Stolt Offshore To Settle Share Guarantee

Stolt Offshore S.A. announced that, as expected, Vinci, the owner of the 6.1 million Stolt Offshore Common shares issued as partial compensation in the ETPM acquisition in December 1999, has advised Stolt Offshore of its intention to sell all of its Stolt Offshore shares as permitted by the ETPM acquisition agreement. Stolt Offshore has in turn advised Vinci that Stolt Offshore will organize this sale. As advised in our November 26th 2001 press release, it is Stolt Offshore's intention to buy back these shares and to do so in the second quarter of this year. The transaction will be funded through the use of existing Stolt Offshore S.A. credit facilities and the sale of Common shares to Stolt Offshore S.A.'s parent company, Stolt-Nielsen. S.A., and/or other interested parties for up to $65 million.