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                                                                     Exhibit 1.1



                               STOLT OFFSHORE S.A.

                            ARTICLES OF INCORPORATION

                     (AS AMENDED AND RESTATED MARCH 6, 2001)


CHAPTER 1.  NAME, REGISTERED OFFICE, OBJECTS, DURATION

      ARTICLE 1: There is incorporated by these presents a Luxembourg holding
company in the form of a limited liability company.

      It will be styled "STOLT OFFSHORE S.A."

      ARTICLE 2: The registered office of the Company is situated in Luxembourg.
It may be transferred to any other place in the Grand Duchy of Luxembourg by
resolution of the Board of Directors.

      When extraordinary events of political, economic or social policy occur or
shall be imminent, which might interfere with the normal business at the
registered office or with the easy communication between such office and foreign
parts, the registered office may be declared to have been transferred abroad
provisionally until the complete cessation of these abnormal circumstances;
without this measure, however, having any effect on the nationality of the
Company, which, notwithstanding this provisional transfer of the registered
office, shall remain of Luxembourg nationality.

      A similar declaration of the transfer of the registered office of the
Company shall be made and brought to the attention of third parties by one of
the executive departments of the Company, which has power to bind it for current
and everyday acts of management.

      The Board of Directors shall also have the right to set up offices,
administrative centers, agencies and subsidiaries wherever it shall see fit,
either within or outside the Grand Duchy of Luxembourg.

      ARTICLE 3: The objects of the Company are to invest in subsidiaries which
will provide subsea construction, maintenance, inspection, survey and
engineering services, predominantly for the offshore oil and gas industry.

      More generally, the Company may participate in any manner in all
commercial, industrial, financial and other enterprises of Luxembourg or foreign
nationality through the acquisition by participation, subscription, purchase,
option or by any other means of

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all shares, stocks, debentures, bonds or securities; the acquisition of patents
and licenses which it will administer and exploit; it may lend or borrow with or
without security, provided that any monies so borrowed may only be used for the
purposes of the Company, or companies which are subsidiaries of or associated
with or affiliated to the Company; in general it may undertake any operations
directly or indirectly connected with these objects whilst nevertheless
remaining within the limits set out by the law on holding companies of the
thirty-first of July, nineteen hundred and twenty-nine.

      ARTICLE 4: The Company is incorporated for an unlimited period. It may be
wound up in accordance with legal requirements.

CHAPTER 2.  CAPITAL, SHARES, BOND-ISSUES

      ARTICLE 5: The authorized capital of the Company is fixed at Three Hundred
Forty Eighty Million United States Dollars (U.S. $348,000,000) to be represented
by (a) One Hundred Forty Million (140,000,000) Common Shares, par value Two
United States Dollars (U.S. $2.00) per share and (b) Thirty Four Million
(34,000,000) Class B Shares, par value Two United States Dollars (U.S. $2.00)
per share. Any authorized but unissued Common Shares shall lapse five (5) years
after publication of the resolutions of the Shareholders' meeting of March 6,
2001 in the Memorial.

      The presently recorded issued capital of the Company is set at Two Hundred
Eight Million Three Hundred Five Thousand Eight Hundred and Forty Eight United
States Dollars (U.S. $208,305,848) represented by (a) Seventy Million One
Hundred Fifty Two Thousand Nine Hundred and Twenty Four (70,152,924) Common
Shares, par value Two United States Dollars (U.S. $2.00) per share, and (b)
Thirty Four Million (34,000,000) Class B Shares, par value Two United States
Dollars (U.S. $2.00) per share, all of said shares being fully paid.

      The Board of Directors or delegates(s) duly appointed by the Board may
from time to time issue shares out of the total authorized shares at such times
and on such terms and conditions, including issue price, as the Board or its
delegates may in its or their discretion resolve. The holders of Common shares
shall be entitled to preemptive rights in respect of any future issuance of
Common Shares for cash. The holders of Class B Shares shall be entitled to
preemptive rights in respect of any future issue of Class B Shares for cash. The
holders of any class of shares shall not be entitled to preemptive rights with
respect to any other class of shares. In each case, the Board of Directors may
suppress the preemptive rights of shareholders to the extent it deems advisable.

      Each time the Board of Directors or its delegate(s) shall have issued
authorised Common Shares or Class B Shares and accepted payment therefor, this
Article shall be

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amended to reflect the result of such issue and the amendment will be recorded
by notarial deed at the request of the Board of Directors or its delegates.

      In addition to the authorized Common Shares and Class B Shares set forth
above, there shall also be authorized one million five hundred thousand
(1,500,000) Class A Shares, par value Two United States Dollars (U.S. $2.00) per
share. Such Class A Shares have been authorized for the sole purpose of options
granted under the Company's existing stock option plan in respect of the shares
of the Company, and may not be used for any other purpose. The rights,
preferences and priorities of such Class A Shares are set forth in Article 38
hereof. All such Class A Shares shall convert to Common Shares immediately upon
issuance. Such authorized Class A Shares shall exist only for the period of time
specified in Article 38 hereof and shall expire, without further action, on such
date. Prior thereto, any authorized but unissued Class A Shares shall lapse five
(5) years after publication of the resolutions of the Shareholders' meeting of
March 6, 2001 in the Memorial, subject to extension up to the final expiry date
as provided in Article 38 hereof.

      ARTICLE 6: Any share premium which shall be paid in addition to the par
value of the Common Shares or the Class B Shares shall be transferred to paid-in
surplus.

      ARTICLE 7: Common Shares and Class B Shares being fully paid up shall not
be subject to any restriction in respect of their transfer, but such shares
shall be subject to the restrictions on shareholdings set forth in Article 34
hereof.

      ARTICLE 8: The Common Shares and Class B Shares (herein sometimes jointly
referred to as the "Shares"or the "Voting Shares") shall be issued in registered
form only.

      Share certificates or other evidence of ownership will be issued for
Shares in such denominations as the Board of Directors shall prescribe. The
share certificates or other evidence of ownership shall be in such form and
shall bear such legends and such numbers of identification as shall be
determined by the Board of Directors. The forms of share certificates, or other
evidence of ownership, may be different in respect of the Shares entered in the
various Registers which may be established in accordance with this Article 8.
The share certificates shall be signed manually or by facsimile by two directors
of the Company. The Board of Directors may provide for compulsory authentication
of the share certificates by the Registrar(s).

      All Shares in the Company shall be registered in the Register(s) of
Shareholders which shall be kept by the persons designated therefor by the
Company and such Register(s) of Shareholders shall contain the name of each
holder of Shares, his residence and/or elected domicile and the number of Shares
held by him and other information as may be required from time to time by
applicable law. Every transfer or devolution of


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Shares shall be entered into the Register(s) of Shareholders and every such
entry shall be signed by one or more officers of the Company or by one or more
persons designated by the Board of Directors.

      The Company may appoint Registrars in different jurisdictions who will
each maintain a separate Register for the Shares entered therein and the holders
of Shares may elect to be entered in one of the Registers and to be transferred
from time to time from one Register to another Register The Board of Directors
may, however, restrict the ability to transfer Shares that are registered,
listed, quoted, dealt in, or have been placed in certain jurisdictions. The
transfer to the Register kept at the registered office of the company in
Luxembourg may always be requested by any shareholder.

      On transfers of Shares, new certificates or other evidence of ownership in
respect of Shares transferred and retained, respectively, shall be issued in
each case without charge to the holder thereof.

      Transfers of Shares shall be effected upon delivery of the certificate or
certificates or other evidence of ownership representing such Shares to the
Registrar together with (i) a stock power or other instrument of transfer
satisfactory to the Company, (ii) with the form of endorsement which may be
provided on the certificate duly completed and executed, (iii) a written
declaration of transfer inscribed in the Register of Shareholders, dated and
signed by the transferor and transferee, or by persons holding suitable powers
of attorney to act therefor, in each case in such form and with such evidence of
authority as shall be satisfactory to the Company.

      Except as provided in Article 12 hereof, the Company may consider the
Person in whose name the Shares are registered in the Register(s) of
Shareholders as the full owner of such Shares. The Company shall be completely
free of responsibility in dealing with such Shares towards third parties and
shall be justified in considering any right, interest or claims of such third
parties in or upon such Shares to be nonexistent, subject, however, to any right
which such person might have, to demand the registration or change in
registration of Shares.

      In the event that a holder of Shares does not provide any address to which
all notices or announcements from the Company may be sent, the Company may
permit a notice to this effect to be entered into the Register(s) of
Shareholders and such holder's address will be deemed to be at the registered
office of the Company or such other address as may be so entered by the Company
from time to time, until a different address shall be provided to the Company by
such holder. The holder may, at any time, change his address as entered in the
Register(s) of Shareholders by means of written notification to the Registrar.


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      Lost, stolen or mutilated share certificates for Shares will be replaced
by the Registrar who issued the share certificates in the first place upon such
evidence, undertakings and indemnities as may be deemed satisfactory to the
Company, provided that mutilated share certificates shall be delivered before
new share certificates are issued.

      ARTICLE 9: Except for matters where applicable law requires the approval
of both classes voting as a separate class and as otherwise provided for in
these Articles, Common Shares and Class B Shares shall vote as a single class on
all matters submitted to a vote of shareholders, with each share entitled to one
vote.

      Furthermore, for so long as Stolt-Nielsen Transportation Group Ltd. (or
any entity controlling, controlled by or under common control with said
Stolt-Nielsen Transportation Group Ltd.) owns shares representing a majority of
the combined voting power of the then-outstanding shares of the Company, any
proposed amendment to the Company's Articles in respect of a recapitalisation,
reclassification and similar transactions affecting the relative rights,
preferences and priorities of the Common Shares and Class B Shares and which
adversely affects the rights of the Common Shares shall also require (x) the
simple majority vote of those Common Shares not so owned by Stolt-Nielsen
Transportation Group Ltd. and (y) when the meeting is first convened, a quorum
of 50% of the then outstanding Common Shares not so owned by Stolt-Nielsen
Transportation Group Ltd. is present or represented.

      ARTICLE 10: Class B Shares are convertible into Common Shares on a
two-for-one basis, at any time at the option of the holders thereof. In
addition, in the event that any Class B Share ceases to be owned by
Stolt-Nielsen Transportation Group Ltd. (or any entity controlling, controlled
by or under common control with said Stolt-Nielsen Transportation Group Ltd.),
then, without any action on the part of the holder(s) thereof, each such Class B
Share shall automatically convert into one-half of one Common Share.
Furthermore, in the event that Stolt-Nielsen Transportation Group Ltd. (or any
entity controlling, controlled by or under common control with said
Stolt-Nielsen Transportation Group Ltd.), shall own shares (whether Class B
Shares or Common Shares) representing less than a majority of the combined
voting power of the then-outstanding shares of the Company, then, without any
action on the part of the holder(s) thereof, each such Class B Share shall
automatically convert into one-half of one Common Share.

      ARTICLE 11: Without prejudice to the provisions of Article 5 hereof, the
authorised or issued capital of the Company may be increased in one or more
installments by resolution of shareholders adopted in the manner required for
amendment of these Articles of Incorporation or as otherwise provided by
applicable law.

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       ARTICLE 12: The Shares shall be indivisible as far as the Company is
concerned. only one titleholder will be recognised in connection with each
Shares.

      If any Shares shall be held by more than one person, the Company has the
right to suspend the exercise of all rights attached to such share(s) until one
person has been appointed titleholder with regard to such share(s).

      The same rule shall apply in the case of a conflict between an
usufructuary and a bare owner or between a pledgor and a pledgee.

      The Company shall not issue fractions of any class of Shares. The Board of
Directors shall be authorised at its discretion to provide for the payment of
cash or the issuance of script in lieu of any fraction of a Share.

      ARTICLE 13: The Board of Directors may decide the issuance of bonds and
debentures not containing an element of stock, which may be in bearer or other
form in any denomination or denominations and payable in any currency or
currencies.

      The Board of Directors shall fix the rate of interest, conditions of issue
and repayment and all other terms and conditions thereof.

      The bonds and debentures must be signed by two Directors of the Company,
manually or by facsimile.

CHAPTER 3.  ADMINISTRATION AND CONTROL

      ARTICLE 14: The Company shall be managed by a Board of Directors composed
of members who need not be shareholders of the Company.

      The business of the Company shall be supervised by one or more Statutory
Auditors, whether shareholders or not.

      The Board of Directors shall be composed of not less than three (3)
persons who shall be elected in accordance with the provisions of this Article
14.

      The Directors and Statutory Auditors shall be appointed by the general
meeting of shareholders for such term not to exceed six years as the meeting may
decide.

      The Company may, by a resolution of the general meeting of shareholders,
dismiss any Director before the expiry of the term of his office,
notwithstanding any agreement between the Company and such Director. Such
dismissal may not prejudice the claims

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that such Director may have for a breach of any contract existing between him
and the Company.

      The Directors may be re-elected. The term of office of Directors shall end
immediately after the ordinary general meeting in the year of the expiry
thereof.

      In the case where the office of a Director shall become vacant following
death, resignation or otherwise, the remainder of the Directors may convene and
elect on the majority of votes thereat, a Director to carry out the duties
attaching to the office becoming vacant, to hold such office until the next
meeting of shareholders.

      With the exception of a candidate recommended by the Board of Directors or
a Director whose term of office shall expire at a general meeting of
shareholders, no candidate may be appointed unless three days at least before
the date fixed for the meeting and twenty-one days at the most before this date
a written declaration, signed by a shareholder duly authorised, shall have been
deposited at the registered office of the Company, and in the terms of which he
intends to propose the appointment of this person together with a written
declaration, signed by the candidate in question, expressing the wish of the
candidate to be appointed.

      ARTICLE 15: The Board of Directors shall elect a Chairman from among its
members. Should the Chairman not be available at a meeting, the Deputy Chairman,
or, in his absence, the Managing Director (if there is one), or in his absence,
the oldest Director present at the meeting, shall act in his stead.

      ARTICLE 16: The Board of Directors shall convene on the notice of the
Chairman of the Board of Directors, or the Managing Director (if there is one)
or of any two Directors.

      Meetings shall be held at the place, on the day and at the time set out in
the convening notice.

      The Board of Directors may only deliberate validly if the majority of its
members shall take part in the proceedings by voting personally or by proxy
given in writing, by telegram, fax or telex.

      A proxy may only be given to another Director.

      Decisions of the Board of Directors shall be taken by a majority of the
votes cast by the Directors present or represented at a meeting.

      Resolutions signed by all members of the Board will be as valid and
effective as if passed at a meeting duly convened and held. Such signatures may
appear on a single

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document or multiple copies of an identical resolution and may be 'evidenced by
letters, cables, telexes or faxes.

      Any Director may, simultaneously with his office of Director, be employed
by the Company in any other capacity (except the office of Statutory Auditor) or
remunerated for a duration and on conditions that the Board of Directors shall
determine and shall receive in respect thereof a special remuneration (by way of
salary, commission, share in the profits or otherwise) to be determined by the
Board, subject to ratification by the general meeting of shareholders, and such
special remuneration shall be added to any remuneration provided for by virtue
of, or arising from any other provision of, these Articles of Incorporation or
pursuant to resolutions of shareholders adopted in a general meeting.

      No Director may be counted for the quorum present, nor cast a vote in
respect of Board resolutions, that shall relate to his own appointment to an
office or position being remunerated within the Company or which shall lay down
or amend the conditions thereof.

      Any Director who, when a contract or an agreement shall be submitted for
approval of the Board of Directors, has a personal interest contrary to that of
the Company, must inform the Board of Directors and require that this
information be entered in the minutes of the meeting. This Director may not
deliberate oro vote in respect of such contract or agreement and he shall not be
counted for purposes of whether a quorum is present. At the next meeting of
shareholders and before any vote in respect of any other resolution, a report
must be made on any contract or agreement in respect of which a Director shall
have had an interest contrary to that of the Company. The provisions of this
paragraph shall not apply where a Director owns less than five percent of the
Company or other entity whose contract or agreement with the Company is
submitted for approval by the Board of Directors.

      ARTICLE 17: The minutes of any meeting of the Board of Directors shall be
signed by the Chairman and the Secretary of such meeting.

      Copies of or extracts from such minutes or of resolutions signed by all
members of the Board shall beo signed by the Chairman of the Board of Directors
or by the Managing Director (if there is one) or by two Directors.

      ARTICLE 18: The Board of Directors has the widest, powers to carry out any
acts of management or of disposition that shall interest the Company. All that
is not expressly reserved for the general meeting by law or by these Articles of
Incorporation is INTRA VIRES the Board.


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      The Board may more particularly, and without the enumeration which follows
being in any way exhaustive, make and enter into any contracts and acts
necessary for the performance of any undertakings or business that shall
interest the Company, decide upon any contributions, assignments subscriptions,
sleeping partnerships, associations, participation or financial interests
relating to such business, receive any sums due and belonging to the Company,
give a valid receipt therefor, make and authorise any withdrawals, transfers and
disposition of funds, income, debts receivable or securities belonging to the
Company.

      The Board may take on lease, acquire, dispose of and exchange any
immovable property and movable property necessary for its. operations, lend or
borrow on short or long term, even by way of the issue of debentures, with or
without guarantee, assume any surety undertakings, constitute and accept any
mortgage guarantee and otherwise, with or without stipulation of a similar
procedure, waive any preferential rights, mortgage rights, avoidance actions and
real rights in general; waive, with or without payment, any preferential
mortgages or entries, as well as in respect of any orders, registrations,
distraints, attachments and other encumbrances whatsoever; discharge all
official registrations, all of which with or without payment.

      The Board shall represent the Company VIS-A-VIS third parties, authorities
and governments and exercise any actions, both as plaintiff and as defendant,
before any courts, obtain any judgments, decrees, decisions, awards and proceed
therewith to execution, acquiesce, compound and compromise, in any event, in
respect of any corporate interests.

      ARTICLE 19: The Board of Directors may delegate all or part of its powers,
including the power to represent the Company in its daily business, either to an
executive committee, whether formed from among its own members or not, or to one
or more Directors, managers or other agents, who need not be shareholders in the
Company. The Board shall decide the powers and remuneration attached to any such
delegation of authority.

      If authority is delegated to a member of the Board for day-to-day
management, the prior consent of the general meeting of shareholders is
required. Any Director designated as the Managing Director of the Company shall
be given all necessary powers as are required for purposes of the daily business
and affairs of the Company.

      The Board may also confer any special powers upon one or more attorneys of
its choice.

      ARTICLE 20: Without prejudice to the performance of the duties delegated,
any transaction which binds the Company must, to be valid, be signed by either
the Chairman,

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the Managing Director (if there is one) or by two Directors. These signatories
shall not be required to prove to third parties that they hold the powers under
which they are acting.

      ARTICLE 21: No contract or other transaction between the Company and any
other corporation or entity shall be affected or invalidated by the fact that
any one or more of the Directors or officers of the Company is interested in or
is a Director or employee of such other corporation or entity. Any Director or
officer of the Company who serves as director, officer or employee of any
corporation or entity with which the Company shall contract or otherwise engage
in business shall not by reason of such affiliation with such other corporation
or entity be prevented from considering and voting or acting upon any matters
with respect to such contracts or other business.

      All transactions, deeds and acts between the Company and any shareholder,
or with any company which is directly or indirectly controlled by a shareholder,
or in which a shareholder has a direct or indirect interest in or a commercial
relationship with, shall be carried out on an arm's length basis.

      ARTICLE 22:  Subject to the exceptions and limitations listed below:

      (i)   Every person who is, or has been, a Director or officer of the
            Company shall be indemnified by the Company to the fullest extent
            permitted by law against liability and against all expenses
            reasonably incurred or paid by him in connection with any claim,
            action, suit or proceeding in which he becomes involved as a party
            or otherwise by virtue of his being or having been such Director or
            officer and against amounts paid or incurred by him in the
            settlement thereof.

      (ii)  The words "claim", "action", "suit" or "proceeding" shall apply to
            all claims, actions, suits or proceedings (civil, criminal or
            otherwise, including appeals), actual or threatened and the words
            "liability" and "expenses" shall include without limitation
            attorney's fees, costs, judgements, amounts paid in settlement and
            other liabilities.

      No indemnification shall be provided to any Director or officer:

      (i)   Against any liability to the Company or its shareholders by reason
            of willful misfeasance, bad faith, gross negligence or reckless
            disregard of the duties involved in the conduct of his office;

      (ii)  With respect to any matter as to which he shall have been finally
            adjudicated to have acted in bad faith and not in the interest of
            the Company; or

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      (iii) In the event of a settlement, unless the settlement has been
            approved by a Court of competent jurisdiction or by the Board of
            Directors of the Company.

      The right of indemnification herein provided shall be severable, shall not
affect any other rights to which any Director or officer of the Company may now
or hereafter be entitled, shall continue as to a person who has ceased to be
such Director or officer of the Company and shall inure to the benefit of the
heirs, executors and administrators of such person. Nothing contained herein
shall affect any rights to indemnification to which corporate personnel,
including Directors and officers, may be entitled by contract or otherwise under
law.

      Expenses in connection with the preparation and representation of a
defense of any claim, action, suit or proceeding of the character described in
this Article 22 may be advanced by the Company prior to final disposition
thereof upon receipt of any undertaking by or on behalf of the officer or
Director, to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Article 22.

      ARTICLE 23: The general meeting may allot to the Directors and the
Statutory Auditors fixed or proportional emoluments and Directors' fees which
shall, if they arise, be entered in the books under the heading of general
expenses.

CHAPTER 4.  GENERAL MEETING

      ARTICLE 24: The general meeting properly constituted represents the whole
body of shareholders. Its decisions are binding on shareholders who are absent,
opposed or abstaining from voting.

      The general meeting has the broadest powers to do or ratify all acts which
concern the Company.

      ARTICLE 25: The annual general meeting shall IPSO facto convene in the
municipality of the registered office on the third Thursday in April. Should
this be a holiday, the meeting will take place on the first working day
following, at the same time.

      The annual general meeting will hear the statement of the Board of
Directors and the Statutory Auditors, vote on the adoption of such report and
the accounts and on the distribution of profits, proceed to make all nominations
required by the Articles of Incorporation, act on the discharge of the Directors
and the Statutory Auditors, and take such further action on other matters that
may properly come before such meeting.

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      Any other general meetings shall be held either at the registered office
or at any other place stated in the convening notice made by the Board of
Directors.

      ARTICLE 26: The Board of Directors shall be responsible for calling both
ordinary and extraordinary general meetings.

      The Board shall be obligated to call a general meeting, to be held within
thirty (30) days after receipt of such request, whenever a group of shareholders
representing at least one-fifth of the issued and outstanding shares entitled to
vote thereat requests such a meeting in writing indicating the agenda thereof.
General meetings may also be called by the Chairman or any two Directors.

      ARTICLE 27: Ordinary general meetings shall be chaired by the Chairman or,
in his absence, by a Director or other person appointed by the Board.

      The agenda of ordinary general meetings shall be prepared by the Board.
The agenda must be set forth in the convening notice for the meeting and no
point not appearing on the agenda may be considered, including the dismissal and
appointment of Directors or the Statutory Auditors.

      The participants in the meeting may, if they deem fit, choose from their
own number, two scrutineers. The other members of the Board of Directors present
will complete the bureau of the meeting. A record will be taken of those
shareholders present and represented, which will be certified as correct by the
bureau.

      Annual general meetings or extraordinary general meetings shall only be
validly constituted and may only validly deliberate by complying with applicable
legal provisions.

      Notices for general meetings shall be given by mail, first class, postage
prepaid, to all holders of Common Shares and Class B Shares, sent to the address
recorded in the Register(s) , and posted not later than twenty (20) days before
the date set for the meeting. Notices shall be deemed to be given when deposited
in the mail as aforesaid.

      General meetings, both ordinary and extraordinary, may convene and their
discussions shall be valid, even if no previous notice of meeting has been
given, on any occasion when all the shareholders entitled to vote thereat shall
be present or represented and agree to discuss the matters shown in the agenda.

      A shareholder may be represented at a general meeting by a proxy who need
not be a shareholder. Written proxies for any general meeting of shareholders
shall be deposited


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with the Company at its registered office or with any Director at least five (5)
days before the date set for the meeting.

      During meetings, each member of the meeting shall have as many votes as
the number of Common Shares or Class B Shares that he represents, both in his
name and as proxy.

      ARTICLE 28: The Board of Directors may close the Register(s) of
Shareholders of the Company for a period not exceeding sixty (60) days preceding
the date of any meeting of shareholders or the date for payment of any dividend
or the date for the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect, or for a period of not
exceeding sixty (60) days in connection with obtaining the consent of
shareholders for any purpose.

      In lieu of closing the Registers of Shareholders as aforesaid, the Board
of Directors may fix in advance a date, not exceeding sixty (60) days preceding
the date of any meeting of shareholders or the date for the payment of any
dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of shares shall go into effect, or may fix a date in
connection with obtaining any consent of shareholders, as a record date for the
determination of the shareholders entitled to notice and to vote at any such
meeting or any adjournment thereof, or to receive payment of any such dividend,
or to receive any such allotment of rights, or to exercise the rights in respect
of any such change, conversion or exchange of shares or to give such consent.

      Only such shareholders as shall be shareholders of record at the close of
business on the date of such closing of the Registers of Shareholders or on such
record date shall be entitled to notice of and to vote at such meeting and any
adjournment thereof, or to receive payment of such dividend, or to give such
allotment of rights, or to exercise such rights or to give such consent, as the
case may be, notwithstanding any transfer of any shares on the register of the
Company after any such closing or record date.

      Notwithstanding the provisions of the foregoing paragraph of this Article
28, the closing of the Register(s) of Shareholders and/or fixing of a record
date in respect of determination of shareholders entitled to vote at any such
meeting and any adjournment thereof shall be in conformity with the requirements
of any exchange(s) on which the Common Shares or Class B Shares of the Company
may be listed.

      Any shareholder who is not a natural person may give a power of attorney
to an authorised agent duly authorised for this purpose.

CHAPTER 5. TRADING YEAR, ANNUAL REPORT, DISTRIBUTION OF PROFITS AND THE RESERVES

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      ARTICLE 29: The Company's financial year shall begin on the first day of
December and end on the 30th day of November in each year.

      As an exception to the above, the first financial year shall begin on the
day of the date hereof and end on the 30th day of November, 1993.

      ARTICLE 30: Each year, and for the first time as of and for the financial
year ended on the 30th day of November, 1993, the Board of Directors shall
prepare a balance sheet of assets and liabilities and a profit and loss account.
The necessary amortisations must be made.

      The Board of Directors report shall be annexed to such balance sheet and
profit and loss account and these reports and documents shall contain the
details required by the law applicable to the Company. A copy of all such
documents shall be forwarded, at least twenty (20) days before the date fixed
for the general meeting to which they are to be submitted, to all shareholders.

      ARTICLE 31: The favorable surplus on the balance sheet, after deduction of
general and operational expenses, corporate charges and necessary amortisation,
shall be the profit of the Company.

      The net profit thus arrived at, shall be subject to a deduction of five
(5) percent, to be allocated to a legal reserve fund; this deduction will cease
to be obligatory when the reserve fund reaches one-tenth of the issued stated
share capital. Any paid-in surplus may be allocated to the legal reserve or may
be applied towards the payment of dividends on Common Shares and Class B Shares
or to offset capital losses (whether realised or unrealised) or to capitalise
the par value of any free Common Shares or Class B Shares.

      The allocation of the balance of the profit shall be determined annually
by the ordinary general meeting on the basis of recommendations made by the
Board of Directors.

      This allocation may include the distribution of dividends, of bonus shares
or of subscription rights, the creation or maintenance of reserve funds,
contingency provisions, and also carrying the balance forward to the account for
the next financial year.

      Dividends which may be allocated shall be paid at the places and on the
dates decided by the Board of Directors. Common Shares and Class B Shares shall
participate in annual dividends, if any are declared by the Company, provided
that, in the case of cash or property dividends, each Class B Share shall
receive U.S. $0.005 per share for each U.S. $0.01 per share in cash or value
paid on each Common Shares. No dividend, in


                                                                              14
<PAGE>

cash or property, may be paid separately on either class of shares. If share
dividends are declared, holders of Common Shares will receive Common Shares and
holders of Class B Shares will received Class B Shares.

      The General Meeting may authorise the Board of Directors to pay dividends
in any other currency from that in which the balance sheet is drawn up and make
to a final decision on the exchange rate of the dividend into the currency in
which payment will actually be made.

      The Board of Directors may also under the conditions laid down by law pay
interim dividends in cash or in kind (including by way of free shares).

      ARTICLE 32: The general meeting shall hear the reports of the Board of
Directors and the Statutory Auditors and shall discuss the balance sheet.

      After the balance sheet has been approved, the general meeting shall take
a special vote on the discharge of the Directors and Auditors. This discharge is
only valid if the balance sheet contains no omission or false declaration which
conceals or misrepresents the true situation of the Company, and as to acts made
ULTRA VIRES the Articles of Incorporation or the law, only if such acts have
been specificallypointed out in the convening notice.

CHAPTER 6.   DISSOLUTION, WINDING UP

ARTICLE 33: At any time an extraordinary general meeting may, on the
recommendation of the Board of Directors, resolve upon the liquidation and
winding up of the Company. In such an event, the extraordinary general meeting
shall decide upon the method of liquidation and nominate one or more liquidators
whose task shall be to realise all movable and immovable assets of the Company
and to extinguish all liabilities. It shall, after the discharge and
satisfaction of all liabilities, set aside from the net assets resulting from
liquidation the sum needed to reimburse the amount of the shares paid up and
unredeemed. Once all debts, charges and liquidation expenses have been met, any
balance resulting shall be paid to the holders of Common Shares and Class B
Shares, provided that each Class B Share shall receive U.S. $0.005 per share for
each U.S. $0.01 per share in cash or value paid to each Common Share.

CHAPTER 7.  RESTRICTION ON CERTAIN SHAREHOLDINGS

      ARTICLE 34:

                                                                              15
<PAGE>

      (a) In recognition of the fact that certain shareholdings may threaten the
Company with Imminent and Grave Damage (as defined hereinafter), including but
not limited to that arising from adverse tax consequences, a hostile takeover
attempt or adverse governmental sanctions, the following restrictions shall
apply to all persons who become Shareholders on or after March 10, 1993:

      o     no Person shall own, directly or indirectly, more than 20% of the
            outstanding Shares unless such ownership shall have been approved in
            advance by the Board of Directors;

      o     no U.S. Person (as defined hereinafter) shall own, directly or
            indirectly, more than 9.9% of the Shares; and

      o     all Shareholders of any single country may not own, directly or
            indirectly, more than 49.9% of the Shares, in the aggregate.

      In addition, the Board of Directors may, in its sole discretion, further
restrict, reduce or prevent the ownership of Common Shares and Class B Shares by
any Person or by one or more Persons of a given nationality and/or domiciled in
a given country, if it appears to the Board that such ownership may threaten the
Company with Imminent and Grave Damage.

      (b) For the purposes of implementing and enforcing the terms hereof the
Board of Directors may, and may instruct any Director, officer or employee of
the Company, to do any one or more of the following to the extent deemed
appropriate:

      (i)   decline to issue any shares and decline to register any transfer of
            shares where it appears to it that such registration or transfer
            would or might result in beneficial ownership of such shares by a
            Person who is precluded from holding shares or acquiring additional
            shares in the Company;

      (ii)  at anytime require any Person whose name is entered in, or any
            Person seeking to register the transfer of shares on, the
            Register(s) of Shareholders to furnish it with any information,
            supported by affidavit, which it may consider necessary for the
            purpose of determining whether or not beneficial ownership of such
            shareholder's shares rests or will rest in a Person who is precluded
            from holding shares or a proportion of the capital of the Company;

      (iii) where it appears to the Board that any person who is precluded in
            whole or in part from holding shares in the Company, either alone or

                                                                              16
<PAGE>

            in conjunction with any other Person, is a beneficial owner of
            shares in excess of the amount such Person is permitted to hold,
            compulsorily purchase from any such shareholder or shareholders any
            or all shares held by such shareholder as the Board may deem
            necessary or advisable in order to satisfy the terms of these
            Articles of Incorporation; and

      (iv)  decline to accept the vote of any Person who is precluded from
            holding shares in the Company at any meeting of shareholders of the
            Company in respect of the shares which he is precluded from holding.

      (c) Any purchase pursuant to subsection (b) above shall be effected in the
following manner:

      (i)   The Company shall serve a notice (hereinafter called a "Purchase
            Notice") upon the shareholder or shareholders appearing in the
            Register(s) of Shareholders as the owner of the shares to be
            purchased, specifying the shares to be purchased as aforesaid, the
            price to be paid for such shares, and the place at which the
            purchase price in respect for such shares is payable. Any such
            notice may be served upon such shareholder or shareholders by
            posting the same in a prepaid registered envelope addressed to each
            such shareholder at his latest address known to or appearing in the
            books of the Company. The said shareholders shall thereupon
            forthwith be obliged to deliver to the Company the share certificate
            or certificates representing the shares specified in the Purchase
            Notice. Immediately after the close of business on the date
            specified in the Purchase Notice, each such shareholder shall cease
            to be the owner of the shares specified in such notice and his name
            shall be removed from the Company's Register of Shareholders.

      (ii)  The price at which the shares specified in any Purchase Notice shall
            be purchased (herein called the "purchase price") shall be an amount
            equal to the lesser of (A) the aggregate amount paid for the shares
            (if acquired within the preceding twelve months from the date of any
            such Purchase Notice) or (B) in case the shares of the Company shall
            be listed on any exchange or otherwise quoted in any market
            (including, but not limited to, the National Association of
            Securities Dealers Automated Quotation System in the United States),
            the last price quoted for the shares on the business day immediately
            preceding the day on which the notice is served, or if the shares
            shall

                                                                              17
<PAGE>

            not be so listed or quoted, the book value per share determined by
            the auditors of the Company for the time being on the date as of
            which a balance sheet was most recently prepared prior to the day of
            service of the Purchase Notice; provided, however, that the Board
            may cause the amount calculated under clause (B) hereof to be paid
            in situations where clause (A) would otherwise apply and would
            result in a lower purchase price if the Board determines that
            inequities would otherwise result after taking into account the
            following as to any such shareholder so affected: (1) length of time
            the affected shares were held; (2) the number of shares so affected;
            (3) whether such shareholdings would have resulted in Imminent and
            Grave Damage to the Company and the circumstances relating thereto;
            and (4) any other situations or circumstances which the Board may
            legally consider in making such a determination.

      (iii) Payment of the purchase price will be made to the owner of such
            shares in U.S. Dollars except during periods of U.S. Dollar exchange
            restrictions (in which case the currency of payment shall be at the
            Board's discretion) and will be deposited by the Company with a bank
            in Luxembourg, the United States or elsewhere (as specified in the
            Purchase Notice) for payment to such owner upon surrender of the
            share certificate or certificates representing the shares specified
            in such notice. Upon deposit of such price as aforesaid, no Person
            interested in the shares specified in such Purchase Notice shall
            have any further interest in such shares or any of them, or any
            claim against the Company or its assets in respect thereof, except
            the right of the shareholder appearing as the owner thereof to
            receive the price so deposited (without interest) from such bank
            upon effective surrender of the share certificate or certificates as
            aforesaid.

      (d) For the purposes of this Article 34, any Person holding shares in its
name solely as depositary or nominee in the ordinary course of its business and
without any beneficial interest therein shall not be deemed to be a holder of
such shares, provided such depositary shall disclose the name and particulars of
the beneficial owner of such shares immediately upon request by the Company.

CHAPTER 8.  DEFINITIONS

      ARTICLE 35:  For the purpose of these Articles of Incorporation:

                                                                              18
<PAGE>

      (a) An "Affiliate" of, or a Person "affiliated" with, a specified Person,
is a Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified.

       (b) The term "Associate" used to indicate a relationship with any Person,
means (i) any corporation or Organisation (other than the Company or a
subsidiary of the Company) of which such Person is an officer or partner or is,
directly or indirectly, the beneficial owner of ten (10) percent or more of any
class of equity securities, (ii) any trust or other estate in which such Person
serves as, trustee or in a similar fiduciary capacity, and (3) any relative or
spouse of such Person, or any relative of such spouse, who has the same home as
such Person or who is a director or officer of the Company or any of its parents
or subsidiaries.

      (c) "Imminent and Grave Damage" shall have the meaning given thereto under
the Luxembourg Company Law of August 10, 1915, as amended.

      (d) "Person" means any individual, firm, corporation or other entity, and
shall include any Affiliate or Associate of such Person and any Group comprised
of any Person and any other Person with whom such Person or any Affiliate or
Associate of such Person has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of Shares.

      (e) "Subsidiary" means any corporation with respect to which the Company
beneficially owns securities that represent a majority of the votes that all
holders of securities of such corporation can cast with respect to elections of
directors.

      (f) "U.S. Person" means (a) an individual who is a citizen or resident of
the United States; (b) a corporation, partnership, association or other entity
organised or created under the laws of the United States or any state or
subdivision thereof; (c) an estate or trust subject to United States federal
income tax without regard to the source of its income; (d) any corporation or
partnership organised or created under the laws of any jurisdiction outside of
the United States if any of its shareholders or partners are, directly or
indirectly, U.S. Persons as defined under clauses (a) through (c) above; (e) any
trust or estate, the income of which from sources without the United States
which is not effectively connected with the conduct of a trade or business
within the United States is not inclusive in gross income for United States
Federal income tax purposes, with respect to which there is a beneficiary which
is a U.S. Person as defined under clauses (a) through (c) above; or (f) any
corporation organised or created under the laws of any jurisdiction outside the
United States, any of the outstanding capital stock of which is subject to an
option to acquire such stock held directly by a U.S. Person as defined in
clauses (a) through (c) above, and "United States" and "U.S." means the United
States of America, its territories, possessions and areas subject to its
jurisdiction.

                                                                              19
<PAGE>

      (g) References to "dollars", "U.S. dollars" or to "cents" shall mean the
currency of the United States of America.

      (h) References to "free" shares, whether Common Shares or Class B Shares,
shall be to shares issued pursuant to the terms hereof without cash
consideration, e.g., in the case of share dividends

CHAPTER 9.  MISCELLANEOUS

      ARTICLE 36: In any case not governed by these Articles of Incorporation,
ordinary and extraordinary general meetings of the shareholders of the Company
shall be governed by the Luxembourg Company Law of August 10, 1915, as amended.

      In the event that any one or more provisions contained in these Articles
of Incorporation shall, for any reason, be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of these Articles, and the Articles shall
be construed as if such invalid, illegal or unenforceable provision were not
contained herein.

      ARTICLE 37: In the event that Stolt-Nielsen Transportation Group Ltd. (or
any entity controlling, controlled by or under common control with said
Stolt-Nielsen Transportation Group Ltd.) no longer owns at least thirty-three
and one-third percent (33 1/3%) of the Common Shares of the Company, the Company
shall, if requested by said Stolt-Nielsen Transportation Group Ltd., immediately
take steps to change its corporate name (and any service mark(s)) so that the
word "Stolt" no longer forms a part thereof.

CHAPTER 10. TRANSITIONAL PROVISIONS IN RESPECT OF CLASS A SHARES

      ARTICLE 38: Class A Shares are non-voting shares and, except as set forth
below in this Article 38, shall be entitled to only those rights as are granted
by applicable law.

      The holders of any issued Class A Shares shall be entitled to any notice
of general meeting in accordance with the provisions of Article 27, paragraph
three hereof.

      In the event of issuance of Class A Shares, at the time of payment of any
dividends, the priorities of payment of dividends set forth in Article 31,
paragraph four hereof, shall be modified to read, and shall be construed, as
follows:

      o     ten percent (10%) of the par value thereof (i.e. U.S. $2.00 per
            share) to Class A Shares as a preferred dividend;

                                                                              20
<PAGE>

      o     U.S. $0.20 per share to Common Shares and U.S. $0.10 per share to
            Class B Shares; and

      o     thereafter, each Class B Shares shall receive an amount equal to
            one-half the cash or value paid on each Common Share and Class A
            Share.

      In the event of issuance of Class A Shares, at the time of a liquidation
of the Company, the priorities set forth in Article 33, first paragraph, shall
be modified to read, and shall be construed, as:

      o     Class A Shares to the extent, if any, of accrued, unpaid and
            preferred dividends on such shares, and thereafter ratably to the
            full aggregate issuance price thereof;

      o     Common Shares and Class B Shares ratably to the extent of the par
            value thereof (i.e. U.S. $2.00 per share);

      o     Common Shares and Class B Shares ratably to the full aggregate issue
            price thereof; and

      o     thereafter, all remaining assets of the Company are paid to the
            holders of Common Shares, Class B Shares and Class A Shares,
            provided that each Class B Share shall receive an amount per share
            equal to one-half the cash or value paid to each Common Share and
            Class A Shares.

      This Article 38 and all of the rights granted to the Class A Shares
hereunder shall expire, without any further action of the Company, on December
31, 2010.

      These articles of incorporation are worded in English followed by a French
translation and in case of any divergence between the English and the French
text, the English text shall prevail.

                           FOLLOWS THE FRENCH VERSION:


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