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                                                                   EXHIBIT 2.3



                                    E T U D E

                                       D E



                                ME PAUL FRIEDERS

                                  N O T A I R E

                                        A

                               L U X E M B O U R G



                             STOLT COMEX SEAWAY S.A.

                            ARTICLES OF INCORPORATION

                       RESTATED EFFECTIVE DECEMBER 31,1998

                     (CERTIFIED BY NOTARY FEBRUARY 17, 1999)

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                             STOLT COMEX SEAWAY S.A.

                                 SOCIETE ANONYME

                          LUXEMBOURG, 11, RUE ALDRINGEN

                             RC LUXEMBOURG B 43 172

                          -----------------------------

                  Constituee suivant acte recu par Maitre Paul FRIEDERS, notaire
de residence a Luxembourg, en date du 10 mars 1993, publie au Recueil Special du
Memorial C, numero 190 du 28 avril 1993.

                  Les statuts ont ete modifies suivant actes recus par ledit
notaire Paul FRIEDERS, en date du 28 avril 1993, publie au Recueil Special du
Memorial C, numero 300 du 22 juin 1993, en date du 27 juillet 1994, publie au
Recueil Special du Memorial C, numero 491 du 29 novembre 1994, en date des 25 et
26 fevrier 1997, publies au Recueil Special du Memorial C, numero 305 du 18 juin
1997, en date du 2 mai 1997, publie au Recueil Special du Memorial C, numero 418
du ler aout 1997, en date du 13 juin 1997, publie au Recueil Special du Memorial
C, numero 524 du 25 septembre 1997, en date du 29 juillet 1997, publie au
Recueil Special du Memorial C, numero 650 du 21 novembre 1997, en date du 10
novembre 1997, publie au Recueil Special du Memorial C, numero 112 du 20 fevrier
1998, en date du 20 novembre 1997, publie au Recueil Special du Memorial C,
numero 173 du 24 mars 1998, en date du 16 decembre 1997, publie au Recueil
Special du Memorial C, numero 246 du 16 avril 1998 et en date du 18 fevrier
1998, publie au Recueil Special du Memorial C, numero 379 du 26 mai 1998,
suivant deux actes recus en date du 16 avril 1998, publies au Memorial C, numero
529 du 20 juillet 1998, suivant actes recus en date du 11 juin 1998, publie
Memorial C, numero 674 du 21 septembre 1998, en date du 30 juillet 1998, publie
au Memorial C, numero 767 du 22 octobre 1998, en date du 23 novembre 1998,
publie au Memorial C, numero __ du _________ et en date du 31 decembre 1998,
publie au Memorial C, numero __ du _________________.

                  ---------------------------------------------

                               STATUTS COORDONNES

                  ---------------------------------------------

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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 COMEX SEAWAY 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 centres, 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 sub-sea 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 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
moneys 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.

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CHAPTER 2.  CAPITAL, SHARES, BOND-ISSUES

                  ARTICLE 5:

                  The authorized capital of the Company is fixed at Two Hundred
and Seventy-Two Million United States Dollars (U.S. $272,000,000) to be
represented by (a) Sixty-Eight Million (68,000,000) non-voting Class A Shares,
par value U.S. $2.00 per share, Thirty-Four Million (34,000,000) Common Shares,
par value U.S. $2.00 per share and (c) Thirty-Four Million (34,000,000) Class B
Shares, par value U.S. $2.00 per share. Any authorized but unissued Common
Shares or Class A Shares shall lapse five (5) years after publication of the
resolution of the Shareholders meeting of June 11, 1998 in the Memorial.

                  The issued capital of the Company is set at One Hundred and
Fifty-Two Million Eighty Thousand One Hundred and Eighty United States Dollars
(U.S. $152,808,180) represented by (a) Nineteen Million Six Hundred and
Seventy-Nine Thousand Eight Hundred and Sixty-Three (19,679,863) non voting
Class A Shares, par value two United States Dollars (U.S. $2.00) per share, (b)
Twenty-Two Million Three Hundred and Sixty Thousand Two Hundred and Twenty-Seven
(22,360,227) Common Shares, par value two United States Dollars (U.S. $2.00) per
share and (c) 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 authorised shares at
such times and on such terms and conditions, including issue price, as the Board
or its delegate(s) 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 Class A Shares shall be entitled to preemptive rights in respect of
any future issue of Class A 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 authorized Common Shares, Class B Shares or Class A Shares and accepted
payment therefore, this Article shall be 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 delegate(s).

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

                  ARTICLE 7: Common Shares, Class B Shares and Class A 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 restriction on shareholdings
set forth in Article 34 hereof.


                                       -2-
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                  ARTICLE 8: The Common Shares, Class B Shares and Class A
Shares (all three classes herein sometimes collectively referred to as the
"Shares," and the Common Shares and Class B Shares herein sometimes jointly
referred to as the "Voting Shares") shall be issued in registered form only.

                  Share certificates or other evidence of ownership will be
issued for Shares in such denomination 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 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 jurisdiction
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

                                      -3-

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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
non-existent, 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.

                  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.

                  Class A Shares are non-voting shares and shall not be entitled
to vote at meetings of Shareholders unless such right is granted by applicable
law. In such cases where the Class A Shares are granted the right to vote, each
Class A Share shall also be entitled to one vote. The Class A Shares will in
such a case vote with the Common Shares and Class B Shares as one class, unless
applicable law would call for a class vote. For the avoidance of doubt, it is
specified that the Class A Shares will not, under the provisions of the Articles
of Incorporation, meet and vote as a class, unless the holders of Class A Shares
are called upon to vote on amendments affecting adversely the rights attaching
to the Class A Shares.

                  Furthermore, for so long as Stolt Parcel Tankers Inc. (or any
entity controlling, controlled by or under common control with said Stolt Parcel
Tankers Inc.) 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 shall also require (x) the simple
majority vote of those Common Shares not so owned by Stolt Parcel Tankers Inc.
and (y) when the meeting is first convened, a quorum of 50% of the then
outstanding Common Shares not so owned by Stolt Parcel Tankers Inc. 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 Parcel
Tankers Inc. (or any entity controlling, controlled by or

                                      -4-

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under common control with said Stolt Parcel Tankers Inc.), 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 Parcel Tankers Inc. (or any entity controlling, controlled by
or under common control with said Stolt Parcel Tankers Inc.), 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.

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

                  If any Share 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 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.

                                      -5-

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                  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 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, of 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.

                                      -6-

<PAGE>


                  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 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 or 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 be 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.

                  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

                                      -7-

<PAGE>


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, 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

                                      -8-

<PAGE>


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 liste
                               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

                  (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

                                      -9-

<PAGE>


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 second Wednesday in
the month of June at 3:00 p.m. and for the first time in 1994. 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.

                  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

                                      -10-

<PAGE>


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, Class B Shares and
Class A 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 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 (or in the case where
they are entitled to vote, the number of Class A 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

                                      -11-

<PAGE>


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 exchanges on which the Common Shares or Class B Shares (or
in the case where they are entitled to vote, the number of Class A 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

                  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

                                      -12-

<PAGE>


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, Class B Shares or Class A Shares or to offset
capital losses (whether realized or unrealized) or to capitalize the par value
of any free Common Shares, Class B Shares or Class A 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, Class B
Shares and Class A Shares shall participate in annual dividends, if any are
declared by the Company, in the following order of priority:

                    -    ten percent of the par value thereof (I.E., U.S. $0.20
                         per share) to Class A Shares as the preferred dividend;

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

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

                  Class A Shares being non-voting shares shall also be entitled
to such other priorities and preferences concerning accrued but unpaid dividends
for past years as shall be provided by applicable law.

                  With the exception of the cumulative preferred dividend of the
Class A Shares no dividend, in cash or property, may be paid separately on any
class of shares. If share dividends are declared, holders of Common Shares will
receive Common Shares, holders of Class B Shares will receive Class B Shares and
holders of Class A Shares will receive Class A 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.

                                      -13-

<PAGE>


                  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 specifically pointed 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. Any balance resulted shall be paid to the holders of Common Shares,
Class B Shares and Class A Shares in the following order of priority:

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

                    -    Common Shares and Class B Shares ratably to the extent
                         of the par value thereof (I.E., U.S. $2.00 per share);

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

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

                  Class A Shares being non-voting shares shall also be entitled
to such other priorities and preferences concerning liquidation as shall be
provided by applicable law.

CHAPTER 7. RESTRICTION ON CERTAIN SHAREHOLDINGS

                  ARTICLE 34:

                  (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, no U.S. Person (as
defined hereinafter) shall own, directly or indirectly, more than 9.9% of the
total Common Shares, Class B Shares and Class A Shares outstanding at

                                      -14-

<PAGE>


any particular time. The foregoing restriction shall apply to all Persons who
become shareholders after March 10, 1993.

                  In addition, the Board of Directors may, in its sole
discretion, further restrict, reduce or prevent the ownership of Common Shares,
Class B Shares and Class A 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 any time 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 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

                                      -15-

<PAGE>


          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 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.

                                      -16-

<PAGE>


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

                  (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 (iii) 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 Common Shares, Class B
         Shares or Class A 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.

                                      -17-

<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, Class
         B Shares or Class A Shares, shall be to shares issued pursuant to the
         terms hereof without cash consideration, e.g., in the case of share
         dividends.

CHAPTER 8.  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 Parcel Tankers Inc. (or
any entity controlling, controlled by or under common control with said Stolt
Parcel Tankers Inc.) 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 Parcel Tankers Inc., immediately take steps to change its
corporate name (and any service mark(s)) so that the word "Stolt" no longer
forms a part thereof.

                  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:

                                      -18-