As  filed  with  the Securities and Exchange Commission
               on March 12, 1999.
                                                       Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.   20549
                                  __________
                                   FORM S-8
                             REGISTRATION STATEMENT
                                    under
                           THE SECURITIES ACT OF 1933
                                  __________
                             STOLT COMEX SEAWAY S.A.
           (Exact name of registrant as specified in its charter)
         LUXEMBOURG                                         NOT APPLICABLE
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

C/O STOLT COMEX SEAWAY M.S. LTD.
       BUCKSBURN HOUSE
         HOWES ROAD
          BUCKSBURN
     ABERDEEN, SCOTLAND                                        AB219RQ

  (Address of Registrant's                                    (Zip Code)
principal executive offices)

                  STOLT COMEX SEAWAY INC. 401(K) PROFIT SHARING PLAN
                               (Full title of the Plan)
                                  __________

                              ALAN B. WINSOR, ESQ
                 SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                               STOLT-NIELSEN INC.
                       8 SOUND SHORE DRIVE, P. O. BOX 2300
                          GREENWICH, CONNECTICUT  06836
                     (Name and address of agent for service)
                                (203) 625-3667
                     (Telephone number, including area code,
                             of agent for service)

                                    Copy to:
                               MARGARET F. MURPHY
                            JONES, WALKER, WAECHTER,
                      POITEVENT, CARRERE & DENEGRE, L.L.P.
                             201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100


<TABLE>
<CAPTION>
                                    Amount                    Proposed Maximum     Proposed Maximum            Amount of
 Title of Securities                 to be                     Offering Price         Aggregate              Registration
  to be Registered               Registered{(2)}                  Per Share        Offering Price                 Fee
<S>                                <C>                       <C>                      <C>                      <C>
Class A Shares                     500,000                   $6.34375{(3)}            $3,171,875{(3)}          $881.79
($2.00  par value per share)
represented by American
Depositary Shares{(1)}
Participation interests in the                                                                                 $   0
401(k) Profit Sharing Plan
</TABLE>

(1)A  separate  registration  statement  on  Form F-6 (No. 333-8848)  has  been
   declared  effective  with  respect  to  the  American   Depositary   Shares,
   represented  by  American Depositary Receipts, issuable on the basis of  one
   American Depositary Share for each Class A Share.
(2)Upon a stock split,  stock dividend or similar transaction in the future and
   during the effectiveness  of  this  Registration  Statement involving Common
   Stock of the Company, the number of shares registered shall be automatically
   increased  to  cover the additional shares in accordance  with  Rule  416(a)
   under the Securities Act of 1933.
(3 Estimated solely  for  the  purpose  of  calculating  the  registration  fee
  pursuant  to  Rule  457(c) and (h) under the Securities Act of 1933, based on
  the average of the high  and  low  price per share of the Common Stock on the
  Nasdaq Stock Market on March 9, 1999.




<PAGE>
                               PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Stolt Comex Seaway S.A.
(the  "Registrant")  with  the  Securities   and   Exchange   Commission  (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  The  Registrant's  Annual  Report  on Form 20-F for the fiscal  year
          ended November 30, 1997.

     (b)  The Registrant's Report on Form 6-K  filed  with  the  Commission on
          December 5, 1997;

     (c)  The  Registrant's  Report  on Form 6-K filed with the Commission  on
          February 24, 1998;

     (d)  The Registrant's Report on Form  6-K  filed  the Commission on March
          16, 1998;

     (e)  The Registrant's Report on Form 6-K for the fiscal  year ended April
          7, 1998;

     (f)  The Registrant's Report on Form 6-K filed with the Commission on May
          22, 1998;

     (g)  The  Registrant's  Report  on Form 6-K filed with the Commission  on
          July 21, 1998;

     (h)  The Registrant's Report on Form  6-K  filed  with  the Commission on
          October 16, 1998;

     (i)  The  Registrant's  Report  on Form 6-K filed with the Commission  on
          February 23, 1999; and

     (j)  The description of the Registrant's  Class A Shares contained in its
          registration statement on Form 8-A filed  with  the Commission under
          the  Exchange  Act on June 11, 1998 and all reports  filed  for  the
          purpose of updating that description.

     All reports filed by the Registrant or the Stolt Comex Seaway Inc. 401(k)
Profit Sharing Plan with the  Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent  to  the  date  of  this Registration
Statement  and  prior  to  the  filing  of  a  post-effective amendment  which
indicates that all securities offered have been  sold or which deregisters all
securities  then  remaining  unsold  shall,  except to  the  extent  otherwise
provided by Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this  Registration  Statement and to
be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant's  Articles of Incorporation provide that the  Registrant
shall indemnify any present  or  former  director  or  officers to the fullest
extent permitted by law against liability and all expenses reasonably incurred
or  paid  by  him  in  connection with any claim, action, suit  or  proceeding
(whether  civil,  criminal,   or  otherwise,  including  appeals),  actual  or
threatened, 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;  provided,  however,  that  the
Registrant is not obligated  to provide such indemnification or reimbursement;
(i) against any liability to the  Registrant  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 Registrant; or (iii) in the  event  of  a
settlement, unless the settlement  has  been  approved  by the court or by the
Board  of  Directors.   Such  indemnification  includes,  without  limitation,
attorneys' fees, costs, judgment, and amounts paid in settlement.

     In  each  case,  the  enforceability  of the Registrant's  obligation  to
indemnify, pay or reimburse a director or officer would be limited by the laws
of Luxembourg.  The Registrant has been advised  by  Elvinger, Hoss & Prussen,
its Luxembourg counsel, that under Luxembourg law indemnification of directors
and officers is a matter of contract, and that the Articles  of  Incorporation
would be enforceable as such as a contract.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4    Deposit  Agreement  dated  as of June 25, 1998 among the Registrant,
          Citibank, N.A., as depositary, and all holders and beneficial owners
          from time to time of American  Depositary Receipts issued thereunder
          (incorporated  by  reference from  Exhibit  A  to  the  Registrant's
          Registration Statement  on  Form  F-6  (No. 333-8848) filed with the
          Commission on May 29, 1998).

     5    In lieu of filing an opinion of counsel  as to compliance with ERISA
          or an Internal Revenue Service determination  letter that the 401(k)
          Profit Sharing Plan is qualified under Section  401  of the Internal
          Revenue Code, the undertaking permitted by Item 8.(b) of Form S-8 is
          included in Item 9.(d) of this Registration Statement.

     23.1 Consent of Arthur Andersen

     23.2 Consent of Elvinger, Hoss & Prussen


                                     II-11

<PAGE>
     24.1 Power of Attorney for Jacob Stolt-Nielsen, Jr.

     24.2 Power of Attorney for Christopher J. Wright

     24.3 Power of Attorney for J. Frithjof Skouveroe

     24.4 Power of Attorney for John P. Laborde

     24.5 Power of Attorney for Fernand Poimboeuf

     24.6 Power of Attorney for Mark Woolveridge

__________


ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales  are being
made, a post-effective amendment to this registration statement to include any
material  information  with respect to the plan of distribution not previously
disclosed  in the registration  statement  or  any  material  change  to  such
information in the registration statement.

          (2)   That,  for  the purpose of determining any liability under the
Securities Act of 1933, each  such post-effective amendment shall be deemed to
be a new registration statement  relating  to  the securities offered therein,
and the offering of such securities at that time  shall  be  deemed  to be the
initial bona fide offering thereof.

          (3)   To  remove  from  registration  by  means  of a post-effective
amendment any of the securities being registered which remain  unsold  at  the
termination of the offering.

     (b)  The  undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where  applicable,  each  filing  of  an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d) of the
Securities  Exchange  Act  of 1934) that is incorporated by reference  in  the
registration statement shall  be  deemed  to  be  a new registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial  bona  fide offering
thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under   the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons  of  the registrant pursuant to the provisions described in Item 6, or
otherwise, the  registrant  has  been  advised  that  in  the  opinion  of the
Securities  and  Exchange  Commission  such  indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that  a claim for indemnification against such  liabilities  (other  than  the
payment  by the registrant of expenses incurred or paid by a director, officer
or controlling  person  of  the  registrant  in  the successful defense of any
action,  suit  or  proceedings)  is  asserted  by  such director,  officer  or
controlling  person in connection with the securities  being  registered,  the
registrant will,  unless  in  the  opinion  of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a   court   of   appropriate
jurisdiction  the  question  of  whether such indemnification by it is against
public policy as expressed in the  Act  and  will  be  governed  by  the final
adjudication of such issue.

     (d)  The registrant will submit the Stolt Comex Seaway Inc. 401(k) Profit
Sharing  Plan,  as amended (the "Plan"), to the Internal Revenue Service  (the
"IRS") for qualification  under  Section 401 of the Internal Revenue Code in a
timely manner and will make all changes  required  by  the  IRS  in  order  to
qualify the Plan.



                                     II-22

<PAGE>
                                  SIGNATURES

      THE  REGISTRANT.   Pursuant  to the requirements of the Securities Act of
1933, the Registrant certifies that  it  has reasonable grounds to believe that
it meets all the requirements for filing on  Form  S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized, in the City of Houston, Texas, on this  10th  day  of  March,
1999.

                                          STOLT COMEX SEAWAY S.A.


                                          By:    /S/ BERNARD VOSSIER
                                                     Bernard Vossier
                                                 Chief Executive Officer

      Pursuant  to  the requirements of the Securities Act of 1933, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.

        SIGNATURE                       TITLE                         DATE

   /S/ BERNARD VOSSIER       Principal Executive Officer        March 10, 1999
     Bernard Vossier         and Chief Executive Officer


    /S/ PAUL FRIKSTAD       Principal Financial Officer and     March 10, 1999
      Paul Frikstad         Principal Accounting Officer


            *               Chairman of the Board of Directors  March 10, 1999
Jacob Stolt-Nielsen, Jr.


            *                  Deputy Chairman of the           March 10, 1999
  Christopher J. Wright          Board of Directors


            *                         Director                  March 10, 1999
  J. Frithjof Skouveroe


            *                         Director                  March 10, 1999
     John P. Laborde


            *                         Director                  March 10, 1999
    Fernand Poimboeuf


            *                         Director                  March 10, 1999
    Mark Woolveridge


*By: /S/ ALAN B. WINSOR
         Alan B. Winsor
         Attorney-in-Fact


                                S-11

<PAGE>

STOLT-NIELSEN INC.
   duly authorized representative in the
   United States of each foreign person
   signing this Registration Statement


By: /S/ ALAN B. WINSOR
Name:   Alan B. Winsor
Title:  Senior Vice President, Secretary
        and General Counsel


      THE PLAN.  Pursuant to the requirements of  the  Securities  Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas on March 10, 1999.


                                          STOLT COMEX SEAWAY INC.
                                          401(K) PROFIT SHARING PLAN



                                        By:    /S/ MARK A. WADDELL
                                        Title: Human Resources Director/Trustee
                                                 of Stolt Comex Seaway Inc.,
                                                   the Plan Administrator


                                S-22
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16040}]
{"company-data": {"conformed-name": "STOLT COMEX SEAWAY S A", "cik": "0000898685", "assigned-sic": "1389", "irs-number": "000000000", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74321", "film-number": "99564041"}, "business-address": {"street1": "C/O STOLT COMEX SEAWAY MS LTD", "street2": "BUCKSBURN HOUSE HOWES RD BUCKSBURN", "city": "ABERDEEN AB21 9RQ", "state": "L2", "zip": "00000"}, "mail-address": {"street1": "C/O STOLT COMEX SEAWAY M S LTD", "street2": "BUCKSBURN HOUSE HOWES ROAD BUCKSBURN", "city": "ABERDEEN AB21 9RQ SC", "state": "L2", "zip": "00000"}}
As  filed  with  the Securities and Exchange Commission
               on March 12, 1999.
                                                       Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.   20549
                                  __________
                                   FORM S-8
                             REGISTRATION STATEMENT
                                    under
                           THE SECURITIES ACT OF 1933
                                  __________
                             STOLT COMEX SEAWAY S.A.
           (Exact name of registrant as specified in its charter)
         LUXEMBOURG                                         NOT APPLICABLE
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                       Identification Number)

C/O STOLT COMEX SEAWAY M.S. LTD.
       BUCKSBURN HOUSE
         HOWES ROAD
          BUCKSBURN
     ABERDEEN, SCOTLAND                                        AB219RQ

  (Address of Registrant's                                    (Zip Code)
principal executive offices)

                  STOLT COMEX SEAWAY INC. 401(K) PROFIT SHARING PLAN
                               (Full title of the Plan)
                                  __________

                              ALAN B. WINSOR, ESQ
                 SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                               STOLT-NIELSEN INC.
                       8 SOUND SHORE DRIVE, P. O. BOX 2300
                          GREENWICH, CONNECTICUT  06836
                     (Name and address of agent for service)
                                (203) 625-3667
                     (Telephone number, including area code,
                             of agent for service)

                                    Copy to:
                               MARGARET F. MURPHY
                            JONES, WALKER, WAECHTER,
                      POITEVENT, CARRERE & DENEGRE, L.L.P.
                             201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100
Amount                    Proposed Maximum     Proposed Maximum            Amount of
 Title of Securities                 to be                     Offering Price         Aggregate              Registration
  to be Registered               Registered{(2)}                  Per Share        Offering Price                 Fee
Class A Shares                     500,000                   $6.34375{(3)}            $3,171,875{(3)}          $881.79
($2.00  par value per share)
represented by American
Depositary Shares{(1)}
Participation interests in the                                                                                 $   0
401(k) Profit Sharing Plan
(1)A  separate  registration  statement  on  Form F-6 (No. 333-8848)  has  been
   declared  effective  with  respect  to  the  American   Depositary   Shares,
   represented  by  American Depositary Receipts, issuable on the basis of  one
   American Depositary Share for each Class A Share.
(2)Upon a stock split,  stock dividend or similar transaction in the future and
   during the effectiveness  of  this  Registration  Statement involving Common
   Stock of the Company, the number of shares registered shall be automatically
   increased  to  cover the additional shares in accordance  with  Rule  416(a)
   under the Securities Act of 1933.
(3 Estimated solely  for  the  purpose  of  calculating  the  registration  fee
  pursuant  to  Rule  457(c) and (h) under the Securities Act of 1933, based on
  the average of the high  and  low  price per share of the Common Stock on the
  Nasdaq Stock Market on March 9, 1999.
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Stolt Comex Seaway S.A.
(the  "Registrant")  with  the  Securities   and   Exchange   Commission  (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:

     (a)  The  Registrant's  Annual  Report  on Form 20-F for the fiscal  year
          ended November 30, 1997.

     (b)  The Registrant's Report on Form 6-K  filed  with  the  Commission on
          December 5, 1997;

     (c)  The  Registrant's  Report  on Form 6-K filed with the Commission  on
          February 24, 1998;

     (d)  The Registrant's Report on Form  6-K  filed  the Commission on March
          16, 1998;

     (e)  The Registrant's Report on Form 6-K for the fiscal  year ended April
          7, 1998;

     (f)  The Registrant's Report on Form 6-K filed with the Commission on May
          22, 1998;

     (g)  The  Registrant's  Report  on Form 6-K filed with the Commission  on
          July 21, 1998;

     (h)  The Registrant's Report on Form  6-K  filed  with  the Commission on
          October 16, 1998;

     (i)  The  Registrant's  Report  on Form 6-K filed with the Commission  on
          February 23, 1999; and

     (j)  The description of the Registrant's  Class A Shares contained in its
          registration statement on Form 8-A filed  with  the Commission under
          the  Exchange  Act on June 11, 1998 and all reports  filed  for  the
          purpose of updating that description.

     All reports filed by the Registrant or the Stolt Comex Seaway Inc. 401(k)
Profit Sharing Plan with the  Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent  to  the  date  of  this Registration
Statement  and  prior  to  the  filing  of  a  post-effective amendment  which
indicates that all securities offered have been  sold or which deregisters all
securities  then  remaining  unsold  shall,  except to  the  extent  otherwise
provided by Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this  Registration  Statement and to
be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Registrant's  Articles of Incorporation provide that the  Registrant
shall indemnify any present  or  former  director  or  officers to the fullest
extent permitted by law against liability and all expenses reasonably incurred
or  paid  by  him  in  connection with any claim, action, suit  or  proceeding
(whether  civil,  criminal,   or  otherwise,  including  appeals),  actual  or
threatened, 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;  provided,  however,  that  the
Registrant is not obligated  to provide such indemnification or reimbursement;
(i) against any liability to the  Registrant  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 Registrant; or (iii) in the  event  of  a
settlement, unless the settlement  has  been  approved  by the court or by the
Board  of  Directors.   Such  indemnification  includes,  without  limitation,
attorneys' fees, costs, judgment, and amounts paid in settlement.

     In  each  case,  the  enforceability  of the Registrant's  obligation  to
indemnify, pay or reimburse a director or officer would be limited by the laws
of Luxembourg.  The Registrant has been advised  by  Elvinger, Hoss & Prussen,
its Luxembourg counsel, that under Luxembourg law indemnification of directors
and officers is a matter of contract, and that the Articles  of  Incorporation
would be enforceable as such as a contract.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     4    Deposit  Agreement  dated  as of June 25, 1998 among the Registrant,
          Citibank, N.A., as depositary, and all holders and beneficial owners
          from time to time of American  Depositary Receipts issued thereunder
          (incorporated  by  reference from  Exhibit  A  to  the  Registrant's
          Registration Statement  on  Form  F-6  (No. 333-8848) filed with the
          Commission on May 29, 1998).

     5    In lieu of filing an opinion of counsel  as to compliance with ERISA
          or an Internal Revenue Service determination  letter that the 401(k)
          Profit Sharing Plan is qualified under Section  401  of the Internal
          Revenue Code, the undertaking permitted by Item 8.(b) of Form S-8 is
          included in Item 9.(d) of this Registration Statement.

     23.1 Consent of Arthur Andersen

     23.2 Consent of Elvinger, Hoss & Prussen

                                     II-11
24.1 Power of Attorney for Jacob Stolt-Nielsen, Jr.

     24.2 Power of Attorney for Christopher J. Wright

     24.3 Power of Attorney for J. Frithjof Skouveroe

     24.4 Power of Attorney for John P. Laborde

     24.5 Power of Attorney for Fernand Poimboeuf

     24.6 Power of Attorney for Mark Woolveridge

__________

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)   To file, during any period in which offers or sales  are being
made, a post-effective amendment to this registration statement to include any
material  information  with respect to the plan of distribution not previously
disclosed  in the registration  statement  or  any  material  change  to  such
information in the registration statement.

          (2)   That,  for  the purpose of determining any liability under the
Securities Act of 1933, each  such post-effective amendment shall be deemed to
be a new registration statement  relating  to  the securities offered therein,
and the offering of such securities at that time  shall  be  deemed  to be the
initial bona fide offering thereof.

          (3)   To  remove  from  registration  by  means  of a post-effective
amendment any of the securities being registered which remain  unsold  at  the
termination of the offering.

     (b)  The  undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant  to  section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where  applicable,  each  filing  of  an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d) of the
Securities  Exchange  Act  of 1934) that is incorporated by reference  in  the
registration statement shall  be  deemed  to  be  a new registration statement
relating  to  the  securities  offered  therein,  and  the  offering  of  such
securities at that time shall be deemed to be the initial  bona  fide offering
thereof.

     (c)  Insofar  as  indemnification  for  liabilities  arising  under   the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons  of  the registrant pursuant to the provisions described in Item 6, or
otherwise, the  registrant  has  been  advised  that  in  the  opinion  of the
Securities  and  Exchange  Commission  such  indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that  a claim for indemnification against such  liabilities  (other  than  the
payment  by the registrant of expenses incurred or paid by a director, officer
or controlling  person  of  the  registrant  in  the successful defense of any
action,  suit  or  proceedings)  is  asserted  by  such director,  officer  or
controlling  person in connection with the securities  being  registered,  the
registrant will,  unless  in  the  opinion  of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a   court   of   appropriate
jurisdiction  the  question  of  whether such indemnification by it is against
public policy as expressed in the  Act  and  will  be  governed  by  the final
adjudication of such issue.

     (d)  The registrant will submit the Stolt Comex Seaway Inc. 401(k) Profit
Sharing  Plan,  as amended (the "Plan"), to the Internal Revenue Service  (the
"IRS") for qualification  under  Section 401 of the Internal Revenue Code in a
timely manner and will make all changes  required  by  the  IRS  in  order  to
qualify the Plan.

                                     II-22
SIGNATURES

      THE  REGISTRANT.   Pursuant  to the requirements of the Securities Act of
1933, the Registrant certifies that  it  has reasonable grounds to believe that
it meets all the requirements for filing on  Form  S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly  authorized, in the City of Houston, Texas, on this  10th  day  of  March,
1999.

                                          STOLT COMEX SEAWAY S.A.

                                          By:    /S/ BERNARD VOSSIER
                                                     Bernard Vossier
                                                 Chief Executive Officer

      Pursuant  to  the requirements of the Securities Act of 1933, as amended,
this Registration Statement  has  been  signed  by the following persons in the
capacities and on the dates indicated.

        SIGNATURE                       TITLE                         DATE

   /S/ BERNARD VOSSIER       Principal Executive Officer        March 10, 1999
     Bernard Vossier         and Chief Executive Officer

    /S/ PAUL FRIKSTAD       Principal Financial Officer and     March 10, 1999
      Paul Frikstad         Principal Accounting Officer

            *               Chairman of the Board of Directors  March 10, 1999
Jacob Stolt-Nielsen, Jr.

            *                  Deputy Chairman of the           March 10, 1999
  Christopher J. Wright          Board of Directors

            *                         Director                  March 10, 1999
  J. Frithjof Skouveroe

            *                         Director                  March 10, 1999
     John P. Laborde

            *                         Director                  March 10, 1999
    Fernand Poimboeuf

            *                         Director                  March 10, 1999
    Mark Woolveridge

*By: /S/ ALAN B. WINSOR
         Alan B. Winsor
         Attorney-in-Fact

                                S-11
STOLT-NIELSEN INC.
   duly authorized representative in the
   United States of each foreign person
   signing this Registration Statement

By: /S/ ALAN B. WINSOR
Name:   Alan B. Winsor
Title:  Senior Vice President, Secretary
        and General Counsel

      THE PLAN.  Pursuant to the requirements of  the  Securities  Act of 1933,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas on March 10, 1999.

                                          STOLT COMEX SEAWAY INC.
                                          401(K) PROFIT SHARING PLAN

                                        By:    /S/ MARK A. WADDELL
                                        Title: Human Resources Director/Trustee
                                                 of Stolt Comex Seaway Inc.,
                                                   the Plan Administrator

                                S-22