Stolt Offshore to Elect New Directors

Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO), intends to elect Mr. Trond O. Westlie and Mr. George H. Doremus to the Board of Directors at the extraordinary general meeting on June 30, 2004 at 1400 local time, at the offices of Services Generaux de Gestion S.A., 23, avenue Monterey, L-2086 Luxembourg, at which shareholders will be asked to vote these candidates onto the Board. These new appointments will increase the number of Directors to nine. Information for the EGM will be posted to shareholders during the week commencing June 7, 2004.

Mr. Westlie brings significant financial experience serving most recently as Group Executive Vice President and Chief Financial Officer of Aker Kvaerner ASA, from 2002 to 2004, one of Norway's largest engineering and construction companies. Prior management positions include Executive Vice President and Chief Financial Officer of Aker Maritime ASA. Mr. Westlie is a State Authorized Public Auditor and a former audit manager with KPMG and has served on numerous corporate boards.

Mr. George Doremus has extensive management experience currently serving as CEO of Gulf Energy Technologies Inc. and Erie Power Technologies/Keystone Energies. Previous management positions in the oil and gas sector include Executive Vice President, Oil and Gas Process International with Aker Kvaerner ASA and Vice President and Manager of Eastern Hemisphere Projects and Middle East Operations at Parsons Corporation.

Jacob Stolt-Nielsen, Chairman of Stolt Offshore S.A., said, "These appointments bring significant additional oil and gas industry and financial expertise to the Board. I am confident that both Mr. Westlie and Mr. Doremus will provide valuable contributions to the Board in determining the future course of Stolt Offshore."