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

                           FORM 20-F/A

(Mark One)
[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
             OF THE SECURITIES EXCHANGE ACT OF 1934

                               OR
[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2000

                               OR
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission file number       0-22704

                          Frontline Ltd
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     (Exact name of Registrant as specified in its charter)

                         Frontline Ltd.
---------------------------------------------------------------

         (Translation of Registrant's name into English)

                             Bermuda
---------------------------------------------------------------
         (Jurisdiction of incorporation or organisation)

    Mercury House, 101 Front Street, Hamilton, HM 12, Bermuda
---------------------------------------------------------------
            (Address of principal executive offices)

Securities registered or to be registered pursuant to section
12(b) of the Act.

    Title of each class          Name of each exchange
                                 on which registered
    None
    ----------------             -------------------------

Securities registered or to be registered pursuant to section
12(g) of the Act.



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          American Depositary Shares each representing
               one Ordinary Share, $2.50 Par Value
-----------------------------------------------------------
                        (Title of class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

                Ordinary Shares, $2.50 Par Value
------------------------------------------------------------
                        (Title of class)

Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.

78,068,811 Ordinary Shares, $2.50 Par Value of which 3,062,784
Ordinary Shares are held in the form of 3,062,784 American
Depositary Shares
--------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

              Yes    X           No

Indicate by check mark which financial statement item the
registrant has elected to follow.

              Item 17            Item 18   X



















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                        EXPLANATORY NOTE

    This amendment to Frontline Ltd.'s (the "Company") annual
report on Form 20-F for the fiscal year ended December 31, 2000
contains the Company's Plan of Reorganization for Golden Ocean
Group Limited as Exhibit 10.1, which replaces the previously
filed Exhibit 10.1 in its entirety.



                           SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant certifies that it meets all
of the requirements for filing on Form 20-F and has duly caused
this annual report to be signed on its behalf by the undersigned,
thereunto duly authorised.

                                       Frontline Ltd.
                                       _______________________
                                       (Registrant)

Date     June 14, 2001                 By /s/ Kate Blankenship
         __________________            _______________________
                                       Kate Blankenship
                                       Company Secretary



























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