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, 2001
                         --------------------------------------------------

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

For the transition period from
                              ---------------------------------------------

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)

     Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, 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.

                      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.
                  76,407,566 Ordinary Shares, $2.50 Par Value
---------------------------------------------------------------------------

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


<PAGE>






                                                              July 12, 2002


          Frontline Ltd. (the "Company")  submits this Form 20-F/A to amend
its annual report filed on Form 20-F for the year ended  December 31, 2001.
The amendments  contained in this Form 20-F/A are set forth below:

          (1)  Item 3, Selected Financial Data:

               The data for the number of Ordinary  Shares  Outstanding for
               the years 1998 through 2001 were omitted from the  Company's
               Form 20-F and have been replaced.

          (2)  Item  5,  Operating  and  Financial  Review  and  Prospects;
               Liquidity and Capital Resources:

               The chart  intended  to reflect  the  Company's  Outstanding
               Obligations  under Capital  Leases was incorrect in the Form
               20-F and have been replaced with the correct chart.










<PAGE>


                                   PART I

ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3.     KEY INFORMATION

A. SELECTED FINANCIAL DATA

The  selected  income  statement  data of the Company  with  respect to the
fiscal  years  ended  December  31,  2001,  2000 and 1999 and the  selected
balance  sheet data of the Company  with  respect to the fiscal years ended
December  31,  2001  and  2000  have  been   derived  from  the   Company's
Consolidated  Financial  Statements  included  herein and should be read in
conjunction with such statements and the notes thereto. The selected income
statement data with respect to the fiscal years ended December 31, 1998 and
1997 and the selected  balance  sheet data with respect to the fiscal years
ended December 31, 1999,  1998 and 1997 has been derived from  consolidated
financial  statements  of the Company not  included  herein.  The  selected
financial data with respect to the fiscal years ended December 31, 1998 and
1997 has been  restated to reflect the treatment of ICB  Aktiebolag  (publ)
("ICB")  as an  investment  accounted  for in  accordance  with the  equity
method.  (See  Item  4.  A  "Information  on  the  Company  -  History  and
development  of the Company").  The following  table should also be read in
conjunction with Item 5. "Operating and Financial Review and Prospects" and
the Company's  Consolidated Financial Statements and Notes thereto included
herein.

<TABLE>
                                                                       Fiscal Year Ended December 31,
                                                       ----------------------------------------------------------------
                                                               2001         2000         1999         1998         1997
                                                                                               (restated)   (restated)
                                                       (in thousands, except Ordinary Shares, per Ordinary Share data and ratios)
<S>                                                      <C>          <C>          <C>          <C>          <C>
Income Statement Data:
----------------------
Net operating revenues                                   $  647,345   $  599,944   $  253,214   $  203,860   $  197,197
Net operating (loss) income after depreciation           $  384,754   $  376,092   $  (12,210)  $   72,455   $   55,476
Net income (loss) before cumulative effect
    of change in accounting principle                    $  350,389   $  313,867   $  (86,896)  $   31,853   $   22,794
Net (loss) income                                        $  382,728   $  313,867   $  (86,896)  $   31,853   $   22,794
Earnings (loss) per Ordinary Share
 - basic                                                 $     4.99   $     4.28   $    (1.76)  $     0.69   $     0.63
 - diluted                                               $     4.98   $     4.27   $    (1.76)  $     0.69   $     0.63
Cash dividends per Ordinary Share                        $     1.50   $        -   $        -   $        -   $        -

Balance Sheet Data (at end of year):
------------------------------------
Cash and cash equivalents                                $  178,176   $  103,514   $   65,467   $   74,034   $   86,870
Newbuildings and vessel purchase options                 $  102,781   $   36,326   $   32,777   $   75,681   $   48,474
Vessels and equipment, net                               $2,196,959   $2,254,921   $1,523,112   $1,078,956   $  970,590
Vessels under capital lease, net                         $  317,208   $  108,387   $        -   $        -   $        -
Total assets                                             $3,033,774   $2,780,988   $1,726,793   $1,505,414   $1,369,849
Long-term debt (including current portion)               $1,391,951   $1,544,139   $1,079,694   $  883,021   $  773,150
Obligations under capital lease (including
  current portion)                                       $  300,790   $  109,763   $        -   $        -   $        -
Stockholders' equity                                     $1,252,401   $1,029,490   $  557,300   $  583,574   $  556,010
Ordinary Shares outstanding                              74,407,566   78,068,811   60,961,860   46,106,860   46,105,860

Cash Flow Data
--------------
Cash provided by operating activities                    $  477,607   $  271,582   $   46,486   $   69,592   $   67,449
Cash provided by (used in) investing activities          $ (103,782)  $ (496,918)  $  175,532   $ (143,955)  $ (283,299)
Cash provided by (used in) financing activities          $ (299,163)  $  263,383   $ (230,585)  $   61,527   $  244,717

Other Financial Data
--------------------
EBITDA (1)                                               $  528,796     $481,789   $   82,292   $  137,099   $  116,795
Cash Earnings (2)                                        $  443,796     $392,184   $    5,662   $   82,843   $   74,278
Return on capital employed (percentage) (3)                   14.7%        18.2%         0.1%         6.5%         6.2%
Equity to assets ratio (percentage) (4)                       41.3%        37.0%        32.3%        38.8%        40.6%
Debt to equity ratio (5)                                        1.4          1.6          1.9          1.5          1.4
Price earnings ratio (6)                                        2.1          3.3         neg.          2.8         19.8

</TABLE>


Footnotes

(1) EBITDA  represents net income (loss) before  interest  expense,  income
    taxes,  depreciation and amortisation expenses.  EBITDA is not required
    by US  generally  accepted  accounting  principles  and  should  not be
    considered as an  alternative  to net income or any other  indicator of
<PAGE>

Contractual Commitments
In February 2001, the Company entered into five newbuilding contracts.  Two
Suezmaxes were ordered with Sasebo Shipyard in Japan for delivery in August
and October,  2001. In addition,  three VLCCs were ordered with Hitachi for
delivery in April,  August and October 2002. In connection  with  acquiring
Mosvold  Shipping  Limited in May 2001,  the Company  secured  control over
another  three VLCC  newbuilding  contracts  scheduled  for  delivery  from
Samsung  in 2001,  2002  and 2003  respectively.  The  aforementioned  2001
delivery was  subsequently  delayed until 2002. In addition,  in June 2001,
Frontline  announced that two joint ventures in which  Frontline owns 33.33
per cent of the share capital, had acquired two newbuilding  contracts from
Bergesen. At December 31, 2001, all eight VLCCs were still to be delivered.
Total  contract  amount for the eight vessels were $591.9  million on a 100
per cent  basis or  adjusting  for  other  owners  shares  in the two joint
ventures,  $487.2  million.  By December  31, 2001 $115.1  million  ($102.8
million  adjusted  for  other  owners)  had  been  paid  to  the  yards  as
instalments  in  accordance  with the  respective  contracts.  The  Company
expects to finance the  remaining  commitments  of $476.8  million  ($384.4
million  adjusted for the other owners shares)  through its working capital
and by obtaining bank loans.

At December 31 2001, the Company had outstanding  debt of $1,392.0  million
which is repayable as follows:

   Year ending December 31,
   (in thousands of $)
   2002                                                         227,597
   2003                                                         294,122
   2004                                                         119,374
   2005                                                         106,291
   2006                                                         245,906
   2007 and later                                               398,661
   ---------------------------------------------------------------------
   Total debt                                                  1,391,951
   =====================================================================

At December 31 2001,  the Company had eight vessels  under capital  leases.
The outstanding obligations under capital leases are payable as follows:

     Year ending December 31,
     (in thousands of $)
     -------------------
     2002                                                         34,409
     2003                                                         34,517
     2004                                                         34,792
     2005                                                         35,859
     2006                                                         35,980
     2007 and later                                              255,757
     --------------------------------------------------------------------
     Minimum lease payments                                      431,314
     --------------------------------------------------------------------
     Less imputed interest                                       130,524
     --------------------------------------------------------------------
     Present value of obligations under capital leases           300,790
     ====================================================================

In March 2001, the Company  acquired from a third party, two companies that
owned four drybulk  carriers  that were  chartered in by the Company  under
capital leases.  These drybulk carriers were then refinanced by traditional
bank financing.

Off-Balance Sheet Financing
In 1998  and  1999,  the  Company  entered  into a total  of four  sale and
leaseback  transactions with German KG structures.  In addition, one of the
vessels  obtained  through the  acquisition of ICB was also sold and leased
back prior to the Company's  acquisition of ICB. The minimum terms of these
leases range up to eight years.  The leases of these five vessels are being
accounted for as operating leases. The future minimum rental payments under
the Company's non-cancellable operating leases, are as follows:

     Year ending December 31,
     (in thousands of $)
     -------------------
     2002                                                          40,971
     2003                                                          24,516
     2004                                                          24,123
     2005                                                          24,628
     2006                                                          24,638
     2007 and later                                                 6,023
     --------------------------------------------------------------------
     Total minimum lease payments                                 144,899
     ====================================================================


<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 annual  report to be signed on
its behalf by the undersigned, thereunto duly authorised.

                                                     Frontline Ltd.
                                                      (Registrant)

Date        June 28, 2002                 By      /s/ Kate Blankenship
                                                    Kate Blankenship
                                                    Company Secretary





02089.0009 #334399