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                                                                     Exhibit 1.1

                               STOLT OFFSHORE S.A.

                            ARTICLES OF INCORPORATION

                   (AS AMENDED AND RESTATED FEBRUARY 13, 2004)

CHAPTER 1.  NAME, REGISTERED OFFICE,OBJECTS, DURATION

Article 1: There is incorporated 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 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
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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 Four Hundred and
Sixty Million United States Dollars (U.S. $460,000,000) to be represented by (a)
Two Hundred and Thirty Million (230,000,000) Common 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 Articles of Incorporation,
or any amendment thereto, in the Memorial.

The issued capital of the Company is set at Two Hundred and Seventy-Seven
Million and Five Hundred and Twenty-Four Thousand and Four Hundred and Thirty
United States Dollars (U.S. $277,524,430) represented by One Hundred and
Thirty-Eight Million and Seven Hundred and Sixty-Two and Two Hundred and Fifteen
(138,762,215) Common 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 issue of Common Shares
for cash. The 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 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 delegates.

In addition to the authorized Common Shares set forth above, there shall also be
authorized one million five hundred thousand (1,500,000) Class A Shares, par
value 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 37 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 37 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 Articles of
Incorporation, or any amendment, in the Memorial, subject to extension up to the
final expiry date as provided in Article 37 hereof.

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

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Article 7: Common 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 33 hereof.

Article 8: The Common Shares shall be issued in registered form only.

Share certificates or other evidence of ownership will be issued for Common
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 Common 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 Common Shares in the Company shall be registered in the Register(s) of
Shareholders which shall be kept by the persons designated therefore by the
Company and such Register(s) of Shareholders shall contain the name of each
holder of Common Shares, his residence and/or elected domicile and the number of
Common Shares held by him and other information as may be required from time to
time by applicable law. Every transfer or devolution of Common 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 Common Shares entered therein and the
holders of Common 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 Common 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 Common Shares, new certificates or other evidence of ownership
in respect of Common Shares transferred and retained, respectively, shall be
issued in each case without charge to the holder thereof.

Transfers of Common Shares shall be effected upon delivery of the certificate or
certificates or other evidence of ownership representing such Common 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 therefore, in each case in such form and with such evidence
of authority as shall be satisfactory to the Company.

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Except as provided in Article 11 hereof, the Company may consider the Person in
whose name the Common Shares are registered in the Register(s) of Shareholders
as the full owner of such Common 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 Common Shares to be nonexistent, subject, however, to any right
which such person might have, to demand the registration or change in
registration of Common Shares.

In the event that a holder of Common 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 Common 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: Each Common Share is entitled to one vote at all meetings of
shareholders, except as may be otherwise provided in these Articles of
Incorporation and by applicable law.

Article 10: 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 11: The Common Shares shall be indivisible as far as the Company is
concerned. Only one titleholder will be recognised in connection with each
Common Share.

If any Common 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 Common 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 Common Share.

Article 12: 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.

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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 13: 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 13.

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 14: 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 15: 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.

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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 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 16: 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 17: 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
therefore, 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 action 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 18: 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 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 19: 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 20: 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

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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 arms-length basis.

Article 21:  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 proceedings 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, judgments, 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
21 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 21.

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Article 22: 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 23: 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 24: 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.

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 25: 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 26: 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.

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Notices for general meetings shall be given by mail, first class, postage
prepaid, to all holders of Common 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 that he represents, both in his name and as proxy.

Article 27: 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 27,
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 of the Company may be listed.

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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 28: 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 date
hereof and end on the 30th day of November, 1993.

Article 29: 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 30: 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 or to offset capital
losses (whether realised or unrealised) or to capitalise the par value of any
free Common 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 on Common Shares shall be paid at the places
and on the dates decided by the Board of Directors.

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).

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Article 31: 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 specifically pointed out in the convening notice.

CHAPTER 6.  DISSOLUTION, WINDING UP

Article 32: 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.

CHAPTER 7.  RESTRICTION ON CERTAIN SHAREHOLDINGS

Article 33:

(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:

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

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

- all Shareholders of any single country may not own, directly or indirectly,
more than 49.9% of the Common 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 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:

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(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 shareholder at is
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

                                      -13-
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(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 as sets 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 33, 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 34: 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 (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.

                                      -14-
<PAGE>

(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.

(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 shall be to Common Shares issued pursuant to the
terms hereof without cash consideration, e.g., in the case of share dividends.

CHAPTER 9.  MISCELLANEOUS

Article 35: 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 36: 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

                                      -15-
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Article 37: Class A Shares are non-voting shares and, except as set forth below
in this Article 37, 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 26, paragraph two
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 30,
paragraph four hereof, shall be modified to read, and shall be construed, as
follows:

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

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

- thereafter, Common Shares and Class A Shares shall participate equally in all
further amounts.

In the event of issuance of Class A Shares, at the time of a liquidation of the
Company, the priorities set forth in Article 32 shall be modified to read, and
shall be construed, as:

- 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;

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

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

- thereafter, Common Shares and Class A Shares shall participate equally in all
remaining assets.

This Article 37 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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