As filed with the Securities and Exchange Commission on August 15, 2005
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                   FORM 20-F/A
                               (AMENDMENT NO. 2)

[ ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                                       OR
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended November 30, 2004
                                       OR
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from      to

                         Commission File Number 00-21742
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                               STOLT OFFSHORE S.A.
             (Exact name of Registrant as specified in its charter)

                                   LUXEMBOURG
                 (Jurisdiction of incorporation or organization)

                           c/o STOLT OFFSHORE M.S. LTD
                 Dolphin House, Windmill Road, Sunbury-on-Thames
                           Middlesex TW16 7HT England
                    (Address of principal executive offices)

               Securities registered or to be registered pursuant
                          to Section 12(b) of the Act:
                                      None

               Securities registered or to be registered pursuant
                          to Section 12(g) of the Act:
                         Common Shares, $2.00 par value

          Securities for which there is a reporting obligation pursuant
                          to Section 15(d) of the Act:
                                      None

     Indicate the number of outstanding shares of each of the issuer's classes
of capital or Common Stock as of the close of the period covered by the annual
report:

Common Shares, $2.00 par value................................       190,515,100
                                   -----------

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark which financial statement item the registrant has
elected to follow.

                           Item 17 [ ]     Item 18 [X]
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<PAGE>

                                EXPLANATORY NOTE

     This Form 20-F/A is being filed by Stolt Offshore S.A. ("Stolt Offshore")
as Amendment No. 2 to its Annual Report on Form 20-F for the fiscal year ended
November 30, 2004, filed with the Securities and Exchange Commission on May 31,
2005 (the "Form 20-F"), as amended by Amendment No. 1 to the Annual Report on
Form 20-F/A filed with the SEC on June 30, 2005, for the purpose of amending
Item 18. "Financial Statements" and Item 19. "Exhibits" of the Form 20-F to
include separate financial statements of Seaway Heavy Lifting Limited ("Seaway
Heavy Lifting Limited") for the fiscal year ended December 31, 2004, as required
by Rule 3-09 of Regulation S-X.

     This Form 20-F/A consists of a cover page, this explanatory note, Items 18
and 19 (as amended), the signature page and Exhibits 9.4, 12.1, 12.2, 13.1, 13.2
and 15.3.

     Other than as expressly set forth above, this Form 20-F/A does not, and
does not purport to, amend, update or restate the information in any other item
of the Form 20-F filed on May 31, 2005 or reflect any events that have occurred
after the Form 20-F was filed on May 31, 2005.

Item 18. Financial Statements.

     See pages F-1 to F-51 and S-1, which are incorporated herein by reference.

          Audited Consolidated Financial Statements of Stolt Offshore S.A.

          Report of Independent Registered Public Accounting Firm.

          Consolidated Statements of Operations for the fiscal years ended
          November 30, 2004, 2003 and 2002.

          Consolidated Balance Sheets as of November 30, 2004 and 2003.

          Consolidated Statements of Shareholders' Equity for the fiscal years
          ended November 30, 2004, 2003 and 2002.

          Consolidated Statements of Cash Flows for the fiscal years ended
          November 30, 2004, 2003 and 2002.

          Notes to Consolidated Financial Statements.

     Separate audited financial statements of EPIC JV for the fiscal year ended
November 30, 2004, attached as Exhibit 15.1 to our Annual Report on Form 20-F
for the fiscal year ended November 30, 2004 filed on May 31, 2005, have been
filed pursuant to Rule 3-09 of Regulation S-X and are incorporated herein by
reference.

     Separate audited financial statements of NKT Flexibles I/S for the fiscal
year ended December 31, 2004, attached as Exhibit 15.2 to Amendment No. 1 to our
Annual Report on Form 20-F/A filed on June 30, 2005, have been filed pursuant to
Rule 3-09 of Regulation S-X and are incorporated herein by reference.

     Separate audited financial statements of Seaway Heavy Lifting for the
fiscal year ended December 31, 2004, attached as Exhibit 15.3 to this Form
20-F/A, are being filed pursuant to Rule 3-09 of Regulation S-X and are
incorporated herein by reference.

     E.   Financial Statement Schedule
          Schedule II Valuation and Qualifying Accounts.
<PAGE>

Item 19. Exhibits.

     1.1  Amended and Restated Articles of Incorporation, dated as of May 28,
          2004.*
     2.1  Amended and Restated Deposit Agreement among Stolt Offshore, Citibank,
          N.A., as Depositary, and the holders and beneficial owners from time
          to time of American Depositary Shares. Incorporated by reference to
          Exhibit A to Stolt Offshore's Registration Statement on Form F-6 (File
          No. 333-90470) filed with the Securities and Exchange Commission on
          June 10, 2002.
     2.2  Form of Supplemental Agreement to Deposit Agreement by and among Stolt
          Offshore, Deutsche Bank Trust Company Americas, as successor
          depositary, and all holders and beneficial owners from time to time of
          American Depositary Shares evidenced by American Depositary Receipts
          issued thereunder. Incorporated by reference to exhibit 99.A2 to the
          Registrant's Registration Statement on Form F-6 (File No. 333-123139)
          filed with the Securities and Exchange Commission on March 4, 2005.
     2.3  Form of American Depositary Receipt (included in Exhibit 2.2).
     2.4  Form of Indenture for the issuance of senior debt securities
          (including the form of senior debt securities). Incorporated by
          reference to Exhibit 4.1 of Stolt Offshore's registration statement on
          Form S-3/A (Registration No. 333-86288), filed with the Securities and
          Exchange Commission on June 30, 2002.
     2.5  Form of Indenture for the issuance of senior debt securities
          (including the form of senior debt securities). Incorporated by
          reference to Exhibit 4.1 of Stolt Offshore's registration statement on
          Form S-3/A (Registration No. 333-86288), filed with the Securities and
          Exchange Commission on June 30, 2002.
     4.1  $350 Million Multicurrency Revolving Credit and Guarantee Facility,
          dated as of November 8, 2004, among Seaway (UK) Limited, as borrower,
          and DnB NOR Bank ASA, ING Bank N.V. and NIB Capital Bank N.V. as
          arrangers, DnB NOR Bank ASA, as facility agent and security trustee
          and the banks listed therein.*
     4.2  Asset Purchase Agreement, dated April 11, 2005, by and among Cal Dive
          International, Inc., as Buyer, and Stolt Offshore Inc. and S&H Diving
          LLC, as Sellers.*
     8.1  Significant subsidiaries as of the end of the year covered by this
          Report: see Item 4. "Information on the Company-Significant
          Subsidiaries."*
     9.1  Consent and report of Deloitte & Touche LLP, Independent Registered
          Public Accounting Firm.*
     9.2  Consent of Deloitte Statsautoriserte Revisorer AS, auditors for EPIC
          JV.*
     9.3  Consent of auditors for NKT Flexibles I/S.**
     9.4  Consent of auditors for Seaway Heavy Lifting.
     12.1 Certification of the principal executive officer required by Rule
          13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.
     12.2 Certification of the principal financial officer required by Rule
          13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002.
     13.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.***
     13.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.***
     14.1 Consent of Elvinger, Hoss & Prussen.*
     15.1 Financial Statements of EPIC JV.*
     15.2 Financial Statements of NKT Flexibles I/S.**
     15.3 Financial Statements of Seaway Heavy Lifting.

*    Previously filed with Stolt Offshore's Annual Report on Form 20-F on May
     31, 2005 and herein incorporated by reference.
**   Previously filed with Stolt Offshore's Amendment No. 1 to the Annual Report
     on Form 20-F/A on June 30, 2005 and herein incorporated by reference.
***  This document is being furnished in accordance with SEC Release Nos.
     33-8212 and 34-7551.
<PAGE>

                                   SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this Amendment No. 2 to its annual report on Form 20-F/A on its behalf.

                                   STOLT OFFSHORE S.A.

                                   By: /s/ Mark Woolveridge
                                      ------------------------------------------
                                      Name:  Mark Woolveridge
                                      Title:  Chairman of the Board of Directors

                                   By: /s/ Stuart Jackson
                                      ------------------------------------------
                                      Name:   Stuart Jackson
                                      Title:  Chief Financial Officer

Date:  August 15, 2005