As filed with the Securities and Exchange Commission on March 6, 2012

Registration No. 333-124997                                         

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 1

TO FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 Subsea 7 S.A.

(Exact name of registrant as specified in its charter)

Luxembourg	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
200 Hammersmith Road London, W6 7DL England
(Address of Principal Executive Offices)

Stolt Offshore Inc. 401(k) Profit Sharing Plan and Trust

(Full title of the plan)

 Mark Webster

c/o Subsea 7 (US) LLC

10787 Clay Road

Houston, Texas 77041

(Name and address of agent for service)

 (713) 430-1100

(Telephone number, including area code, of agent for service)

Copy to:

Gregory Pryor, Esq.

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Tel:   (212) 819-8200

 Fax:  (212) 354-8113

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ	Accelerated filer  o
Non-accelerated filer    o (Do not check if a smaller reporting company)	Smaller reporting company  o

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 is being filed by Subsea 7 S.A. (the “Registrant”) to deregister all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-124997), filed on May 17, 2005 with the Securities and Exchange Commission (the “Registration Statement”) registering 2,000,000 common shares, $2.00 par value (the “Common Shares”) of the Registrant, issuable under the Stolt Offshore Inc. 401(k) Profit Sharing Plan and Trust (the “Plan”) and the related participation interests in the Plan.

The Registrant intends to file a Form 15F to terminate the registration of its Common Shares under the Securities Exchange Act of 1934, as amended. The offering pursuant to the Registration Statement has been terminated. In accordance with the undertaking by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all Common Shares and related participation interests in the Plan that were registered but unsold under the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England, on this 6th day of March, 2012.

SUBSEA 7 S.A.
By:	/s/ Jean Cahuzac
	Name:      Jean Cahuzac
	Title:        Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Subsea 7 S.A., has signed this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 on March 6, 2012.

SUBSEA 7 (US) LLC
	its duly authorized representative in the United States
By:	/s/ Mark Webster
	Name:      Mark Webster
	Title:        Director of Finance