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

                          FORM 20-F/A-2

(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
---------------------------------------------------------------
     (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





<PAGE>


    ----------------             -------------------------

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

          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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<PAGE>


                        EXPLANATORY NOTE

    This amendment to the annual report on Form 20-F of Frontline
Ltd. (the "Company") for the fiscal year ended December 31, 2000
adds the audit report of KPMG dated March 30, 2000, with respect
to the financial statements of ICB Shipping (publ) Aktiebolag for
the year ended December 31, 1999, which report was inadvertently
omitted from the Form 20-F.











































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<PAGE>


Report of Independent Accountant's Report

To the Board of Directors and Stockholders
ICB Shipping AB


We have audited the consolidated balance sheet of ICB Shipping AB
and subsidiaries as of December 31, 1999, and the related
consolidated statements of income and changes in financial
position not included herein for the year then ended.  Those
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on the consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards
generally accepted in Sweden that are substantially equivalent to
auditing standards generally accepted in the United States.
Those standards require that we plan an perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosure in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material reports, the financial
position of ICB Shipping AB and subsidiaries as of December 31,
1999 and the results of their operations and their changes in
financial position for the year then ended in conformity with
accounting principles generally accepted in Sweden.

Stockholm, Sweden
March 30, 2000.

Per Bergman
Authorized Public Accountant
KPMG










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<PAGE>


                           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 amendment to the annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                       Frontline Ltd.
                                       _______________________
                                       (Registrant)

Date     July 13, 2001                 By /s/ Kate Blankenship
         __________________            _______________________
                                       Kate Blankenship
                                       Company Secretary



































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