##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K/A
 (Amendment
No. 1)
  ANNUAL REPORT
 PURSUANT TO SECTION 13 OR
    15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    001-32343
  Arlington Tankers
    Ltd.
 (Exact name of Registrant as
    specified in its charter)
  Bermuda
 (Jurisdiction of incorporation
    or organization)
  First Floor, The Hayward Building
 22 Bermudiana Road
 Hamilton HM 11, Bermuda
 (Address of principal executive
    offices)
  Registrants telephone number, including area code:
 (441) 292-4456
  Securities registered pursuant to Section 12(b) of the
    Act.
  Name of Each ExchangeTitle of Each Class

on Which RegisteredCommon Shares, par value $0.01 per share


New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act.
    None (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
   Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE




---



##### 





TABLE OF
    CONTENTS
   
 PART IITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


3PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


16EXHIBIT INDEX


18EX-31.2 - Section 302 Certification of CEO & CFO      Form 10-K,




---



##### Table of Contents



EXPLANATORY NOTE
   2




---



##### Table of Contents



PART I  ITEM 7.MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS
  Form 10-K. Form 10-K
  
    future operating or financial results;
    future payments of quarterly dividends and the availability of
    cash for payment of quarterly dividends;
    statements about future, pending or recent acquisitions,
    business strategy, areas of possible expansion, and expected
    capital spending or operating expenses;
    statements about tanker market trends, including charter rates
    and factors affecting vessel supply and demand;
    expectations about the availability of vessels to purchase, the
    time which it may take to construct new vessels, or
    vessels useful lives; and
    our ability to repay our secured secured credit facility at
    maturity, to obtain additional financing and to obtain
    replacement charters for our Vessels.    Overview
     3




---



##### Table of Contents



vessel-by-vessel 30-month 30-month
 4




---



##### Table of Contents



Stena Consul Stena Compatriot Stena Concord Stena Companion
    Factors
    Affecting Our Results of Operations and Cash Available for
    Dividends
    
    the Basic Hire paid to us under our Charters;
    the amount of Additional Hire, if any, that we receive under our
    Charters;
    fees under the ship management agreements;
    depreciation;
    administrative and other expenses;
    interest expense, net of the cash benefit from the net gain
    realized from the termination of an interest rate swap;
    any loss of any Vessel;
    required capital expenditures;
    any cash reserves established by our board of directors;
    any change in our dividend policy; and
    increased borrowings or future issuances of securities.   5




---



##### Table of Contents



6




---



##### Table of Contents



Critical
    Accounting Policies And Estimates
    Revenue
    Recognition
    Vessels,
    Depreciation and Impairment
      Results
    of Operations
  Year
    Ended December 31, 2007 Compared To Year Ended
    December 31, 2006
  Total
    operating revenues, net
   7




---



##### Table of Contents



Total
    Vessel operating expenses
    Depreciation
    Administrative
    expenses
  Form S-3
  Other
    expenses, net
      Year
    Ended December 31, 2006 Compared To Year Ended
    December 31, 2005
  Total
    operating revenues, net
   8




---



##### Table of Contents



Total
    Vessel operating expenses
    Depreciation
    Administrative
    expenses
  Form S-3
  Other
    expenses, net
    Liquidity
    and Capital Resources
     9




---



##### Table of Contents



Dividend
    Policy
   10




---



##### Table of Contents




    the Basic Hire is paid on all of our Vessels, all of our Vessels
    are on hire for 360 days per fiscal year and the options to
    extend the charters are exercised by the Charterers;
    no Additional Hire is paid on our two Panamax Tankers or our two
    Product Tankers that are eligible to earn Additional Hire;
    the Additional Hire continues to be paid in connection with the
    sub-charter of the Stena Visionto Sun International,
    which is expected to expire within 30 days of July 31,
    2008;
    Additional Hire of approximately $350,000 per Vessel per quarter
    is paid on the V-MAX Vessels in connection with the Eiger
    Shipping sub-charters, assuming that the V-MAX Vessels operate
    for 90 days per quarter (the Eiger Shipping sub-charger for
    the Stena Victorycommenced on October 20, 2007 and
    the Eiger Shippin sub-charter for the Stena Visionis
    expected to commence within 30 days of July 31, 2008);
    the V-MAX Vessels are returned on the notional termination dates
    of the sub-charter within the
    60-day
    delivery window;
    we have no cash expenses or liabilities other than the ship
    management agreements, our current directors fees, the
    current salaries and benefits of our employees, currently
    anticipated administrative and other expenses and interest under
    our secured credit facility;
    we pay no U.S. federal income taxes and minimal
    U.S. and state payroll taxes;
    we have no requirement to fund any required capital expenditures
    with respect to our Vessels; 11




---



##### Table of Contents




    we do not suffer the loss or constructive loss of any of our
    Vessels;
    no material cash reserves or requirements are established by the
    actions of our Board of Directors or management;
    we remain in compliance with our secured credit facility which
    requires, among other things, that the fair market value of our
    Vessels exceeds 140% of our borrowings under the facility (or
    125% if the loan amount at the time of such dividend all of our
    Vessels are on time charter for a remaining period of at least
    12 months) in order to pay dividends; and
    we do not issue any additional common shares or other securities
    or borrow any additional funds.        
    the amount of cash that was available for dividends in the
    fiscal year ended December 31, 2007; and
    based on the assumptions and the other matters in the preceding
    paragraphs, our estimate of the amount of cash likely to be
    available for dividends for each of the 2008, 2009, and 2010
    fiscal years.  2007


2008


2009


2010(In millions of dollars, exceptper share amounts)Basic Hire(1)

$
65.9


$
66.2


$
65.3


$
66.4V-MAX Additional Hire  Sun International
    sub-charter(s)(2)


2.0



.5







V-MAX Additional Hire  Eiger Shipping sub-charters(3)


.3



2.2



2.6



.8Additional Hire  Panamax and Product tankers(4)


2.0











Vessel operating expenses


(20.0
)


(20.3
)


(21.2
)


(22.3
)Cash administrative expenses(5)


(2.2
)


(2.4
)


(2.5
)


(2.5
)Cash interest costs(6)


(12.0
)


(12.3
)


(12.3
)


(12.3
)Cash available for dividends


36.1



33.9



31.8



30.1Estimated dividends per share(7)

$
2.32


$
2.19


$
2.05


$
1.94  12




---



##### Table of Contents



(1)
    
    Basic Hire revenues for 2008, 2009 and 2010 assume that options
    available under the charter contracts are exercised by the
    Charterer. Basic Hire reflected in the above table includes
    $700,000 of revenue in 2008, $28.8 million of revenue in
    2009, and $56.0 million of revenues in 2010 arising from
    such option exercises.(2)
    
    The sub-charter with Sun International for the StenaVictory expired on October 20, 2007. The Additional
    Hire revenue associated with the ongoing sub-charter of the
    StenaVision to Sun International is guaranteed, meaning
    that we will be paid the Additional Hire revenue by Concordia
    whether the V-MAX tanker is in service or not in service, during
    the term of the sub-charter. The sub-charter with Sun
    International for the Stena Visionis due to expire
    within 30 days of July 31, 2008. Our estimate above
    reflects guaranteed V-MAX Additional Hire revenue from Sun
    International sub-charter through July 31, 2008.(3)
    
    Immediately following the expiration of the sub-charter of the
    Stena Victorywith Sun International, that Vessel
    commenced operating under a new sub-charter agreement with Eiger
    Shipping. In addition, immediately following the expiration of
    the sub-charter of the Stena Visionwith Sun
    International, we expect that Vessel to commence operating under
    a new sub-charter agreement with Eiger Shipping. During the term
    of these new sub-charters, we will continue to earn guaranteed
    Basic Hire from Concordia and we will also earn Additional Hire
    under the profit sharing provisions of the Charters. Additional
    Hire for the V-MAX tankers under the new sub-charters will be
    based on a fixed time charter hire payable by Eiger Shipping to
    Concordia under the sub-charters and the Additional Hire is not
    exposed to fluctuations in spot market rates. Additional Hire
    revenues under these sub-charters are not guaranteed, meaning
    that we will earn Additional Hire only if the Vessel is in
    service. The sub-charter for Eiger Shipping related to the
    Stena Victorycommenced on October 20, 2007. Our
    estimated cash available for dividends includes our estimated
    Additional Hire for the Stena Victory, based on the
    October 20, 2007 commencement date. Our estimated cash
    available for dividends includes our estimated Additional Hire
    for the Stena Vision, assuming that the Eiger Shipping
    sub-charter for that Vessel begins on August 1, 2008. While
    the V-MAX Vessels are sub-chartered to Eiger Shipping, the
    profit sharing provisions in the Concordia charters are expected
    to result in Additional Hire revenue of approximately $350,000
    per Vessel per quarter, based on the time charter rates under
    the sub-charters and assuming the Vessels operate 90 days
    per quarter, in addition to the guaranteed Basic Hire.(4)
    
    Reflects Additional Hire revenues actually earned in 2007 by our
    two Panamax tankers and our two Product tankers that are
    eligible to earn Additional Hire. No estimates have been made
    for 2008, 2009 and 2010 as these Additional Hire revenues are
    not determinable due to volatility and unpredictability of
    various factors, including spot market rates which are used to
    compute Additional Hire revenues.(5)
    
    General and administrative expenses for 2008 through 2010 do not
    include any cost for executive bonuses, which are primarily
    performance based.(6)
    
    Cash interest costs reflect the benefit of approximately
    $1.0 million per year from the 2005 termination of an
    interest rate swap. The interest expense for each year will be
    approximately $13.3 million ($229.5 million at
    5.7325%).(7)
    
    Based on 15,500,000 issued and outstanding common shares. 13




---



##### Table of Contents



Our
    Secured Credit Facility
  The following summary of the material terms of our credit
    facility does not purport to be complete and is subject to, and
    qualified in its entirety by reference to, all the provisions of
    our Term Loan Agreement. For more complete information, you
    should read the entire Secured Loan Facility Agreement
    incorporated by reference as an exhibit to this Annual Report on
    Form 10-K.
           14




---



##### Table of Contents



Long Term
    Financial Obligations and Other Commercial Obligations
    Payments Due by PeriodOne Year


2-3


4-5


More ThanCommercial and Contractual Obligations

Total


or Less


Years


Years


5 Years(In thousands of $)Long term debt, including current maturities

$
229,500










$
229,500



Interest payments(1)


40,235



13,375



26,677



183



Ship management obligations(2)


101,527



20,316



43,613



32,472



5,126Total

$
371,262


$
33,691


$
70,290


$
262,155



5,126     (1)
    
    Refers to our expected interest payments over the term of our
    secured credit facility after entering into swap arrangements at
    a fixed rate of 5.7325%.(2)
    
    Refers to our fixed daily operating costs for our Vessels under
    our ship management agreements with Northern Marine, which
    increase 5% annually. These costs are payable by us monthly in
    advance. We have assumed that the Charterers will exercise all
    of their options available under the Charters. 15




---



##### Table of Contents



PART IV  ITEM 15.EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES
  List of Exhibits.
  Form 10-K
 16




---



##### Table of Contents



SIGNATURES      By:
    /s/  Edward
    Terino   Title:
    President, Chief Executive Officer, and  17




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of Exhibit3.1(1)

Memorandum of Association3.2(1)

Bye-laws4.1(1)

Form of Common Share Certificate4.2(1)

Registration Rights Agreement10.1(1)

US $135,000,000 Secured Loan Facility Agreement10.2.1(1)

Memorandum of Agreement for sale of Stena Companion10.2.2(1)

Memorandum of Agreement for sale of Stena Compatriot10.2.3(1)

Memorandum of Agreement for sale of Stena Concord10.2.4(1)

Memorandum of Agreement for sale of Stena Consul10.2.5(1)

Memorandum of Agreement for sale of Stena Victory10.2.6(1)

Memorandum of Agreement for sale of Stena Vision10.2.7(5)

Memorandum of Agreement for sale of Stena Concept10.2.8(5)

Memorandum of Agreement for sale of Stena Contest10.3.1(1)

Time Charter Party for Stena Companion10.3.2(2)

Amendment No. 1 to Time Charter Party for Stena
    Companion10.3.3(5)

Amendment No. 2 to Time Charter Party for Stena
    Companion10.3.4(1)

Time Charter Party for Stena Compatriot10.3.5(2)

Amendment No. 1 to Time Charter Party for Stena
    Compatriot10.3.6(6)

Amendment No. 2 to Time Charter Party for Stena
    Compatriot10.3.7(1)

Time Charter Party for Stena Concord10.3.8(2)

Amendment No. 1 to Time Charter Party for Stena
    Concord10.3.9(6)

Amendment No. 2 to Time Charter Party for Stena
    Concord10.3.10(1)

Time Charter Party for Stena Consul10.3.11(2)

Amendment No. 1 to Time Charter Party for Stena
    Consul10.3.12(6)

Amendment No. 2 to Time Charter Party for Stena
    Consul10.3.13(1)

Time Charter Party for Stena Victory10.3.14(2)

Amendment No. 1 to Time Charter Party for Stena
    Victory10.3.15(1)

Time Charter Party for Stena Vision10.3.16(2)

Amendment No. 1 to Time Charter Party for Stena
    Vision10.4.1(1)

Ship Management Agreement for Stena Companion10.4.2(2)

Amendment No. 1 to Ship Management Agreement for Stena
    Companion10.4.3(6)

Amendment No. 2 to Ship Management Agreement for Stena
    Companion10.4.4(1)

Ship Management Agreement for Stena Compatriot10.4.5(2)

Amendment No. 1 to Ship Management Agreement for Stena
    Compatriot10.4.6(6)

Amendment No. 2 to Ship Management Agreement for Stena
    Compatriot10.4.7(1)

Ship Management Agreement for Stena Concord10.4.8(2)

Amendment No. 1 to Ship Management Agreement for Stena
    Concord10.4.9(6)

Amendment No. 2 to Ship Management Agreement for Stena
    Concord10.4.10(1)

Ship Management Agreement for Stena Consul10.4.11(2)

Amendment No. 1 to Ship Management Agreement for Stena
    Consul10.4.12(6)

Amendment No. 2 to Ship Management Agreement for Stena
    Consul10.4.13(1)

Ship Management Agreement for Stena Victory 18




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10.4.14(2)

Amendment No. 1 to Ship Management Agreement for Stena
    Victory10.4.15(6)

Amendment No. 2 to Ship Management Agreement for Stena
    Victory10.4.16(1)

Ship Management Agreement for Stena Vision10.4.17(2)

Amendment No. 1 to Ship Management Agreement for Stena
    Vision10.4.18(6)

Amendment No. 2 to Ship Management Agreement for Stena
    Vision10.4.19(6)

Ship Management Agreement for Stena Concept10.4.20(6)

Ship Management Agreement for Stena Contest10.5.1(1)

Stena Guaranty of Time Charter for Stena Companion10.5.2(1)

Stena Guaranty of Time Charter for Stena Compatriot10.5.3(1)

Stena Guaranty of Time Charter for Stena Concord10.5.4(1)

Stena Guaranty of Time Charter for Stena Consul10.5.5(6)

Stena Guaranty of Time Charter for Stena Concept10.5.6(6)

Stena Guaranty of Time Charter for Stena Contest10.5.7(1)

Concordia Guaranty of Time Charter for Stena Victory10.5.8(1)

Concordia Guaranty of Time Charter for Stena Vision10.6.1(1)

Stena Standby Charter Agreement for Stena Victory10.6.2(1)

Stena Standby Charter Agreement for Stena Vision10.7.1(1)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Companion10.7.2(1)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Compatriot10.7.3(1)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Concord10.7.4(1)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Consul10.7.5(1)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Victory10.7.6(1)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Vision10.7.8(6)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Concept10.7.9(6)

Stena Guaranty of Off-Hire and Replacement of Ship Manager for
    Stena Contest10.8.1(1)

Arlington Guaranty of Time Charter for Stena Companion10.8.2(1)

Arlington Guaranty of Time Charter for Stena Compatriot10.8.3(1)

Arlington Guaranty of Time Charter for Stena Concord10.8.4(1)

Arlington Guaranty of Time Charter for Stena Consul10.8.5(1)

Arlington Guaranty of Time Charter for Stena Victory10.8.6(1)

Arlington Guaranty of Time Charter for Stena Vision10.8.7(6)

Arlington Guaranty of Time Charter for Stena Concept10.8.8(6)

Arlington Guaranty of Time Charter for Stena Contest10.9.1(1)

Arlington Guaranty of Ship Management Agreement for Stena
    Companion10.9.2(1)

Arlington Guaranty of Ship Management Agreement for Stena
    Compatriot10.9.3(1)

Arlington Guaranty of Ship Management Agreement for Stena
    Concord10.9.4(1)

Arlington Guaranty of Ship Management Agreement for Stena
    Consul10.9.5(1)

Arlington Guaranty of Ship Management Agreement for Stena
    Victory10.9.6(1)

Arlington Guaranty of Ship Management Agreement for Stena
    Vision10.9.7(6)

Arlington Guaranty of Ship Management Agreement for Stena
    Concept10.9.8(6)

Arlington Guaranty of Ship Management Agreement for Stena
    Contest10.10.1(5)

Loan Agreement, dated 12 December 2005, between Arlington
    Tankers Ltd. and The Royal Bank of Scotland plc.10.11(3)

Letter Agreement, dated July 1, 2005, between Arlington
    Tankers Ltd. and Tara Railton 19




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10.12*(4)

Change in Control Agreement between Arlington Tankers Ltd. and
    Edward Terino, dated October 24, 200510.13*(7)

Arlington Tankers Ltd. 2007 Bonus Plan12.1(9)

Statement re: Computation of Ratio of Earnings to Fixed Charges.14.1(8)

Code of Ethics21.1(9)

Subsidiaries23.1(9)

Consent of Moore Stephens P.C. (Independent Registered Public
    Accounting Firm).23.2(9)

Consent of KPMG LLP (Independent Registered Public Accounting
    Firm).31.1(9)

Certification of President, Chief Executive Officer, and Chief
    Financial Officer pursuant to
    Rule 13a-14(a)/15d-14(a)31.2

Certification of President, Chief Executive Officer, and Chief
Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)32.1(9)

Certification of President, Chief Executive Officer and Chief
    Financial Officer pursuant to 18 U.S.C. 1350     (1)
    
    Incorporated herein by reference from the Registrants
    Registration Statement on
    Form F-1,
    filed on October 21, 2004 (File
    No. 333-119869).(2)
    
    Incorporated herein by reference from the Registrants
    Annual Report on
    Form 20-F,
    filed on June 6, 2005 (File
    No. 001-32343).(3)
    
    Incorporated by reference from the Registrants Current
    Report on
    Form 8-K,
    filed on July 8, 2005 (File
    No. 001-32343).(4)
    
    Incorporated by reference from the Registrants Current
    Report on
    Form 8-K,
    filed on October 27, 2005 (File
    No. 001-32343).(5)
    
    Incorporated by reference from the Registrants Current
    Report on
    Form 8-K,
    filed on December 16, 2005 (File
    No. 001-32343).(6)
    
    Incorporated by reference from the Registrants Current
    Report on
    Form 8-K,
    filed on January 11, 2006 (File
    No. 001-32343).(7)
    
    Incorporated by reference from the Registrants Current
    Report on
    Form 8-K,
    filed on April 26, 2007 and Registrants Current
    Report on
    Form 8-K,
    filed on August 22, 2007 (File
    No. 001-32343).(8)
    
    Incorporated herein by reference from the Registrants
    Annual Report on
    Form 10-K,
    filed on March 16, 2007 (File
    No. 001-32343).(9)
    
    Exhibit filed with original Form 10-K filed with
the SEC on March 14, 2008 (File
No. 001-32343).*
    
    Management contracts and compensatory plan or arrangements
    required to be filed as an exhibit pursuant to Item 15(b)
    of
    Form 10-K. 20