UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
20-F


(Mark
One)


[_]
              REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934


OR


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


For
the fiscal year ended December 31, 2008
 OR


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





For
      the transition period from





OR


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


Date
      of event requiring this shell company report





Commission
file
number                        333-26227-01


Golden
      State Petro (IOM I-A) PLC(Exact
      name of Registrant as specified in its charter)(Translation
      of Registrant’s name into English)Isle
      of Man(Jurisdiction
      of incorporation or organization)c/o
      15-19 Athol Street, Douglas, Isle of Man IM1 1LB(Address
      of principal executive offices)Georgina
      Sousa, Telephone: (1) 441 295 6935, Facsimile: (1) 441 295 3494,
      Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08,
      Bermuda(Name,
      Telephone, E-mail and/or Facsimile number and Address of Company Contact
      Person)





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





Title
      of each class
            
            Name
      of each exchangeNone











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





None(Title
      of Class)




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.





Golden
      State Petroleum Transport Corporation 8.04% First Preferred Mortgage Notes
      Due 2019(Title
      of Class)





Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual
report.





2
      Shares of Common Stock, no par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




[    ]
Yes                    [
X] No




If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.




[    ]
Yes                    [
X] No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.









Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).




[    ]
Yes                    [
X] No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.  (Check one):





Large
      accelerated filer [    ]
            Accelerated filer
      [    ]
            Non-accelerated
      filer [ X ]




Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:




US GAAP [ X
      ]
                International
      Financial Reporting Standards  [   ]as issued by
      the International AccountingStandards Board
                Other
      [   ]




If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement


item the
registrant has elected to follow:


[  ]
Item 17          [   ]
Item 18





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).




[    ]
Yes                    [
X] No





ii





INDEX
TO REPORT ON FORM 20-F







PART I
              
              PAGEItem
      1.
              Identity
      of Directors, Senior Management and Advisers
              1


Item
      2.
            Offer
      Statistics and Expected Timetable
            1


Item
      3.
            Key
      Information
            1


Item
      4.
            Information
      on the Company
            8


Item
      4A.
            Unresolved
      Staff Comments
            21


Item
      5.
            Operating
      and Financial Review and Prospects
            21


Item
      6.
            Directors,
      Senior Management and Employees
            26


Item
      7.
            Major
      Shareholders and Related Party Transactions
            27


Item
      8.
            Financial
      Information
            28


Item
      9.
            The
      Offer and Listing
            28


Item
      10.
            Additional
      Information
            28


Item
      11.
            Quantitative
      and Qualitative Disclosures about Market Risk
            30


Item
      12.
            Description
      of Securities Other Than Equity Securities
            31





PART
II





Item
      13.
            Defaults,
      Dividend Arrearages and Delinquencies
            32


Item
      14.
            Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds
            32


Item
      15T.
            Controls
      and Procedures
            32


Item
      16.
            Reserved
            33


Item
      16A.
            Audit
      Committee Financial Expert
            33


Item
      16B.
            Code
      of Ethics
            33


Item
      16C.
            Principal
      Accountant Fees and Services
            33


Item
      16D.
            Exemptions
      from the Listing Standards for Audit Committees
            34





Item
      16E.
              Purchases
      of Equity securities by the Issuer and Affiliated
    Purchasers
              34Item
      16F.
              Change
      in Registrant’s Certifying Accountant
              34Item
      16G.
              Corporate
      Governance
              34





PART
III





Item
      17.
            Financial
      Statements
            35


Item
      18.
            Financial
      Statements
            35


Item
      19.
            Exhibits
            36







iii






CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS






Matters
discussed in this document may constitute forward-looking statements.  The
Private Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage companies to
provide prospective information about their business.  Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other statements,
which are other than statements of historical facts.





Golden
State Petro (IOM 1-A) PLC desires to take advantage of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe harbor
legislation.  This document and any other written or oral statements made
by us or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance.  The
words “believe,” “anticipate,” “intends,” “estimate,” “forecast,” “project,”
“plan,” “potential,” “will,” “may,” “should,” “expect” and similar expressions
identify forward-looking statements.





The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data
contained in our records and other data available from third parties. 
Although we believe that these assumptions were reasonable when made, because
these assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.





In
addition to these important factors and matters discussed elsewhere herein and
in the documents incorporated by reference herein, important factors that, in
our view, could cause actual results to differ materially from those discussed
in the forward-looking statements include the strength of world economies and
currencies, general market conditions, including fluctuations in charterhire
rates and vessel values, changes in demand in the tanker market, as a result of
changes in the petroleum production levels of the Organization of the
Petroleum Exporting Countries, or OPEC,and world wide oil consumption
and storage, changes in the company’s operating expenses, including bunker
prices, drydocking and insurance costs, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, and other important factors described from time to time in the
reports filed by Golden State Petro (IOM 1-A) PLC with the Securities and
Exchange Commission, or Commission.










iv






PART
I







ITEM
      1.
              IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS




Not
applicable.





ITEM
      2.
                OFFER
      STATISTICS AND EXPECTED TIMETABLE


Not
applicable.





ITEM
      3.
                KEY
      INFORMATION





Throughout this report, the
“Company,” “we,” “us” and “our” all refer to Golden State Petro (IOM I-A)
PLC.  We use the term deadweight ton, or dwt, in describing the size of
vessels.  Dwt, expressed in metric tons, each of which is equivalent to
1,000 kilograms, refers to the maximum weight of cargo and supplies that a
vessel can carry.  Unless otherwise indicated, all references to “USD” and“$”in this report are to, and amounts
are presented in, U.S. dollars.





A.  Selected
Financial Data





The
selected statement of operations data of the Company with respect to the fiscal
years ended December 31, 2008, 2007 and 2006, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2008 and 2007,
respectively have been derived from the Company’s financial statements included
herein and should be read in conjunction with such statements and the notes
thereto.  The selected statement of operations data with respect to the
fiscal years ended December 31, 2005 and 2004, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2006, 2005 and 2004,
have been derived from financial statements of the Company not included
herein.  The following table should also be read in conjunction with Item 5
“Operating and Financial Review and Prospects” and the Company’s Financial
Statements and Notes thereto included herein.  The Company’s accounts are
maintained in U.S. dollars.




Fiscal
      year ended December 31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004(in
      thousands of $, except per share data)Statement
      of operations data:Total
      operating revenues
                
                
                10,403
                
                
                
                10,403
                
                
                
                9,960
                
                
                
                9,928
                
                
                
                9,928Net
      income
                
                
                3,283
                
                
                
                2,862
                
                
                
                2,061
                
                
                
                1,700
                
                
                
                1,385Per
      share data:Dividends
      per share
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance
      sheet data:Vessel,
      net
                
                
                53,894
                
                
                
                57,085
                
                
                
                60,276
                
                
                
                63,467
                
                
                
                66,657Total
      assets
                
                
                74,022
                
                
                
                73,674
                
                
                
                73,058
                
                
                
                73,319
                
                
                
                76,092Current
      portion of long-term debt
                
                
                3,080
                
                
                
                2,845
                
                
                
                1,340
                
                
                
                3,100
                
                
                
                4,350Long-term
      debt
                
                
                56,285
                
                
                
                59,365
                
                
                
                62,210
                
                
                
                63,550
                
                
                
                66,650Stockholder’s
      equity
                
                
                12,637
                
                
                
                9,354
                
                
                
                6,492
                
                
                
                4,431
                
                
                
                2,731Number
      of shares
                
                
                2
                
                
                
                2
                
                
                
                2
                
                
                
                2
                
                
                
                2








1






B.  Capitalization
and Indebtedness





Not
applicable.





C.  Reasons
for the offer and use of proceeds





Not
applicable.





D.  Risk
Factors





We are
currently engaged in transporting crude oil and oil products.  Our vessel
the Antares Voyager, or our Vessel, is currently operated under a bareboat
charter, or the Initial Charter to Chevron Transport Corporation, which we refer
to as Chevron.  The Initial Charter commenced on December 7, 1998, the
delivery date of our Vessel, and ends on the eighteenth anniversary of such
delivery date.  Chevron had an option to terminate the Initial Charter on
the tenth anniversary of the delivery date of our Vessel, December 7, 2008, and
has termination options on each of the three subsequent two-year anniversaries
thereof.  For the remaining optional termination dates, Chevron must
provide us with (i) non-binding notice of its intent to exercise such option
nine months prior to the optional termination date and (ii) irrevocable notice
of such exercise six months prior to the optional termination date.  As of
April 22, 2009.  Chevron had not provided us with such notice.





The
following summarizes some of the risks that may materially affect our business,
financial condition or results of operations.





The
cyclical nature of the tanker industry may lead to volatile changes in charter
rates which may adversely affect our earnings





Historically, the tanker industry has
been highly cyclical, with volatility in profitability and asset values
resulting from changes in the supply of, and demand for, tanker capacity.If the tanker market is depressed in the future when the Initial Charter
expires or is terminated, our earnings and available cash flow may
decrease.  Our ability to re-charter our Vessel on the expiration or
termination of the Initial Charter, and the charter rates payable under any
renewal or replacement charter will depend upon, among other things, economic
conditions in the tanker market.  Fluctuations in charter rates and vessel
values result from changes in the supply and demand for tanker capacity and
changes in the supply and demand for oil and oil products.





The
factors affecting the supply and demand for oil tankers are outside of our
control, and the nature, timing and degree of changes in industry conditions are
unpredictable.  The factors that influence demand for tanker capacity
include:





●
            demand
      for oil and oil products;


●
            global
      and regional economic and political
conditions;


●
            changes
      in oil production and refining
capacity;


●
            environmental
      and other regulatory developments;


●
            the
      distance oil and oil products are to be moved by sea;
  and


●
            changes
      in seaborne and other transportation
patterns.





The
factors that influence the supply of tanker capacity include:





●
            the
      number of newbuilding deliveries;


●
            the
      scrapping rate of older vessels;


●
            port
      or canal congestion;


●
            vessel
      casualties;


●
            price
      of steel;


●
            potential
      conversion of vessels to alternative
use;


●
            the
      number of vessels that are out of service;
and


●
            changes
      in environmental and other regulations that may effectively cause
      reductions in the carrying capacity of vessels or early obsolescence of
      tonnage.






2









Our
Initial Charter may be terminated on certain dates, the next date being in
December 2010.  If the Initial Charter is terminated on this or any
other termination option date, we may incur additional expenses and not be able
to re-charter our Vessel profitably





Chevron
has a third option to terminate the Initial Charter on December 7, 2010, and has
termination options on each of the two subsequent two-year anniversaries
thereof.  Chevron, in its sole discretion, may exercise these options and
will not owe any fiduciary or other duty to the holders of the Term Notes,
defined below, in deciding
whether to exercise its termination options, and their decision may be contrary
to our interests or the interests of the holders of the Term Notes.





We cannot
predict any of the factors that Chevron will consider in deciding whether to
exercise any of its remaining termination options under the Initial
Charter.  It is likely, however, that Chevron would consider a variety of
factors, which may include whether a vessel is surplus or suitable to their
requirements and whether lower charterhire rates are available to them in the
open market at that time.





In the
event that Chevron does terminate the Initial Charter, we will attempt to
arrange a replacement charter, or we may sell our Vessel.  Replacement
charters may include shorter-term time charters and employing our Vessel on the
spot charter market (which is subject to greater fluctuation than the time
charter market).  Any replacement charter may bring us lower charter rates
and would likely require us to incur greater expenses which may reduce the
amounts available, if any, to pay principal and interest on the Term
Notes.





Any
decrease in shipments of crude oil may adversely affect our financial
performance at the end of the Initial Charter or if Chevron terminates the
Initial Charter prior to that time





The demand for our oil
tanker primarily depends on the demand for Arabian Gulf and West African crude
oil, along with crude oil from the Former Soviet Union, or the FSU, which, in
turn, primarily depends on the economies of the world’s industrial countries and
competition from alternative energy sources.  A wide range of economic,
social and other factors can significantly affect the strength of the world’s
industrial economies and their demand for crude oil from the mentioned
geographical areas.  One such factor is the price of worldwide crude
oil.  The world’s oil markets have experienced high levels of volatility in
the last 25 years.  In July
2008, oil prices rose to a high of $137.00 per barrel before decreasing sharply
to $41.30 in December 2008.




Any
decrease in shipments of crude oil from the above mentioned geographical areas
would have a material adverse effect on our financial performance.  Among
the factors which could lead to such a decrease are:





●
            increased
      crude oil production from other areas;


●
            increased
      refining capacity in the Arabian Gulf, West Africa or the
FSU;


●
            increased
      use of existing and future crude oil pipelines in the Arabian Gulf, West
      Africa and FSU;


●
            a
      decision by Arabian Gulf, West African and FSU oil-producing nations to
      increase their crude oil prices or to further decrease or limit their
      crude oil production;


●
            armed
      conflict in the Arabian Gulf and West Africa and political or other
      factors; and


●
            the
      development and the relative costs of nuclear power, natural gas, coal and
      other alternative sources of
energy.





An
over-supply of tanker capacity may lead to reductions in charter rates, vessel
values and profitability when the Initial Charter expires or is terminated by
Chevron





The
market supply of tankers is affected by a number of factors such as demand for
energy resources, oil and petroleum products, as well as strong overall economic
growth in parts of the world economy, including Asia.  If the capacity of
new ships delivered exceeds the capacity of tankers being scrapped and lost,
tanker capacity will increase.  If the supply of tanker capacity increases
and the demand for tanker capacity does not increase correspondingly, charter
rates could materially decline.  A reduction in charter rates may have a
material adverse effect on our results of operations when the Initial Charter
expires or is terminated by Chevron.




3






Disruptions
in world financial markets and the resulting governmental action in the United
States and in other parts of the world could have a material adverse impact on
our results of operations, financial condition and cash flows





Over the
last year, global financial markets have experienced extraordinary disruption
and volatility following adverse changes in the global credit markets.  The
credit markets in the United States have experienced significant contraction,
deleveraging and reduced liquidity, and governments around the world have taken
highly significant measures in response to such events, including the enactment
of the Emergency Economic Stabilization Act of 2008 in the United States, and
may implement other significant responses in the future.





Securities
and futures markets and the credit markets are subject to comprehensive
statutes, regulations and other requirements.  The Securities and Exchange
Commission, other regulators, self-regulatory organizations and exchanges have
enacted temporary emergency regulations and may take other extraordinary actions
in the event of market emergencies and may effect permanent changes in law or
interpretations of existing laws.  Recently, a number of financial
institutions have experienced serious financial difficulties and, in some cases,
have entered into bankruptcy proceedings or are in regulatory enforcement
actions.  These difficulties have resulted, in part, from declining markets
for assets held by such institutions, particularly the reduction in the value of
their mortgage and asset-backed securities portfolios.  These difficulties
have been compounded by a general decline in the willingness by banks and other
financial institutions to extend credit.





We face
risks attendant to changes in economic environments and instability in
securities markets around the world, among other factors.  Major market
disruptions and the current adverse changes in market conditions and regulatory
climate in the United States and worldwide may adversely affect our business or
impair our ability to borrow amounts under any future financial
arrangements.  We cannot predict how long the current market conditions
will last.  However, these recent and developing economic and governmental
factors may have a material adverse effect on our results of operations,
financial condition or cash flows.





We
operate in the highly competitive international tanker market which could affect
our position when the Initial Charter expires or is terminated by
Chevron





The
operation of tanker vessels and transportation of crude and petroleum products
is an extremely competitive business.  Competition arises primarily from
other tanker owners, including major oil companies as well as independent tanker
companies, some of whom have substantially greater resources than us. 
Competition for the transportation of oil and oil products can be intense and
depends on price, location, size, age, condition and the acceptability of the
tanker and its operators to the charterers.  During the term of the Initial
Charter with Chevron we are not exposed to the risk associated with this
competition.  At the end of the Initial Charter and in the event that
Chevron terminates the Initial Charter on any of the remaining optional
termination dates, we will have to compete with other tanker owners, including
major oil companies as well as independent tanker companies for charters. 
Due in part to the fragmented tanker market, competitors with greater resources
could enter and operate larger fleets through acquisitions or consolidations and
may be able to offer better prices and fleets, which could result in our
achieving lower revenues from our VLCC oil tanker.





Safety, environmental and other
governmental requirements expose us to liability, and compliance with current
and future regulations could require significant additional expenditures, which
could have a material adverse affect on our business and financial
results at the end of
the Initial Charter or if Chevron terminates the Initial Charter prior to that
time





Our
operations are affected by extensive and changing international, national, state
and local laws, regulations, treaties, conventions and standards in force in
international waters, the jurisdictions in which our Vessel operates and the
country in which our Vessel is registered, including those governing the
management and disposal of hazardous substances and wastes, the cleanup of oil
spills and other contamination, air emissions, water discharges and ballast
water management.  These regulations include the United States Oil
Pollution Act of 1990, or OPA, the United States Clean Air Act and United States
Clean Water Act, the United States Marine Transportation Security Act of 2002,
the International Convention on Civil Liability for Oil Pollution Damage of
1969, as amended, or CLC, the International Convention for the
Prevention of Pollution from Ships of 1975, the International Convention for the
Safety of Life at Sea of 1974, or SOLAS, the International Convention on Load
Lines of 1966, or LL Convention,and implementing
regulations adopted by the International Maritime Organization, or IMO (the
United Nations agency for maritime safety and the prevention of pollution by
vessels), the European Union, and other international, national and local
regulatory bodies.






4






In
addition, vessel classification societies also impose significant safety and
other requirements on our Vessel.  In complying with current and future
environmental requirements, vessel-owners and operators such as ourselves may
also incur significant additional costs in meeting new maintenance and
inspection requirements, in developing contingency arrangements for potential
spills and in obtaining insurance coverage.  Government regulation of
vessels, particularly in the areas of safety and environmental requirements, can
be expected to become stricter in the future and require us to incur significant
capital expenditures on our Vessel to keep it in compliance, or even to scrap or
sell our Vessel altogether.  For example, various jurisdictions, including
the United States, are considering or have enacted legislation imposing more
stringent requirements on air emissions and ballast water discharges from
vessels.





Many of
these requirements are designed to reduce the risk of oil spills and other
pollution, and our compliance with these requirements can be costly.  These
requirements can also affect the resale value or useful life of our Vessel,
require a reduction in cargo-capacity, ship modifications or operational changes
or restrictions, lead to decreased availability of insurance coverage for
environmental matters or result in the denial of access to certain
jurisdictional waters or ports, or detention in certain ports.





Under
local, national and foreign laws, as well as international treaties and
conventions, we could incur material liabilities, including cleanup obligations,
natural resource damages and third-party claims for personal injury or property
damages, in the event that there is a release of petroleum or other hazardous
substances from our Vessel or otherwise in connection with our current or
historic operations.  We could also incur substantial penalties, fines and
other civil or criminal sanctions, including in certain instances seizure or
detention of our Vessel, as a result of violations of or liabilities under
environmental laws, regulations and other requirements.  For example, OPA
affects all vessel-owners shipping oil to, from or within the United
States.  OPA allows for potentially unlimited liability without regard to
fault for owners, operators and bareboat charterers of vessels for oil pollution
in United States waters.  Similarly, the CLC, which has been adopted by
most countries outside of the United States, imposes liability for oil pollution
in international waters.  OPA expressly permits individual states to impose
their own liability regimes with regard to hazardous materials and oil pollution
incidents occurring within their boundaries.  Coastal states in the United
States have enacted pollution prevention liability and response laws, many
providing for unlimited liability.





Extensive
and changing environmental laws and other regulations, compliance with which may
entail significant expenses, including expenses for ship modifications and
changes in operating procedures, affect the operation of our Vessel. 
Although Chevron is responsible for all operational matters and bears all these
expenses during the term of the Initial Charter, these expenses could have an
adverse effect on our business operations at any time after the expiration or
termination of the Initial Charter or in the event Chevron fails to make a
necessary payment.





We
may not have adequate insurance at the end of the Initial Charter or if Chevron
terminates the Initial Charter prior to that time





There are
a number of risks associated with the operation of oceangoing vessels, including
mechanical failure, collision, human error, war, terrorism,property loss, cargo loss or damage and business interruption due to
political circumstances in foreign countries, hostilities and labor
strikes.  Any of these
events may result in loss of revenues, increased costs and decreased cash
flows.  In addition, following the terrorist attack in New York City on
September 11, 2001, and the military response of the United States, the
likelihood of future acts of terrorism may increase, and our Vessel may face
higher risks of attack.  Future hostilities or other political instability,
as shown by the attack on theLimburgin Yemen in October 2002, could affect
our trade patterns and adversely affect our operations and our revenues, cash
flows and profitability.In addition, the operation of any vessel
is subject to the inherent possibility of marine disaster, including oil spills
and other environmental mishaps, and the liabilities arising from owning and
operating vessels in international trade.






5






Under the Initial Charter, Chevron
bears all risks associated with the operation of our Vessel including the total
loss of our Vessel.  However, we cannot assure holders of the Notes that we
will adequately insure against all risks at the end of the Initial Charter or in
the event the Initial Charter is terminated.  We may not be able to obtain
adequate insurance coverage at reasonable rates for our Vessel in the future and
the insurers may not pay particular claims.For example, a
catastrophic spill could exceed our insurance coverage and have a material
adverse effect on our financial condition.  In addition, we may not be able
to procure adequate insurance coverage at commercially reasonable rates in the
future and we cannot guarantee that any particular claim will be paid.  In
the past, new and stricter environmental regulations have led to higher costs
for insurance covering environmental damage or pollution, and new regulations
could lead to similar increases or even make this type of insurance
unavailable.  Furthermore, even if insurance coverage is adequate to cover
our losses, we may not be able to timely obtain a replacement ship in the event
of a loss.  We may also be subject to calls, or premiums, in amounts based
not only on our own claim records but also the claim records of all other
members of the protection and indemnity associations through which we receive
indemnity insurance coverage for tort liability.  Our payment of these
calls could result in significant expenses to us that could reduce our cash
flows and place strains on our liquidity and capital resources.





Acts
of piracy on oceangoing vessels have recently increased in frequency, which
could adversely affect our business





Acts of
piracy have historically affected oceangoing vessels trading in regions of the
world such as the South China Sea and in the Gulf of Aden off the coast of
Somalia.  Throughout 2008 and the first quarter of 2009, the frequency of
piracy incidents against commercial shipping vessels increased significantly,
particularly in the Gulf of Aden off the coast of Somalia.  For example, in
November 2008, the M/V Sirius
Star, a tanker vessel not affiliated with us, was captured by pirates in
the Indian Ocean while carrying crude oil estimated to be worth $100
million.  If these pirate attacks result in regions in which our Vessel are
deployed being characterized as “war risk” zones by insurers, as the Gulf of
Aden temporarily was in May 2008, premiums payable for such coverage could
increase significantly and such insurance coverage may be more difficult to
obtain.  In addition, crew costs, including due to employing onboard
security guards, could increase in such circumstances.  We may not be
adequately insured to cover losses from these incidents, which could have a
material adverse effect on us.  In addition, any of these events may result
in loss of revenues, increased costs and decreased cash flows to Chevron, which
could impair its ability to make payments to us under our Initial
Charter.





We
are highly dependent on Chevron and Chevron Corporation





We are
highly dependent on the performance by Chevron of its obligations under the
Initial Charter and by its guarantor, Chevron Corporation, of its obligations
under its guarantee.  A failure by Chevron and Chevron Corporation to
perform their obligations under the Initial Charter could result in our
inability to service the Term Notes, defined below.  If our Note holders
had to enforce the mortgages securing our Term Notes, they may not be able to
recover the principal and interest owed to them.





We
may not be able to pay down our debt in the future, which could result in the
loss of our Vessel





Currently,
we must dedicate a large portion of our cash flow from operations to satisfy our
debt service obligations.  Our ability to pay interest on, and other
amounts due in respect of, our Term Notes, defined below, will depend on our
future operating performance, prevailing economic conditions and financial,
business and other factors, many of which are beyond our control.  There
can be no assurance that our cash flow and capital resources will be sufficient
for payment of our indebtedness in the future.  If we are unable to service
our indebtedness or obtain additional financing, as needed, this could have a
material adverse effect on the holders of the Term Notes.






6






Governments
could requisition our Vessel during a period of war or emergency, resulting in a
loss of earnings





A
government could requisition for title or seize our Vessel.  Requisition
for title occurs when a government takes control of a vessel and becomes her
owner.  Also, a government could requisition our Vessel for hire. 
Requisition for hire occurs when a government takes control of a vessel and
effectively becomes her charterer at dictated charter rates.  This amount
could be materially less than the charterhire that would have been payable
otherwise.  In addition, we would bear all risk of loss or damage to a vessel under requisition for
hire.  Government requisition of our Vessel would negatively impact
our revenues and therefore impact our ability to service our debt.





Our
operations outside the United States expose us to global risks that may
interfere with the operation of our Vessel





We are an
international company and primarily conduct our operations outside of the United
States.  Changing economic, regulatory, political and governmental
conditions in the countries where we are engaged in business or where our Vessel
is registered affect us.  Hostilities or other political instability in
regions where our Vessel trades could affect our trade patterns and adversely
affect our operations and performance.  The terrorist attacks against
targets in the United States on September 11, 2001 and the military response by
the United States has increased the likelihood of acts of terrorism
worldwide.  Acts of terrorism, regional hostilities or other political
instability, as shown by the attack on the Limburg in Yemen in October
2002, attacks on oil pipelines during and subsequent to the Iraq war in 2003 and
attacks on expatriate workers in the Middle East could adversely affect the oil
trade and reduce our revenue or increase our expenses.





Our
Vessel may call on ports located in countries that are subject to restrictions
imposed by the United States government





The
Initial Charter is a bareboat charter and, from time to time, our Vessel may
call on ports located in countries subject to sanctions and embargoes imposed by
the United States government and countries identified by the United States
government as state sponsors of terrorism.  Although these sanctions and
embargoes do not prevent our Vessel from making calls to ports in these
countries, potential investors could view such port calls negatively, which
could adversely affect our reputation and the market for our Term Notes, defined
below.  Investor perception of the value of our Notes may be adversely
affected by the consequences of war, the effects of terrorism, civil unrest and
governmental actions in these and surrounding countries.




Our
Notes may not be as liquid as other securities with established trading markets,
which may affect the value of the Notes and your ability to trade
them





Our
Notes, defined below, are not listed on any national securities exchange and
have no established trading market.  Consequently, our Notes could trade at
prices that may be higher or lower than their principal amount or purchase
price, depending on many factors, including prevailing interest rates, the
market for similar notes and warrants, and our financial performance.  The
placement agents for our Notes currently make a market for them, but are not
obligated to do so and may discontinue their market making activity at any
time.  In addition, their market making activity is subject to the limits
imposed by the Securities Act of 1933, as amended and the Securities Exchange
Act of 1934, as amended.  We cannot assure you that an active trading
market will exist for the Notes or that any market for the Notes will be
liquid.







7






Substantial
leverage and debt service could affect our ability to grow and service our debt
obligations


We are
highly leveraged.  As of December 31, 2008, we had $59.4 million in total
indebtedness outstanding and stockholders’ equity of $12.6 million.  The
degree to which we are leveraged could have important consequences for the
holders of our Notes, including:





●
              we
      may have trouble withstanding competitive pressures and responding to
      changing business conditions;●
              we
      may be more vulnerable than others in the event of a downturn in general
      economic conditions or in our business; and


●
            we
      may be more highly leveraged than other tanker owners with which we
      compete, which may put us at a competitive
  disadvantage.





Because
our offices and most of our assets are outside the United States, you may not be
able to bring suit against us, or enforce a judgment obtained against us in the
United States





Our
executive offices, administrative activities and assets are located outside the
United States.  As a result, it may be more difficult for investors to
effect service of process within the United States upon us, or to enforce both
in the United States and outside the United States judgments against us in any
action, including actions predicated upon the civil liability provisions of the
federal securities laws of the United States.





We
have a limited business purpose which limits our flexibility





Our
activity is limited to issuing the Notes, engaging in the acquisition,
disposition, ownership, and chartering of a very large crude carrier, or VLCC,
oil tanker.  During the terms of the Initial Charter with Chevron we expect
that the only source of operating revenue from which we may pay principal and
interest on the Notes will be from this charter.





ITEM
      4.
                  INFORMATION
      ON THE COMPANY


A.  History
and Development of the Company





Golden
State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC, or IOM I-B,
together, the Companies, are Isle of Man public limited companies, each formed
for the purpose of acquiring and chartering a VLCC.





We, along
with IOM I-B, and Golden State Petroleum Transport Corporation, or GSPTC, a
Delaware corporation,  are wholly-owned subsidiaries of Golden State
Holdings I, Limited, or GSH, an Isle of Man holding company.  GSH is
wholly-owned by Independent Tankers Corporation, a Cayman Islands company, or
ITC.  ITC is wholly-owned by Independent Tankers Corporation Limited, or
ITCL.  ITCL was established in February 2008 and is 82.47% owned by
Frontline Ltd., or Frontline, a Bermuda company whose shares are listed on the
New York Stock Exchange, London Stock Exchange and Oslo Stock
Exchange.





GSPTC, as
an agent for the Companies, issued 8.04% First Preferred Mortgage Term Notes for
$127,100,000, or the Term Notes and Serial First Preferred Mortgage Notes for
$51,700,000, or the Serial Notes, together the Notes.   The
principal amount of the Term Notes and the Serial Notes allocated to us was
$63,550,000 and $24,900,000,  respectively.  The Serial Notes
were fully repaid on February 1, 2006.  The proceeds from the offering and
sale of the Notes allocated to us were used to fund the construction of the
Antares Voyager, or our
Vessel, by Samsung Corporation and Samsung Heavy Industries Co. Ltd., together
the Builders, under the technical supervision of the Chevron Shipping Company as
agent for Chevron, which is an indirect, wholly-owned subsidiary of Chevron
Corporation.  The Vessel, was accepted by us under the building contract on
December 7, 1998 and concurrently was delivered to Chevron under an initial
charter for a term of 18 years, or the Initial Charter.  The Vessel is a
double-hulled carrier of approximately 308,500 dwt and is currently registered
under the Bahamian Flag.  Chevron’s obligations under the Initial Charter
are guaranteed by Chevron Corporation.





We
charter our Vessel to Chevron under the Initial Charter which is expected to
provide, so long as the Initial Charter is in effect, (a) charter hire payments
sufficient to pay (i) our obligations under the Notes, (ii) the management fees
under the management agreements, (iii) the estimated recurring fees, (iv) the
estimated fees payable to the indenture trustee for the Notes, or the Indenture
Trustee, and (v) any other costs and expenses incidental to the ownership and
chartering of our Vessel that are to be paid by us and to fund a debt service
reserve fund, and (b) that our Vessel will be maintained in accordance with good
commercial maintenance practices, and  for vessel management and
re-marketing services to be available in case any Initial Charter is terminated
or our Vessel is for any other reason returned to our possession and
use.






8






We were
incorporated in the Isle of Man because it is a jurisdiction whose regulation of
the shipping industry and favorable tax laws have traditionally encouraged the
organization of shipping companies.  The Isle of Man is an “open registry”
jurisdiction, which has traditionally been associated with the shipping
industry.  We conduct our business and are domiciled in the Isle of Man; to
date we have not incurred taxation on our income and should not, under current
law and practice in such jurisdictions, incur such taxation in the
future.





Our
principal executive offices are located at 15-19 Athol Street, Douglas, Isle of
Man IM1 1LB and our telephone number is (1) 441 295 6935.





B.  Business
Overview





Under a
management agreement with the Company, or the Management Agreement, Frontline
provides administrative, ship management and advisory services to the Company as
manager, or Manager.  Pursuant to the Management Agreement, the Manager
receives a fee, or the Management Fee, of $50,000 per year per Vessel, which is
payable semi-annually.  All costs of maintaining our corporate status,
accounting and auditing fees and other related costs, which we refer to as
Recurring Fees, are payable by the Manager from the Management Fee.





The
Initial Charter




Pursuant
to the Initial Charter, Chevron has agreed to charter our Vessel commencing on
its delivery date and ending on the eighteenth anniversary of such delivery
date.  Chevron has the right to terminate the Initial Charter on five
dates, each, an optional Termination Date, beginning on the expiration of the
period commencing on the delivery date for such Vessel and terminating on the
eighth anniversary thereof, each, a Fixed Period, and on each of the four
subsequent two-year anniversaries thereof.  During the Fixed Period, the
charter hire was $27,199 per day.  Charter hire after the Fixed Period is
$28,500 per day.  During the term of the Initial Charter, we are not liable
for any expense in operating, registering, documenting, insuring, repairing or
maintaining our Vessel and are not required to supply a vessel or any part
thereof if our Vessel or any part thereof is lost, damaged, rendered unfit for
use, confiscated, seized, requisitioned, restrained or appropriated. 
Pursuant to the Initial Charters, Chevron is required to pay charter hire in
respect of our Vessel without offset or deduction for any reason
whatsoever.





On the
first optional termination date, Chevron was required to give us (i) non-binding
notice of its intent to exercise the option at least 12 months prior to the
optional termination date and (ii) irrevocable notice of such exercise nine
months prior to the optional termination date.  If the optional termination
date is any subsequent termination date, Chevron must give us (i) non-binding
notice of its intent to exercise such option nine months prior to the optional
termination date and (ii)  irrevocable notice of such exercise six
months prior to the optional termination date.  As of, April 22, 2009 we
had not received any notice of Chevron’s intent to exercise its termination
option.





Remarketing




In the
event Chevron gives us notice of its intent to terminate the Initial Charter,
the Manager, pursuant to the related Management Agreement, is required to engage
a remarketing agent.  McQuilling Brokerage Partners, Inc., or McQuilling,
and ACM Shipping Limited, or ACM Shipping, have agreed to provide on a
non-exclusive basis remarketing services if Chevron exercises its option to
terminate the Initial Charter for our Vessel.  McQuilling, established in
1972, is a leading New York-based ship broker whose activities encompass all
aspects of chartering, sale and purchase, ship finance, demolition and project
development.  ACM Shipping is a leading London shipbroker that has strong
relationships with the major oil companies.  ACM Shipping has been in the
ship brokerage business since 1982.





If
Chevron elects to terminate the Initial Charter and an acceptable replacement
charter has not been entered into or our Vessel has not been sold, then in order
to make scheduled sinking fund and interest payments on the Notes, if any, and
to pay estimated ship expenses for our Vessel, we would require minimum bareboat
charter hire payments of approximately $21,200 per day.  The foregoing
charter hire rates would not cover $10,995,000 of the final principal payment
allocated to our Vessel.  The $10,995,000 is less than current estimates of
the approximate residual value of our Vessel on the date of the final
payment.  No assurance can be given as to the residual or scrap value of
our Vessel on such date of the final payment and no assurance can be given that
the Manager would be able to obtain charters at the foregoing charter hire
rates.






9






Environmental
and Other Regulations





Government
regulations and laws significantly affect the ownership and operation of our
tanker.  We are subject to international conventions, national, state and
local laws and regulations in force in the countries in which our Vessel may
operate or are registered.  Compliance with such laws, regulations and
other requirements entails significant expense, including vessel modifications
and implementation of certain operating procedures.





Our
Vessel is subject to both scheduled and unscheduled inspections by a variety of
government, quasi-governmental and private entities each of which may have
unique requirements.  These organizations include the local port
authorities, national authorities, harbor masters or equivalent, classification
societies, flag state administrations (countries of registry) and charterers,
particularly terminal operators and oil companies.  Some of these entities
require us to obtain permits, licenses and certificates for the operation of our
tanker.  Our failure to maintain necessary permits, certificates or
approvals could require us to incur substantial costs or temporarily suspend
operation of our Vessel.





We
believe that the heightened levels of environmental and quality concerns among
insurance underwriters, regulators and charterers have led to greater inspection
and safety requirements on all tankers and may accelerate the scrapping of older
vessels throughout the industry.  Increasing environmental concerns have
created a demand for tankers that conform to the stricter environmental
standards.  Our charterers, Chevron, are required to maintain operating
standards for our Vessel that emphasize operational safety, quality maintenance,
continuous training of our officers and crews and compliance with applicable
local, national and international environmental laws and regulations.  We
believe that the operation of our Vessel is in substantial compliance with
applicable environmental laws and regulations and that our Vessel has all
material permits, licenses, certificates or other authorizations necessary for
the conduct of our operations; however, because such laws and regulations are
frequently changed and may impose increasingly stricter requirements, we cannot
predict the ultimate cost of complying with these requirements, or the impact of
these requirements on the resale value or useful life of our tanker.  In
addition, a future serious marine incident that results in significant oil
pollution or otherwise causes significant adverse environmental impact could
result in additional legislation or regulation that could negatively affect our
profitability.




International
Maritime Organization





The
International Maritime Organization, or IMO (the United Nations agency for
maritime safety and the prevention of pollution by ships), has adopted the
International Convention for the Prevention of Marine Pollution from Ships,
1973, as modified by the Protocol of 1978 relating thereto, which has been
updated through various amendments, or the MARPOL Convention.  The MARPOL
Convention implements environmental standards including oil leakage or spilling,
garbage management, as well as the handling and disposal of noxious liquids,
harmful substances in packaged forms, sewage and air emissions.  Under IMO
regulations, in order to trade in ports of IMO member nations, a newbuild tanker
of 5,000 dwt or above must be of double hull construction or a mid-deck design
with double-sided construction or be of another approved design ensuring the
same level of protection against oil pollution if the tanker:





●
            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.





Since the
enactment of these regulations, the IMO has accelerated the timetable for the
phase-out of single hull oil tankers.






10




In
December 2003, the Marine Environmental Protection Committee of the IMO, or
MEPC, adopted an amendment to the MARPOL Convention, which became effective in
April 2005.  The amendment revised an existing regulation 13G accelerating
the phase-out of single hull oil tankers and adopted a new regulation 13H on the
prevention of oil pollution from oil tankers when carrying heavy grade
oil.  Under the revised regulation, single hull oil tankers were required
to be phased out no later than April 5, 2005 or the anniversary of the date of
delivery of the ship on the date or in the year specified in the following
table:


Category
      of Oil Tankers
                            
                            Date
      or Year for Phase OutCategory
      1 - oil tankers of 20,000 dwt and above carrying crude oil, fuel
      oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and
      above carrying other oils, which do not comply with the requirements for
      protectively located segregated ballast tanks;
                            
                            April
      5, 2005 for ships delivered on April 5, 1982 or earlier; or
                              2005
      for ships delivered after April 5, 1982.Category
      2 - oil tankers of 20,000 dwt and above carrying crude oil, fuel
      oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and
      above carrying other oils, which do comply with the protectively located
      segregated ballast tank requirements; and
                              Category
      3 - oil tankers of 5,000 dwt and above but less than the tonnage
      specified for Category 1 and 2 tankers.
                            
                            April
      5, 2005 for ships delivered on April 5, 1977 or earlier;
                              2005
      for ships delivered after April 5, 1977 but before January 1,
      1978;
                              2006
      for ships delivered in 1978 and 1979;
                              2007
      for ships delivered in 1980 and 1981;
                              2008
      for ships delivered in 1982;
                              2009
      for ships delivered in 1983; or
                              2010
      for ships delivered in 1984 or
later.






Under the
revised regulations, a flag state may permit continued operation of certain
Category 2 or 3 tankers beyond their phase out date in accordance with the above
schedule.  Under regulation 13G, the flag state may allow for some newer
single hull oil tankers registered in its country that conform to certain
technical specifications to continue operating until the earlier of the
anniversary of the date of delivery of our Vessel in 2015 or the 25th
anniversary of their delivery.  Under regulations 13G and 13H, as described
below, certain Category 2 and 3 tankers fitted only with double bottoms or
double sides may be allowed by the flag state to continue operations until their
25th anniversary of delivery.  Any port state, however, may deny entry of
those single hull oil tankers that are allowed to operate under any of the flag
state exemptions.





The MEPC,
in October 2004, adopted a unified interpretation of regulation 13G that
clarified the date of delivery for tankers that have been converted.  Under
the interpretation, where an oil tanker has undergone a major conversion that
has resulted in the replacement of the fore-body, including the entire cargo
carrying section, the major conversion completion date of the oil tanker shall
be deemed to be the date of delivery of the ship, provided that:





●
            the
      oil tanker conversion was completed before July 6,
  1996;





●
            the
      conversion included the replacement of the entire cargo section and
      fore-body and the tanker complies with all the relevant provisions of
      MARPOL Convention applicable at the date of completion of the major
      conversion; and





●
            the
      original delivery date of the oil tanker will apply when considering the
      15 years of age threshold relating to the first technical specifications
      survey to be completed in accordance with MARPOL
    Convention.





In
December 2003, the MEPC adopted a new regulation 13H on the prevention of
oil pollution from oil tankers when carrying heavy grade oil, or HGO, which
includes most of the grades of marine fuel.  The new regulation bans the
carriage of HGO in single hull oil tankers of 5,000 dwt and above after April 5,
2005, and in single hull oil tankers of 600 dwt and above but less than 5,000
dwt, no later than the anniversary of their delivery in 2008.







11






●
                crude
      oils having a density at 15єC higher
      than 900 kg/m3;  ●
                fuel
      oils having either a density at 15єC higher
      than 900 kg/m3 or a kinematic viscosity at 50oC higher than 180 mm2/s;
      or





●
            bitumen,
      tar and their emulsions.





Under the regulation 13H,
the flag state may allow continued operation of oil tankers of 5,000 dwt and
above, carrying crude oil with a density at 15єC higher than 900 kg/m3 but lower
than 945 kg/m3,that conform to certain technical specifications and, in
the opinion of the such flag state, the ship is fit to continue such operation,
having regard to the size, age, operational area and structural conditions of
the ship and provided that the continued operation shall not go beyond the date
on which the ship reaches 25 years after the date of its delivery.  The
flag state may also allow continued operation of a single hull oil tanker of 600
dwt and above but less than 5,000 dwt, carrying HGO as cargo, if, in the opinion
of such flag state, the ship is fit to continue such operation, having regard to
the size, age, operational area and structural conditions of the ship, provided
that the operation shall not go beyond the date on which the ship reaches 25
years after the date of its delivery.





The flag
state may also exempt an oil tanker of 600 dwt and above carrying HGO as cargo
if the ship is either engaged in voyages exclusively within an area under its
jurisdiction, or is engaged in voyages exclusively within an area under the
jurisdiction of another party, provided the party within whose jurisdiction the
ship will be operating agrees.  The same applies to vessels operating as
floating storage units of HGO.





Any port
state, however, can deny entry of single hull tankers carrying HGO which have
been allowed to continue operation under the exemptions mentioned above, into
the ports or offshore terminals under its jurisdiction, or deny ship-to-ship
transfer of HGO in areas under its jurisdiction except when this is necessary
for the purpose of securing the safety of a ship or saving life at
sea.





Revised
Annex I to the MARPOL Convention entered into force in January 2007. 
Revised Annex I incorporates various amendments adopted since the MARPOL
Convention entered into force in 1983, including the amendments to regulation
13G (regulation 20 in the revised Annex) and regulation 13H (regulation 21 in
the revised Annex).  Revised Annex I also imposes construction requirements
for oil tankers delivered on or after January 1, 2010.  A further amendment
to revised Annex I includes an amendment to the definition of heavy grade oil
that will broaden the scope of regulation 21.  On August 1, 2007,
regulation 12A (an amendment to Annex I) came into force requiring oil fuel
tanks to be located inside the double hull in all ships with an aggregate oil
fuel capacity of 600 cubic meters and above, which are delivered on or after
August 1, 2010 including ships for which the building contract is entered into
on or after August 1, 2007, or, in the absence of a contract, for which the keel
is laid on or after February 1, 2008.





Because
our Vessel is of double hull construction, it is not subject to the current
phase-out regulations of the IMO.





Air
Emissions





In
September 1997, the IMO adopted Annex VI to the MARPOL Convention,
Regulations for the Prevention of Pollution from Ships, to address air pollution
from ships.  Effective May 2005, Annex VI sets limits on sulfur oxide and
nitrogen oxide emissions from all commercial vessel exhausts and prohibits
deliberate emissions of ozone depleting substances (such as halons and
chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the
shipboard incineration of specific substances.  Annex VI also includes a
global cap on the sulfur content of fuel oil and allows for special areas to be
established with more stringent controls on sulfur emissions.  We believe
that our Vessel is compliant in all material respects with current Annex VI
regulations.  Additional or new conventions, laws and regulations may be
adopted that could require the installation of expensive emission control
systems and could adversely affect our business, results of operations, cash
flows and financial condition.  In October 2008, the IMO adopted amendments
to Annex VI regarding nitrogen oxide and sulfur oxide emissions standards that
will enter into force on July 1, 2010.  The amended Annex VI would reduce
air pollution from vessels by, among other things, (i) implementing a
progressive reduction of sulfur oxide emissions from ships, with the global
sulfur oxide emission cap reduced initially  from 4.50% to 3.50%
beginning January 1, 2012 and then reduced progressively to 0.50% by January 1,
2020, subject to a feasibility review to be completed no later than 2018; and
(ii) establishing new tiers of stringent nitrogen oxide emissions
standards for new marine engines, depending on their date of installation. 
Once these amendments become effective, we may incur costs to comply with these
revised standards.  The United States ratified
the Annex VI amendments in October 2008, thereby rendering U.S. air emissions
standards equivalent to IMO requirements.
   12






Safety
Requirements





The IMO
has also adopted the SOLAS Convention, and the International Convention on Load
Lines, 1966, or LL Convention, which impose a variety of standards to regulate
design and operational features of ships.  SOLAS Convention and LL
Convention standards are revised periodically.  We believe that our Vessel
is in material compliance with SOLAS Convention and LL Convention
standards.





Under
Chapter IX of SOLAS, the requirements contained in the International Safety
Management Code for the Safe Operation of Ships and for Pollution Prevention, or
ISM Code, promulgated by the IMO, also affect our operations.  The ISM Code
requires the party with operational control of a vessel to develop an extensive
safety management system that includes, among other things, the adoption of a
safety and environmental protection policy setting forth instructions and
procedures for operating its vessels safely and describing procedures for
responding to emergencies.  We intend to rely upon the safety management
system that our appointed ship managers have developed.





The ISM
Code requires that vessel operators obtain a safety management certificate for
each vessel they operate.  This certificate evidences compliance by a
vessel’s management with the ISM Code requirements for a safety management
system.  No vessel can obtain a safety management certificate unless its
manager has been awarded a document of compliance, issued by each flag state,
under the ISM Code.  Our appointed ship managers have obtained documents of
compliance for their offices and safety management certificates for our Vessel
where the certificates are required by the IMO.  The document of compliance
(“DOC”) and ship management certificate (“SMC”) are renewed every five years but
DOC is subject to audit verification annually and the SMC every 2.5
years.





Non-compliance
with the ISM Code and other IMO regulations may subject the shipowner or
bareboat charterer to increased liability, may lead to decreases in available
insurance coverage for affected vessels and may result in the denial of access
to, or detention in, some ports.  The U.S. Coast Guard and European Union
authorities have indicated that vessels not in compliance with the ISM Code by
the applicable deadlines will be prohibited from trading in U.S. and European
Union ports, as the case may be.





The IMO
has negotiated international conventions that impose liability for oil pollution
in international waters and a signatory’s territorial waters.  Additional
or new conventions, laws and regulations may be adopted which could limit our
ability to do business and which could have a material adverse effect on our
business and results of operations.





Ballast
Water Requirements





The IMO
adopted an International Convention for the Control and Management of Ships’
Ballast Water and Sediments, or the BWM Convention, in February 2004.  The
BWM Convention’s implementing regulations call for a phased introduction of
mandatory ballast water exchange requirements to be replaced in time with
mandatory concentration limits.  The BWM Convention will not enter into
force until 12 months after it has been adopted by 30 states, the combined
merchant fleets of which represent not less than 35% of the gross tonnage of the
world’s merchant shipping tonnage.  To date there has not been sufficient
adoption of this standard for it to take force.





The flag
state, as defined by the United Nations Convention on Law of the Sea, has
overall responsibility for the implementation and enforcement of international
maritime regulations for all ships granted the right to fly its flag.  The
“Shipping Industry Guidelines on Flag State Performance” evaluates flag states
based on factors such as sufficiency of infrastructure, ratification of
international maritime treaties, implementation and enforcement of international
maritime regulations, supervision of surveys, casualty investigations and
participation at IMO meetings.





13






Anti-Fouling
Requirements





In 2001,
the IMO adopted the International Convention on the Control of Harmful
Anti-fouling Systems on Ships, or the Anti-fouling Convention.  The
Anti-fouling Convention prohibits the use of organotin compound coatings to
prevent the attachment of mollusks and other sea life to the hulls of vessels
after September 1, 2003.  The exteriors of vessels constructed prior to
January 1, 2003 that have not been in dry-dock must, as of September 17, 2008,
either not contain the prohibited compounds or have coatings applied to the
vessel exterior that act as a barrier to the leaching of the prohibited
compounds.  Vessels of over 400 gross tons engaged in international voyages
must obtain an International Anti-fouling System Certificate and undergo a
survey before the vessel is put into service or when the antifouling systems are
altered or replaced.  We are in compliance with the Anti-fouling
Convention.





Oil
Pollution Liability





Although
the United States is not a party to these conventions, many countries have
ratified and follow the liability plan adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage of 1969, as
amended in 2000, or the CLC.  Under this convention and depending on
whether the country in which the damage results is a party to the 1992 Protocol
to the CLC, a vessel’s registered owner is strictly liable for pollution damage
caused in the territorial waters of a contracting state by discharge of
persistent oil, subject to certain complete defenses.  The limits on
liability outlined in the 1992 Protocol use the International Monetary Fund
currency unit of Special Drawing Rights, or SDR.  Under an amendment to the
1992 Protocol that became effective on November 1, 2003, for vessels of
5,000 to 140,000 gross tons (a unit of measurement for the total enclosed spaces
within a vessel), liability will be limited to approximately 4.51 million SDR
plus 631 SDR for each additional gross ton over 5,000.  For vessels of over
140,000 gross tons, liability will be limited to 89.77 million SDR. 
The exchange rate between SDRs and U.S. dollars was 0.632000 SDR per U.S. dollar
on April 7, 2009.  The right to limit liability is forfeited under the
International Convention on Civil Liability for Oil Pollution Damage where the
spill is caused by the owner’s actual fault and under the 1992 Protocol where
the spill is caused by the owner’s intentional or reckless conduct. 
Vessels trading to states that are parties to these conventions must provide
evidence of insurance covering the liability of the owner.  In
jurisdictions where the International Convention on Civil Liability for Oil
Pollution Damage has not been adopted, various legislative schemes or common
laws govern, and liability is imposed either on the basis of fault or in a
manner similar to that convention.  We believe that our P&I insurance
will cover the liability under the plan adopted by the IMO.





The IMO
adopted the International Convention on Civil Liability for Bunker Oil Pollution
Damage, or the Bunker Convention, to impose strict liability on ship owners for
pollution damage in jurisdictional waters of ratifying states caused by
discharges of bunker fuel.  The Bunker Convention, which became effective
on November 21, 2008, requires registered owners of ships over 1,000 gross tons
to maintain insurance for pollution damage in an amount equal to the limits of
liability under the applicable national or international limitation regime (but
not exceeding the amount calculated in accordance with the Convention on
Limitation of Liability for Maritime Claims of 1976, as amended).  With
respect to non-ratifying states, liability for spills or releases of oil carried
as fuel in ship’s bunkers typically is determined by the national or other
domestic laws in the jurisdiction where the events or damages
occur.





IMO
regulations also require owners and operators of vessels to adopt Ship Oil
Pollution Emergency Plans, or SOPEPs.  Periodic training and drills for
response personnel and for vessels and their crews are required.





The IMO
continues to review and introduce new regulations.  It is impossible to
predict what additional regulations, if any, may be passed by the IMO and what
effect, if any, such regulations might have on our operations.





United
States Requirements





In 1990,
the United States Congress enacted the U.S. Oil Pollution Act of 1990, or OPA,
to establish an extensive regulatory and liability regime for environmental
protection and cleanup of oil spills.  OPA affects all owners and operators
whose vessels trade with the United States or its territories or possessions, or
whose vessels operate in the waters of the United States, which include the U.S.
territorial sea and the 200 nautical mile exclusive economic zone around the
United States.  The Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA imposes
liability for cleanup and natural resource damage from the release of hazardous
substances (other than oil) whether on land or at sea.  Both OPA and CERCLA
impact our operations.






14






Under
OPA, vessel owners, operators and bareboat charterers are “responsible parties”
who are jointly, severally and strictly liable (unless the spill results solely
from the act or omission of a third party, an act of God or an act of war) for
all containment and clean-up costs and other damages arising from oil spills
from their vessels.  These other damages are defined broadly to
include:





●
            natural
      resource damages and related assessment
costs;





●
            real
      and personal property damages;





●
            net
      loss of taxes, royalties, rents, profits and 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.





OPA
previously limited the liability of responsible parties to the greater of $1,200
per gross ton or $10.0 million per tanker that is over 3,000 gross tons (subject
to possible adjustment for inflation).  Amendments to OPA signed into law
in July 2006 increased these limits on the liability of responsible parties with
respect to tankers over 3,000 gross tons to the greater of $3,000 per gross ton
or $22.0 million per single hull tanker, and $1,900 per gross ton or $16.0
million per double hull tanker, respectively.  The act specifically permits
individual states to impose their own liability regimes with regard to oil
pollution incidents occurring within their boundaries, and some states have
enacted legislation providing for unlimited liability for discharge of
pollutants within their waters.  In some cases, states which have enacted
this type of legislation have not yet issued implementing regulations defining
tanker owners’ responsibilities under these laws.  CERCLA, which applies to
owners and operators of vessels, contains a similar liability regime and
provides for cleanup, removal and natural resource damages.  Liability
under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for
vessels carrying a hazardous substance as cargo and the greater of $300 per
gross ton or $0.5 million for any other vessel.





These
limits of liability do not apply, however, where the incident is caused by
violation of applicable U.S. federal safety, construction or operating
regulations, or by the responsible party’s gross negligence or willful
misconduct.  These limits also do not apply if the responsible party fails
or refuses to report the incident or to cooperate and assist in connection with
the substance removal activities.  OPA and CERCLA each preserve the right
to recover damages under existing law, including maritime tort law.  We
believe that we are in substantial compliance with OPA, CERCLA and all
applicable state regulations in the ports where our Vessel calls.





OPA also
requires owners and operators of vessels to establish and maintain with the U.S.
Coast Guard evidence of financial responsibility sufficient to meet the limit of
their potential strict liability under the act.  On October 17, 2008, the
U.S. Coast Guard regulatory requirements under OPA and CERCLA were amended to
require evidence of financial responsibility in amounts that reflect the higher
limits of liability imposed by the July 2006 amendments to OPA, as described
above.  The increased amounts became effective on January 15, 2009. 
U.S. Coast Guard regulations currently require evidence of financial
responsibility in the amount of $3,300 per gross ton for a single hull tanker or
$2,200 per gross ton for a double hull tanker, coupling the OPA limitation on
liability of $3,000 per gross ton for a single hull tanker or $1,900 per gross
ton for a double hull tanker, respectively, with the CERCLA liability limit of
$300 per gross ton.  Under the regulations, evidence of financial
responsibility may be demonstrated by insurance, surety bond, self-insurance or
guaranty.  Under OPA regulations, an owner or operator of more than one
tanker is required to demonstrate evidence of financial responsibility for the
entire fleet in an amount equal only to the financial responsibility requirement
of the tanker having the greatest maximum strict liability under OPA and
CERCLA.  We have provided such evidence and received certificates of
financial responsibility from the U.S. Coast Guard for our Vessel as
required.






15






Under
OPA, with certain limited exceptions, all newly-built or converted vessels
operating in U.S. waters must be built with double hulls, and existing vessels
that do not comply with the double hull requirement will be prohibited from
trading in U.S. waters over a 20-year period (1995-2015) based on size, age and
place of discharge, unless retrofitted with double-hulls.  Notwithstanding
the prohibition to trade schedule, the act currently permits existing single
hull and double-sided tankers to operate until the year 2015 if their operations
within U.S. waters are limited to discharging at the Louisiana Offshore Oil Port
or off-loading by lightering within authorized lightering zones more than 60
miles off-shore.  Lightering is the process by which vessels at sea
off-load their cargo to smaller vessels for ultimate delivery to the discharge
port.





OPA also
amended the Federal Water Pollution Control Act to require owners or operators
of tankers operating in the waters of the United States to file vessel response
plans with the U.S. Coast Guard, and their tankers are required to operate in
compliance with their U.S. Coast Guard approved plans.  These response
plans must, among other things:





●
            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.





We have
obtained a vessel response plan approved by the U.S. Coast Guard for our Vessel
for its operations in the waters of the United States.





In
addition, the U.S. Clean Water Act, or CWA prohibits the discharge of oil or
hazardous substances in U.S navigable waters unless authorized by a duly-issued
permit or exemption, and imposes strict liability in the form of penalties for
any unauthorized discharges.  The CWA also imposes substantial liability
for the costs of removal, remediation and damages and complements the remedies
available under OPA and CERCLA.  Furthermore, most U.S. states that border
a navigable waterway have enacted environmental pollution laws that impose
strict liability on a person for removal costs and damages resulting from a
discharge of oil or a release of a hazardous substance.  These laws may be
more stringent than U.S. federal law.





The U.S.
Environmental Protection Agency, or EPA, historically exempted the discharge of
ballast water and other substances incidental to the normal operation of vessels
in U.S. waters from CWA permitting requirements.  However, on March 31,
2005, a U.S. District Court ruled that the EPA exceeded its authority in
creating an exemption for ballast water.  On September 18, 2006, the court
issued an order invalidating the exemption in the EPA’s regulations for all
discharges incidental to the normal operation of a vessel as of September 30,
2008, and directed the EPA to develop a system for regulating all discharges
from vessels by that date.  The District Court’s decision was affirmed by
the Ninth Circuit Court of Appeals on July 23, 2008.





In
response to the invalidation and removal of the EPA’s vessel exemption by the
Ninth Circuit, the EPA has enacted rules governing the regulation of ballast
water discharges and other discharges incidental to the normal operation of
vessels within U.S. waters.  Under the new rules, which took effect
February 6, 2009, commercial vessels 79 feet in length or longer (other than
commercial fishing vessels), which we refer to as Regulated Vessels, are
required to obtain a CWA permit regulating and authorizing such normal
discharges.  This permit, which the EPA has designated as the Vessel
General Permit for Discharges Incidental to the Normal Operation of Vessels, or
VGP, incorporates the current U.S. Coast Guard requirements for ballast water
management as well as supplemental ballast water requirements, and includes
limits applicable to 26 specific discharge streams, such as deck runoff, bilge
water and gray water.





For each
discharge type, among other things, the VGP establishes effluent limits
pertaining to the constituents found in the effluent, including best management
practices, or BMPs, designed to decrease the amount of constituents entering the
waste stream.  Unlike land-based discharges, which are deemed acceptable by
meeting certain EPA-imposed numerical effluent limits, each of the 26 VGP
discharge limits is deemed to be met when a Regulated Vessel carries out the
BMPs pertinent to that specific discharge stream.  The VGP imposes
additional requirements on
certain Regulated Vessel types, including tankers that emit discharges unique to
those vessels.  Administrative provisions, such as inspection, monitoring,
recordkeeping and reporting requirements are also included for all Regulated
Vessels.






16






On August
31, 2008, the District Court ordered that the date for implementation of the VGP
be postponed from September 30, 2008 until December 19, 2008.  This date
was further postponed until February 6, 2009 by the District Court. 
Although the VGP became effective on February 6, 2009, the VGP application
procedure, known as the Notice of Intent, or NOI, has yet to be finalized. 
Accordingly, Regulated Vessels will effectively be covered under the VGP from
February 6, 2009 until June 19, 2009, at which time the “eNOI” electronic filing
interface will become operational.  Thereafter, owners and operators of
Regulated Vessels must file their NOIs prior to September 19, 2009, or the
Deadline.  Any Regulated Vessel that does not file an NOI by the Deadline
will, as of that date, no longer be covered by the VGP and will not be allowed
to discharge into U.S. navigable waters until it has obtained a VGP. 
Any Regulated Vessel that was delivered on or before the Deadline will receive
final VGP permit coverage on the date that the EPA receives such Regulated
Vessel’s complete NOI.  Regulated Vessels delivered after the Deadline will
not receive VGP permit coverage until 30 days after their NOI submission. 
Our Vessel is a Regulated Vessel, and we intend to submit a NOI as soon after
June 19, 2009 as practicable.





Owners
and operators of vessels visiting U.S. waters will be required to comply with
this VGP program or face penalties.  This could require the installation of
equipment on our Vessel to treat ballast water before it is discharged or the
implementation of other port facility disposal arrangements or procedures at
potentially substantial cost, and/or otherwise restrict our Vessel from entering
U.S. waters.  In addition, pursuant to Section 401 of the CWA which
requires each state to certify federal discharge permits such as the VGP,
certain states have enacted additional discharge standards as conditions to
their certification of the VGP.  These local standards bring the VGP into
compliance with more stringent state requirements, such as those further
restricting ballast water discharges and preventing the introduction of
non-indigenous species considered to be invasive.  The VGP and its
state-specific regulations and any similar restrictions enacted in the future
will increase the costs of operating in the relevant waters.





The U.S.
Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and
1990, or the CAA, requires the EPA to promulgate standards applicable to
emissions of volatile organic compounds and other air contaminants.  Our
Vessel is subject to vapor control and recovery requirements for certain cargoes
when loading, unloading, ballasting, cleaning and conducting other operations in
regulated port areas.  Our Vessel that operates in such port areas with
restricted cargoes are equipped with vapor recovery systems that satisfy these
requirements.  The CAA also requires states to draft State Implementation
Plans, or SIPs, designed to attain national health-based air quality standards
in primarily major metropolitan and/or industrial areas.  Several SIPs
regulate emissions resulting from vessel loading and unloading operations by
requiring the installation of vapor control equipment.  As indicated above,
our Vessel operating in covered port areas is already equipped with vapor
recovery systems that satisfy these existing requirements.  As referenced above, the
amended Annex VI to the IMO’s MARPOL Convention, which addresses air pollution
from ships, was ratified by the United States on October 9, 2008 and entered
into force domestically on January 8, 2009.  Previously, the state of
California had adoptedstringent air emissions requirements for
ocean-going vessels that were held by a
federal court in February 2008 to be preempted by the federal Clean Air Act and
thus invalidated.  In response, on July 24, 2008, the California Air
Resources Board of the State of California, or CARB, then adopted clean-fuel regulations applicable
to all vessels sailing within 24 miles of the California coastline whose
itineraries call for them to enter any California ports, terminal facilities, or
internal or estuarine waters.  The new CARB regulations, while avoiding
explicit regulation of emissions, require such vessels to use low sulfur
marine fuels rather than bunker fuel.  By July 1, 2009, such vessels are
required to switch either to marine gas oil with a sulfur content of no
more than 1.5% or marine diesel oil with a sulfur content of no more than
0.5%.  By 2012, only marine gas oil and marine diesel oil fuels with 0.1%
sulfur will be allowed.  California is also
requesting EPA to grant it a waiver under the Clean Air Act to enforce the
California vessel emission standards that were invalidated.  More legal
challenges are expected to follow.  If EPA grants the California waiver
request or if CARB prevails and the new fuel content regulations go into effect
as scheduled on July 1, 2009, our vessel would be subject to the CARB
requirements if theywere to travel within such waters.  The new
California regulations would require significant expenditures on low-sulfur fuel
and would increase our operating costs.  Finally, although the more
stringent CARB regime was technically superseded when the United States ratified
and implemented the amended Annex VI, the United
States and Canada jointly requested IMO on March 27, 2009 to designate the area
extending 200 miles from their territorial sea baseline adjacent to the
Atlantic/Gulf and Pacific coasts and the eight main Hawaiian Islands as
Emissions Control Areas under the Annex VI amendments.  If approved by IMO,
more stringent emissions standards similar to the new CARB regulations would
apply in the Emissions Control Areas that would cause us to incur further
costs.






17






The U.S.
National Invasive Species Act, or NISA, was enacted in 1996 in response to
growing reports of harmful organisms being released into U.S. ports through
ballast water taken on by vessels in foreign ports.  The U.S. Coast Guard
adopted regulations under NISA in July 2004 that impose mandatory ballast water
management practices for all vessels equipped with ballast water tanks entering
U.S. waters.  These requirements can be met by performing mid-ocean ballast
exchange, by retaining ballast water on board the vessel, or by using
environmentally sound alternative ballast water management methods approved by
the U.S. Coast Guard.  (However, mid-ocean ballast exchange is mandatory
for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the
foreign export of Alaskan North Slope crude oil).  Mid-ocean ballast
exchange is the primary method for compliance with the U.S. Coast Guard
regulations, since holding ballast water can prevent vessels from performing
cargo operations upon arrival in the United States, and alternative methods are
still under development.  Vessels that are unable to conduct mid-ocean
ballast exchange due to voyage or safety concerns may discharge minimum amounts
of ballast water (in areas other than the Great Lakes and the Hudson River),
provided that they comply with recordkeeping requirements and document the
reasons they could not follow the required ballast water management
requirements.  The U.S. Coast Guard is developing a proposal to establish
ballast water discharge standards, which could set maximum acceptable discharge
limits for various invasive species, and/or lead to requirements for active
treatment of ballast water.  In April 2008 the U.S. House of
Representatives passed a bill that amends NISA by prohibiting the discharge of
ballast water unless it has been treated with specified methods or acceptable
alternatives.  Similar bills have been introduced in the U.S. Senate, but
we cannot predict which bill, if any, will be enacted into law.  In the
absence of federal standards, states have enacted legislation or regulations to
address invasive species through ballast water and hull cleaning management and
permitting requirements.  For instance, the state of California has
recently enacted legislation extending its ballast water management program to
regulate the management of  “hull fouling” organisms attached to
vessels and adopted regulations limiting the number of organisms in ballast
water discharges.  Michigan’s ballast water management legislation
mandating the use of various techniques for ballast water treatment was upheld
by the federal courts.  Other states may proceed with the enactment of
similar requirements that could increase the costs of operating in state
waters.





Our
operations occasionally generate and require the transportation, treatment and
disposal of both hazardous and non-hazardous solid wastes that are subject to
the requirements of the U.S. Resource Conservation and Recovery Act, or RCRA, or
comparable state, local or foreign requirements.  In addition, from time to
time we arrange for the disposal of hazardous waste or hazardous substances at
offsite disposal facilities.  If such materials are improperly disposed of
by third parties, we may still be held liable for clean up costs under
applicable laws.





Other
Regulations




European
Union Tanker Regulations


In
July 2003, in response to the MT Prestige oil spill in
November 2002, the European Union adopted legislation, which was amended in
October 2003 that prohibits all single hull tankers from entering into its
ports or offshore terminals by 2010 or earlier, depending on their age. 
The European Union has also already banned all single hull tankers carrying
heavy grades of oil from entering or leaving its ports or offshore terminals or
anchoring in areas under its jurisdiction.  Commencing in 2005, certain
single hull tankers above 15 years of age will also be restricted from
entering or leaving European Union ports or offshore terminals and anchoring in
areas under European Union jurisdiction.  The European Union has also
adopted legislation that would: (1) ban manifestly sub-standard vessels
(defined as those over 15 years old that have been detained by port
authorities at least twice in a six month period) from European waters and
create an obligation of port states to inspect vessels posing a high risk to
maritime safety or the marine environment; and (2) provide the European
Union with greater authority and control over classification societies,
including the ability to seek to suspend or revoke the authority of negligent
societies.  The sinking of the MT Prestige and resulting oil
spill in November 2002 has led to the adoption of other environmental
regulations by certain European Union nations, which could adversely affect the
remaining useful life of our Vessel and our ability to generate income from
it.  It is impossible to
predict what legislation or additional regulations, if any, may be promulgated
by the European Union or any other country or authority.






18






In 2005,
the European Union adopted a directive on ship-source pollution, imposing
criminal sanctions for intentional, reckless or negligent pollution discharges
by ships.  The directive could result in criminal liability for pollution
from vessels in waters of European countries that adopt implementing
legislation.  Criminal liability for pollution may result in substantial
penalties or fines and increased civil liability claims.





Greenhouse
Gas Regulation





In
February 2005, the Kyoto Protocol to the United Nations Framework Convention on
Climate Change, or the Kyoto Protocol, entered into force.  Pursuant to the
Kyoto Protocol, adopting countries are required to implement national programs
to reduce emissions of certain gases, generally referred to as greenhouse gases,
which are suspected of contributing to global warming.  Currently, the
emissions of greenhouse gases from international shipping are not subject to the
Kyoto Protocol.  However, the European Union has indicated that it intends
to propose an expansion of the existing European Union emissions trading scheme
to include emissions of greenhouse gases from vessels.  In the United
States, the Attorneys General from 16 states and a coalition of environmental
groups  in April 2008 filed a
petition for a writ of mandamus, or petition, with the DC Circuit Court of
Appeals, or the DC Circuit, to request an order requiring


the EPA
to regulate greenhouse gas emissions from ocean-going vessels under the Clean
Air Act.  Although the DC Circuit
denied the petition in June 2008, EPA then published an Advanced Notice of
Proposed Rulemaking soliciting comments on whether greenhouse gas emissions
should be regulated under the Clean Air Act.  Climate change initiatives
will also be considered by the U.S. Congress in this session.  Any futurepassage of climate control legislation or other regulatory initiatives by
the IMO, European Union or individual countries where we operate that restrict
emissions of greenhouse gases could entail financial impacts on our operations
that we cannot predict with certainty at this time.





Vessel
Security Regulations





Since the
terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security.  On November 25,
2002, the U.S. Maritime Transportation Security Act of 2002, or MTSA, came into
effect.  To implement certain portions of the MTSA, in July 2003, the
U.S. Coast Guard issued regulations requiring the implementation of certain
security requirements aboard vessels operating in waters subject to the
jurisdiction of the United States.  Similarly, in December 2002,
amendments to SOLAS, created a new chapter of the convention dealing
specifically with maritime security.  The new chapter became effective in
July 2004 and imposes various detailed security obligations on vessels and
port authorities, most of which are contained in the newly created International
Ship and Port Facility Security Code, or the ISPS Code.  The ISPS Code is
designed to protect ports and international shipping against terrorism. 
After July 1, 2004, to trade internationally, a vessel must attain an
International Ship Security Certificate, or ISSC, from a recognized security
organization approved by the vessel’s flag state.  Among the various
requirements are:





●
            on-board
      installation of automatic identification systems 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 alert the authorities on
shore;





●
            the
      development of ship security plans;





●
            ship
      identification number to be permanently marked on a ship’s
      hull;





●
            a
      continuous synopsis record kept onboard showing a vessel’s history
      including the 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 owner(s) and their registered
      address; and






19









●
            compliance
      with flag state security certification
  requirements.





The U.S.
Coast Guard regulations, intended to align with international maritime security
standards, exempt from MTSA vessel security measures non-U.S. vessels that have
on board, as of July 1, 2004, a valid ISSC attesting to the vessel’s compliance
with SOLAS security requirements and the ISPS Code.  We have implemented
the various security measures addressed by MTSA, SOLAS and the ISPS Code, and
our Vessel is in compliance with applicable security requirements.








Inspection
by Classification Societies




Every
oceangoing vessel must be “classed” by a classification society.  The
classification society certifies that the vessel is “in class,” signifying that
the vessel has been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and regulations of the
vessel’s country of registry and the international conventions of which that
country is a member.  In addition, where surveys are required by
international conventions and corresponding laws and ordinances of a flag state,
the classification society will undertake them on application or by official
order, acting on behalf of the authorities concerned.





The
classification society also undertakes on request other surveys and checks that
are required by regulations and requirements of the flag state.  These
surveys are subject to agreements made in each individual case and/or to the
regulations of the country concerned.





For
maintenance of the class, regular and extraordinary surveys of hull, machinery,
including the electrical plant, and any special equipment classed are required
to be performed as follows:





●
            Annual
      Surveys.For oceangoing ships, annual surveys are conducted
      for the hull and the machinery, including the electrical plant, and where
      applicable for special equipment classed, at intervals of 12 months
      from the date of commencement of the class period indicated in the
      certificate.





●
            Intermediate
      Surveys.Extended annual surveys are referred to as
      intermediate surveys and typically are conducted two and one-half years
      after commissioning and each class renewal.  Intermediate surveys may
      be carried out on the occasion of the second or third annual
      survey.





●
            Class
      Renewal Surveys.Class renewal surveys, also known as special
      surveys, are carried out for the ship’s hull and machinery, including the
      electrical plant and for any special equipment classed, at the intervals
      indicated by the character of classification for the hull.  At the
      special survey the vessel is thoroughly examined, including audio gauging
      to determine the thickness of the steel structures.  Should the
      thickness be found to be less than class requirements, the classification
      society would prescribe steel renewals.  The classification society
      may grant a one year grace period for completion of the special
      survey.  Substantial amounts of money may have to be spent for steel
      renewals to pass a special survey if the vessel experiences excessive wear
      and tear.  In lieu of the special survey every four or five years,
      depending on whether a grace period was granted, a ship owner has the
      option of arranging with the classification society for the vessel’s hull
      or machinery to be on a continuous survey cycle, in which every part of
      the vessel would be surveyed within a five year cycle.  At an owner’s
      application, the surveys required for class renewal may be split according
      to an agreed schedule to extend over the entire period of class. 
      This process is referred to as continuous class
  renewal.





All areas
subject to survey as defined by the classification society are required to be
surveyed at least once per class period, unless shorter intervals between
surveys are prescribed elsewhere.  The period between two subsequent
surveys of each area must not exceed five years.




20






Our
Vessel is periodically drydocked.  If any defects are found, the
classification surveyor will issue a recommendation which must be rectified by
the ship owner within prescribed time limits.





Most
insurance underwriters make it a condition for insurance coverage that a vessel
be certified as “in-class” by a classification society which is a member of the
International Association of Classification Societies.  Our Vessel is
certified as being “in-class” by a recognized classification
society.





Risk
of Loss and Insurance





The
operation of any ocean-going vessel carries an inherent risk of catastrophic
marine disasters, environmental mishaps, cargo and property losses or damage and
business interruptions caused by adverse weather and ocean conditions,
mechanical failures, human error, political action in various countries, war,
terrorism, piracy, labor strikes and other circumstances or events. 
Pursuant to the Initial Charter, our Vessel may be operated throughout the world
in any lawful trade for which our Vessel is suitable, including carrying oil and
its products.  In the past, political conflicts in many regions,
particularly in the Arabian Gulf, have included attacks on tankers, mining of
waterways and other efforts to disrupt shipping in the area.  Vessels
trading in such regions have also been subject to acts of terrorism and
piracy.  In addition, the carriage of petroleum products is subject to the
risk of spillage and leakage.  Any such event may result in increased costs
or the loss of revenues or assets, including our Vessel.





Under the
Initial Charter, Chevron is entitled to self-insure against marine and war risks
relating to our Vessel and against protections and indemnity risks relating to
our Vessel during the term of the Initial Charter and, accordingly, purchasers
of the Notes cannot rely on the existence of third-party insurance.  There
can be no assurance that all risks will be adequately insured against, that any
particular loss will be covered or that we will be able to procure adequate
insurance coverage at commercially reasonable rates in the future.  In
particular, stricter environmental regulations may result in increased costs
for, or the lack of availability or, insurance against the risks of
environmental damage or pollution.





Chevron
will, pursuant to the Initial Charter, indemnify us from damages arising from a
failure to maintain any financial responsibility requirements whether relating
to oil or other pollution damage.  Chevron will also indemnify us to the
extent losses, damages or expenses are incurred by us relating to oil or other
pollution damage as a result of the operation of our Vessel by
Chevron.





C.
Organizational Structure





We, IOM
I-B, and GSPTC are wholly-owned subsidiaries of GSH, an Isle of Man holding
company.  GSH is a wholly-owned subsidiary of ITC, a Cayman Islands
corporation.  ITC is a wholly-owned subsidiary of ITCL and 82.47% of the
outstanding common shares of ITCL are owned by Frontline.





The
Company does not have any subsidiaries.





D.  Property,
Plants and Equipment





Other
than our Vessel referred to above, the Company has no property.





ITEM
      4A.
                UNRESOLVED
      STAFF COMMENTS


None.





ITEM
      5.
                OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS


Overview





The
following discussion should be read in conjunction with Item 3 “Selected
Financial Data” and the Company’s audited Financial Statements and Notes thereto
included herein.






21






We were
formed as an Isle of Man public limited company for the purpose of acquiring and
chartering our Vessel.





At the
time of the issuance of the Notes by GSPTC, which we refer to as the Closing
Date, we (i) received the net proceeds from the sale of the Notes, (ii) paid the
first installment of the purchase price of our Vessel, (iii) paid certain legal,
printing, rating and other fees and expenses, and (iv) deposited the balance of
the net proceeds from the sale of the Notes into a guaranteed investment
contract, or Pre-Funding Account.  In addition, we entered into a building
contract, or the Building Contract, the Technical Supervision Agreements, the
Initial Charter, the Management Agreement and certain security agreements for
the benefit of the holders of the Notes, and became the beneficiary of a
Building Contract guarantee and the Chevron guarantee.





Between
the Closing Date and the delivery date of its Vessel, our operations consisted
solely of (i) making payments of interest on the Notes, (ii) making payments of
Recurring Fees and Management Fees, (iii) making additional installments under
the building contracts, (iv) receiving interest on amounts held in the
Pre-Funding Account, (v) receiving certain non-cash contributions from the
Technical Supervisor of services and Owners’ Items and (vi) fulfilling its
obligations under a Registration Rights Agreement.





The
Vessel was accepted by us under the Building Contract on December 7, 1998 and
was concurrently delivered to Chevron.





Following
delivery of our Vessel, our operations consist solely of (i) receiving charter
hire payments under its Initial Charter, any Acceptable Replacement Charter and
other charters, (ii) receiving proceeds from the sale, if any, of our Vessel,
(iii) making payments of interest and principal on the Notes, (iv) making
payments of Recurring Fees and Management Fees and (v) receiving interest income
on amounts held in the trust accounts.





Market
Overview and Trend Information





Time
charter equivalent, or TCE,earnings for VLCCs in early 2008 reached a high of approximately $195,000
per day and the first two to three quarters managed to deliver more than
satisfactory results in spite of volatility experienced in the tanker market
more or less throughout the year.  Rates hovered around $100,000 per day
from the first to the third quarter when the market lost some of the drive and
earnings settled at a level around $50,000 to $70,000 per day.  The current
financial crisis had started to become a reality for most industries in the
fourth quarter.  Tanker owners, however, remained largely untouched by this
and managed to deliver strong results throughout the quarter and thus provided a
financial year that is only comparable with the year of 2004.  Average
earnings for double hull VLCCs in 2008 was in excess of $95,000 per day
according to industry sources.





There
were several factors, which contributed positively to the tanker market in the
first half of 2008.  The National Iranian Tanker Company tied up an
estimated 12 to 14 VLCCs for storage during this period as there was no demand
for Iranian crude oil at that time.  Throughout the same period, tanker
rates also spiked because of the strong demand from the Chinese in relation to
the Olympics.  Furthermore, the large number of port strikes during the
entire year also contributed to a tighter tonnage list, especially in
France.  Lastly, there was an increase in ton-miles during the first half
of 2008.  The USA, China, Japan and Korea were the main drivers of this
increase with approximately 40%, 24%, 23% and 12% share of the growth,
respectively, when comparing the first quarter in 2008 and 2007.  Total
ton-mile growth for these countries was 7.3% increasing from just below 14,000
miles in the first quarter of 2007 to approximately 15,000 miles in the first
quarter of 2008.





During
the second half of 2008, OPEC cuts were one of the major factors impacting the
tanker market.  As world demand for petroleum products decreased throughout
this period, OPEC’s profit margin tightened.  Consequently, production
capacity was cut and output figures were decreased.  The Brent crude prices
in 2008 averaged at $98.7 per barrel with a high average of approximately $137
per barrel in July and a low of $41.3 per barrel in December.





Average
OPEC production is estimated at 31.24 million barrels per day in 2008 according
to IEA’s February 2009 report.  The expected 2009 OPEC production output
figure has not yet been published by the IEA, however, they reported a January
2009 OPEC production of 29.03 million barrels per day, which is a decrease of
approximately three
million barrels per day year on year.  The main factor for this decrease is
OPEC’s desire for a higher oil price in a weak market.






22






The IEA
further estimates that average world oil demand was 85.7 million barrels per day
in 2008, a 0.4% decrease from 2007.  For 2009, a decrease in world oil
demand of 1.1%, or 1 million barrels per day, is forecasted.





The
tanker market benefited from “contango”in the oil price
during 2008.  This is a market condition where the future oil price is
higher than the current price.  At the end of October, the spread between
the current and future oil price widened making it profitable for oil companies
and traders to store crude oil.  During the following weeks and months the
market was swamped by requirements for storage, predominantly in the Atlantic
basin but also in the Arabian Gulf.  The spot market at that time was
approximately $50,000 per day, and the first few vessels were chartered by oil
majors at rates somewhat exceeding the spot market.  Since then
approximately 40 vessels were chartered either for straight storage or voyages
followed by storage, with rates ranging from $55,000 to $85,000 per
day.





Throughout
2008, there was a continued trend among oil companies to discriminate against
single hull tankers due to their decreasing territory allowance and increasing
probability of inspection.





Bunkers
followed the movements in the oil market closely in 2008.  The lowest
bunker price in Fujairah was quoted at the end of December at $206.50 per metric
ton while the highest was quoted in mid-July at $756.5 per metric ton.  The
average bunker price in 2008 was approximately $508 per metric ton.





According
to figures released in January 2009 by The International Monetary Fund, or IMF,
global growth is expected to moderate to 0.5% for the year.  This is a
downward revision of  2.5% compared to the IMF’s October 2008 report
and a 3.4% reduction compared with what the IMF reported in January 2009, or
3.9%.  In the United States, negative growth of 1.6% is expected this year,
a downward revision of 0.5% from 2008.  Further negative growth is also
expected in Europe and Japan while emerging markets and developing countries
will experience a continued decrease in their growth figures.  According to
the IMF October 2008 report, China’s growth is projected to remain relatively
strong in 2009 with only a small downward adjustment from the expected 9.7% 2008
growth rate.





The total
VLCC fleet increased by 7.6% in 2008 to 501 vessels.  Throughout the year a
total of 38 new vessels were delivered to owners and 82 new orders were
made.  The total order book amounted to 227 vessels at the end of the year,
which represented approximately 45% of the existing fleet.





Throughout
2009, it is estimated that 68 new VLCCs will enter the market including 15 in
the first quarter.  This substantial amount of new tonnage will be
cushioned, to some extent, by the expected phase out program of single hull
vessels.  Additionally, if tanker rates reduce substantially through the
year, it will not only lead to an increased scrapping of single hull vessels as
well as deletions of older vessels, but it may also serve as an incentive for
future conversion projects.  It should be noted that future amendments to
the orderbook such as cancellations and delays are expected.





Operating
results





Year
ended December 31, 2008 compared with the year ended December 31,
2007





Total
Revenues





(in
      thousands of $)
                
                2008
                
                
                2007
                
                
                %
      ChangeCharter
      income
                
                
                10,403
                
                
                
                10,403
                
                
                
                -Interest
      income
                
                
                1,016
                
                
                
                810
                
                
                
                25.4
                %


Charter
income is in line with expectations in accordance with the terms of the Initial
Charter.  The daily rate paid by Chevron is $28,500 per day for the
optional period of the charter.  Interest income increased as a result of
the rising cash balances held.
 23






Expenses





(in
      thousands of $)
                
                2008
                
                
                2007
                
                
                %
      ChangeInterest
      expense
                
                
                (4,850
                )
                
                
                (5,065
                )
                
                
                (4.2
                )%Amortization
      of deferred charges
                
                
                (39
                )
                
                
                (39
                )
                
                
                -





Interest
expense has decreased in line with expectations, with interest expense falling
in line with the principal loan outstanding each year.  The Company
amortizes the deferred charges over the life of the Term Notes.




Year
ended December 31, 2007 compared with the year ended December 31,
2006





Total
Revenues





(in
      thousands of $)
                
                2007
                
                
                2006
                
                
                %
      ChangeCharter
      income
                
                
                10,403
                
                
                
                9,960
                
                
                
                4.4
                %Interest
      income
                
                
                810
                
                
                
                514
                
                
                
                57.6
                %





Charter
income  increased in line with expectations as the fixed charter
period ended in December 2006.  The daily charter rate paid by Chevron
increased from $27,199 per day to $28,500 per day at this time for the optional
period of the charter.  Interest income increased as a result of the
rising cash balances held.





Expenses





(in thousands of $)
                          
                          
                          2007
                          
                          
                          
                          2006
                          
                          
                          
                          %
      ChangeInterest
      expense
                          
                          
                          (5,065
                          )
                          
                          
                          (5,127
                          )
                          
                          
                          (1.2
                          )%Amortization
      of deferred charges
                          
                          
                          (39
                          )
                          
                          
                          (39
                          )
                          
                          
                          -





Interest
expense has decreased in line with expectations, with interest expense falling
in line with the principal loan outstanding each year.  The Company
amortizes the deferred charges over the life of the Term Notes.





Liquidity
and Capital Resources





As of
December 31, 2008, revenues from the Initial Charter were sufficient to pay our
obligations under the Term Notes.  Chevron may elect to terminate the
Initial Charter as of the next specified termination date, December 7,
2010.  If the Initial Charter is terminated by Chevron, the Manager, acting
on our behalf, will attempt to find an acceptable replacement charter for our
Vessel.  If an acceptable replacement charter is commercially unavailable,
the Manager will solicit bids for the sale or re-charter of our Vessel. 
The Manager’s ability to obtain an acceptable replacement charter, to sell our
Vessel or re-charter our Vessel will depend on market rates for new and used
vessels, both of which will depend on the supply of and demand for tanker
capacity for oil transportation, and the advantages or disadvantages of our
Vessel compared with other vessels available at the time.




Off-balance
Sheet Arrangements








The
Company is jointly and severally liable under the Notes with IOM I-B for the
issued amount of $178,800,000.  At December 31, 2008 the amount outstanding
on the Notes was $119,995,000.  In preparing the separate company financial
statements of the Company and IOM I-B, the aggregate amount of the Notes has
been allocated so as to reflect the difference in the contracted cost of the
vessels.






24






Tabular
disclosure of Contractual Obligations





As at
December 31, 2008, we had the following contractual obligations and
commitments:





Payments
      due by period(in
      thousands of $)
                
                Less
      than 1 year
                
                
                1-3
      years
                
                
                3-5
      years
                
                
                More
      than 5 years
                
                
                TotalTerm
      Notes (8.04%)
                
                
                3,080
                
                
                
                6,940
                
                
                
                8,120
                
                
                
                41,225
                
                
                
                59,365Interest
                
                
                4,712
                
                
                
                8,646
                
                
                
                7,461
                
                
                
                12,632
                
                
                
                33,451Total
      contractual obligations
                
                
                7,792
                
                
                
                15,586
                
                
                
                15,581
                
                
                
                53,857
                
                
                
                92,816





Interest
is payable on the Term Notes at a fixed rate of 8.04% until
maturity.





Critical
Accounting Policies





Our
principal accounting policies are described in Note 2 to the financial
statements, which are included in Item 18 “Financial Statements” of this Annual
Report.  The most critical accounting policies include:





Revenue
Recognition




Revenue
is generated from bareboat charter hire and is recorded over the term of the
charter as service is provided.





Vessel,
Depreciation and Impairment




The cost
of our Vessel is depreciated to estimated residual value, on a straight-line
basis, over our Vessel’s remaining economic useful life.  Management
estimates the useful life of our Vessel to be 25 years and this is a common life
expectancy applied in the shipping industry.  If the estimated economic
useful life is incorrect, or circumstances change and the estimated economic
useful life has to be revised, an impairment loss could result in future periods
and/or annual depreciation expense could be increased.  Our Vessel is
reviewed for impairment whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable.  Factors we consider
important that could affect recoverability and trigger impairment include
significant underperformance relative to expected operating results, new
regulations that change the estimated useful economic lives of our Vessel and
significant negative industry or economic trends.  In assessing the
recoverability of our Vessel’s carrying amounts when an indicator of impairment
is present, we must make assumptions regarding estimated future cash
flows.  These assumptions include assumptions about the spot market rates
for vessels, the revenues our Vessel could earn under time charter, voyage
charter or bareboat charter, the operating costs of our Vessel and the estimated
economic useful life of our Vessel.  In making these assumptions, the
Company refers to historical trends and performance as well as any known future
factors.  If our review indicates impairment, an impairment charge is
recognized based on the difference between carrying value and fair value. 
Fair value is typically established using an average of three independent
valuations.





Recently
Issued Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board, or
FASB,  issued Financial Accounting Standard No. 157, Fair Value Measurements,or
FAS 157,and is
effective for fiscal years beginning after November 15, 2007.  This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles and expands disclosures about fair
value measurements.  On February 14, 2008, FASB issued FSP FAS 157-1 Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13, which removes leasing transactions accounted for
under statement 13 and related guidance for the scope of FAS 157.  The
statement establishes a fair value hierarchy that distinguishes between market
participant assumptions developed based on
market data obtained from sources independent of the reported entity and the
reported entities own assumptions about market participant assumptions developed
based on the best information available in the circumstances.  The
Company’s adoption of this statement did not have a material effect on the
financial statements.






25






In
February 2007, the FASB issued Statement of Financial Accounting Standard
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities Including an Amendment of
FASB Statement No. 115, or FAS 159.  FAS 159
allows  entities to choose to measure many financial instruments and
certain other items at fair value, with unrealised gains and losses related to
these financial instruments being reported in earnings at each subsequent
reporting date.  FAS 159 is effective for fiscal years beginning after
November 15, 2007.  The Company’s adoption of this statement did not
have a material effect on the financial statements.





In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162,
The Hierarchy of Generally
Accepted Accounting Principles,orFAS 162.  This
statement identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
in conformity with generally accepted accounting principles in the United
States.  Adoption of this statement is not expected to have a material
effect on the Company’s financial statements.


ITEM
      6.
                  DIRECTORS, SENIOR MANAGEMENT AND
  EMPLOYEES





The
Company does not have any employees involved in the management of its
Vessel.  The following table sets forth the name, age and principal
position with the Company of each of its directors and officers.





Name                                                      Age                      Position with the
Company





Andrew
James
Baker                             49                      Secretary


Kate
Blankenship                                   44                      Director


John
Michael
Killip                                64                      Director


Tor Olav
Trøim                             
         46                      Director





Andrew
James Baker:  Isle of Man resident and has been secretary of the
Company since November 1996.  Mr. Baker is a solicitor with Cains, Isle of
Man who are legal advisers to the Company and as such are entitled to charge for
professional advice and services.  He has been a solicitor with Cains since
March 1994.  Prior to that he was a partner with the law firm Pennington’s
since 1987.





Kate
Blankenship has been a director of the Company since November 1, 1998. 
Mrs. Blankenship has been a director of the Manager since March 2000.  Mrs.
Blankenship served as the Chief Accounting Officer and Secretary of Frontline
between 1994 and October 2005.  Mrs. Blankenship also serves as director of
ITCL, Golar LNG Limited, Ship Finance International Limited, Seadrill Limited
and Golden Ocean Group Limited.  She is a member of the Institute of
Chartered Accountants in England and Wales.





John
Michael Killip has been a non-executive Isle of Man resident director of the
Company since February 13, 2001.  Mr. Killip is a manager with Equity
Limited, the corporate service provider owned by Cains Advocates Limited, Isle
of Man, who are legal advisers to the Company and as such are entitled to charge
for professional advice and services.  He has been in a managerial capacity
with Cains Advocates Limited/Equity Limited for over 18 years.





Tor Olav
Trøim has been a director of the Company since November 1, 1998.  Mr. Trøim
graduated as M.Sc Naval Architect from the University of Trondheim, Norway in
1985.  His careers include Portfolio Manager Equity in Storebrand ASA
(1987-1990), and Chief Executive Officer for the Norwegian Oil Company DNO AS
(1992-1995).  Since 1995 Mr. Trøim has been a director of Seatankers
Management in Cyprus.  Mr. Trøim serves as a director of ITCL, Seadrill
Limited, Golden Ocean Group Limited, Golar LNG Limited, Aktiv Kapital ASA,
Marine Harvest Group and as an alternate director of Frontline Ltd.






26






B.  Compensation





During
the year ended December 31, 2008, we made no compensation payments to our
directors and officers.





C.  Board
Practices





In
accordance with the by-laws of the Company the number of directors shall be such
number not less than two as the Company by Ordinary Resolution may from time to
time determine and each director shall hold office until the next annual general
meeting following his election or until his successor is elected.





The
officers of the Company are elected by the board of directors and shall hold
office for such period and on such terms as the board of directors may
determine.





There are
no service contracts between the Company and any of its directors providing for
benefits upon termination of their employment or service.





D.  Employees





We do not
have any employees involved in the management of our Vessel.





Frontline
is our Manager as described below in Item 7 “Major Shareholder and Related Party
Transactions –  Related Party Transactions.”





E.  Share
Ownership





The
directors of the Company have no share ownership in the Company and do not have
any arrangement that involves the issue or grant of securities of the
Company.





ITEM
      7.
                  MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS


A.  Major
Shareholders





As of
April 22, 2009, except as set forth below, the Company is not aware of any
beneficial owner of more than 5% of  its  Common
Stock.





Class
of                                   Name
and address
of                                         Number
of      
                   Percent


Shares                                     Beneficial
Owners                                               Shares                                of Class





Common
Shares                    Golden
State Holding I, Limited1                        2                                      
 100%







1
            The
      issued and outstanding shares of the Company are owned by Golden State
      Holdings I, Limited.  All of the issued and outstanding shares
      of Golden State Holdings I, Limited are owned by Independent Tankers
      Corporation.  All of the issued and outstanding shares of
      Independent Tankers Corporation are owned by Independent Tankers
      Corporation Limited, which is 82.47% owned by
  Frontline.








All of
the Company’s issued and outstanding common shares have been pledged to the
Indenture Trustee.


The
Company is not aware of any arrangements, the operation of which may at a
subsequent date result in a change in control of the Company.





B.  Related
Party Transactions





As
discussed in Item 4. “Information on the Company”, Frontline, the ultimate
parent, is our Manager.






27




Under the
terms of the Management Agreement between the Company and Frontline, Frontline
provides administrative, management and advisory services to the Company at an
annual fee of $50,000, payable semi-annually.  All cost of administering
the Company are payable by Frontline from the Management Fee.  The
Management Agreement is effective until termination by either party upon 30 days
prior written notice.  Management fee expenses and management fee payable
for each of the years ended December 31, 2008, 2007 and 2006 were as
follows:





(in
      thousands of $)
                
                2008
                
                
                2007
                
                
                2006Management
      fee expenses
                
                
                50
                
                
                
                50
                
                
                
                50Management
      fee payable
                
                
                21
                
                
                
                21
                
                
                
                21





C.  Interests
of Experts and Counsel





Not
applicable.




ITEM
      8.
                  FINANCIAL INFORMATION


A.  Consolidated
Statements and Other Financial Information





See Item
18 “Financial Statements” below.





Legal
Proceedings





To the
best of the Company’s knowledge, there are no legal or arbitration proceedings
existing or pending which have had or may have, significant effects on the
Company’s financial position or profitability and no such proceedings are
pending or known to be contemplated by governmental authorities.





Dividend
Policy





The
Company does not pay dividends.





B.  Significant
Changes





None.




ITEM
      9.
                  THE OFFER AND LISTING


Not
applicable.





ITEM
      10.
                    ADDITIONAL
INFORMATION


A.  Share
Capital





Not
applicable.





B.  Memorandum
and Articles of Association





The
Company is No. 081717c in the Isle of Man register.





All
shares issued are unclassified; there is no authorization in force to issue
other classes of shares.  Consequently all shares have equal entitlement to
voting rights, dividends, profit shares and other rights and duties.  There
are no provisions for changes to the rights of stockholders contained in the
articles, except that by resolution of the directors the authorized capital may
be increased and that the Company may divide or combine shares within the same
class.


Directors
may be interested in Company transactions but such interest should be disclosed
to the other directors prior to agreement by the board as appropriate.  The
directors have discretionary powers to borrow on behalf of the Company subject
to the limits as set out in the Memorandum of Association.  There are no
stated age limits for directors and directors need not be stockholders. 
They do not retire by rotation.


28







Company
meetings may be convened by the directors or held on request of members holding
50% of the voting shares.  Members, their properly appointed proxies and
corporate members’ representatives are entitled to attend.





There are
no limits to ownership of Company securities or to the exercise of voting
rights.  Disclosure of ownership is governed by Isle of Man law and any
laws operative in the jurisdictions pertaining to the owners of the
securities.  The directors of the Company may, without giving a reason,
decline to register a transfer of shares.





C.  Material
Contracts





The
Company has no material contracts apart from those pertaining to its normal
business.





D.  Exchange
Controls





The
Company was incorporated in the Isle of Man on November 4, 1994.  Interests
in the Registered Securities may be freely transferred among non-residents of
the Isle of Man under Isle of Man Law.  There are no Exchange Control
regulations in the Isle of Man.





There are
no restrictions upon the payment of foreign currency dividends interest or other
payments in respect of the Registered Securities.





None of
the Company’s Articles of Association, Memorandum of Association or any other
document, nor any Isle of Man law or, to the knowledge of the Company, any
foreign law, imposes limitations on the right of non-residents or foreign owners
to hold the Company’s shares.





E.  Taxation





Isle
of Man





Under the
Income Tax (Exempt Companies) Act, the Company is exempt from any Isle of Man
income tax, or any other tax on income of distributions accruing to or derived
for the Company, or in connection with any transactions with the Company, or any
shareholders.





No
estate, inheritance, succession, or gift tax, rate, duty, levy or other charge
is payable in the Isle of Man with respect to any shares, debt obligations or
other securities of the Company.





There is
no reciprocal tax treaty between the Isle of Man and the United
States.





F.  Dividends
and Paying Agents





Not
applicable.





G.  Statement
by Experts





Not
applicable.





H.  Documents
on Display





We are
subject to the informational requirements of the Securities Exchange Act of
1934, as amended.  In accordance with these requirements, we file reports
and other information with the Commission.  These materials, including this
annual report and the accompanying exhibits may be inspected and copied at the
public reference facilities maintained
by the Commission at 100 F Street, NE, Room 1580, Washington D.C. 20549. 
You may obtain information on the operation of the public reference room by
calling 1 (800) SEC-0330, and you may obtain copies at prescribed rates
from the Public Reference Section of the Commission at its principal office in
Washington, D.C. 20549.  The Commission maintains a website
(http://www.sec.gov.) that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission.  In addition, documents referred to in this annual report may
be inspected at the office of the Manager at Par-la-Ville Place 4th Floor,
14 Par-la-Ville Road, Hamilton, Bermuda and at 15-19 Athol Street, Douglas, Isle
of Man.






29






I.  Subsidiary
Information





Not
applicable.





ITEM
      11.
                  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK


(a)
                    Quantitative information about
      market
risk




Quantitative
information about market risk instruments at December 31, 2008 is as
follows:




i)      Serial Note




The last
principal repayment and final interest payment were paid on February 1,
2006.




ii)      Term Notes




The Term
Notes bear interest at a rate of 8.04% per annum, payable on February 1 and
August 1 of each year.  The Term Notes are subject to redemption through
the operation of a mandatory sinking fund on each payment date that commenced
August 1, 2007 and continues up to and including August 1, 2018, according to
the schedule of sinking fund redemption payments set forth below.  The
sinking fund redemption price is 100% of the principal amount of Term Notes
being redeemed, together with accrued and unpaid interest to the date fixed for
redemption.  The Term Notes will mature, and the final payment of principal
and interest on the Term Notes will be due, on February 1, 2019.





The
following table provides the scheduled sinking fund redemption amounts and final
principal payment on the Term Notes.




Scheduled
      Payment Date
                      AmountFebruary
      1, 2009
                      1,510,000August
      1, 2009
                      1,570,000February
      1, 2010
                      1,635,000August
      1, 2010
                      1,700,000February
      1, 2011
                      1,765,000August
      1, 2011
                      1,840,000February
      1, 2012
                      1,910,000August
      1, 2012
                      1,990,000February
      1, 2013
                      2,070,000August
      1, 2013
                      2,150,000February
      1, 2014
                      2,240,000August
      1, 2014
                      2,330,000February
      1, 2015
                      2,420,000August
      1, 2015
                      2,520,000February
      1, 2016
                      2,620,000August
      1, 2016
                      2,725,000February
      1, 2017
                      2,835,000August
      1, 2017
                      2,950,000February
      1, 2018
                      3,070,000August
      1, 2018
                      3,190,000February
      1, 2019
                      14,325,00059,365,000


30







(b)
                  Qualitative information about
      market risk
  We were organized solely
for the purpose of acquiring and chartering our Vessel,which is
currently on a bareboat charter until 2015 subject to certain termination
options.  We have no sources for the payment of the principal of, and the
interest on, the Notes except for the restricted cash accounts held by the
Trustee.  Accordingly, our ability to pay debt service on the Notes is
wholly dependent upon our financial condition, results of operation and cash
flows from our Vessel’s operation.  As such, we believe that we are not
exposed to any material market risk.





ITEM
      12.
                  DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES




Not
applicable.




31




PART
II





ITEM
      13.
              DEFAULTS,
      DIVIDEND ARREARAGES AND
DELINQUENCIES


None.






ITEM
      14.
            MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS








None.





ITEM
      15T.
                CONTROLS
      AND PROCEDURES


a)
                Disclosure
      controls and procedures




Management
assessed the effectiveness of the design and operation of the Company’s
disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange Act of 1934, as of the end of the period covered by this annual report
as of December 31, 2008.  Based upon that evaluation, the principal
executive officer and principal financial officer concluded that the Company’s
disclosure controls and procedures are effective as of the evaluation
date.




b)
                Management’s
      annual report on internal controls over financial
  reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) promulgated under
the Securities Exchange Act of 1934.




Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the Company’s principal executive and principal
financial officers and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:




●
            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 our receipts and expenditures are being
      made only in accordance with authorizations of Company’s management and
      directors; and




●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree or compliance
with the policies or procedures may deteriorate.




Management
conducted the evaluation of the effectiveness of the internal controls over
financial reporting using the control criteria framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or COSO, published in
its report entitled Internal Control-Integrated Framework.




Our
management with the participation of our principal executive officer and
principal financial officer assessed the effectiveness of the design and
operation of the Company’s internal controls over financial reporting pursuant
to Rule 13a-15 of the Securities Exchange Act of 1934, as of December 31,
2008.  Based upon that evaluation, the principal executive officer and
principal financial officer concluded that the Company’s internal controls over
financial reporting are effective as of December 31, 2008.


32


This
annual report does not include an attestation report of the Company’s current
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s current registered public accounting firm pursuant to temporary rules
of the SEC that permit the Company to provide only management’s report in this
annual report.




c)
              Changes
      in internal controls over financial
reporting


There were
no changes in our internal controls over financial reporting that occurred
during the period covered by this annual report that have materially effected or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.






ITEM
      16.
                RESERVED
 ITEM
      16A.
                AUDIT
      COMMITTEE FINANCIAL EXPERT


Our
equity is neither listed nor publicly traded.  The equity is held by one
beneficial holder.  Our obligations toward our bondholders are set out in
detail in covenants contained in the Indenture for their Notes. 
Accordingly our board of directors has determined that the role played by an
audit committee would have no applicability to us and we do not have any audit
committee.  The functions of the audit committee are performed by the full
board of directors.





ITEM
      16B.
                CODE
      OF ETHICS


Our
equity is neither listed nor publicly traded.  The equity is held by one
beneficial holder.  Our obligations toward our bondholders are set out in
detail in covenants contained in the Indenture for their Notes. 
Accordingly our board of directors has determined that the role played by a code
of ethics would have no applicability to us and we have not adopted a code of
ethics.





ITEM
      16C.
                CONTROLS
      AND PROCEDURES


Our
principal accountant for 2008 was PricewaterhouseCoopers AS and for 2007 and
2006 was Grant Thornton LLP.  The following table sets forth for the two
most recent fiscal years the fees paid or accrued for audit and services
provided by PricewaterhouseCoopers AS and Grant Thornton LLP.  Fees in the
2008 column relate to services provided by PricewaterhouseCoopers AS and fees in
the 2007 column relate to services provided by Grant Thornton LLP.





(in
      thousands of $)
                
                2008
                
                
                2007Audit
      fees (a)
                
                
                25
                
                
                
                12Audit
      related fees (b)
                
                
                -
                
                
                
                -Tax
      fees (c)
                
                
                -
                
                
                
                -All
      other fees (d)
                
                
                -
                
                
                
                -Total
                
                
                25
                
                
                
                12





a)
            Audit
      Fees


Audit
fees represent professional services rendered for the audit of the Company’s
annual financial statements and services provided by the principal accountant in
connection with statutory and regulatory filings or engagements.


b)
              Audit
      Related Fees
 Audit-related
fees consisted of assurance and related services rendered by the principal
accountant related to the performance of the audit or review of the Company’s
financial statements which have not been reported under Audit Fees
above.




33







c)
            Tax
      Fees


Tax fees
represent fees for professional services rendered by the principal accountant
for tax compliance, tax advice and tax planning.





d)
            All
      Other Fees


All other
fees include services other than audit fees, audit-related fees and tax fees set
forth above.





The
Company’s board of directors has assigned responsibility for the engagement of
the auditors to the Manager.






ITEM
      16D.
              EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES
 
 Please
refer to Item 16A above.






ITEM
      16E.
            PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS








None.






ITEM
      16F.
              CHANGE
      IN REGISTRANT’S CERTIFYING
ACCOUNTANT


On August
13 2008, the Company engaged PricewaterhouseCoopers AS
(“PricewaterhouseCoopers”) as the Company’s independent registered public
accounting firm for the year ending December 31, 2008.  The Company did not
renew the engagement of Grant Thornton LLP (“Grant Thornton”), the Company’s
independent registered public accounting firm for the year ending December 31,
2007.  The Company engaged PricewaterhouseCoopers in order to realize
economies and efficiencies, since PricewaterhouseCoopers acts as the independent
registered public accounting firm for Frontline Ltd., the ultimate parent of the
Company, and other companies connected with the Company.





The
reports of Grant Thornton on the financial statements of the Company as of
December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.





In
connection with the audits of the Company’s financial statements for each of the
two fiscal years ended December 31, 2007 and 2006, and through the period ended
August 13, 2008, there were no disagreements with Grant Thornton on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of
Grant Thornton, would have caused Grant Thornton to make reference to the matter
of such disagreements in their reports.





The
Company has provided Grant Thornton with a copy of this report.





The
Company engaged PricewaterhouseCoopers as its new independent registered public
accounting firm as of August 13, 2008.  During the Company’s two most
recent fiscal years neither the Company nor anyone on its behalf has consulted
with PricewaterhouseCoopers regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company’s financial statements,
and neither a written report was provided to the Company nor oral advice was
provided by PricewaterhouseCoopers that was an important factor considered by
the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a disagreement,
as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.


ITEM
      16G.
              CORPORATE
      GOVERNANCE





Not
applicable.




34







PART
III





ITEM
      17.
                FINANCIAL STATEMENTS




Not
applicable.


ITEM
      18.
                  FINANCIAL STATEMENTS


The
following financial statements listed below and set forth on pages F-1 through
F-13 together with the reports of PricewaterhouseCoopers AS and Grant Thornton
LLP thereon, are filed as part of this annual report:




PageReport
      of Independent Registered Public Accounting Firm – PricewaterhouseCoopers
      AS
                              F-1Report
      of Independent Registered Public Accounting Firm – Grant Thornton
      LLP
                              F-2Statements
      of Operations and Retained Earnings for the years ended December 31, 2008,
      2007 and 2006
                              F-3Balance
      Sheets at December 31, 2008 and 2007
                              F-4Statements
      of Cash Flows for the years ended December 31, 2008, 2007 and
      2006
                              F-5Notes
      to Financial Statements
                              F-6


35






ITEM
19.                  EXHIBITS





1.1*
            Memorandum
      and Articles of Association of Golden State Petro (IOM I-A) PLC,
      incorporated by reference to Exhibit 3.3 in the Registration Statement of
      Golden State Petroleum Transport Corp. and Golden State Petro (IOM
      I-A) PLC and Golden State Petro (IOM I-B) PLC filed April 30, 1997 on Form
      S-4 and Form F-4, Registration No.
333-26227.





2.1*
            Indenture,
      dated as of December 1, 1996, among Golden State Petroleum, the Owners and
      the Indenture Trustee, in respect of the 8.04% First Preferred Mortgage
      Notes due 2019, incorporated by reference to Exhibit 4.1 in the
      Registration Statement of Golden State Petroleum Transport Corp. and
      Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC
      filed April 30, 1997 on Form S-4 and Form F-4, Registration
      No. 333-26227.





2.2*
            Supplement
      No. 1, dated as of January 31, 1999 to the indenture, dated as of December
      1, 1996, among Golden State Petroleum Transport Corporation and Golden
      State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC and
      United States Trust Company of New York, as indenture trustee,
      incorporated by reference to Exhibit 1 in the Annual Report of Golden
      State Petro (IOM I-A) PLC on Form 20-F for the fiscal year ended December
      31, 1999.





2.3*
            Issue
      of One Debenture, dated as of December 1, 1997, between Golden State Petro
      (IOM I-A) PLC and the Indenture Trustee, incorporated by reference to
      Exhibit 4.3 in the Registration Statement of Golden State Petroleum
      Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden State
      Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4,
      Registration No. 333-26227.





2.4*
            Assignment
      of Charter, dated as of December 1, 1996, between Golden State Petro
      (IOM I-A) PLC and the Indenture Trustee, incorporated by reference to
      Exhibit 4.5 in the Registration Statement of Golden State Petroleum
      Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden State
      Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4,
      Registration No. 333-26227.





2.5*
            Assignment
      of Shipbuilding Contract and Agreement on Contract for Technical Matters,
      dated as of December 1, 1996, among Golden State Petro (IOM I-B) PLC and
      the Indenture Trustee, incorporated by reference to Exhibit 4.7 in the
      Registration Statement of Golden State Petroleum Transport Corp. and
      Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC
      filed April 30, 1997 on Form S-4 and Form F-4, Registration No.
      333-26227.





2.6*
            Assignment
      of Building Contract Guarantee, dated as of December 1, 1996, between
      Golden State Petro (IOM I-A) PLC and the Initial Charterer, incorporated
      by reference to Exhibit 4.9 in the Registration Statement of Golden State
      Petroleum Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden
      State Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4,
      Registration No. 333-26227.





2.7*
            Guarantee,
      made as of December 24, 1996, from Chevron to Golden State Petro (IOM I-A)
      PLC, incorporated by reference to Exhibit 4.11 in the Registration
      Statement of Golden State Petroleum Transport Corp. and Golden State Petro
      (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC filed April 30, 1997 on
      Form S-4 and Form F-4, Registration No.
  333-26227.





2.8*
            Assignment
      of Management Agreement, dated as of December 1, 1996, between Golden
      State Petro (IOM I-A) PLC and the Indenture Trustee, incorporated by
      reference to Exhibit 4.13 in the Registration Statement of Golden State
      Petroleum Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden
      State Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4,
      Registration No. 333-26227.





2.9*
            Building
      Contract Guarantee, dated as of December 26, 1996, from the Korean
      Development Bank to Golden State Petro (IOM I-A) PLC, incorporated by
      reference to Exhibit 4.16 in the Registration Statement of Golden State
      Petroleum Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden
      State Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4,
      Registration No. 333-26227.






36







4.1*
              Shipbuilding
      Contract, made as of December 24, 1996, among Golden State Petro
      (IOM I-A) PLC and the Builders, incorporated by reference to Exhibit
      10.3 in the Registration Statement of Golden State Petroleum Transport
      Corp. and Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM
      I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4, Registration No.
      333-26227.  4.2*
              Promissory
      Note from Golden State Petro (IOM I-A) PLC to Samsung Heavy Industries Co.
      Ltd., incorporated by reference to Exhibit 10.3 in the Registration
      Statement of Golden State Petroleum Transport Corp. and Golden State Petro
      (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC filed April 30, 1997 on
      Form S-4 and Form F-4, Registration
  No. 333-26227.





4.3*
            Agreement
      on Contract for Technical Matters, made as of December 24, 1996, among
      Golden State Petro (IOM I-A) PLC, Samsung Heavy Industries Co., Ltd. and
      Chevron Shipping Company, as agent for the Initial Charterer, incorporated
      by reference to Exhibit 10.3 in the Registration Statement of Golden State
      Petroleum Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden
      State Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4,
      Registration No. 333-26227.





4.4*
            Bareboat
      Charter, made as of December 24, 1996, between Golden State Petro (IOM
      I-A) PLC and the Initial Charterer, incorporated by reference to Exhibit
      10.8 in the Registration Statement of Golden State Petroleum Transport
      Corp. and Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM
      I-B) PLC filed April 30, 1997 on Form S-4 and Form F-4, Registration No.
      333-26227.





4.5*
            Management
      Agreement, dated as of December 1, 1996, between Golden State Petro
      (IOM I-A) PLC and Cambridge Fund Management LLC, incorporated by
      reference to Exhibit 10.10 in the Registration Statement of Golden State
      Petroleum Transport Corp. and Golden State Petro (IOM I-A) PLC and
      Golden State Petro (IOM I-B) PLC filed April 30, 1997 on Form S-4 and
      Form F-4, Registration No.
333-26227.





12.1
            Certification
      of the Principal Executive Officer pursuant to Rule 13A-14(a) and Rule
      15d-14(a) of the Securities Act, as
amended.





12.2
            Certification
      of the Principal Financial Officer pursuant to Rule 13A-14(a) and Rule
      15d-14(a) of the Securities Act, as
amended.





13.1
            Certifications
      of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





13.2
            Certifications
      of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





*
Incorporated by reference to the filing indicated.






37






Report
of Registered Public Accounting Firm






To
the Board of Directors and Shareholder


Golden
State Petro (IOM I-A) PLC






We have
audited the accompanying balance sheet of Golden State Petro (IOM I-A) PLC (the
“Company”) as of December 31, 2008 and the related statements of operations
and retained earnings, and cash flows for the year ended December 31,
2008.  These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of the Company as
of December 31, 2007 and for the two years then ended were audited by other
auditors whose report dated June 20, 2008 expressed an unqualified opinion on
those statements.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Golden State Petro (IOM I-A) PLC as
of December 31, 2008 and the results of its operations and cash flows for
the year ended December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.







/s/
PricewaterhouseCoopers AS






PricewaterhouseCoopers
AS


Oslo,
Norway


April 22,
2009






F-1





Report
of Independent Registered Public Accounting Firm








To the
Board of Directors


Golden
State Petro (IOM I-A) PLC








We have
audited the accompanying balance sheet of Golden State Petro (IOM I-A) PLC (a
company incorporated in the Isle of Man), a wholly-owned subsidiary of Golden
State Holdings I, Limited, as of December 31, 2007 and the related statements of
operations and retained earnings, and cash flows for the years ended
December 31, 2007 and 2006.  These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform an audit of its internal
control over financial reporting.  Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we express no such opinion. 
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Golden State Petro (IOM-A) PLC at
December 31, 2007 and the results of its operations and its cash flows for 
the years ended December 31, 2007 and 2006, in conformity with accounting
principles generally accepted in the United States of America.








/s/ Grant
Thornton LLP








Grant
Thornton LLP


New York,
New York


June 20,
2008








F-2






Golden
State Petro (IOM I-A) PLC


Statement
of Operations and Retained Earnings for the years ended December 31, 2008, 2007
and 2006


(in
thousands of $)





2008
                
                
                2007
                
                
                2006Operating
      revenuesCharter
      revenues
                
                
                10,403
                
                
                
                10,403
                
                
                
                9,960Total
      operating revenues
                
                
                10,403
                
                
                
                10,403
                
                
                
                9,960Operating
      expensesAdministrative
      expenses
                
                
                56
                
                
                
                56
                
                
                
                56Depreciation
                
                
                3,191
                
                
                
                3,191
                
                
                
                3,191Total
      operating expenses
                
                
                3,247
                
                
                
                3,247
                
                
                
                3,247Net
      operating income
                
                
                7,156
                
                
                
                7,156
                
                
                
                6,713Other
      income  (expenses)Interest
      income
                
                
                1,016
                
                
                
                810
                
                
                
                514Interest
      expense
                
                
                (4,850
                )
                
                
                (5,065
                )
                
                
                (5,127
                )Amortization
      of deferred charges
                
                
                (39
                )
                
                
                (39
                )
                
                
                (39
                )Net
      other expenses
                
                
                (3,873
                )
                
                
                (4,294
                )
                
                
                (4,652
                )Net
      income
                
                
                3,283
                
                
                
                2,862
                
                
                
                2,061Retained
      earnings at the start of year
                
                
                9,354
                
                
                
                6,492
                
                
                
                4,431Retained
      earnings at the end of year
                
                
                12,637
                
                
                
                9,354
                
                
                
                6,492




See
accompanying notes that are an integral part of these financial
statements.







F-3






Golden
State Petro (IOM I-A) PLC


Balance
Sheet as of December 31, 2008 and 2007


(in
thousands of $)





2008
                                                                                                                                                                            
                                                                                                                                                                            2007ASSETSCurrent
      assetsRestricted
      cash
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            19,735
                                                                                                                                                                            
                                                                                                                                                                            16,157Total
      current assets
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            19,735
                                                                                                                                                                            
                                                                                                                                                                            16,157Vessel,
      net
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            53,894
                                                                                                                                                                            
                                                                                                                                                                            57,085Deferred
      charges
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            393
                                                                                                                                                                            
                                                                                                                                                                            432Total
      assets
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            74,022
                                                                                                                                                                            
                                                                                                                                                                            73,674LIABILITIES
      AND STOCKHOLDER'S EQUITYCurrent
      liabilitiesCurrent
      portion of long-term debt
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            3,080
                                                                                                                                                                            
                                                                                                                                                                            2,845Accrued
      expenses
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2,020
                                                                                                                                                                            
                                                                                                                                                                            2,110Total
      current liabilities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5,100
                                                                                                                                                                            
                                                                                                                                                                            4,955Long-term
      debt
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            56,285
                                                                                                                                                                            
                                                                                                                                                                            59,365Total
      liabilities
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            61,385
                                                                                                                                                                            
                                                                                                                                                                            64,320Stockholder’s
      equityCommon
      stock: 2 shares of no par value
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            -Retained
      earnings
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            12,637
                                                                                                                                                                            
                                                                                                                                                                            9,354Total
      stockholder’s equity
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            12,637
                                                                                                                                                                            
                                                                                                                                                                            9,354Total
      liabilities and stockholder’s equity
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            74,022
                                                                                                                                                                            
                                                                                                                                                                            73,674




See
accompanying notes that are an integral part of these financial
statements.






F-4






Golden
State Petro (IOM I-A) PLC


Statement
of Cash Flows for the years ended December 31, 2008, 2007 and 2006


(in
thousands of $)





2008
                
                
                2007
                
                
                2006Net
      income
                
                
                3,283
                
                
                
                2,862
                
                
                
                2,061Adjustments
      to reconcile net income to net cash
                  provided
      by operating activities:Depreciation
                
                
                3,191
                
                
                
                3,191
                
                
                
                3,191Amortization
      of deferred charges
                
                
                39
                
                
                
                39
                
                
                
                39Changes
      in operating assets and liabilities:Accrued
      expenses
                
                
                (90
                )
                
                
                (906
                )
                
                
                778Net
      cash provided by operating activities
                
                
                6,423
                
                
                
                5,186
                
                
                
                6,069Investing
      activitiesPlacement
      of restricted cash
                
                
                (3,578
                )
                
                
                (3,846
                )
                
                
                (2,969
                )Net
      cash used in investing activities
                
                
                (3,578
                )
                
                
                (3,846
                )
                
                
                (2,969
                )Financing
      activitiesRepayments
      of debt
                
                
                (2,845
                )
                
                
                (1,340
                )
                
                
                (3,100
                )Net
      cash used in financing activities
                
                
                (2,845
                )
                
                
                (1,340
                )
                
                
                (3,100
                )Net
      increase / (decrease) in cash and cash equivalents
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      and cash equivalents at beginning of year
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      and cash equivalents at end of year
                
                
                -
                
                
                
                -
                
                
                
                -Supplemental
      disclosure of cash flow information:Interest
      paid
                
                
                4,946
                
                
                
                5,109
                
                
                
                5,216




See
accompanying notes that are an integral part of these financial
statements.







F-5
 
 Golden
State Petro (IOM I-A) PLC
 Notes
to the Financial Statements


1.
                DESCRIPTION
      OF BUSINESS


Golden
State Petro (IOM I-A) PLC (the “Company”) was incorporated in the Isle of Man on
November 4, 1996 along with Golden State Petro (IOM I-B) PLC (“IOM I-B”). 
These entities (each an “Owner” and together the “Owners”) were formed for the
purpose of each acquiring and chartering a very large crude oil carrier
(“VLCC”).





The
Company, IOM I-B, and Golden State Petroleum Transport Corporation (“GSPTC”), a
Delaware corporation, are wholly-owned subsidiaries of Golden State Holdings I,
Limited, an Isle of Man holding company.  Golden State Holdings I, Limited
is wholly-owned by Independent Tankers Corporation, a Cayman Islands company
(“ITC”), which itself is wholly owned by Independent Tankers Corporation
Limited, a Bermuda company (“ITCL”), which is 82.47% owned by Frontline Ltd
(“Frontline”), a publicly listed Bermuda company.





GSPTC
acting as an agent for the Owners, issued 8.04% First Preferred Mortgage Term
Notes for $127,100,000 (the “Term Notes”) and Serial First Preferred Mortgage
Notes for $51,700,000 (the “Serial Notes”) (together the “Notes”) as an agent
for the Owners.  The principal amount of the Term Notes and the Serial
Notes allocated to the Company was $63,550,000 and $24,900,000
respectively.  The proceeds allocated to the Company have been used to fund
the construction of a VLCC.  The Antares Voyager (the
“Vessel”), was delivered to the Company on December 7, 1998 and was concurrently
chartered to Chevron Transport Corporation (“Chevron”) pursuant to an initial
charter (the “Initial Charter”) for a term of eighteen years.  Chevron had
options to terminate the Initial Charter on December 7, 2006 and December 7,
2008 and has termination options on each of the three subsequent two-year
anniversaries thereof.  Chevron has not exercised the first or second
termination options.  Notice for the next termination of the Initial
Charter must be given by Chevron on or before March 7, 2010.  As of April
22, 2009 such notice had not been received.  Chevron’s obligations under
the Initial Charter are guaranteed by Chevron Corporation.






2.
                ACCOUNTING
      POLICIES


Basis
of Presentation




The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP).  The preparation
of financial statements in accordance with generally accepted accounting
principles requires that management make estimates and assumptions affecting the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from those estimates.





Restricted
Cash




Restricted
cash consists of deposits which must be maintained in accordance with
contractual arrangements and which may only be used to pay principal and
interest on the Company’s debt and management fees.





Vessel




The cost
of the Vessel, including capitalized costs and interest, less estimated residual
value is being depreciated on a straight line basis over the Vessel’s remaining
life.  The estimated economic useful life of the Vessel is 25
years.





Impairment
of Long-lived Assets




The
carrying value of long-lived assets that are held and used by the Company are
reviewed whenever events or changes in circumstances indicate that the carrying
amount of an asset may no longer be appropriate.  We assess recoverability
of the carrying value of the asset by estimating the future net cash flows
expected to result from the asset, including eventual disposition.  If the
future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset’s carrying
value and fair value.  In addition, long-lived assets to be disposed of are
reported at the lower of carrying amount and fair value less estimated costs to
sell.





F-6
 
 Golden State
Petro (IOM I-A) PLC
 Notes
to the Financial Statements


Deferred
Charges


Loan
costs, including debt arrangement fees, are capitalized and amortized over the
weighted average life of the Serial and Term Notes respectively, using the
straight line interest method in the Company’s statements of operations. 
This is not materially different to the effective interest method.  If a
loan is repaid early, any unamortized portion of the related deferred charges is
charged against income in the period in which the loan is repaid.





Allocation
of Mortgage Notes


The
Company is jointly and severally liable under the Notes with IOM I-B for the
issued amount of $178,800,000.  At December 31, 2008 the amount outstanding
on the Notes was $119,995,000.  In preparing the separate company financial
statements of the Company and IOM I-B, the aggregate amount of the Notes has
been allocated so as to reflect the difference in the contracted cost of the
vessels.





Revenue
and expense recognition


Revenues
and expenses are recognized on the accrual basis.  Revenue is substantially
generated from bareboat charter hires and is recorded over the term of the
charter as service is provided.  Interest payable on the Term Notes is
accrued on a daily basis.





Financial
Instruments


In
determining the fair value of its financial instruments, the Company uses a
variety of methods and assumptions that are based on market conditions and risks
existing at each balance sheet date.  For the majority of financial
instruments, including long-term debt, standard market conventions and
techniques are used to determine fair value.  All methods of assessing fair
value result in a general approximation of value, and such value may never
actually be realized.


3.
                RECENTLY
      ISSUED ACCOUNTING
PRONOUNCEMENTS


In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Financial Accounting Standard No. 157, Fair Value Measurements,(“FAS 157”),and is effective for
fiscal years beginning after November 15, 2007.This statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements.  On February 14, 2008 FASB issued FSP FAS 157-1 Application of FASB Statement No.
157 to FSAB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13, which removes leasing transactions accounted for
under statement 13 and related guidance for the scope of statement 157. 
The statement establishes a fair value hierarchy that distinguishes between
market participant assumptions developed based on market data obtained from
sources independent of the reported entity and the reported entities own
assumptions about market participant assumptions developed based on the best
information available in the circumstances.  The Company’s adoption of this
statement did not have a material effect on the financial
statements.





In
February 2007, the FASB issued Statement of Financial Accounting Standard
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities Including an Amendment of
FASB Statement No. 115 (“FAS 159”).  FAS 159
allows  entities to choose to measure many financial instruments and
certain other items at fair value, with unrealised gains and losses related to
these financial instruments being reported in earnings at each subsequent
reporting date.  FAS 159 is effective for fiscal years beginning after
November 15, 2007.  The Company’s adoption of this statement did not
have a material effect on the financial statements.





In May
2008, the FASB issued Statement of Financial Accounting Standard No. 162,
The Hierarchy of Generally
Accepted Accounting Principles,(“FAS 162”).  This Statement
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements in
conformity with generally accepted accounting principles in the United
States.  Adoption of this statement is not expected to have a material
effect on the Company’s consolidated financial statements.






F-7
 
 Golden State
Petro (IOM I-A) PLC
 Notes
to the Financial Statements


4.
                TAXATION


The
Company is exempt from United States Federal, state and local income taxes on
its international shipping income and has been granted exemptions from the
statutory 10% tax on profits required to be assessed against Isle of Man
companies.  The Company
expects all of its income to remain exempt from United States Federal, state and
local income taxes.  Accordingly, no provision for taxes has been made in
these financial statements.


5.
                RESTRICTED
      CASH


Restricted
cash consists of restricted investments accounts (the “Accounts”) that were
established in the name and under the control of the United States Trust Company
as the Indenture Trustee (the “Trustee”).  The proceeds of the Notes issued
on behalf of the Company were deposited into one of the Accounts (the
“Pre-Funding Account”) in the form of a guaranteed investment contract. 
The funds in the Pre-Funding were only to be used to fund the installment
construction payments, principal and interest due on the Notes and management
fees prior to the delivery of the Vessel.  Charterhire payments are being
deposited into a separate account (the “Revenue Account”) in the form of a
guaranteed investment contract.  The funds in the Revenue Account can be
used only to fund the principal and interest due on the Notes and management
fees subsequent to the delivery of the Vessel.


6.
                LEASES


As of
December 31, 2008, the Company leased its vessel on a bareboat charter to
Chevron for a term of eighteen years.  Chevron had an option to terminate
the Initial Charter on December 7, 2008 and has termination options on each of
the three subsequent two-year anniversaries thereof.  The next termination
option is December 7, 2010.  For each of the remaining optional termination
dates Chevron must give the Company (i) non-binding notice of its intent to
exercise the option nine months prior to the optional termination date and (ii)
irrevocable notice of such exercise six months prior to the optional termination
date.  As of April 22, 2009, no such notice had been given by
Chevron.






F-8
 
 Golden State
Petro (IOM I-A) PLC
 Notes
to the Financial Statements


The
minimum future revenues to be received on the bareboat charter, which has been
accounted for as an operating lease as of December 31, 2008 are as
follows:


Year
      ending December 31,(in
      thousands of $)2009
                
                
                10,4032010
                
                
                9,7472011
                
                
                -2012
                
                
                -2013
      and later
                
                
                -Total
      minimum lease revenues
                
                
                20,150





Cost and
accumulated depreciation on the Vessel leased to third parties at December 31,
2008 was $86.1 million (2007: $86.1 million) and $32.2 million (2007: $29.0
million), respectively.


7.
                VESSEL


(in
      thousands of $)
                
                2008
                
                
                2007Cost
                
                
                86,068
                
                
                
                86,068Accumulated
      depreciation
                
                
                (32,174
                )
                
                
                (28,983
                )Net
      book value at end of year
                
                
                53,894
                
                
                
                57,085





Depreciation
expense was $3.2 million for each of the years ended December 31, 2008, 2007 and
2006.


8.
                DEFERRED
      CHARGES


(in
      thousands of $)
                
                2008
                
                
                2007Debt
      arrangement fees
                
                
                864
                
                
                
                864Accumulated
      amortization
                
                
                (471
                )
                
                
                (432
                )393
                
                
                
                432


9.
                DEBT





(in
      thousands of $)
                
                2008
                
                
                2007Term
      notes (8.04%) due February 1, 2019
                
                
                59,365
                
                
                
                62,210Total
      mortgage notes
                
                
                59,365
                
                
                
                62,210Less:
      short-term portion
                
                
                (3,080
                )
                
                
                (2,845
                )56,285
                
                
                
                59,365





F-9
 
 Golden State
Petro (IOM I-A) PLC
 Notes
to the Financial Statements





The
outstanding debt as of December 31, 2008 is repayable as
follows:


Year
      ending December 31,(in
      thousands of $)2009
                              
                              
                              3,0802010
                              
                              
                              3,3352011
                              
                              
                              3,6052012
                              
                              
                              3,9002013
                              
                              
                              4,2202014
      and later
                              
                              
                              41,225Total
      debt
                              
                              
                              59,365





As of
December 31, 2008, the effective interest rate for the Term Notes was
8.04%.





The Term
Notes are subject to redemption by the Company through the operation of a
mandatory sinking fund on each payment date commencing August 1, 2007 up to and
including August 1, 2018, according to the schedule of sinking fund redemption
payments set forth below.  The first sinking fund redemption payment was
made on August 1, 2007.  The sinking fund redemption price is 100% of the
principal amount of Term Notes being redeemed, together with accrued and unpaid
interest to the date fixed for redemption.  The Term Notes will mature, and
the final payment of principal and interest on the Term Notes will be due, on
February 1, 2019.  The amortization schedule will approximate the level of
debt service through to the maturity date with an additional principal payment
on the maturity date of $10,995,000.





The
following table provides the scheduled sinking fund redemption amounts and final
principal payment on the Term Notes.




Scheduled
      Payment Date
                (in
      thousands of $)
              AmountFebruary
      1, 2009
              1,510August
      1, 2009
              1,570February
      1, 2010
              1,635August
      1, 2010
              1,700February
      1, 2011
              1,765August
      1, 2011
              1,840February
      1, 2012
              1,910August
      1, 2012
              1,990February
      1, 2013
              2,070August
      1, 2013
              2,150February
      1, 2014
              2,240August
      1, 2014
              2,330February
      1, 2015
              2,420August
      1, 2015
              2,520February
      1, 2016
              2,620August
      1, 2016
              2,725February
      1, 2017
              2,835August
      1, 2017
              2,950February
      1, 2018
              3,070August
      1, 2018
              3,190February
      1, 2019
              14,32559,365





F-10
 
 Golden
State Petro (IOM I-A) PLC
 Notes
to the Financial Statements


The Notes
have priority of payment as described in the Indenture Agreement dated as of
December 1, 1996 and are collateralized by a statutory first mortgage on the
Vessel and assignment to the Trustee of the Initial Charter, the Chevron
Corporation guarantee and certain other collateral.





The Notes
will be subject to mandatory redemption on a pro rata basis in an aggregate
principal amount equal to the allocated principal amount of the Notes if the
Vessel is a total loss, at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest (including default interest) to
the date fixed for redemption.





If
Chevron exercises any of its termination options as defined in the Initial
Charter, and the Company does not enter into an acceptable replacement charter
for the Vessel on or before the date which is one week prior to the next sinking
fund payment date for the Term Notes following the effective date of such
termination and the Vessel is sold, with the consent of all the holders of the
Term Notes, then the outstanding Term Notes will be redeemed in part, from the
net proceeds of the sale of the Vessel and the allocable portion of the
Restricted Investments account, at an aggregate redemption price equal to the
sum of such net proceeds and the allocable portion of the debt service reserve
fund.  The debt service reserve fund, together with the interest earned
thereon, provides for the payment of the average annual sinking fund payment and
interest on the Term Notes.  If all the holders of the Term Notes do not
consent to such a sale, Frontline as Manager, will attempt to re-charter the
Vessel.





The Term
Notes may be redeemed in whole or in part at the discretion of the Company on
any payment date on or after August 1, 1999 at a redemption price equal to 100%
of the principal amount thereof plus accrued and unpaid interest to the date
fixed for redemption, provided that if (i) such redemption occurs prior to
February 1, 2018 and (ii) the Vessel is then subject to the related Initial
Charter or to an acceptable replacement charter pursuant to which the
charterer  is required to pay charter hire equal to or greater than
the charter hire payable by Chevron during the fixed period, then the make-whole
premium, as defined in the Offering Memorandum dated December 19, 1996, shall be
payable with respect to Mortgage Notes in an amount equal to allocated principal
amount of the Mortgage Notes for such Vessel.  In addition, Term Notes may
be redeemed in part in an aggregate principal amount equal to the allocated
principal amount of the Notes for the Vessel if the Initial Charter for the
Vessel is terminated and an acceptable replacement charter is not entered into,
at a redemption price equal to 100% of the principal amount thereof plus accrued
interest to the date fixed for redemption.





The
indenture governing the Notes includes certain covenants that, among other
things, prohibit the Company and GSPTC from incurring additional indebtedness
(other than subordinated loans) and impose limitations on the amount of
investments, on loans, advances, mergers, the payment of dividends and the
making of certain other payments, the creation of liens and certain transactions
with affiliates.






10.
            SHARE
      CAPITAL





Authorized
share capital:





Number
      of shares
                
                2008
                
                
                20072,000
      common stock of no par value
                
                
                2,000
                
                
                
                2,000





Issued
and outstanding share capital:





Number
      of shares
                
                2008
                
                
                20072
      common stock of no par value
                
                
                2
                
                
                
                2


All of
the Company's issued and outstanding common shares have been pledged to the
Indenture Trustee.





F-11
 
 Golden State
Petro (IOM I-A) PLC
 Notes
to the Financial Statements





11.
            FINANCIAL
      INSTRUMENTS





Fair
Values





The
carrying value and estimate fair value of the Company’s financial instruments at
December 31, 2008 and 2007 are as follows:





2008
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2007(in
      thousands of $)
                  
                  Carrying
      Value
                  
                  
                  Fair
                    Value
                  
                  
                  Carrying
      Value
                  
                  
                  Fair
                    ValueRestricted
      cash
                  
                  
                  19,735
                  
                  
                  
                  19,735
                  
                  
                  
                  16,157
                  
                  
                  
                  16,157Term
      Notes
                  
                  
                  59,365
                  
                  
                  
                  68,020
                  
                  
                  
                  62,210
                  
                  
                  
                  68,233





The
methods and assumptions used in estimating the fair values of financial
instruments are as follows:





The
restricted cash balance represents investments in guaranteed investment
contracts that are readily convertible into cash.  The guaranteed
investment contracts are considered to be investments held to maturity and as
such are stated at cost plus accrued interest, which approximates fair
value.  These contracts are with Pacific Mutual Life Insurance, a
California life insurance company, and are held in the name of the United States
Trust Company on behalf of the Company as the Indenture Trustee.





The
estimated fair value of the Term Notes is based on the quoted market
price.





Concentrations
of risk


The
Company has no sources for the payment of the principal of, and the interest on,
the Notes except for the Restricted Cash accounts held by the Trustee. 
Accordingly, the Company’s ability to pay debt service on the Notes is wholly
dependent upon its financial condition, results of operation and cash flows from
the Vessel’s operation.





There is
a concentration of credit risk with respect to Restricted Cash to the extent
that all of the amounts are invested with Pacific Mutual Life
Insurance.





There is
a concentration of credit risk due to the fact that the sole source of charter
income is Chevron Transport Corporation.  The Company does not consider
this is a significant risk.


12.
              ASSETS
      PLEDGED


(in
      thousands of $)
                
                2008
                
                
                2007Vessel
                
                
                53,894
                
                
                
                57,085Restricted
      bank deposits
                
                
                19,735
                
                
                
                16,15773,629
                
                
                
                73,242





The Notes
are collateralized by a statutory first mortgage on the Vessel.  Restricted
bank deposits are also pledged to pay principal and interest on the Company’s
debt.  Refer to note 9.






F-12
 
 Golden
State Petro (IOM I-A) PLC
 Notes
to the Financial Statements


13.
                RELATED
      PARTY TRANSACTIONS


In the
years ended December 31, 2008, 2007 and 2006, Frontline has provided management
services to the Company pursuant to a management agreement which is effective
until termination by either party upon 30 days prior written notice.Management fee expenses and management fee payable as of December 31,
2008, 2007, and 2006 are as follows:





(in
      thousands of $)
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006Management
      fee expense
                  
                  
                  50
                  
                  
                  
                  50
                  
                  
                  
                  50Management
      fee payable
                  
                  
                  21
                  
                  
                  
                  21
                  
                  
                  
                  21






F-13










SIGNATURES






Subject
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
















Golden
      State Petro (IOM I-A) PLC/s/Kate
      BlankenshipKate
      BlankenshipDirector





Date:  
April 22, 2009









SK 02089 0007 985060
v3