SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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                                    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 December, 2004

                        Commission File Number: 000-16977

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


                            c/o Stolt-Nielsen Limited
                                  Aldwych House
                                  71-91 Aldwych
                                 London WC2B 4HN
                                     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-________
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     In accordance with General Instruction B, item (iii), attached herewith as
Exhibit 99.1 is a press release, dated December 6, 2004, announcing that the
registrant and the Dutch company Nutreco Holding N.V. have completed due
diligence and the signing of a Contribution Agreement in connection with
previously announced plans to merge the fish-farming operations of the two
companies.

     Certain statements contained in the above materials furnished pursuant to
this Form 6-K 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 ability
of SNSA to negotiate the definitive agreements for the Marine Harvest/Stolt Sea
Farm transaction with Nutreco; the final terms of the Marine Harvest/Stolt Sea
Farm transaction; the ability of SNSA and Nutreco to complete the Marine
Harvest/Stolt Sea Farm transaction; the terms, conditions and amount of our
indebtedness; our ability to comply with our financing agreements; Stolt
Offshore S.A.'s ability to deliver fixed price contracts in accordance with
customer expectations and recover costs on significant projects; the success of
Stolt Offshore S.A.'s financial and operational restructuring efforts; the
general economic conditions and competition in the markets and businesses in
which we operate; the outcome of legal proceedings and our status in the U.S.
Department of Justice amnesty program; 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, which
only speak as of the date of this Form 6-K. We do not undertake any obligation
to release publicly any revisions of the forward-looking statements to reflect
events or circumstances as of the date of this Form 6-K or to reflect the
occurrence of unanticipated events, except as may be required under applicable
securities laws and regulations.

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<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-NIELSEN S.A.


Date:    December 6, 2004               By: /s/ Alan B. Winsor
                                           -------------------------------------
                                           Name:  Alan B. Winsor
                                           Title: Attorney-in-Fact

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