<PAGE>

 EXHIBIT 1.1



                     SUBREGISTRAR AGREEMENT


                 Related to the registration of

           certain securities issued by Frontline Ltd.

             in the Norwegian Registry of Securities

                     ("Verdipapirsentralen")



                             BETWEEN


                         FRONTLINE LTD.

       (a company incorporated under the laws of Bermuda)


                               and



               CHRISTIANIA BANK OG KREDITKASSE ASA

                      Registrar Department

                      ("Verdipapirservice")



<PAGE>

This subregistration agreement (the "Agreement") is entered into
on this 18th day of June, 1999 by and between:

(1)  FRONTLINE LTD., Mercury House, 101 Front Street, Hamilton HM
     GX, Bermuda (the "Company")

     and

(2)  CHRISTIANIA BANK OG KREDITKASSE ASA, acting through its
     registrar department ("Verdipapirservice") at P.O.Box 1166 -
     Sentrum, 0107 Oslo, Norway (the "Registrar")

     (the Company and the Registrar hereinafter jointly referred
     to as the "Parties" or, individually, a "Party")

WHEREAS:

(A)  The Registrar was, on June (1), the nominee owner of
     44.612.536 ordinary, fully paid shares in the Company.

(B)  The number of ordinary shares in the Company nominally owned
     by the Registrar may change in the future as a consequence
     of:

     (i)   further shares being issued to the shareholders on
           whose behalf the Registrar acts as nominee;

     (ii)  existing share evidenced by physical share
           certificates being transferred to the nominal
           ownership of the Registrar by the owner(s) thereof;
           and

     (iii) the beneficial owner(s) of shares nominally held by
           the Registrar withdrawing such shares from the
           Registrar's ownership in exchange for physical share
           certificates;

     (the ordinary shares in the Company from time to time
     nominally owned by the Registrar hereinafter referred to as
     the "Shares").

(C)  The beneficial owners of the Shares (the "VPS Shareholders")
     are recorded in a subregister (the "Share Subregister") in
     the Norwegian paperless securities recordation system
     ("Verdipapirsentralen") ("VPS").

(D)  The Registrar has, pursuant to the terms of a certain
     registration agreement dated 1 July 1997 with the Company
     (the "Existing Agreement"), acted as registrar for the
     Company in matters relating to the Shares, the VPS
     Shareholders, the Share Subregister and the VPS.


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<PAGE>

(E)  The Parties have agreed that the Registrar shall continue to
     act as registrar for the Company as aforesaid.

(F)  The Registrar is, at the date hereof, the nominee owner of
     26.000.000 warrants to subscribe for ordinary shares in the
     Company.

(G)  The number of warrants nominally owned by the Registrar may
     be reduced in the future as a consequence of the exercise by
     the warrant holders on whose behalf the Registrar acts as
     nominee exercising their rights thereunder (the warrants
     issued by the Company from time to time nominally owned by
     the Registrar hereinafter referred to as the "Warrants").

(H)  The beneficial owners of the Warrants (the "Warrant
     Holders") are recorded in a subregister (the "Warrant
     Subregister") in the VPS.

(I)  The Registrar has agreed to act as registrar for the Company
     in matters relating to the Warrants, the Warrant Holders,
     the Warrant Subregister and the VPS.

(J)  The Parties have agreed to document the terms upon and
     subject to which the Registrar shall perform its duties as
     registrar as aforesaid in one agreement, thus substituting
     the Existing Agreement.

NOW THEREFORE, the Parties have agreed as follows:

1.   APPOINTMENT

1.1  The Company hereby confirms the appointment of the Registrar
     as registrar in respect of the Shares, the Warrants, the VPS
     Shareholders, the Warrant Holders, the Share Subregister,
     the Warrant Subregister and the VPS on the terms set forth
     in this Agreement. The terms set forth herein shall be
     effective from the date hereof.

     This Agreement shall substitute and render invalid all other
     agreements, whether written or oral, between the Parties
     (including, but not limited to the Existing Agreement) in
     respect of the matters regulated herein.

1.2  The Registrar agrees to provide the services set forth
     herein and all such other things and steps as may be
     required or requested by the Company in order to enable:

     (i)   the VPS Shareholders to benefit from and enjoy all
           such rights and privileges as members of the Company
           have; and



                                3



<PAGE>

     (ii)  the Warrant Holders to benefit from and enjoy all such
           rights and privileges as a  holder of the Warrants
           has;

     (iii) the Company to enforce the provisions of its bye-laws
           as if the VPS Shareholders and the Warrant Holders
           were registered in the Company's register of members
           and register of holders of warrants;

     (iv)  shares in the Company evidenced by physical share
           certificates being converted to Shares if so requested
           by the registered owner thereof and Shares being
           converted to shares in the Company evidenced by
           physical share certificate if so requested by the
           relevant VPS Shareholder.

1.3  The Registrar further agrees to act as nominee owner of the
     Shares and the Warrants and will be registered as such in
     the Company's register of members and register of  holders
     of the Company's warrants.

2.   UNDERTAKINGS BY THE REGISTRAR

2.1  The Registrar undertakes:

     a)    to have copies of the Memorandum of Association and
           Bye-laws of the  Company and the conditions for the
           Warrants available for inspection by the VPS
           Shareholders and the Warrant Holders in its office.

     b)    that, if any share, debenture, security or other
           right, asset or benefit other than a cash dividend
           (hereinafter a "Security") shall accrue to the
           Registrar as a consequence of its nominee ownership of
           the Shares or the Warrants, it shall ensure that the
           legal or registered title to such Security is held for
           the benefit of the VPS Shareholders or, as the case
           may be, the  Warrant Holders until such time as
           transfers of such Security are executed in favour of
           the VPS Shareholders or, as the case may be, the
           Warrant Holders pro rata to their entitlement to such
           Security.

     c)    to ensure that, at all times, there is registered in
           the Share Subregister and the Warrant Subregister
           accurate and complete information with respect to each
           person or entity who is or becomes a VPS Shareholder
           or, as the case may be, a  Warrant Holder including:

           (i)   the name and address of such person or entity;



                                4



<PAGE>

           (ii)  the number of the Shares and/or the Warrants
                 held by such person or entity;

           (iii) the date each such person or entity was entered
                 into the Share Subregister as a VPS Shareholder
                 or, as the case may be, in the Warrant
                 Subregister as a  Warrant Holder; and

           (iv)  the date such person or entity ceased to be a
                 VPS Shareholder or, as the case may be, a
                 Warrant Holder.

           (Information concerning (iii) and (iv) to be safely
           retained for 10 years following the date referred to
           in (iv)).

           and all such other information as may be required in
           order to comply with any applicable Norwegian
           legislation and the terms of the Company's listing
           agreement with the Oslo Stock Exchange ("OSE") from
           time to time.

     d)    to promptly distribute all dividends declared by the
           Company to the VPS Shareholders based upon the number
           of the Shares which were registered in each of their
           names in the Share Subregister on the date of
           declaration in accordance with the terms of Clause 4
           below.

     e)    to assist the Company in despatching each and every
           notice of a meeting of the Company's shareholders or a
           meeting of the Company's holders of the Warrants to
           each VPS Shareholder and/or Warrant Holder at the
           address recorded in the VPS at such time.

     f)    not to attend any shareholders and/or meeting of the
           holders of the Warrants, nor to vote any of the Shares
           or the Warrants in such meeting other than in
           accordance with proxies received for this purpose from
           VPS Shareholders or, as the case may be, Warrant
           Holders.

     g)    to assist the Company in despatching all reports,
           accounts, financial statements, circulars or other
           similar documents (each a "Document") relating to the
           affairs of the Company to the VPS Shareholders and/or
           the Warrant Holders at such person or entity's
           registered address in the VPS.





                                5



<PAGE>

     h)    upon:

           (i)   any change in or alteration of the Company's
                 issued share capital or the par value of the
                 Shares, to make or cause to be made, without
                 delay, all necessary amendments reflecting such
                 change or alteration in the Share Subregister;

           (ii)  the occurrence of an event which leads to the
                 adjustment of the subscription rights of the
                 Warrant Holders as per the terms of the
                 Warrants, promptly, upon receipt of such
                 information from the Company, make or cause to
                 be made (a) such adjustment known to the Warrant
                 Holders and (b) all necessary amendments
                 reflecting such adjustment in the Warrant
                 Subregister;

           provided, however, that any instructions from the
           Company as per the above shall be accompanied by a
           certificate of either a firm of independent public
           accountants of recognised standing (who may be the
           regular auditors of the Company) or an internationally
           recognised investment bank to be selected by the
           Company's board of directors in respect of such change
           or alteration in the issued share capital or such
           adjustment in the subscription price for the Warrants
           setting out the effect the same shall have for the VPS
           Shareholders and/or the Warrant Holders.

     i)    to do all such acts and things as are within its
           powers to (a) enforce the provisions of the Memorandum
           of Association and Bye-laws of the Company in order to
           confer upon the VPS Shareholders all such rights and
           obligations as are attributable to the Company's
           members and (b) the provisions of the Memorandum of
           Association and Bye-laws of the Company and the
           conditions for the Warrants in order to confer upon
           the Warrant Holders all such rights and obligations as
           are attributable to the holders of the Warrants from
           time to time.

     j)    to assist the Company in discharging all such
           obligations as it will be obliged to do vis-a-vis the
           VPS Shareholders and, if the Warrants are listed
           thereon, the Warrant Holders under the listing
           agreement between the Company and the OSE.






                                6



<PAGE>

3.   UNDERTAKINGS OF THE COMPANY

3.1  The Company undertakes to inform the Registrar of any
     decision made by the Company's governing bodies relevant to
     the continued subregistration of the Shares and the Warrants
     in the VPS and of such other information which is relevant
     to the Registrar in order for the Registrar to comply with
     the terms of this Agreement and its obligations to the VPS.

3.2  The Company specifically undertakes to comply with the terms
     of its listing agreement with OSE in respect of the Shares
     and, if the Warrants are listed thereon, the Warrants, and
     such laws and regulations of Norway as may be applicable
     thereto.

3.3  The Company shall provide the Registrar with a copy of its
     Memorandum of Association and Bye-laws in force at the date
     of this Agreement and undertakes to immediately inform the
     Registrar of any subsequent change in or amendment to the
     same.

3.4  The Company shall provide the Registrar with the original
     certificates evidencing the Shares and the Warrants
     nominally issued to the Registrar on the date of this
     Agreement at the latest.

4.   DIVIDEND PAYMENTS

4.1  The Company shall provide the Registrar with details of any
     dividend declared by the Company to its members before any
     payment thereof is made to the Registrar (in its capacity as
     nominee owner of the Shares).

4.2  The Company shall transfer such amount as shall represent
     the aggregate dividends due to the VPS Shareholders on the
     record date for such payment to an account of the Registrar
     nominated for this purpose.

     The Registrar shall, upon receipt of such dividend payment,
     forward, to each VPS Shareholder recorded as such on the
     date of declaration of such dividend (the "Record Date"),
     such VPS Shareholder's proportionate part thereof without
     undue delay.

4.3  VPS Shareholders who maintain a Norwegian address in the VPS
     or have supplied the VPS with details of a NOK account in
     their name shall receive their dividend payment in NOK in
     accordance with and through the VPS computer system for
     dividend payments.




                                7



<PAGE>

     VPS Shareholders without a Norwegian address or NOK account
     recorded in the VPS shall receive dividend payments in a
     manner agreed between the Company and the Registrar prior to
     such payment being effectuated.

4.4  Any dividend payment shall be effectuated by the Registrar
     in a manner which ensures that the VPS Shareholders have
     such payment available in their respective accounts no later
     than 12 Business Days from the  Record Date subject to the
     Registrar having received such amount no later than 6
     Business Days before the payment date in USD or, if the
     Company takes responsibility for the exchange of any amounts
     payable in currencies other than USD, on the date payment is
     to be effected.

     Payments to be made to VPS Shareholders without a Norwegian
     address or NOK account recorded in the VPS shall be made as
     soon as possible with a view to reducing the costs involved
     with such transfer.

5.   STATISTICS

5.1  The Registrar shall, at the request of the Company, produce
     and send to the Company statistical material relevant to the
     Share Subregister and/or the Warrant Subregister.

     The following statistical material will be made available
     immediately upon receipt of such request:

     (i)   up to date list of the VPS Shareholders and/or the
           Warrant Holders together with the number of Shares
           and/or Warrants owned by each person/entity among them
           at such date;

     (ii)  the percentage of the total shares outstanding in the
           Company which the Shares represent at the date of such
           request;

     (iii) a transcript listing the 20 VPS Shareholders with the
           largest ownership of the Shares and/or the 20 Warrant
           Holders with the largest ownership of the Warrants;

     (iv)  a report identifying the VPS Shareholders and/or
           Warrant Holders who, according to the VPS, are
           resident in Norway or such other jurisdiction as may
           be identified by the Company in such request; and

     (v)   the Share Subregister and/or the Warrant Subregister
           in a label format, ready for postage.




                                8



<PAGE>

     Other reports and statistical material may furthermore be
     prepared by the Registrar subject to agreement with the
     Company.

5.2  All reports and statistical material provided by the
     Registrar will be made available on paper, computer disc
     and/or by E-mail.

5.3  If a stockbroker, newspaper or any other person requests a
     transcript of the 20 largest VPS Shareholders or Warrant
     Holders, the Register is authorised by the Company to
     release the same.

     The Company shall, however, be notified of such request
     without undue delay.

     If any other person or entity than the Company requests a
     full transcript (whether as a list or in label format) of
     the Share Subregister and/or the Warrant Subregister) the
     Registrar shall obtain the Company's explicit permission
     before releasing the same.

5.4  An updated version of the Share Subregister and the Warrant
     Subregister shall be available at the Registrar's office for
     public inspection in  accordance with Norwegian law during
     the Registrar's normal office hours.

6.   CONVERSIONS

6.1  Each VPS Shareholder has the right to demand that the
     recordation of those of the Shares that are beneficially
     owned by him is transferred from the Share Subregister (and
     thus the nominal ownership of the Registrar) to the
     Company's official register of members (and thus to his
     beneficial ownership).

6.2  A demand as referred to in 6.1 shall be effectuated as
     follows:

     (i)   Such demand shall always be directed to the Registrar,
           who shall note the same and inform the relevant VPS
           Shareholder that the recordation of his ownership of
           those of the Shares as he is the beneficial owner of
           will be transferred to the main register of members of
           the Company no later than 3  months from the date his
           demand was received by the Registrar and that he
           cannot, unless his demand is formally withdrawn,
           transport or encumber those of the Shares as he is
           recorded as being the beneficial owner of in the Share
           Subregister in the said period. The Registrar shall
           furthermore record a lien against those of the Shares


                                9



<PAGE>

           which are registered on his VPS account for this
           purpose.

     (ii)  Every second month, the Registrar shall, if demands
           for transfers of the recordation of shareholdings in
           the Company from the Share Subregister to the main
           register of members have been received in the
           preceding two months, send a request to the Company to
           split the share certificate evidencing the Shares into
           a number of new certificates, all in the Registrar's
           name, consistent with such demands. The original
           certificate evidencing the Shares shall always
           accompany such request.

     (iii) Upon the return of such new certificates to the
           Registrar, the Registrar shall endorse the
           certificate(s) to be delivered to the relevant VPS
           Shareholder(s) for transport and send it/them to the
           same by registered mail. Simultaneously, the
           shareholding of such VPS Shareholder shall be deleted
           from the Share Subregister and notice of the transfer
           sent to the Company.

     All costs relevant to the transfer of the shareholdings of a
     VPS Shareholder from the Share Subregister to the main
     register shall be for the account of the relevant VPS
     Shareholder.

6.3  The Company may, following a request from a shareholder
     whose ownership of shares in the Company is documented by
     way of physical share certificates, demand that such shares
     are included in the VPS Subregister.

6.4  A demand as referred to in 6.1 shall be effectuated as
     follows:

     (i)   Such demand shall be accomplished by confirmation from
           the Company that the Company has the relevant share
           certificate(s) in hand duly endorsed for transfer to
           the Registrar and such information as will be
           necessary to establish a VPS account in the name of
           the relevant shareholder or, if such shareholder
           already has a VPS account, the account number;

     (ii)  The Registrar shall, thereafter, establish a VPS
           account in the name of such shareholder or confirm
           that the VPS account nominated exists in the name of
           such shareholder and confirm the same to the Company.
           At the same time, the Registrar shall arrange for the
           share certificate evidencing the Shares to be
           delivered to the Company;


                               10



<PAGE>

     (iii) Upon receipt of such confirmation as aforesaid and the
           share certificate evidencing the Shares from the
           Registrar, the Company will cancel the share
           certificate representing the shares to be included in
           the VPS Subregister and the certificate evidencing the
           Shares and issue a new share certificate in the name
           of the Registrar representing all such shares;

     (iv)  The Company shall notify the Registrar of the issuing
           of the new share certificate in the Registrar's name
           immediately after the issue thereof, whereafter the
           Registrar shall record the shares transferred to the
           VPS Subregister pursuant to the original demand on
           such shareholder's VPS account;

     (v)   The new certificate representing the Shares shall,
           thereafter, be returned to the Registrar.

     All costs relevant to the transfer of the shareholdings of a
     shareholder outside the VPS Subregister to the VPS
     Subregister shall be for the account of the relevant
     shareholder.

7.   TRANSFER AND EXERCISE OF WARRANTS

7.1  Evidence of the ownership of the Warrants cannot be
     transferred from the Warrant Subregister to the Company's
     general register of holders of warrants.

7.2  If a Warrant Holder wishes to exercise the right of his
     Warrants, notice thereof shall be given to the Registrar in
     writing.

     The Registrar shall, upon receipt of such notice, inform the
     Warrant Holder that:

     (i)   shares corresponding to the number of Warrants
           exercised will be allotted by the Company no later
           than 30 banking days in Oslo (a "Banking Day")
           following receipt of such notice subject to the
           subscription price for such shares being paid and the
           terms of the Warrants otherwise being complied with.

     (ii)  the subscription price for such shares must be paid to
           the Company (to an account with the Registrar
           identified to the Warrant Holder) correspondingly with
           the submittal of such notice.

     (iii) the Warrants so exercised no longer can be traded and
           that a lien will be placed on those of the Warrants



                               11



<PAGE>

           that are beneficially owned by such Warrant Holder on
           his VPS account in order to ensure this.

     The Registrar shall then complete a notice as required in
     the terms for the Warrants and, within 3 days, submit this
     to the Company together with (a) the certificate evidencing
     the Warrants, (b) the share certificate evidencing the
     Shares and (c) confirmation that the subscription price has
     been paid by the Warrant Holder.

     The Company shall, not later than 20 Banking Days from
     receipt of such notice, reissue the certificates evidencing
     the Shares and the Warrants in numbers corresponding to the
     exercise of the Warrants having taken place.

     The Registrar shall be informed immediately after the
     allotment of the shares as per (i) above and shall, upon
     receipt of such information, delete the relevant number of
     Warrants from the VPS account of the relevant Warrant Holder
     and record the number of Shares corresponding to the said
     exercise of Warrants on such person/company's VPS account.
     The Warrant Holder shall furthermore be informed thereof
     without delay.

8.   PAYMENTS

8.1  The Company shall pay for the services of the Registrar
     pursuant hereto in accordance with the standard charges of
     the Registrar for such services. The standard charges
     effective as of the date hereof are set out in Schedule 1
     hereto.

     The Registrar shall be entitled to change such charges
     subject to 2 weeks written notice to the Company having been
     given.

8.2  In addition to the charges referred to in Clause 8.1, the
     Company shall reimburse the Registrar for all out-of-pocket
     costs (including, but not limited to reasonable external
     legal fees) incurred by the Registrar in performing its
     duties hereunder, provided, however that all the Registrar's
     costs in respect of the entering into of this Agreement
     shall be for the Registrar's own account.

8.3  The Registrar shall render monthly invoices to the Company
     detailing the charges, fees and costs payable by the Company
     to the Registrar hereunder.






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<PAGE>

9.   CONFIDENTIALITY

     Any information regarding the Company or otherwise relating
     to its affairs which may be obtained by the Registrar or its
     employees in connection with the performance of the duties
     of the Registrar hereunder shall be treated by the Registrar
     and its employees as private and confidential and shall not
     be disclosed to any third person unless required by
     applicable law.

10.  LIABILITY

     The Registrar is not responsible for any loss or losses
     incurred by the Company as a result of insufficient,
     misleading or wrongful information or instruction(s) given
     to the Registrar by the Company, a person or entity
     representing or acting on behalf of the Company, or the VPS.

11.  TERMINATION

11.1 This Agreement may be terminated by either Party upon a
     minimum of two months prior written notice.

11.2 Each of the Parties may terminate this Agreement upon 10
     days prior written notice in the event of any material
     breach by the other Party of its duties hereunder.

11.3 Upon receipt or submittal of notice of termination of this
     Agreement for any reason whatsoever, the Company shall,
     without delay, appoint a new registrar in place of the
     Registrar.

     The Company shall thereafter, forthwith and in writing,
     notify the VPS, each VPS Shareholder and Warrant Holder of
     the name and address of the new registrar and the date on
     which the new registrar has been or will be entered in the
     Company's register of members and register of holders of
     warrants as nominee owner of the Shares and the Warrants in
     place of the Registrar. The Registrar shall, immediately
     following the appointment of a new registrar, transfer all
     information concerning the VPS Shareholders and the Warrant
     Holders and the primary insiders of the Company to the new
     registrar. Such transfer shall be free of charge if the
     termination is a result of the Registrar's material breach
     of its duties hereunder. Otherwise only administrative costs
     shall be charged.







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<PAGE>

12.  GOVERNING LAW  - JURISDICTION

12.1 This Agreement shall be governed by and construed in
     accordance with the laws of the Kingdom of Norway.

12.2 Any dispute between the Parties relating to this Agreement
     which cannot be amicably settled, shall be submitted to
     arbitration before a panel of three arbitrators in Oslo
     according to the provisions of the Norwegian Civil Procedure
     Act, Chapter 32.

     The Party demanding the initiation of arbitration
     proceedings shall, correspondingly with such demand, appoint
     one of the arbitrators. The other Party shall, within 21
     days from receipt of such demand appoint another of the
     arbitrators. No later than 21 days from the appointment of
     the second arbitrator, the two arbitrators so appointed
     shall jointly appoint the third arbitrator who shall be the
     chairman of the panel.

     If either of the Parties fails to appoint an arbitrator or
     the two arbitrators appointed by the Parties fail to agree
     on the appointment of the third arbitrator within 2 weeks
     from the date on which such appointment should have been
     made at the latest, such appointment shall be referred to
     the chairman of the Oslo division of the Norwegian Bar
     Association.

     The arbitration shall be conducted in the English language
     or accompanied by qualified English translation.

This Agreement has been executed in two copies, one for each of
the parties.

For and on behalf of
FRONTLINE LTD.

 /s/ Tor Olav Troim
___________________________________________
Tor Olav Troim
Director

For and on behalf of
CHRISTIANIA BANK OG KREDITKASSE
Verdipapirservice

 /s/ Anette Syverud
___________________________________________

 /s/ Oda Myklebust
___________________________________________


                               14



<PAGE>

                            WARRANTS


Certificate No.                   [      ] Warrants to subscribe
                                  for
                                  [      ] Ordinary Shares


                         FRONTLINE LTD.

        (Incorporated in Bermuda with limited liability)



     Subscription Warrant entitling the Holder to subscribe
       for [      ] Ordinary Shares of US$ 2.50 par value
       each with associated rights in Frontline Ltd. at a
          subscription price of US$ [      ] per share



This is to certify that [      ] is the registered holder of the
right to subscribe for [      ] Ordinary Shares of US$ 2.50 par
value each with associated rights in Frontline Ltd. subject to
the conditions of the Memorandum of Association and Bye-Laws of
Frontline Ltd. and to the conditions attached hereto.

Given under the Seal of Frontline Ltd.
On [      ] (date)





___________________________
Name:
Title: Director





___________________________
Name:
Title: Secretary/Director (delete as appropriate)


Note:    This certificate is non-transferable other than as set
         forth in Clause 5 in the attached conditions.




                               15



<PAGE>

        CONDITIONS ATTACHING TO THE WARRANTS TO SUBSCRIBE
              FOR ORDINARY SHARES IN FRONTLINE LTD.


On May 11, 1998 Frontline Ltd. issued 26,000,000 warrants (a
"Warrant" or the "Warrants") to subscribe for 26,000,000 ordinary
shares with associated rights in Frontline Ltd. of US$ 0.25 par
value each at a subscription price of US$ 1.591 per share.

On October 19, 1998, the Annual General Meeting of Frontline Ltd.
resolved to effectuate a consolidation of its shares whereby one
new ordinary share of US$ 2.50 par value (an "Ordinary Share" or
the "Ordinary Shares") replaced 10 previous ordinary shares of
US$ 0.25 par value. The share consolidation became effective as
from October 26, 1998.

As a consequence thereof, the number of Ordinary Shares the
Warrants gave its holders the right to subscribe for was adjusted
to 2,600,000 (two million six hundred thousand) and the
subscription price for each Ordinary Share was adjusted to US$
15.91, as per the terms of Clause 2.a.1 and 2.c below.

The following conditions apply to the Warrants:

1.   SUBSCRIPTION RIGHTS

a.   The registered holder for the time being of a warrant (the
     "Warrant Holder") shall have the right (a "Subscription
     Right") to purchase, from Frontline Ltd., at any time until
     the 11th of May 2001 (the "Final Subscription Date"), one
     tenth of an Ordinary Share for each Warrant of which he is
     the holder as specified on the face of the warrant
     certificate evidencing the Subscription Right (the "Warrant
     Certificate") at a price of US$ 15.91 per Ordinary Share of
     US$ 2.50 par value (the "Exercise Price"), payable in full
     in immediate available funds on subscription.

     The number and/or nominal value of Ordinary Shares to be
     subscribed and the Exercise Price are subject to adjustments
     as provided in Clause 2 below.

b.   In order to exercise his Subscription Right, the Warrant
     Holder must lodge, at the office of Frontline Ltd., at any
     time prior to the Final Subscription Date, (i) the Warrant
     Certificate evidencing his Warrants, (ii) a duly completed
     notice of exercise of Subscription Rights in the form
     attached thereto (the "Notice") and (iii) a remittance for
     the Exercise Price of the Ordinary Shares in respect of
     which his Subscription Rights are being exercised.




                               16



<PAGE>

     Once lodged, a Notice shall be irrevocable save for
     revocation with the consent of Frontline Ltd. Compliance
     must also be made with any statutory requirements for the
     time being applicable.

c.   Ordinary Shares issued pursuant to the exercise by a Warrant
     Holder of his Subscription Rights, whether in full or in
     part, will be allotted no later than three banking days in
     Oslo, Norway (a "Banking Day") after, and with effect from,
     the date of receipt by Frontline Ltd. of a duly completed
     Notice accompanied by confirmation that the Exercise Price
     in respect of which the Subscription Rights are being
     exercised has been received by Frontline Ltd. (the
     "Subscription Date").

     Certificates in respect of such Ordinary Shares will be
     issued free of charge not later than three Banking Days
     after the Subscription Date to the Warrant Holder. In the
     event of partial exercise by the Warrant Holder of his
     Subscription Rights, Frontline Ltd. shall, at the same time,
     issue, free of charge, a fresh Warrant Certificate in the
     name of the Warrant Holder for any balance of his Warrants.

d.   All Ordinary Shares issued upon the exercise of any Warrants
     shall be validly authorized and issued, fully paid and non-
     assessable, and free from all taxes, liens and charges
     created by Frontline Ltd. in respect of the issue thereof.
     Each person in whose name any such certificate for Ordinary
     Shares is issued shall, for all purposes, be deemed to have
     become the holder of record of the Ordinary Shares
     represented thereby on the Subscription Date resulting in
     the issuance of such Ordinary Shares (so long as the
     Exercise Price then in effect has been paid as required
     hereby), irrespective of the date of issuance or delivery of
     such certificate for Ordinary Shares.

2.   ADJUSTMENTS AND NOTICE PROVISIONS

a.   Adjustment of the Exercise Price

1.   In case Frontline Ltd. shall (i) declare a dividend or make
     a distribution on its outstanding Ordinary Shares in
     additional shares, (ii) subdivide or reclassify its
     outstanding Ordinary Shares into a greater number of shares,
     or (iii) combine or reclassify its outstanding Ordinary
     Shares into a smaller number of shares, the Exercise Price
     in effect immediately after the record date for such
     dividend or distribution or the effective date of such
     subdivision, combination or reclassification shall be
     adjusted so that it shall equal the price determined by
     multiplying the Exercise Price in effect immediately prior


                               17



<PAGE>

     thereto by a fraction, the numerator of which shall be the
     number of Ordinary Shares outstanding immediately before
     such dividend, distribution, subdivision, combination or
     reclassification, and the denominator of which shall be the
     number of Ordinary Shares outstanding immediately after such
     dividend, distribution, subdivision, combination or
     reclassification. Such adjustment shall be made successively
     whenever any event specified above shall occur.

2.   If Frontline Ltd. or any other person or entity shall issue
     to holders of its outstanding Ordinary Shares generally any
     rights, options or warrants (or modify any of their existing
     rights, options or warrants) entitling them to subscribe for
     or purchase (i) Ordinary Shares, (ii) any assets of
     Frontline Ltd., (iii) any securities of Frontline Ltd.
     (other than its Ordinary Shares) or of any entity other than
     Frontline Ltd. or (iv) any rights, options or warrants
     entitling them to subscribe for or to purchase any of the
     foregoing securities, whether or not such rights, options or
     warrants are immediately exercisable (hereinafter
     collectively called "Distribution on Ordinary Shares"),
     Frontline Ltd. shall issue to the Warrant Holders the
     Distribution on Ordinary Shares to which they would have
     been entitled if they had exercised their Warrants
     immediately prior to the record date for the purpose of
     determining the shareholders entitled to receive such
     Distribution on Ordinary Shares.

3.   No adjustment of the Exercise Price shall be made as a
     result of or in connection with:

     (i)   the issuance of Ordinary Shares pursuant to options,
           warrants or stock purchase agreements entered into
           prior to the date hereof, or pursuant to options for
           Ordinary Shares issued pursuant to Frontline Ltd.'s
           Bermuda Share Option Plan or Frontline Ltd.'s United
           Kingdom Share Option Plan or otherwise subsequent to
           the date hereof to officers, directors, employees or
           consultants of Frontline Ltd. or of a subsidiary in
           connection with their services to Frontline Ltd.;

     (ii)  the issuance of Ordinary Shares in connection with
           Distributions on Ordinary Shares pursuant to
           Subsection 2. a. 2.; or

     (iii) the issuance or exercise of the Warrants.

4.   All calculations under this Section 2. a. shall be made to
     the nearest one-tenth of a cent.




                               18



<PAGE>

b.   No Adjustments to Exercise Price

     No adjustment in the Exercise Price in accordance with the
     provisions of Section 2.a. hereof need be made if such
     adjustment would (i) lower the Exercise Price below the par
     value of an Ordinary Share or (ii) amount to a change in
     such Exercise Price of less than USD 0.05; provided,
     however, that the amount by which any adjustment is not made
     by reason of the provision of this section 2.b. (ii) shall
     be carried forward and taken into account at the time of any
     subsequent adjustment in the Exercise Price.

c.   Adjustment to Number of Shares

     Upon each adjustment of the Exercise Price pursuant to
     Section 2.a., each Warrant shall thereupon be deemed to
     evidence the right to purchase that number of Ordinary
     Shares (calculated to the nearest hundredth of a share)
     obtained by multiplying the number of Ordinary Shares
     purchasable immediately prior to such adjustment by the
     Exercise Price in effect immediately prior to such
     adjustment and dividing the product so obtained by the
     Exercise Price in effect immediately after such adjustment.

d.   Reorganisations

     In case of any capital reorganisation (other than in the
     cases referred to in Section 2.a. hereof) or the
     amalgamation, consolidation or merger of Frontline Ltd. with
     or into any other entity (other than an amalgamation, merger
     or consolidation in which Frontline Ltd. is the continuing
     parent and which does not result in any reclassification of
     the outstanding Ordinary Shares or the conversion of such
     outstanding Ordinary Shares into other shares, securities or
     property), or the sale of the property of Frontline Ltd. as
     an entirety or substantially as an entirety (collectively
     each such action being hereinafter referred to as a
     "Reorganisation"), there shall thereafter be deliverable
     upon the exercise of any Subscription Right (in lieu of the
     number of Ordinary Shares theretofore deliverable) the
     number of Ordinary Shares or other securities or property to
     which a holder of Ordinary Shares would have been entitled
     upon such Reorganisation if such Subscription Right had been
     exercised in full immediately prior to such Reorganisation.

     In case of any Reorganisation, appropriate adjustment, as
     determined in good faith by the Board of Directors of
     Frontline Ltd., shall be made in the application of the
     provisions herein set forth with respect to the rights and
     interests of the Warrant Holders so that the provisions set
     forth herein shall thereafter be applicable, as nearly as


                               19



<PAGE>

     possible, in relation to any shares or other property
     thereafter deliverable upon the exercise of any Subscription
     Right.

     Any such adjustment shall be made by and set forth in an
     addendum hereto and shall, for all purposes hereof,
     conclusively be deemed to be an appropriate adjustment.

     Frontline Ltd. shall not effect any Reorganisation unless
     upon or prior to the consummation thereof, the successor
     parent, or, if Frontline Ltd. shall be the surviving parent
     and is not the issuer of the shares or other securities or
     property to be delivered to holders of Ordinary Shares
     outstanding at the effective time thereof, Frontline Ltd.,
     shall assume, by written instrument, the obligation to
     deliver to each Warrant Holder such shares of stock,
     securities, cash or other property as such Warrant Holder
     shall be entitled to purchase in accordance with the
     foregoing provisions. In the event of the sale or conveyance
     or other transfer of all or substantially all of the assets
     of  Frontline Ltd. as a part of a plan for liquidation of
     Frontline Ltd., the Subscription Rights shall terminate
     thirty (30) days after Frontline Ltd. gives written notice
     to each Warrant Holder that such sale or conveyance or other
     transfer has been consummated.

e.   Ordinary Share Buy Backs

     If at any time Frontline Ltd. offers to purchase any
     Ordinary Shares from the holders of Ordinary Shares,
     Frontline Ltd. shall, simultaneously, give notice thereof to
     the Warrant Holders and each Warrant Holder shall be
     entitled to exercise his Subscription Right effective
     immediately prior to the date of Frontline Ltd.'s offer.

f.   Verification of Computations

     Whenever the Exercise Price is adjusted as provided in
     Section 2, Frontline Ltd. will promptly obtain a certificate
     of either a firm of independent public accountants of
     recognised standing who may be the regular auditors of
     Frontline Ltd. or an internationally recognised investment
     bank to be selected by the Board of Directors setting forth
     the Exercise Price as so adjusted and a brief statement of
     the facts accounting for such adjustment, and will make
     available a brief summary thereof to the Warrant Holders at
     their addresses listed on the register maintained for that
     purpose by Frontline Ltd.





                               20



<PAGE>

g.   Notice of Adjustments

     Whenever an adjustment is made pursuant to this Section 2,
     Frontline Ltd. shall cause notice of such adjustment to be
     mailed to the Warrant Holders within fifteen (15) days
     thereafter, such notice to include in reasonable detail (i)
     the events precipitating the adjustment, (ii) the
     computation of any adjustments, and (iii) the Exercise Price
     and the number of Ordinary Shares or securities or other
     property purchasable upon exercise of the Subscription
     Rights after giving effect to such adjustment.

h.   Warrant Certificate Amendments

     Irrespective of any adjustments pursuant to this Section 2,
     Warrant Certificates theretofore issued need not be amended
     or replaced, but Warrant Certificates thereafter issued
     shall bear an appropriate legend or other notice of any
     adjustments.

i.   Fractional Shares

     Frontline Ltd. shall not, upon the exercise of any
     Subscription Right, issue fractional Ordinary Shares which
     may result pursuant to Section 1, or from adjustments in
     accordance with this Section 2 to the number of Ordinary
     Shares purchasable under the Warrants. If a number of
     Warrants are exercised at one time by the same Warrant
     Holder which is not dividable by 10, the number of whole
     Ordinary Shares which shall be deliverable shall be computed
     based on the number of Ordinary Shares deliverable in
     exchange for the aggregate number of Warrants exercised.
     With respect to any final fraction of an Ordinary Share
     called for upon the exercise of any Warrants, Frontline Ltd.
     shall round up such fraction to the nearest whole number in
     cases of fractions greater than or equal to one-half and
     round down (and cancel) such fraction in cases of fractions
     less than one-half. The Warrant Holder for such a fractional
     Ordinary Share shall receive no consideration for such
     fractional Ordinary Share upon its rounding down and
     cancellation.

3.   OTHER PROVISIONS

     Frontline Ltd. shall keep available for issue sufficient
     authorised but un-issued share capital to satisfy in full
     all Subscription Rights remaining exercisable.






                               21



<PAGE>

4.   PURCHASE

     Frontline Ltd. shall have the right to purchase Warrants at
     such price and for such consideration as its Board of
     Directors shall deem appropriate in the circumstances.

5.   SUB-REGISTRATION - LISTING - TRANSFERS

a.   Frontline Ltd. has entered into an agreement with
     Christiania Bank og Kreditkasse of Oslo, Norway (the
     "Registrar") pursuant to which the Registrar has established
     a sub-register for the Warrants in the Norwegian paperless
     securities recordation system ("VPS").

     The Registrar will, as a consequence thereof, act as nominee
     owner of the Warrants (and one Warrant Certificate will be
     issued in the name of the Registrar representing all of the
     Warrants as a consequence thereof) on behalf of the
     beneficial Warrant Holders. Each beneficial Warrant Holder's
     interest will be documented in an account in his name in the
     VPS.

b.   A beneficial Warrant Holder cannot demand that his interest
     in the Warrants are evidenced in any other way (such as a
     physical Warrant Certificate issued in his own name) than
     through the sub-register in the VPS.

c.   These conditions are subject to the agreement between the
     Registrar and Frontline Ltd.

d.   Frontline Ltd. will endeavour to arrange for a listing of
     the Warrants on the Oslo Stock Exchange.

e.   Any transfers of beneficial ownership to the Warrants shall
     be evidenced by appropriate transfers in the sub-register in
     the VPS in accordance with market practice and applicable
     laws in Norway.

f.   If, for any reason, the agreement with the Registrar is
     terminated, Frontline Ltd. shall, without delay, appoint a
     new registrar in place of the Registrar.

     Following such appointment (which shall be on comparable
     terms and with comparable duties and obligations vis-a-vis
     the beneficial Warrant Holders as the agreement with the
     Registrar), the Warrant Certificate shall be delivered by
     the Registrar to Frontline Ltd. Frontline Ltd. shall then
     cancel such Warrant Certificate and issue a new Warrant
     Certificate on identical terms to the new registrar.




                               22



<PAGE>

6.   DOCUMENTS AND MEETINGS

a.   No Warrant Certificate shall entitle the registered holder
     thereof to any of the rights of a shareholder of Frontline
     Ltd., including, without limitation, the right to vote, to
     receive dividends and other distributions, to receive any
     notice of, or to attend, meetings of shareholders or any
     other proceedings of Frontline Ltd.

b.   Frontline Ltd. will, concurrently, with the issue of the
     same to its equity shareholders and registered Warrant
     Holders, send copies of its Annual Report and Accounts
     together with all documents required by law to be annexed
     thereto and copies of every statement, notice or circular
     otherwise issued to its shareholders to the beneficial
     Warrant Holders recorded in the VPS at such time.

c.   If, at any time, an offer is made to all holders of Ordinary
     Shares (or all such holders except the offeror, any entity
     controlled by the offeror and/or any person acting in
     concert with the offeror) to acquire any or all of the
     outstanding Ordinary Shares and Frontline Ltd. becomes aware
     that, as a result of such offer, the right to cast a
     majority of the votes which may ordinarily be cast at a
     general meeting of the holders of Ordinary Shares has or may
     become vested in the offeror and/or such entities or
     persons, Frontline Ltd. shall give notice of such offer to
     each registered Warrant Holder within seven (7) days of its
     becoming so aware. For the purpose of this condition, the
     publication of a scheme or arrangement under The Companies
     Act of 1981 of Bermuda providing for the acquisition by any
     person or persons of the whole or any part of the share
     capital of Frontline Ltd. shall be deemed to be the making
     of an offer.

d.   If any Warrant Certificate shall be mutilated, lost, stolen
     or destroyed, Frontline Ltd., in its discretion, may execute
     and deliver, in exchange and substitution for and upon
     cancellation of such mutilated Warrant Certificate, or, in
     lieu of or in substitution for a lost, stolen or destroyed
     Warrant Certificate, a new Warrant Certificate for the
     number of Warrants represented by the Warrant Certificate so
     mutilated, lost, stolen or destroyed but only upon receipt
     of evidence of such loss, theft or destruction of such
     Warrant Certificate and of the ownership thereof, and an
     indemnity, if requested, all satisfactory to Frontline Ltd.
     Applicants for such substitute Warrant Certificate shall
     also comply with such other reasonable requirements and pay
     such other reasonable charges incidental thereto as
     Frontline Ltd. may prescribe. Any such new Warrant
     Certificate shall constitute an original contractual


                               23



<PAGE>

     obligation of Frontline Ltd., whether or not the allegedly
     lost, stolen, mutilated or destroyed Warrant Certificate
     shall be at any time enforceable by anyone.

e.   For the purpose of these conditions, "extraordinary
     resolution" means a resolution proposed at a meeting of the
     beneficial Warrant Holders duly convened and held and passed
     by a majority consisting of not less than three-fourths of
     the votes cast whether on a show of hands or on a poll.

f.   All the provisions of the Bye-laws for the time being of
     Frontline Ltd. as to instruments of transfer, transfer book,
     the share register and general meeting shall, mutatis
     mutandis, apply as though the Warrants were a class of
     shares forming part of the capital of Frontline Ltd., but so
     that in any meeting of the beneficial Warrant Holders:

     (i)   the necessary quorum shall be the beneficial Warrant
           Holders (present in person or by proxy) entitled to
           acquire one-third in nominal amount of the Ordinary
           Shares in respect of which Subscription Rights remain
           exercisable;

     (ii)  every beneficial Warrant Holder present in person or
           by proxy at any such meeting shall be entitled, on a
           show of hands to one vote and every such beneficial
           Warrant Holder present in person or by proxy shall be
           entitled, on a poll, to one vote for every Ordinary
           Share for which he is entitled to subscribe;

     (iii) any beneficial Warrant Holder present in person or by
           proxy may demand or join in demanding a poll; and

     (iv)  if, at any time, at any adjourned meeting a quorum as
           above defined is not present, those beneficial Warrant
           Holders who are then present in person or by proxy
           shall be a quorum.
















                               24



<PAGE>

            NOTICE OF EXERCISE OF SUBSCRIPTION RIGHTS


To:  Frontline Ltd.

We, Christiania Bank og Kreditkasse, being the registered holder
of the Warrants evidenced by the Warrant Certificate overleaf,
hereby exercise our subscription rights in respect of *..........
of the Ordinary Shares referred to in such Warrant Certificate in
accordance with the conditions applicable thereto.

We send herewith a remittance for the subscription monies
payable/documentation for our payment of the Exercise Price for
the Ordinary Shares for which we hereby subscribe in accordance
with the above conditions.

We agree to accept the Ordinary Share(s) to be allotted pursuant
to this notice subject to the Memorandum of Association and Bye-
laws of the Company and the conditions applicable to our Warrants
and request you to despatch the certificate for such Ordinary
Share(s) by registered mail at our risk to ourselves at the
following address:

Address .........................................................
 .................................................................
 ..............................................

*Note:   Complete as appropriate, Subscription Right(s) may only
         be exercised in respect of a whole number of Ordinary
         Share(s)























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02089006.AB2