated debt. The
subscription price for both offerings remains unchanged at $2.20 per share.

Following discussions with its shareholders and lenders about the conditions of
the previous proposals, the Board of Stolt Offshore has identified an
opportunity to increase the amount of equity capital raised in the offering by
up to 50%, and on better conditions than had formerly been available, which
would deliver a commensurate improvement to the strength of the Company's
balance sheet.

These changes require revisions to the timetable for both the equity offerings
and the distribution of new information to shareholders. Consequently the
Extraordinary General Meeting (EGM) scheduled for January 19, 2004 has been
cancelled and an EGM of shareholders will now be held on February 11, 2004 at
3:00pm local time at the offices of Services Generaux de Gestion S.A., 23,
Avenue Monterey, L-2086 Luxembourg. The Board of Directors of Stolt Offshore
S.A. has determined that Common Shareholders of record as of close of business
on January 21, 2004 will be entitled to vote. A new circular and invitation to
the EGM will be sent to shareholders on or about January 22, 2004.

The outline of the revised equity issue is as follows:

o    a Private Placement of 45.5 million new Common Shares to European
     institutional investors which is fully subscribed;

o    a Subsequent Issue of up to 22.8 million new Common Shares to shareholders
     as of January 15, 2004, (of record January 21, 2004) who were not given the
     opportunity to participate in this Private Placement; and

o    an option for Stolt-Nielsen S.A. to elect before February 12, 2004 to
     subscribe for up to an additional 22.8 million Common Shares in
     consideration for conversion of up to $50 million of subordinated loans to
     Stolt Offshore on the same terms as those in the proposed equity issue.

The Stolt Offshore Board has proposed the equity issue in order to:

o    accelerate the financial restructuring of the Company through the raising
     of $100 million from the Private Placement and up to $50 million from the
     Subsequent Issue; and

o    establish a better capital structure through the increase of book equity by
     a minimum of $100 million and up to a maximum of $200 million from which to
     reap the full advantages of the recent strategic and organisational
     changes.

The closing of the Private Placement will be subject to various conditions being
met by February 12, 2004 including, among others:

o    approval by the Stolt Offshore shareholders;

o    Stolt Offshore having agreed a new bonding facility in an amount not less
     than $100 million; and

o    the conversion of the Company's "B" Shares, which are all owned by a
     subsidiary of Stolt-Nielsen S.A., to Common Shares on a 2:1 basis.

The full conditions are set forth at the end of this release.

It is contemplated that the net proceeds from the Private Placement and the
Subsequent Issue will be used for (i) security for the new bonding facility (as
further described below), (ii) working capital, (iii) prepayment of existing
debt and/or (iv) general corporate purposes. Stolt Offshore may review its
status regarding the Stolt-Nielsen S.A. liquidity line (which has not been
drawn) on completion of the Private Placement.

Assuming the completion of the equity issues in full, Stolt Offshore will no
longer be a majority controlled subsidiary of the Stolt-Nielsen Group.

It is anticipated that the Subsequent Issue will take place before the end of
the second quarter of 2004. The subscription rights for the Subsequent Issue
will not be tradeable or transferrable. To the extent that any such shareholders
do not subscribe their relative part of shares in the Subsequent Issue, the
Company may allocate these shares in the Subsequent Issue to other subscribers
in the Subsequent Issue, the subscribers in the Private Placement, Stolt-Nielsen
S.A., their respective affiliates or other investors.

Tom Ehret, Stolt Offshore CEO, said, "Today's revised equity issue is a step
forward from the initial proposals. It brings Stolt Offshore additional capital
strength to its balance sheet, helping to sustain the recovery of the business
and advance its competitive potential in the market place."

Jacob Stolt-Nielsen, Chairman said, "We welcome this development which
significantly improves the financial capability of Stolt Offshore. Stolt-Nielsen
S.A. will remain a major and positive shareholder in the Company."

The securities to be offered in the Private Placement 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.




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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 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.


The Private Placement is conditional upon satisfaction of the following events
on or prior to February 12, 2004 (the "Closing Date") (except for the event
described in clause (a) below as it relates to the Board of Stolt Offshore which
shall occur on or prior to January 16, 2004):

(a)  The Board of Directors of Stolt Offshore S.A. and of Stolt-Nielsen S.A., if
     required, shall have approved and ratified the Private Placement on terms
     contemplated in this Subscription Agreement and Stolt-Nielsen S.A. shall
     have undertaken to vote in favor of the shareholder resolutions in Stolt
     Offshore S.A. required to authorise and approve the Private Placement and
     the Subsequent Issue;

(b)  Stolt Offshore S.A. (or a subsidiary of Stolt Offshore S.A.) shall have
     entered into a new secured guarantee facility (the "New Bonding Facility")
     with a syndicate of lenders providing subject only to satisfaction of
     conditions precedent (and conditions subsequent) customary for a facility
     of this nature, for the commitment by the lenders to issue guarantees,
     performance bonds, bid bonds, advance payment bonds, letters of credit or
     other similar forms of surety (collectively, the "Bonds") in respect of
     obligations of Stolt Offshore S.A. and its group companies in the aggregate
     face amount of not less than US $100,000,000. The New Bonding Facility
     shall be on terms that (i) permit the use of proceeds from the Private
     Placement and the Subsequent Issue as described above and (ii) are
     reasonable (in the opinion of the Board of Directors of Stolt Offshore
     S.A.) in view of the security provided for the New Bonding Facility, Stolt
     Offshore S.A.'s financial position after taking into account the completion
     of the transactions contemplated hereby and the prospects of Stolt Offshore
     S.A. and its subsidiaries;

(c)  Stolt-Nielsen S.A. shall have required the conversion of its Class B Shares
     issued by Stolt Offshore S.A. into Common Shares based on a 2:1 conversion
     rate and such conversion shall have been implemented or at least be
     irrevocable;

(d)  Stolt Offshore S.A. (or to the extent applicable its subsidiaries) shall
     have entered into amendments to its existing loan, bonding- and credit
     facilities and any other relevant agreements that;

     (i)  accommodate the New Bonding Facility and the transactions contemplated
          by the Subscription Agreement (which, for the avoidance of doubt,
          shall permit the contemplated use of the proceeds from the Private
          Placement and the Subsequent Issue);
     (ii) accommodate Stolt-Nielsen S.A.'s potential exercise of the Debt
          Conversion;
     (iii)amend the financial and other covenants to take into account the
          projected financial performance of the Company;
     (iv) ensure that the Company has no outstanding material breaches of such
          agreements;

(e)  No change shall have occurred since the date of the Subscription Agreement
     in the business, properties, assets, liabilities, financial condition,
     operations, results of operations or prospects of Stolt Offshore S.A. or
     its subsidiaries that is materially adverse to Stolt Offshore S.A. and its
     subsidiaries, taken as a whole, or has had a material adverse effect on the
     value of Stolt Offshore S.A. and its subsidiaries taken as a whole; and

(f)  The General Meeting and Board of Directors of Stolt Offshore S.A. shall
     have passed all resolutions required in order to complete the Private
     Placement and the Subsequent Issue.

     Stolt Offshore S.A. undertakes to notify the Managers in writing promptly
     upon these conditions being fulfilled. The Company expects that the New
     Bonding Facility may contain default provisions customary for a facility of
     its nature, including provisions relating to certain defaults by parties
     having provided guarantees and other security in favour of Stolt Offshore
     S.A., which would include Stolt-Nielsen S.A. which also has provided
     security in favour of Stolt Offshore S.A. under certain of its loan and
     credit facilities. The Company is considering implementing a long-term
     incentive plan for key executives.

None of the Company or the Managers makes any representation or covenant that
any or all of the above conditions will be satisfied.