SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                             ----------------------

                                    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 July, 2005

                        Commission File Number: 000-21742

                               Stolt Offshore S.A.
                 -----------------------------------------------
                 (Translation of registrant's name into English)



                          c/o Stolt Offshore M.S. Ltd.
                                  Dolphin House
                                  Windmill Road
                                Sunbury-on-Thames
                          Middlesex, TW16 7HT, England
                    ----------------------------------------
                    (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-________

<PAGE>


In accordance with General Instruction B, item (i), attached herewith as Exhibit
99.1 is a press release, dated July 13, 2005, whereby Stolt Offshore S.A. (the
"Company") announced its unaudited results for the second quarter and six months
ended May 31, 2005.

The attached press release 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. 33-85168, No. 333-9292 and No. 333-74321) and the Company's
Registration Statements on Form F-3 and Form F-3/A (No. 333-86288) and to be a
part of such prospectuses from the date of the filing thereof.

Certain statements contained in the attached 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 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; the Company's relationship with significant customers; the
outcome of legal proceedings or governmental inquiries; 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 the Company's ability to control or predict. Given these factors, you
should not place undue reliance on the forward-looking statements.

<PAGE>

                                    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 OFFSHORE S.A.


Date:    July 13, 2005                   By: /s/ Stuart Jackson
                                             -----------------------------------
                                             Name: Stuart Jackson
                                             Title:   Chief Financial Officer