Bouygues Offshore S.A. Prices Global Initial Public Offering.

SAINT QUENTIN, France--(BUSINESS WIRE)--Nov. 7, 1996--Bouygues Offshore S.A. announced today the global initial public offering of 6,800,000 shares of its common stock at a price of $12 3/8 per American Depositary Share or FF 127 per share.

Shares will be sold in the form of ADSs, each ADS representing one-half of one share, and shares. The ADSs have been approved for listing on the New York Stock Exchange under the symbol "BWG" and the shares have been approved for listing on the Paris Bourse. Trading in the ADSs and shares will begin on November 7th. The closing for the initial sale of the company's shares is expected to take place on Nov. 13, 1996.

Upon completion of the offering, approximately 40% of the company's outstanding shares will be held by the public (46% if the underwriters' over-allotment option to purchase up to an additional 1,020,000 shares is exercised in full).

All of the shares of common stock being offered are to be sold by Bouygues S.A., one of the world's leading engineering and construction groups with additional, diversified operations in utilities, television and telecommunications. Prior to the offering, Bouygues Offshore was a wholly-owned subsidiary of Bouygues S.A. Bouygues Offshore will not receive any proceeds from the offering.

Lehman Brothers is acting as Global Coordinator of the initial public offering.

Lehman Brothers Inc., Credit Lyonnais Securities (USA) Inc., Prudential Securities Inc. and Simmons & Co. International are the managing underwriters of the offering in the United States and Canada. Lehman Brothers International (Europe) along with Credit Lyonnais, Banque Nationale de Paris and HSBC Investment Bank PLC are lead managers of the international offering.

A final prospectus relating to these securities may be obtained in the United States from Lehman Brothers Inc., 3 World Financial Center, 200 Vesey Street, New York, New York 10285, Tel: [phone] and in Europe from Lehman Brothers International, One Broadgate, London EC2M 7HA, Tel: [phone].

Bouygues Offshore S.A. is a leading international contractor serving the oil and gas industry with extensive experience and technological expertise in providing integrated solutions for the design, construction, installation and management of offshore and onshore oil and gas production-related turnkey products. The company also provides maintenance services, principally to oil refineries, petrochemical facilities and offshore platforms, engages in high-end maritime and river-related civil works projects, and import terminals and storage tanks for liquefied natural gas (LNG) and other types of liquefied gases.

CONTACT: Bouygues Offshore S.A.

Philippe Marien

Senior Vice President, Finance and Administration

33.1.30.60.89.09

or

Morgen-Walke Associates, Inc.

Lynn Morgen/Jeff Majtyka

Press: Terry Rooney/Brian Maddox

1-212-850-5600

Nancy Teitelbaum/Laure Saget

Morgen-Walke Europe S.A.

33.1.47.03.68.10