##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
   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, 2006ORo

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
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



TABLE OF
    CONTENTS
  
  PART IITEM 1.
    BUSINESS


2Overview


2Strategy


3Competitive
    Strengths


4Our Fleet


5Charter
    Arrangements


5Ship Management
    Agreements


12Risk of Loss and
    Insurance


13Inspection by a
    Classification Society


14Tanker Industry
    Overview


14Environmental
    Regulation


16Executive Officers
    Of The Registrant


20ITEM 1A. RISK
    FACTORS


21Company Specific
    Risk Factors


21Industry Specific
    Risk Factors


27Risks Related To
    Our Common Shares


30ITEM 1B.
    UNRESOLVED STAFF COMMENTS


30ITEM 2.
    PROPERTIES


31ITEM 3. LEGAL
    PROCEEDINGS


31ITEM 4.
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


31PART IIITEM 5. MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES


31Market Price of
    Arlington Tankers Common Shares and Related Shareholder
    Matters


31Dividends


32ITEM 6.
    SELECTED FINANCIAL DATA


33ITEM 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
    AND RESULTS OF OPERATIONS


34ITEM 7A.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK


47ITEM 8.
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


48Index to
    Consolidated Financial Statements


48ITEM 9.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE


73ITEM 9A.
    CONTROLS AND PROCEDURES


73Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures


73Managements
    Report on Internal Controls Over Financial Reporting


73Changes in Internal
    Controls over Financial Reporting


74Report of
    Independent Registered Public Accounting Firm on Internal
    Controls over Financial Reporting


75ITEM 9B. OTHER
    INFORMATION


76PART IIIITEM 10.
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


76ITEM 11.
    EXECUTIVE COMPENSATION


76ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    AND RELATED SHAREHOLDER MATTERS


76ITEM 13.
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


76ITEM 14.
    PRINCIPAL ACCOUNTANT FEES AND SERVICES


76PART IVITEM 15.
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


77EXHIBIT INDEX


79EX-12.1 Ratio of Earnings to Fixed ChargesEX-14.1 Code of EthicsEX-23.1 Consent of Moore Stephens P.C.EX-23.2 Consent of KPMG LLPEX-23.3 Consent of Accounting Firm (Bermuda)EX-31.1 Section 302 Certification of C.E.O.EX-31.2 Section 302 Certification of C.F.O.EX-32.1 Section 906 Certification of C.E.O.EX-32.2 Section 906 Certification of C.F.O.      Form 10-K,




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##### Table of Contents



PART I  Cautionary
    Statement Regarding Forward Looking Statements
  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 future revenues from
    sub-charters;
    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 term loan at maturity, to
    obtain additional financing and to obtain replacement charters
    for our Vessels.    ITEM 1.
    BUSINESS Overview     2




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sub-chartered sub-charters sub-charters sub-charter sub-chartered sub-charters sub-charters.
  sub-charter sub-charter sub-charter sub-charter sub-charter. sub-charter sub-charter
  sub-charter sub-charter sub-charter sub-charters. sub-charters sub-charters sub-charters
   Strategy   3




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
    Acquire high quality tankers.  Our two V-MAX
    tankers were built in 2001 and our six other tankers entered
    service during 2004 and 2005. All of our tankers have double
    hulls and have been designed to provide more efficient
    transportation of oil and oil products compared to other
    standard ship designs. We will consider acquiring additional
    tankers in the future. Any such acquisition will require
    additional financing and the consent of our lender under our
    current secured term loan facility.
    Time charter our tankers to experienced
    charterers.  We time charter our tankers to
    subsidiaries of Stena and Concordia. Stena and Concordia have
    agreed to guarantee their respective subsidiaries
    obligations under the Charters. Stena operates a fleet of oil
    tankers. Stenas current customers for its fleet of owned
    and chartered-in tankers include major oil companies such as
    ChevronTexaco Corporation, the Royal Dutch/Shell Group of
    Companies, ConocoPhillips and BP plc. The two V-MAX tankers in
    our fleet are chartered by Concordia and have been
    sub-chartered
    to Sun International since acquisition.
    Charter our tankers under long term fixed rate
    charters.  Our existing Charters are designed to
    generate stable and generally predictable cash flow and reduce
    our exposure to the volatility in tanker spot rates. In some of
    our charters we have preserved an opportunity to earn Additional
    Hire during favorable market conditions. The Basic Hire payable
    to us under our Charters will increase annually by an amount
    equal to the annual increase in the fees payable by us under the
    ship management agreements.
    Arrange for ship management contracts with an experienced
    ship manager.  We have entered into ship
    management contracts with Northern Marine for each of our
    Vessels. Under these agreements, Northern Marine has assumed all
    responsibilities for the technical management of the Vessels,
    including crewing, maintenance, repair, drydocking and insurance
    for a fixed daily fee per Vessel which increases 5% annually. In
    addition, Northern Marine has agreed to indemnify us for our
    loss of Basic Hire and direct costs in the event, for
    circumstances specified under the Charters, the Vessel is
    off-hire or receiving reduced hire for more than five days
    during any twelve-month period, net of amounts received from
    off-hire insurance. These arrangements are designed to provide
    stable and generally predictable operating costs for our fleet. Competitive
    Strengths    
    one of the youngest fleets of tankers in the world;
    diversified exposure to three
    sub-segments
    of the tanker market;
    two unique V-MAX tankers;
    vessels managed by Northern Marine, which we believe is one of
    the industrys most qualified vessel managers;
    fixed rate time charters intended to provide stable and
    generally predictable cash flow, reducing our exposure to
    volatility in tanker spot rates, and, in six of our charters,
    profit sharing agreements which provide the opportunity to earn
    Additional Hire revenues; and
    fixed operating costs under our ship management agreements. 4




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Our
    Fleet  Stena Concept Stena Contest
   Vessel Type

Year Built


Dwt


Flag

Date AcquiredV-MAXStena Victory


2001



314,000


Bermuda

November 10, 2004Stena Vision


2001



314,000


Bermuda

November 10, 2004PanamaxStena Companion


2004



72,000


Bermuda

November 10, 2004Stena Compatriot


2004



72,000


Bermuda

November 10, 2004ProductStena Concord


2004



47,400


Bermuda

November 10, 2004Stena Consul


2004



47,400


Bermuda

November 10, 2004Stena Concept


2005



47,400


Bermuda

January 5, 2006Stena Contest


2005



47,400


Bermuda

January 5, 2006          Charter
    Arrangements  The following summary of the material terms of the Charters
    does not purport to be complete and is subject to, and qualified
    in its entirety by reference to, all the provisions of the
    Charters. Because the following is only a summary, it does not
    contain all information that you may find useful. For more
    complete information, you should read the entire Time Charter
    Party for each Vessel incorporated by reference as an exhibit to
    this Annual Report on
    Form 10-K.
 5




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General  Stena Consul Stena Compatriot Stena
    Concord Stena
    Companion
  vessel-by-vessel 30-month
          sub-charters sub-charter sub-charter sub-charter sub-charter sub-charter. sub-charter sub-charter sub-charters sub-charter.
  sub-charter sub-charter
 6




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sub-charter sub-charters. sub-charters sub-charters sub-charters sub-charters sub-charters
  sub-charters.
  Basic
    Hire      StenaVision,Stena


Stena


Stena


Stena


StenaVictory


Compatriot


Companion


Consul


ConcordPeriod

(V-MAX)


(Panamax)


(Panamax)


(Product)


(Product)Nov. 11, 2005 
    Nov. 10, 2006

$
36,075


$
17,688


$
17,688


$
15,765


$
15,765Nov. 11, 2006 
    Nov. 10, 2007


36,469



17,989



17,989



16,043



16,043Nov. 11, 2007 
    Nov. 10, 2008


36,882



18,306



18,306



16,335



16,335Nov. 11, 2008 
    Nov. 10, 2009(1)


37,316



18,639



18,639



16,642



16,642Nov. 11, 2009 
    Nov. 10, 2010(2)


37,772



18,989



18,989



16,964



16,964Nov. 11, 2010 
    Nov. 10, 2011(3)


38,251



19,356



19,356



17,303



17,303Nov. 11, 2011 
    Nov. 10, 2012


38,753



19,741







17,658



Nov. 11, 2012 
    Nov. 10, 2013






20,145







18,031



     (1)
    This period is the first for which the Charterer has the option
    to extend the Charters for Stena Companionand Stena
    Concord. There can be no assurance that the Charterer will
    exercise any option.(2)
    This period is the first for which the Charterer has the option
    to extend the Charters for the V-MAX Tankers, Stena Visionand Stena Victory. There can be no assurance that the
    Charterer will exercise any option.(3)
    This period is the first for which the Charterer has the option
    to extend the Charters for Stena Compatriotand Stena
    Consul. There can be no assurance that the Charterer will
    exercise any option. 7




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Stena ConceptStena ContestPeriod

(Product)January 5, 2006 
    January 4, 2007

$
19,765January 5, 2007 
    January 4, 2008


20,043January 5, 2008 
    January 4, 2009


20,335January 5, 2009 
    January 4, 2010(1)


17,942January 5, 2010 
    January 4, 2011


18,264January 5, 2011 
    July 4, 2011


18,603July 5, 2011 
    July 4, 2012(2)


21,158July 5, 2012 
    July 4, 2013


21,531     (1)
    At the end of the initial fixed charter period expiring on
    January 4, 2009, either we or the Charterers may extend the
    Charters on a
    vessel-by-vessel
    basis for an additional
    30-month
    period expiring on July 4, 2011. If the Charterer extends
    the Charter for this
    30-monthly
    period, we would be eligible to earn Additional Hire in addition
    to Basic Hire. There can be no assurance that the Charterer will
    exercise any option.(2)
    This period is the first for which the Charterer has the option
    to extend the Charters if the Charterer exercises the option
    described in Footnote 1 above. If the Charterer exercises
    this option, we would not be eligible to earn Additional Hire
    during the extension period. There can be no assurance that the
    Charterer will exercise any option.    Additional
    Hire  30-month
    
    a weighted average of the time charter hire per day received by
    the Charterer for any periods during the Calculation Period that
    the Vessel is
    sub-chartered
    by the Charterer under a time charter, less ship broker
    commissions paid by the Charterer in an amount not to exceed
    2.5% of such time charter hire and commercial management fees
    paid by the Charterer in an amount not to exceed 1.25% of such
    time charter hire; and
    the Time Charter Equivalent Hire, calculated as described below,
    for any periods during the Calculation Period that the Vessel is
    not
    sub-chartered
    by the Charterer under a time charter.  sub-chartered sub-chartered
 8




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sub-charters,
    sub-charters sub-charters
  sub-charter sub-charter sub-charter sub-charters. sub-charters sub-charters sub-charters sub-charters sub-charters
      
    multiplying the Average Spot Rate expressed in Worldscale Points
    by the applicable Worldscale flat rate and multiplying that
    product by the cargo size for each vessel type to calculate
    freight income;
    subtracting voyage costs consisting of brokerage commissions of
    2.5% and commercial management fees of 1.25%, bunker costs and
    port charges to calculate voyage income; and
    dividing voyage income by voyage duration, including time in
    port, to calculate the Daily Value.     9




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sub-chartered
      Product tankers:
    
    Rotterdam to New York with 37,000 tons clean (40% weight)
    Curacao to New York with 38,000 tons clean (60% weight)Panamax tankers:
    
    Curacao to New York with 50,000 tons dirty (50% weight) Augusta
    to Houston with 50,000 tons dirty (50% weight)V-MAX tankers:
    
    West-Africa to LOOP with 260,000 tons of crude (50% weight)
    Middle East Gulf to LOOP with 265,000 tons of crude (50% weight)    
    Calculation of freight income.  The freight
    income for each Notional Route is calculated by multiplying the
    Average Spot Rate for such route, as supplied by the Brokers
    Panel, by the Worldscale flat rate for such route as set forth
    in the New Worldwide Tanker Nominal Freight Scale issued by the
    Worldscale Association and current for the relevant period and
    then multiplying such product by the cargo size for such route.
    Calculation of voyage income.  The voyage
    income for each Notional Route is calculated by deducting from
    the freight income for such route ship broker commissions equal
    to 2.5% of the freight income, commercial management fees equal
    to 1.25% of the freight income, the port charges and bunker
    costs (equal to the bunkers used multiplied by the bunkers
    prices) specified below for each Vessel. Bunkers used are
    determined based on speed, distance and consumption of bunkers
    at sea and in port.
    Calculation of voyage duration.  The voyage
    duration for each Notional Route is calculated using the
    distance, speed and time in port specified below for each Vessel.
    Data used in calculations.  The following data
    is used by the Charterer in the above calculations:   Bunkers in
    portFor Product tankers: 40 tons per voyage all-inclusive
    loading and discharging ports.For Panamax tankers: 65 tons per port call all-inclusive
    loading and discharging ports.For V-MAX tankers: loading 12 tons per day; idling 3 tons
    per day; discharging 145 tons per day. Bunker
    pricesFor Product tankers and Panamax tankers: the mean of the
    average prices during the quarter for Marine Fuel Oil grade IFO
    380 CST prevailing at Houston, New York and Curacao as published
    by Platts Bunkerwire, or similar publication, plus barge
    delivery charges in 10




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amount equal to the average barge delivery charges in the
    applicable port over the prior twelve-month period.For V-MAX tankers: the mean of the average prices during
    the quarter for Marine Fuel Oil grade IFO 380 CST prevailing at
    Curacao and Fujairah as published by Platts Bunkerwire, or
    similar publication, plus barge delivery charges in amount equal
    to the average barge delivery charges in the applicable port
    over the prior twelve-month period. Port
    chargesThe port charges for loading and discharging ports on each
    Notional Route are equal to the published tariffs and exchange
    rates in effect on the last calendar day of the quarter and
    include all vessel costs for port calls. Time in
    portFor Product tankers and Panamax tankers: 5.5 days,
    which are split 2 days loading, 2 days discharging and
    the balance of the time idling.For V-MAX tankers: 7.5 days, which are split
    3 days loading, 3 days discharging and the balance of
    the time idling. DistanceThe distance for each Notional Route is determined according to
    the World-Wide Marine Distance Tables published by
    Veson Nautical Distance Tables. Speed and
    consumption at seaFor Product tankers: 14 knots at 36 tons per day in laden
    condition and 14 knots at 35 tons per day in ballast condition
    less a steaming allowance of 7.5 percent applied to the
    speeds to allow for weather and navigation.For Panamax tankers: 14 knots at 41.5 tons per day in
    laden condition and 14 knots at 39.5 tons per day in ballast
    condition less a steaming allowance of 7.5 percent applied
    to the speeds to allow for weather and navigation. Fuel
    consumption for cargo heating to be actual figures of fuel
    consumed but not to exceed 8 tons per day.For V-MAX tankers: 16.9 knots at 127 tons per day in
    laden condition and 17.7 knots at 127 tons per day in ballast
    condition less a steaming allowance of 7.5 percent applied
    to the speeds to allow for weather and navigation.     11




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Ship
    Management Agreements  The following summary of the material terms of the ship
    management agreements does not purport to be complete and is
    subject to, and qualified in its entirety by reference to, all
    the provisions of the ship management agreements. Because the
    following is only a summary, it does not contain all information
    that you may find useful. For more complete information, you
    should read the entire Ship Management Agreement for each Vessel
    incorporated by reference as an exhibit to this Annual Report on
    Form 10-K.
          StenaVision,


Stena


Stena


Stena


StenaStena Victory


Compatriot


Companion


Consul


ConcordPeriod

(V-MAX)


(Panamax)


(Panamax)


(Product)


(Product)Nov. 11, 2005 
    Nov. 10, 2006

$
7,875


$
6,038


$
6,038


$
5,565


$
5,565Nov. 11, 2006 
    Nov. 10, 2007


8,269



6,339



6,339



5,843



5,843Nov. 11, 2007 
    Nov. 10, 2008


8,682



6,656



6,656



6,135



6,135Nov. 11, 2008 
    Nov. 10, 2009(1)


9,116



6,989



6,989



6,442



6,442Nov. 11, 2009 
    Nov. 10, 2010(2)


9,572



7,339



7,339



6,764



6,764Nov. 11, 2010 
    Nov. 10, 2011(3)


10,051



7,706



7,706



7,103



7,103Nov. 11, 2011 
    Nov. 10, 2012


10,553



8,091







7,458



Nov. 11, 2012 
    Nov. 10, 2013






8,495







7,831



     (1)
    This period is the first for which the Charterer has the option
    to extend the Charters for Stena Companion and Stena Concord.
    There can be no assurance that the Charterer will exercise any
    option.(2)
    This period is the first for which the Charterer has the option
    to extend the Charters for the V-MAX Tankers. There can be no
    assurance that the Charterer will exercise any option.(3)
    This period is the first for which the Charterer has the option
    to extend the Charters for Stena Compatriot and Stena Consul.
    There can be no assurance that the Charterer will exercise any
    option. 12




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Stena ConceptStena ContestPeriod

(Product)January 5, 2006 
    January 4, 2007

$
5,565January 5, 2007 
    January 4, 2008


5,843January 5, 2008 
    January 4, 2009


6,135January 5, 2009 
    January 4, 2010(1)


6,442January 5, 2010 
    January 4, 2011


6,767January 5, 2011 
    July 4, 2011


7,103July 5, 2011 
    July 4, 2012(2)


7,458July 5, 2012 
    July 4, 2013


7,831     (1)
    At the end of the initial fixed charter period expiring on
    January 4, 2009, either we or the Charterers may extend the
    Charters on a
    vessel-by-vessel
    basis for an additional
    30-month
    period expiring on July 4, 2011. There can be no assurance
    that the Charterer will exercise any option.(2)
    This period is the first for which the Charterer has the option
    to extend the Charters if the Charterer exercises the option
    described in Footnote 1 above. There can be no assurance
    that the Charterer will exercise any option.     Risk of
    Loss and Insurance       13




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Inspection
    by a Classification Society   Tanker
    Industry Overview  Overview    Tanker
    Types    
    ULCCs  tankers over 320,000 dwt;
    VLCCs  tankers from 200,000 to 320,000 dwt;
    Suezmax tankers  tankers from 120,000 to 200,000 dwt;
    Aframax/LR2 tankers  uncoated/coated tankers from
    80,000 to 120,000 dwt;
    Panamax/LR1 tankers  uncoated/coated tankers from
    60,000 to 80,000 dwt;
    Handy product tankers/MR tankers  normally coated
    tankers from 30,000 to 60,000 dwt; and
    Small tankers  normally coated tankers up to 20,000
    dwt.   14




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Industry
    Conditions  lay-up,
  Tanker
    Demand  ton-miles
  Seasonality    Tanker
    Supply    Tanker
    Scrapping    Tanker
    Values   15




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Environmental
    Regulation        International
    Maritime Organization    
    tankers between 25 and 30 years old must be of double hull
    construction or of a mid-deck design with double sided
    construction, unless:  
    they have wing tanks or double-bottom spaces not used for the
    carriage of oil, which cover at least 30% of the length of the
    cargo tank section of the hull or bottom; or
    they are capable of hydrostatically balanced loading (loading
    less cargo into a tanker so that in the event of a breach of the
    hull, water flows into the tanker, displacing oil upwards
    instead of into the sea);  
    tankers 30 years old or older must be of double hull
    construction or mid-deck design with double sided
    construction; and
    all tankers are subject to enhanced inspections. 16




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
    is the subject of a contract for a major conversion or original
    construction on or after July 6, 1993;
    commences a major conversion or has its keel laid on or after
    January 6, 1994; or
    completes a major conversion or is a newbuilding delivered on or
    after July 6, 1996.             17




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U.S. Oil
    Pollution Act of 1990 and Comprehensive Environmental Response,
    Compensation, and Liability Act    clean-up
  
    natural resource damages and related assessment costs;
    real and personal property damages;
    net loss of taxes, royalties, rents, profits or earnings
    capacity;
    net cost of public services necessitated by a spill response,
    such as protection from fire, safety or health hazards; and
    loss of subsistence use of natural resources.       18




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
    address a worst case scenario and identify and
    ensure, through contract or other approved means, the
    availability of necessary private response resources to respond
    to a worst case discharge;
    describe crew training and drills; and
    identify a qualified individual with full authority to implement
    removal actions.      European
    Union Tanker Restrictions  m.t. Prestige sub-standard
  Vessel
    Security Regulations   19




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
    on-board installation of automatic identification systems, or
    AIS, to provide a means for the automatic transmission of
    safety-related information from among similarly equipped ships
    and shore stations, including information on a ships
    identity, position, course, speed and navigational status;
    on-board installation of ship security alert systems, which do
    not sound on the vessel but only alerts the authorities on shore;
    the development of vessel security plans;
    ship identification number to be permanently marked on a
    vessels hull;
    a continuous synopsis record kept onboard showing a
    vessels history including, name of the ship and of the
    state whose flag the ship is entitled to fly, the date on which
    the ship was registered with that state, the ships
    identification number, the port at which the ship is registered
    and the name of the registered owners and their registered
    addresses; and
    compliance with flag state security certification requirements.  non-U.S. tankers
  Employees  As of December 31, 2006, we had 3
    employees.
 Executive
    Officers of the Registrant    Arthur L. Regan
  Edward Terino e-commerce
 20




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www.arlingtontankers.com. Form 10-K. Form 10-K, Form 10-Q Form 8-K, 441-292-4456.
  ITEM 1A.
    RISK
    FACTORS  The following important factors, among others, could cause
    actual results to differ materially from those contained in
    forward-looking statements made in this report or presented
    elsewhere by management from time to time.
 Company
    Specific Risk Factors  We
    cannot assure you that we will pay any dividends        We are
    highly dependent on the Charterers and their guarantors, Stena
    and Concordia   21




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If we
    cannot refinance our loans, or in the event of a default under
    our secured term loan facility, we may have to sell our Vessels,
    which may leave no additional funds for distributions to
    shareholders      We may
    not be able to recharter our Vessels profitably after their
    Charters expire, unless they are extended at the option of the
    Charterers         22




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##### Table of Contents



sub-charters,
  Concordia
    and Stena are able to influence the Company, including the
    outcome of shareholder votes    We are
    leveraged and subject to restrictions in our financing
    agreements that impose constraints on our operating and
    financing flexibility      We are
    a holding company, and we depend on the ability of our
    subsidiaries to distribute funds to us in order to satisfy our
    financial and other obligations    U.S. tax
    authorities could treat us as a passive foreign investment
    company, which could have adverse U.S. federal income
    tax consequences to U.S. shareholders   23




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##### Table of Contents



step-up
  Our
    operating income could fail to qualify for an exemption from
    U.S. federal income taxation, which would reduce our cash
    flow       24




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##### Table of Contents



U.S. investors
    who own our common shares may have more difficulty in protecting
    their interests than U.S. investors who own shares of a
    Delaware corporation    Interested Directors.
  
    the material facts as to such interested directors
    relationship or interests were disclosed or were known to the
    board of directors and the board had in good faith authorized
    the transaction by the affirmative vote of a majority of the
    disinterested directors;
    such material facts were disclosed or were known to the
    stockholders entitled to vote on such transaction and the
    transaction was specifically approved in good faith by vote of
    the majority of shares entitled to vote thereon; or
    the transaction was fair as to the corporation as of the time it
    was authorized, approved or ratified.    Shareholders Suits.
        Indemnification of
    Directors.
 25




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##### Table of Contents



Bermuda
    law and our bye-laws permit our board of directors to establish
    preference shares having terms which could reduce or eliminate
    dividends payable to our common shareholders
    Our
    bye-laws restrict shareholders from bringing certain legal
    action against our officers and directors
    We
    have anti-takeover provisions in our bye-laws that may
    discourage a change of control
    
    a classified board of directors with staggered three-year terms,
    elected without cumulative voting;
    directors can only be removed for cause and only with the
    affirmative vote of holders of at least 80% of the common shares
    issued and outstanding;
    advance notice for nominations of directors by shareholders and
    for shareholders to include matters to be considered at annual
    meetings;
    our board of directors to determine the powers, preferences and
    rights of our preference shares and to issue the preference
    shares without shareholder approval; and 26




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##### Table of Contents




    a requirement that amalgamations, sales of assets and certain
    other transactions with persons owning 15% or more of our voting
    securities, which we refer to as interested shareholders, be
    approved by holders of at least 66% of our issued and
    outstanding voting shares not owned by the interested
    shareholder, subject to certain exceptions.   Industry
    Specific Risk Factors  The
    highly cyclical nature of the tanker industry may lead to
    volatile changes in charter rates and vessel values which may
    adversely affect our earnings
      sub-charters sub-charters.
  Factors
    beyond our control may adversely affect the value of our
    Vessels
    
    demand for oil and oil products, which affect the need for
    tanker capacity;
    global and regional economic and political conditions which
    among other things, could impact the supply of oil as well as
    trading patterns and the demand for various types of vessels;
    changes in the production of crude oil, particularly by OPEC and
    other key producers, which impact the need for tanker capacity;
    developments in international trade;
    changes in seaborne and other transportation patterns, including
    changes in the distances that cargoes are transported;
    environmental concerns and regulations;
    weather; and
    competition from alternative sources of energy. 27




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##### Table of Contents




    the number of newbuilding deliveries;
    restrictions on vessels from entering into certain trades based
    upon their age, safety or other factors;
    the scrapping rate of older vessels; and
    the number of vessels that are out of service.  An
    over supply of new vessels may adversely affect charter rates
    and vessel values
    Terrorist
    attacks and international hostilities can affect the tanker
    industry, which could adversely affect our
    business
    The
    value of our Vessels may fluctuate and adversely affect our
    liquidity and may result in breaches under our secured term loan
    facility
   28




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We
    operate in the highly competitive international tanker market
    which could affect our position if the Charterers do not renew
    our Charters
    Compliance
    with environmental laws or regulations may adversely affect our
    business
    The
    shipping industry has inherent operational risks, which may not
    be adequately covered by insurance
     29




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##### Table of Contents



Maritime
    claimants could arrest our tankers, which could interrupt the
    Charterers or our cash flow
    Governments
    could requisition our Vessels during a period of war or
    emergency without adequate compensation
    Rising
    or high oil prices may affect demand for oil, and subsequently
    demand for oil tankers may fall.
   Risks
    Related To Our Common Shares  If a
    significant number of our common shares are sold in the market,
    the market price of our common shares could significantly
    decline, even if our business is doing well
    lock-up lock-up
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   30




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##### Table of Contents



ITEM 2.
    PROPERTIES      ITEM 3.
    LEGAL
    PROCEEDINGS  Form 10-K.
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES Market
    Price of Arlington Tankers Common Shares and Related
    Shareholder Matters    Fiscal Year Ended December 31, 2006

High


LowFirst Quarter (from January 1 to
    March 31)

$
23.61


$
21.61Second Quarter (from April 1
    to June 30)

$
23.30


$
20.63Third Quarter (from July 1 to
    September 30)

$
23.37


$
21.48Fourth Quarter (from
    October 1 to December 31)

$
24.15


$
22.00   Fiscal Year Ended December 31, 2005

High


LowFirst Quarter (from January 1 to
    March 31)

$
24.96


$
21.65Second Quarter (from April 1
    to June 30)

$
23.42


$
19.50Third Quarter (from July 1 to
    September 30)

$
23.58


$
21.77Fourth Quarter (from
    October 1 to December 31)

$
23.77


$
20.39   Fiscal Year Ended December 31, 2004

High


LowFourth Quarter (from November 5 to
    December 31)

$
23.75


$
21.29    31




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Dividends        51-day
     32




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Recent
    Sales of Unregistered Securities; Uses of Proceeds From
    Registered Securities
    ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
  Year Ended December 31,2006


2005


2004


2003


2002(In thousands of $, except per share data)Selected statement of
    operations data:Total operating revenues, net

$
69,435


$
55,455


$
57,958


$
28,838


$
26,504Total operating expenses


(37,329
)


(28,904
)


(30,672
)


(14,405
)


(14,058
)Operating income


32,106



26,551



27,286



14,433



12,446Net income


21,464



21,913



20,351



5,913



5,769Earnings per common
    share  basic and diluted

$
1.38


$
1.41


$
0.28
(1)






Cash dividend per share earned
    during the year

$
2.33


$
2.11


$
0.39
(1)






Cash dividend per share declared
    during the year

$
2.29


$
1.97











Selected balance sheet data (at
    end of period):Cash and cash equivalents


3,210



11,839



5,960



1,194



590Newbuildings














36,185



Vessels, net


344,973



269,031



281,441



154,465



161,034Total assets


363,409



286,447



292,850



192,416



162,200Amount due to Concordia, current














45,899



41,861Long term liabilities


229,500



137,160



135,000



130,317



109,008Combined predecessor equity














15,710



9,773Shareholders equity


130,620



144,651



154,487







 33




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##### Table of Contents



Year Ended December 31,2006


2005


2004


2003


2002(In thousands of $, except per share data)Selected cash flow
    data:Net cash provided by operating
    activities


34,866



35,314



31,820



15,375



13,011Net cash (used in) investing
    activities


(102,500
)


(2,500
)


(102,212
)


(36,488
)


(244
)Net cash provided by (used in)
    financing activities


59,005



(26,935
)


75,158



21,717



(18,548
)Selected fleet data (end of
    period):Number of tankers owned


8



6



6



2



2     (1)
    
    The earnings per share and dividend per share earned during the
    year 2004 represent the period from November 10, 2004
    through December 31, 2004.  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 term loan facility at
    maturity, to obtain additional financing and to obtain
    replacement charters for our Vessels.   34




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Overview
      sub-charters,
       35




---



##### Table of Contents



vessel-by-vessel 30-month 30-month
  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; 36




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
    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.    sub-chartered sub-charters
         37




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Our
    Predecessor Combined Carve-Out Results of Operations
          Long term liabilities.
 38




---



##### Table of Contents



Administrative expense.
  Critical
    Accounting Policies and Estimates
    Basis
    of Accounting
        Revenue
    Recognition
    Vessels,
    Depreciation and Impairment
   39




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##### Table of Contents



Results
    of Operations
  51-day
  Year
    Ended December 31, 2006 Compared To Year Ended
    December 31, 2005
  Total
    operating revenues, net
      Total
    Vessel operating expenses
   40




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##### Table of Contents



Depreciation
    Administrative
    expenses
  Form S-3
  Other
    expenses, net
      Year
    Ended December 31, 2005 Compared To Year Ended
    December 31, 2004
  Total
    operating revenues, net
  51-day
   41




---



##### Table of Contents



Total
    Vessel operating expenses
    Depreciation
    Administrative
    expenses
    Other
    expenses, net
    Liquidity
    and Capital Resources
       42




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Dividend
    Policy
     43




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##### Table of Contents




    the Basic Hire is paid on all of our tankers and all of our
    tankers are on hire for 360 days per fiscal year;
    no Additional Hire is paid other than the guaranteed Additional
    Hire based on the current
    sub-charters
    with Sun International which will expire in 2007, unless Sun
    International elects to extend one of the
    sub-charter
    arrangements;
    the V-MAX vessels are returned on the notional termination date
    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 term loan facility;
    we pay no U.S. federal income taxes and minimal
    U.S. state and payroll taxes;
    we have no requirement to fund any required capital expenditures
    with respect to our Vessels; 44




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##### Table of Contents




    no material cash reserves are established by our board of
    directors;
    we remain in compliance with our secured term loan 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, 2006; 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 2007, 2008 and 2009
    fiscal years.  2006


2007


2008


2009(In millions of $, exceptper share amounts)Basic Hire(1)

$
64.3


$
65.3


$
66.2


$
65.3Guaranteed V-MAX Additional Hire(2)


2.4



1.4







Other Additional Hire


2.7











Vessel operating expenses


(18.6
)


(19.3
)


(20.3
)


(21.2
)Cash administrative expenses


(2.7
)


(2.3
)


(2.4
)


(2.5
)Cash interest costs(3)


(12.0
)


(12.3
)


(12.3
)


(12.3
)Cash available for
    dividends


36.1



32.8



31.2



29.3Estimated dividends per
    share(4)

$
2.33


$
2.12


$
2.01


$
1.89     (1)
    
    Basic Hire revenues for 2008 and 2009 assume that options
    available under charter contracts are exercised by the charterer.(2)
    
    The Additional Hire revenue associated with the Sun
    International
    sub-charters
    is guaranteed, meaning that we will be paid the Additional Hire
    revenue by Concordia whether the two V-MAX tankers are in
    service or not in service, during the terms of the Sun
    International
    sub-charters.
    The
    sub-charter
    with Sun International for the 45




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Stena Vision is due to expire within 30 days of
    June 30, 2007 and the
    sub-charter
    with Sun International for the Stena Victory is due to expire
    within 30 days of September 30, 2007. For a portion of
    the current Sun International
    sub-charter
    of the Stena Vision, the vessel has not been in service to Sun
    International due to the required repair of a reduction gear on
    the vessel. As a result, Sun International may elect to extend
    the term of the
    sub-charter
    arrangement beyond the expiration of the original term of the
    sub-charter.
    If Sun International elects to extend the
    sub-charter
    for the Stena Vision, we expect that vessel to be under
    sub-charter
    to Sun International until approximately June 2008. Our estimate
    of guaranteed V-MAX Additional Hire revenue assumes that the Sun
    International
    sub-charters
    will expire as scheduled. Immediately following the expiration
    of each
    sub-charter
    with Sun International, the applicable V-MAX tanker will
    commence operating under a new two-year
    sub-charter
    agreement between Concordia and Litasco. 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 Litasco
    sub-charters
    will be based on a fixed time charter hire to be received by
    Concordia under the
    sub-charters
    and the Additional Hire is not exposed to fluctuations in spot
    market rates. Additional Hire revenues under the Litasco
    sub-charters
    are not guaranteed, meaning that we will earn Additional Hire
    only if the vessel is in service. Because the Additional Hire
    under the Litasco
    sub-charter
    is not guaranteed, and we cannot determine the exact
    commencement date for the new
    sub-charter
    agreements between Concordia and Litasco, we have not included
    any Additional Hire related to the Litasco
    sub-charter
    agreements in our estimated cash available for dividends. Once
    the new
    sub-charters
    to Litasco commence, the profit sharing provisions in the
    Concordia charters are expected to result in Additional Hire
    revenue of approximately $700,000 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.(3)
    
    Cash interest costs reflect the benefit of approximately
    $1 million per year from the 2005 termination of the
    Interest Rate Swap with Fortis Bank. The interest expense for
    each year will be approximately $13.3 million
    ($229.5 million at 5.7325%).(4)
    
    Based on 15,500,000 issued and outstanding common shares.    Our
    Secured Term Loan Facility
  The following summary of the material terms of our term loan
    facility does not purport to be complete and is subject to, and
    qualified in its entirety by reference to, all the provisions of
    the our new 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.
   46




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##### 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)


53,538



13,339



26,677



13,522



Ship management obligations(2)


54,067



19,297



30,342



4,428



Total

$
337,105


$
32,636


$
57,019


$
247,450



     (1)
    
    Refers to our expected interest payments over the term of our
    secured term loan 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.  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK       47




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  ARLINGTON
    TANKERS LTD.
 Index to
    Consolidated Financial Statements  Report of
    Independent Registered Public Accounting Firm on the
    Consolidated Financial Statements  Moore Stephens
    PC


49Report of
    Independent Registered Public Accounting Firm on the
    Consolidated Financial Statements  KPMG LLP


50Report of
    Independent Registered Public Accounting Firm on the
    Consolidated Financial Statements  KPMG
    Bermuda


51Consolidated
    Balance Sheets as of December 31, 2006 and 2005


52Consolidated
    Statements of Operations and Comprehensive Income for the years
    ended December 31, 2006, 2005 and 2004


53Consolidated
    Statements of Changes in Combined Predecessor Equity and
    Shareholders Equity for the years ended December 31,
    2006, 2005 and 2004


54Consolidated
    Statements of Cash Flows for the years ended December 31,
    2006, 2005 and 2004


55Notes to the
    Consolidated Financial Statements


56  48




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control 
    Integrated Framework
      49




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM               50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                51




---



##### Table of Contents



ARLINGTON
    TANKERS LTD.
  Consolidated Balance Sheets as of
 December 31, 2006 and 2005
  December 31,


December 31,2006


2005(In thousands of $, except shareand per share amounts)ASSETSCurrent assetsCash and cash equivalents

$
3,210


$
11,839Short-term investments


13,000



2,500Prepaid expenses and accrued income


208



283Other receivables


979



1,601Total current assets


17,397



16,223Vessels, net


344,973



269,031Deferred debt issuance cost


955



1,193Interest rate swap agreement at
    fair value


84



Total assets

$
363,409


$
286,447LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilitiesAccrued expenses

$
1,028


$
2,399Unearned charter revenue


2,261



2,237Total current
    liabilities


3,289



4,636Long term liabilitiesInterest rate swap agreement at
    fair value






2,160Long term debt


229,500



135,000Total liabilities


232,789



141,796Shareholders
    equityCommon shares, par value
    $0.01 per share, 60,000,000 shares authorized and
    15,500,000 issued and outstanding as of December 31, 2006
    and 2005


155



155Preference shares, par value
    $0.01 per share, 4,000,000 shares authorized, none
    issued or outstanding






Additional paid-in capital


125,590



138,038Retained earnings


4,875



6,458Total shareholders
    equity


130,620



144,651Total liabilities and
    shareholders equity

$
363,409


$
286,447    52




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##### Table of Contents



ARLINGTON
    TANKERS LTD.
  Consolidated Statements of Operations and Comprehensive
    Income for the years ended
 December 31, 2006, 2005 and 2004
  Year Ended December 31,2006


2005


2004(In thousands of $, except shareand per share amounts)Operating revenuesCharter revenues

$
69,435


$
55,455


$
59,602Commission to Stena










(501
)Commission to others










(1,143
)Total operating revenues,
    net


69,435



55,455



57,958Operating expensesVessel operating expenses, other


18,592



13,999



15,988Vessel operating expenses, Stena










1,374Vessel operating expenses, Concordia










213Depreciation


16,058



12,411



11,421Administrative expenses


2,679



2,494



1,676Total operating
    expenses


37,329



28,904



30,672Operating income


32,106



26,551



27,286Other income
    (expenses)Interest income


734



233



49Interest expense, Concordia










(654
)Interest expense, Stena










(1,836
)Interest expense, Fram










(133
)Interest expense, other


(13,620
)


(6,766
)


(4,088
)Unrealized gain (loss) on interest
    rate swap


2,244



(2,160
)


Net gain on termination of interest
    rate swap and debt facility






4,055



Other financial items










(273
)Other income (expenses),
    net


(10,642
)


(4,638
)


(6,935
)Net income

$
21,464


$
21,913


$
20,351Other comprehensive (loss)
    incomeNet unrealized gain (loss) on
    derivative instrument during the year






(1,214
)


1,214Total other comprehensive (loss)
    income






(1,214
)


1,214Comprehensive income

$
21,464


$
20,699


$
21,565Earnings per common
    share  basic and diluted

$
1.38


$
1.41


$
0.28
(1)Weighted average number of shares
    outstanding  basic and diluted


15,500,000



15,500,000



15,500,000
(1)     (1)
    
    As described further in Note 1, the Company completed its
    initial public offering on November 10, 2004. As a result,
    the weighted average number of shares outstanding reflects the
    period November 10, 2004 through December 31, 2004. In
    addition, the earnings per common share is also presented for
    the period November 10, 2004 through December 31,
    2004, as the earnings for the period January 1, 2004
    through November 9, 2004 accrued to the benefit of the
    predecessor shareholders.   53




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##### Table of Contents



ARLINGTON
    TANKERS LTD.
  Consolidated Statements of Combined
 Predecessor Equity and Shareholders Equity
 for the years ended December 31, 2006, 2005 and 2004
  Year Ended December 31,2006


2005


2004(In thousands of $)COMBINED PREDECESSOR
    EQUITYBalance at the beginning of the
    year

$



$



$
15,710Net income attributable to
    predecessor shareholders










16,061Contribution by predecessor
    shareholders










38,001Distribution to predecessor
    shareholders










(69,772
)Total combined predecessor
    equity

$







$
SHAREHOLDERS EQUITY
    COMMON SHARESBalance at the beginning of the
    year

$
155


$
155


$
Shares issued










167Repurchase of founder shares










(12
)Balance at the end of the
    year


155



155



155ADDITIONAL PAID-IN
    CAPITALBalance at the beginning of the
    year


138,038



148,828



Contribution by shareholders(1)*










292,198Dividend paid in excess of
    retained earnings


(12,448
)


(10,790
)


Deemed distribution to predecessor
    shareholders










(143,370
)Balance at the end of the
    year


125,590



138,038



148,828ACCUMULATED OTHER COMPREHENSIVE
    INCOMEBalance at the beginning of the
    year






1,214



Reclassification to earnings






(4,076
)


152Current period net changes in
    hedging transactions






2,862



1,062Other comprehensive income/(loss)






(1,214
)


1,214Balance at the end of the
    year










1,214RETAINED EARNINGSBalance at the beginning of the
    year


6,458



4,290



Net income for 2006, 2005 and the
    period from November 10, 2004 through December 31, 2004


21,464



21,913



4,290Dividends paid


(23,047
)


(19,745
)


Balance at the end of the
    year


4,875



6,458



4,290Total shareholders
    equity

$
130,620


$
144,651


$
154,487     (1)*
    For 2004 the contribution by shareholders is shown net of
    underwriting discounts and commissions of $15.2 million and
    initial public offering expenses of $2.5 million.   54




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##### Table of Contents



ARLINGTON
    TANKERS LTD.
  Consolidated Statements of Cash Flows for the years ended
 December 31, 2006, 2005 and 2004
  Year Ended December 31,2006


2005


2004(In thousands of $, except share and per share amounts)Operating activitiesNet income

$
21,464


$
21,913


$
20,351Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation


16,058



12,411



11,421Realized gain from the termination
    of interest rate swap






(4,800
)


Unrealized (gain)/loss on interest
    rate swap


(2,244
)


2,160



Amortization of debt issuance costs


238



128



209Write-off of debt issuance costs






665



Changes in operating assets and
    liabilities:Prepaid expenses and accrued income


75



1,063



(1,138
)Other receivables


622



501



(1,896
)Accrued expenses and other current
    liabilities


(1,371
)


1,076



833Unearned revenue


24



197



2,040Net cash provided by operating
    activities


34,866



35,314



31,820Investing activitiesCapital expenditure on vessels


(92,000
)






(102,212
)Sale of short-term investments


23,900







Purchase of short-term investments


(34,400
)


(2,500
)


Net cash used in investing
    activities


(102,500
)


(2,500
)


(102,212
)Financing activitiesProceeds from long term debt


94,500



135,000



239,666Repayment of long term debt






(135,000
)


(146,000
)Dividend payments from retained
    earnings


(23,047
)


(19,745
)


Dividend payments from paid in
    capital


(12,448
)


(10,790
)


Proceeds from interest rate swap






4,800



Increase in debt issuance costs






(1,200
)


(838
)(Decrease) in amounts due to Stena
    and Concordia










(127,706
)(Decrease) in amount due to Fram










(7,176
)Distribution to predecessor
    shareholder










(69,772
)Proceeds on issues of new shares










211,353Deemed distribution to predecessor
    shareholders










(62,370
)Issue of share capital 
    founder shares










12Repurchase of share
    capital  founder shares










(12
)Predecessor paid-in capital










38,001Net cash provided by (used in)
    financing activities


59,005



(26,935
)


75,158Net increase/(decrease) in
    cash


(8,629
)


5,879



4,766Cash and cash equivalents at
    beginning of year


11,839



5,960



1,194Cash and cash equivalents at end
    of year

$
3,210


$
11,839


$
5,960Supplemental Cash Flow
    InformationInterest paid

$
13,190


$
6,735


$
6,711      55




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##### Table of Contents



ARLINGTON
    TANKERS LTD.
  Notes to the Consolidated Financial
    Statements
 December 31, 2006, 2005 and 2004
  NOTE 1.
    GENERAL  V-Max
    Stena Concept Stena Contest
 56




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  vessel-by-vessel 30-month 30-month
  Stena Consul Stena Compatriot Stena Concord Stena Companion
       57




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
    Vessel Type

Year Built

Dwt

Flag

Date AcquiredV-MAXStena Victory

2001

314,000

Bermuda


November 10, 2004Stena Vision

2001

314,000

Bermuda


November 10, 2004PanamaxStena Companion

2004

72,000

Bermuda


November 10, 2004Stena Compatriot

2004

72,000

Bermuda


November 10, 2004ProductStena Concord

2004

47,400

Bermuda


November 10, 2004Stena Consul

2004

47,400

Bermuda


November 10, 2004Stena Concept

2005

47,400

Bermuda


January 5, 2006Stena Contest

2005

47,400

Bermuda


January 5, 2006   sub-charters,
     58




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
    StenaVision,Stena


Stena


Stena


Stena


StenaVictory


Compatriot


Companion


Consul


ConcordPeriod

(V-MAX)


(Panamax)


(Panamax)


(Product)


(Product)Nov. 11, 2005  Nov. 10,
    2006

$
36,075


$
17,688


$
17,688


$
15,765


$
15,765Nov. 11, 2006  Nov. 10,
    2007


36,469



17,989



17,989



16,043



16,043Nov. 11, 2007  Nov. 10,
    2008


36,882



18,306



18,306



16,335



16,335Nov. 11, 2008  Nov. 10,
    2009(1)


37,316



18,639



18,639



16,642



16,642Nov. 11, 2009  Nov. 10,
    2010(2)


37,772



18,989



18,989



16,964



16,964Nov. 11, 2010  Nov. 10,
    2011(3)


38,251



19,356



19,356



17,303



17,303Nov. 11, 2011  Nov. 10,
    2012


38,753



19,741







17,658



Nov. 11, 2012  Nov. 10,
    2013






20,145







18,031



     (1)
    
    This period is the first for which the Charterer has the option
    to extend the charters for Stena Companionand Stena
    Concord. There can be no assurance that the Charterer will
    exercise any option.(2)
    
    This period is the first for which the Charterer has the option
    to extend the charters for the V-MAX Tankers, Stena Visionand Stena Victory. There can be no assurance that the
    Charterer will exercise any option.(3)
    
    This period is the first for which the Charterer has the option
    to extend the charters for Stena Compatriotand Stena
    Consul. There can be no assurance that the Charterer will
    exercise any option.    Stena ConceptStena ContestPeriod

(Product)January 5, 2006 
    January 4, 2007

$
19,765January 5, 2007 
    January 4, 2008


20,043January 5, 2008 
    January 4, 2009


20,335January 5, 2009 
    January 4, 2010(1)


17,942January 5, 2010 
    January 4, 2011


18,264January 5, 2011 
    July 4, 2011


18,603July 5, 2011 
    July 4, 2012(2)


21,158July 5, 2012 
    July 4, 2013


21,531     (1)
    
    At the end of the initial fixed charter period expiring on
    January 4, 2009, either the Company or the Charterers may
    extend the charters on a
    vessel-by-vessel
    basis for an additional
    30-month
    period expiring on July 4, 2011. If the Charterer extends
    the Charter for this
    30-monthly
    period, the Company would be eligible to earn Additional Hire in
    addition to Basic Hire. There can be no assurance that the
    Charterer will exercise any option.(2)
    
    This period is the first for which the Charterer has the option
    to extend the charters if either one of the Charterers exercises
    the option described in Footnote 1 above. The Company would not
    be eligible to earn Additional Hire over the term of such
    extensions. There can be no assurance that the Charterer will
    exercise any option.   59




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  V-MAX
  
    a weighted average of the time charter hire per day received by
    the Charterer for any periods during the calculation period,
    determined as described below, that the Initial Vessel is
    sub-chartered
    by the Charterer under a time charter, less ship broker
    commissions paid by the Charterer in an amount not to exceed
    2.5% of such time charter hire and commercial management fees
    paid by the Charterer in an amount not to exceed 1.25% of such
    time charter hire; and
    the time charter equivalent hire for any periods during the
    calculation period that the Vessel is not
    sub-chartered
    by the Charterer under a time charter.    sub-charter sub-chartered sub-charters sub-charters. sub-charters sub-charters
  sub-charter sub-charter sub-charter sub-charter. sub-charter sub-charter
  sub-charter V-MAX sub-charter sub-charter sub-charters. sub-charters sub-charters sub-charters sub-charters
 60




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  sub-charters
        30-month
    StenaVision,Stena


Stena


Stena


Stena


StenaVictory


Compatriot


Companion


Consul


ConcordPeriod

(V-MAX)


(Panamax)


(Panamax)


(Product)


(Product)Nov. 11, 2005  Nov. 10,
    2006

$
7,875


$
6,038


$
6,038


$
5,565


$
5,565Nov. 11, 2006  Nov. 10,
    2007


8,269



6,339



6,339



5,843



5,843Nov. 11, 2007  Nov. 10,
    2008


8,682



6,656



6,656



6,135



6,135Nov. 11, 2008  Nov. 10,
    2009(1)


9,116



6,989



6,989



6,442



6,442Nov. 11, 2009  Nov. 10,
    2010(2)


9,572



7,339



7,339



6,764



6,764Nov. 11, 2010  Nov. 10,
    2011(3)


10,051



7,706



7,706



7,103



7,103Nov. 11, 2011  Nov. 10,
    2012


10,553



8,091







7,458



Nov. 11, 2012  Nov. 10,
    2013






8,495







7,831



     (1)
    
    This period is the first for which the Charterer has the option
    to extend the charters for Stena Companion and Stena Concord.
    There can be no assurance that the Charterer will exercise any
    option.(2)
    
    This period is the first for which the Charterer has the option
    to extend the charters for the V-MAX Tankers. There can be no
    assurance that the Charterer will exercise any option. 61




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  (3)
    
    This period is the first for which the Charterer has the option
    to extend the charters for Stena Compatriotand Stena
    Consul. There can be no assurance that the Charterer will
    exercise any option.    Stena ConceptStena ContestPeriod

(Product)January 5, 2006 
    January 4, 2007

$
5,565January 5, 2007 
    January 4, 2008


5,843January 5, 2008 
    January 4, 2009


6,135January 5, 2009 
    January 4, 2010(1)


6,442January 5, 2010 
    January 4, 2011


6,764January 5, 2011 
    July 4, 2011


7,103July 5, 2011 
    July 4, 2012(2)


7,458July 5, 2012 
    July 4, 2013


7,831     (1)
    
    At the end of the initial fixed charter period expiring on
    January 4, 2009, either the Company or the Charterers may
    extend the charters on a
    vessel-by-vessel
    basis for an additional
    30-month
    period expiring on July 4, 2011. If the Charterer extends
    the charter for this
    30-monthly
    period, the Company would be eligible to earn Additional Hire in
    addition to Basic Hire. There can be no assurance that the
    Charterer will exercise any option.(2)
    
    This period is the first for which the Charterer has the option
    to extend the charters if either one of the Charterers exercises
    the option described in Footnote 1 above. The Company will not
    be eligible to receive Additional Hire over these periods. There
    can be no assurance that the Charterer will exercise any option.      NOTE 2.
    ACCOUNTING
    POLICIES  Basis of
    accounting
       62




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
        Revenue
    recognition
    Comprehensive
    income
    Commissions
    Cash and
    cash equivalents and short-term investments
   63




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
    Foreign
    currency
      Income
    taxes
    Vessels,
    net
      Impairment
    of long-lived assets
    Deferred
    debt issuance cost
    Drydocking
    provisions
   64




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  Receivables
    Estimates
    and concentrations
      Fair
    value of financial instruments
    Earnings
    per share
    Distributions
    to shareholders (Dividend)
    NOTE 3.
    RECENTLY
    ISSUED ACCOUNTING STANDARDS   65




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
        NOTE 4.
    CHARTER
    REVENUES    Minimum FutureYear

Charter Revenue(In thousands of$)2007

$
67,4562008


65,5482009


36,5092010


11,289   NOTE 5.
    OTHER
    RECEIVABLES  December 31,


December 31,2006


2005(In thousands of $)Additional hire revenue due from
    the Charterers

$
979


$
1,601$
979


$
1,601    66




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  NOTE 6.
    VESSELS,
    NET  December 31,


December 31,2006


2005(In thousands of $)VesselsCost

$
402,426


$
310,426Accumulated depreciation


(57,453
)


(41,395
)Vessels, net

$
344,973


$
269,031   Stena Concept Stena Contest
      NOTE 7.
    DEFERRED
    DEBT ISSUANCE COST    December 31,


December 31,2006


2005(In thousands of $)Debt arrangement fees

$
1,200


$
1,200Accumulated amortization


(245
)


(7
)Deferred debt issuance cost

$
955


$
1,193     NOTE 8.
    DEBT  December 31,


December 31,2006


2005(In thousands of $)Secured term loan facility

$
229,500


$
135,000Total debt

$
229,500


$
135,000     The term loan agreement matures on January 5,
    2011.
 67




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
          NOTE 9.
    FINANCIAL
    INSTRUMENTS  Derivative
    instruments and hedging activities
             68




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
    3-month
      2006


2005($ in thousands)Interest related to floating rate
    debt facility

$
13,457


$
5,861Interest related to fixed rate
    swap agreement


(267
)


724Total interest incurred under debt
    facility and interest rate swap

$
13,190


$
6,585    69




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
      NOTE 10.
    SHARE
    CAPITAL          NOTE 11.
    COMMITMENTS
    AND CONTINGENCIES  December 31,


December 31,2006


2005(In thousands of $)Ship mortgages

$
229,500


$
135,000        70




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
    Minimum FutureVessel OperatingYear

Expenses(In thousands of $)2007

$
19,2972008


19,6312009


10,7112010


4,428       NOTE 12.
    RELATED
    PARTY TRANSACTIONS             71




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##### Table of Contents



ARLINGTON TANKERS LTD.
  Notes to the Consolidated Financial
    Statements  (Continued)
  NOTE 13.
    SUBSEQUENT
    EVENTS    NOTE 14.
    QUARTERLY
    FINANCIAL DATA (Unaudited)    Quarterly Financial DataMarch 31, 2006


June 30, 2006


Sept. 30, 2006


Dec. 31, 2006(Unaudited)($ in thousands, except per share data)Revenues

$
17,244


$
17,259


$
17,600


$
17,332Operating expenses


(9,440
)


(9,206
)


(9,197
)


(9,485
)Other income (expense), net


1,025



(330
)


(8,366
)


(2,972
)Net income


8,829



7,723



37



4,875EPS basic and diluted

$
0.57


$
0.50


$
0.00


$
0.31Dividend declared per share

$
0.57


$
0.58


$
0.60


$
0.57     Quarterly Financial DataMarch 31, 2005


June 30, 2005


Sept. 30, 2005


Dec. 31, 2005(Unaudited)($ in thousands, except per share data)Revenues

$
14,292


$
13,538


$
13,322


$
14,302Operating expenses


(6,857
)


(7,027
)


(6,937
)


(8,081
)Other income (expense), net


(1,623
)


(1,623
)


(1,630
)


238Net income


5,812



4,888



4,755



6,459EPS basic and diluted

$
0.38


$
0.32


$
0.31


$
0.42Dividend declared per share

$
0.39


$
0.55


$
0.53


$
0.50    72




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  (a) Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rules 13a-15(e) 15d-15(e)
  (b) Managements
    Report on Internal Control Over Financial Reporting
  Internal Control 
    Integrated Framework Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of management and
    directors of the company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.   73




---



##### Table of Contents



(c) Changes
    in Internal Control Over Financial Reporting
   74




---



##### Table of Contents



(d)
    Report of
    Independent Registered Public Accounting Firm on Internal
    Control over Financial Reporting  The Board of
    Directors and Shareholders
   Internal Control  Integrated Framework
        Internal Control  Integrated
    Framework Internal Control  Integrated Framework
       75




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##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  Form 10-K
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT  Directors
    and Executive Officers
  Form 10-K.
  Code of
    Ethics
  www.arlingtontankers.com
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Regulation S-K Form 10-K
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED SHAREHOLDER MATTERS  Form 10-K
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Form 10-K
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Form 10-K
 76




---



##### Table of Contents



PART IV ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Financial Statements.
    Financial Statement Schedules.
    List of Exhibits.
  Form 10-K
 77




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##### Table of Contents



SIGNATURES
      By:
    /s/  Arthur
    L. Regan   Title:
    President and Co-Chief Executive Officer  By:
    /s/  Edward
    Terino   Title:
    Co-Chief Executive Officer and     Signature

Capacity

Date/s/  Arthur
    L. ReganArthur
    L. Regan

President and Co-Chief
    Executive
    (Principal Executive Officer)

March 16, 2007/s/  Edward
    TerinoEdward
    Terino

Co-Chief Executive Officer and
    Chief Financial Officer (Principal Executive, Accounting and
    Financial Officer)

March 16, 2007/s/  Michael
    K. DraytonMichael
    K. Drayton

Director and Chairman of the Board

March 16, 2007/s/  Dr.
    E. Grant
    GibbonsDr.
    E. Grant Gibbons

Director

March 16, 2007/s/  Stephen
    O. JaegerStephen
    O. Jaeger

Director and Deputy Chairman

March 16, 2007  78




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##### Table of Contents



EXHIBIT INDEX  Exhibit

Description ofNumber

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 Consul 79




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##### Table of Contents



Exhibit

Description ofNumber

Exhibit10.4.13(1)

Ship Management Agreement for
    Stena Victory10.4.14(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 Contest 80




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##### Table of Contents



Exhibit

Description ofNumber

Exhibit10.10.1(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
    Railton10.12.1(4)*

Change in Control Agreement
    between Arlington Tankers Ltd. and Arthur L. Regan, dated
    October 24, 200510.12.2(4)*

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

Arlington Tankers Ltd. 2006 Bonus
    Plan12.1

Statement re: Computation of Ratio
    of Earnings to Fixed Charges14.1

Code of Business Conduct and Ethics21.1(8)

Subsidiaries23.1

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

Consent of KPMG LLP (Independent
    Registered Public Accounting Firm)23.3

Consent of KPMG Chartered
    Accountants of Bermuda (Independent Registered Public Accounting
    Firm)31.1

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

Certification of Chief Financial
    Officer pursuant to
    Rule 13a-14(a)/15d-14(a)32.1

Certification of Chief Executive
    Officer pursuant to 18 U.S.C. 135032.2

Certification of 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 herein by reference from the Registrants
    Current Report on
    Form 8-K,
    filed on July 8, 2005 (File
    No. 001-32343).(4)
    Incorporated herein by reference from the Registrants
    Current Report on
    Form 8-K,
    filed on October 27, 2005 (File
    No. 001-32343).(5)
    Incorporated herein by reference from the Registrants
    Current Report on
    Form 8-K,
    filed on December 16, 2005 (File
    No. 001-32343).(6)
    Incorporated herein by reference from the Registrants
    Current Report on
    Form 8-K,
    filed on January 11, 2006 (File
    No. 001-32343).(7)
    Incorporated herein by reference from the Registrants
    Current Report on
    Form 8-K,
    filed on October 25, 2006 (File
    No. 001-32343).(8)
    Incorporated herein by reference from the Registrants
    Annual Report on
    Form 10-K,
    filed on March 13, 2006 (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. 81