UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G

(Under the Securities Exchange Act of 1934)
(Amendment No.4)*

STOLT OFFSHORE SA
- ------------------------------------------
(Name of Issuer)


COMMON STOCK
- ---------------------------------
(Title of Class of Securities)

L8873E103
- -----------------------
(Cusip Number)

DECEMBER 31, 2002
_____________________________________________________
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant
to which this schedule is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all
other provisions of the Act (however, see the Notes.)

[Continued on the following page(s)]
Page 1 of 4 Pages


CUSIP No.	L8873E103		Page 2 of 4 Pages
- ----------------------------------------------------------------
1.	Name of reporting person
 	S.S. or I.R.S. identification no. of above person

	David L. Babson & Company Inc.
	04-1054788
- ----------------------------------------------------------------
2.	Check the appropriate box if a member of a group
	(a)(   )
	(b)( X )
- ----------------------------------------------------------------
3.	SEC use only

- ----------------------------------------------------------------
4.	Citizenship or place of organization
	Massachusetts

- ----------------------------------------------------------------
					         5.	Sole Voting Power
						           0
	Number of				-----------------------------
	shares				   6.	Shared Voting Power
	beneficially
	owned by			                  0
	each		    			-----------------------------
	Reporting                	7. Sole Dispositive Power
	person
	with		     			            0
					        	-----------------------------
                                    8.	Shared Dispositive Power
                                                0
                                     ------------------------------
9.	Aggregate amount beneficially owned by each reporting person

             0
	---------------------------------------------------------------
10.	Check if the aggregate amount in row (9) excludes certain shares*

- ----------------------------------------------------------------
11.	Percent of class represented by amount in row 9
       0%
- ----------------------------------------------------------------
12.	Type of Reporting person
	IA



Page 3 of 4 Pages 				Cusip #: L8873E103

SCHEDULE 13G

ITEM 1(A):  NAME OF ISSUER:

Stolt Offshore SA

1(B):  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

c/o Stolt Comex Seaway MS Limited
Bucksburn House
Howes Road
Bucksburn
Aberdeen AB21 9RQ L2
Scotland


ITEM 2(A):  NAME OF PERSON FILING:

	David L. Babson & Company Inc. ("DLB")

ITEM 2(B):  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

	One Memorial Drive
	Cambridge, Massachusetts  02142-1300

ITEM 2(C):  CITIZENSHIP:

	See Item 4 of Cover Page

ITEM 2(D):  TITLE OF CLASS OF SECURITIES:

	See Cover Page

ITEM 2(E):  CUSIP NUMBER:

	See Cover Page

ITEM 3: TYPE OF REPORTING PERSON

If this statement is filed pursuant to
sections 240.13d-1 (b) or 240.13d-2 (b) or (c), check whether
the filing person is a :

(e)  [x]  An investment advisor in accordance with
          Section 240.13d-1 (b) (1) (ii) (E)

ITEM 4:  OWNERSHIP:

(a)	AMOUNT BENEFICIALLY OWNED:  DLB, in its capacity as
 investment adviser, may be deemed the beneficial owner of 0
 shares of common stock of the Issuer.

(b)	PERCENT OF CLASS: 0%

(c)	For information on voting and dispositive power with respect to the
above listed shares, see Items 5 - 8 of Cover Page.


Page 4 of 4 Pages				Cusip #: L8873E103

ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the date
Hereof the reporting person has ceased to be the beneficial owner of
More than five percent of the class of securities check the following [X].

ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not Applicable






ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
	ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
	COMPANY:

		Not Applicable

ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable

ITEM 9:  NOTICE OF DISSOLUTION OF GROUP:

Not Applicable

ITEM 10:  CERTIFICATION:

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.

SIGNATURE:

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

		Date: February 11, 2003

		Signature:  --//Leslie A. Meinhart//--
		Name/Title:   Compliance Manager




February 11, 2003

Securities and Exchange Commission
Operations Center
Attn:  Stop 0-7
6432 General Green Way
Alexandria, VA 22312-2413

RE:	Amendment to Schedule 13G Relating to Common Stock of
      Stolt Offshore SA For the Year Ending December 31, 2002







Dear Sir or Madam:

David L. Babson & Company is filing today an amendment to Schedule 13G
through the EDGAR system as required by Section 240.13d-1(b) to reflect
a change in beneficial ownership of the outstanding stock of the
above-mentioned issuer.

Please note that the shares as to which this Schedule is filed are
owned by various investment advisory clients of David L. Babson &
Company Inc., which may be deemed a beneficial owner of the shares
only by virtue of the direct or indirect investment discretion it
possesses pursuant to the provisions of investment advisory agreements
with such clients.

A copy of the Schedule 13G is being sent to the issuer as required
by Rule 13d-7.

Comments or questions concerning the above may be directed to the
undersigned at (617) 761-3798.

Sincerely,

//Leslie A. Meinhart//
Compliance Manager