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

                                   FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2002

                                      OR

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

For the transition period from _______ to ____________________________________

Commission file number 333-26227

                 Golden State Petroleum Transport Corporation
------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

           Delaware                                    13-3927016
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

c/o Frontline Ltd., Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda
------------------------------------------------------------------------------
                   (Address of principal executive offices)

                                (441) 295-6935
------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

         Title of each class                      Name of each exchange
                                                   on which registered

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

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


------------------------------------------------------------------------------
                               (Title of class)

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

     Yes |X|             No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein,  and will not be contained,  to the
best  of the  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this  Form 10-K or any
amendment to this Form 10-K.

     |X|

State the aggregate  market value of the voting and  non-voting  common equity
held by non-affiliates  computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity,  as
of a specified date within the past 60 days. None

Indicate the number of shares outstanding of each of the registrant's  classes
of common stock, as of the latest  practicable date. 2 shares of Common Stock,
no par value

DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>

                 GOLDEN STATE PETROLEUM TRANSPORT CORPORATION

                                   FORM 10-K

TABLE OF CONTENTS
                                                                          Page
PART I

     Item 1.   Business......................................................1

     Item 2.   Properties....................................................1

     Item 3.   Legal Proceedings.............................................1

     Item 4.   Submission of Matters to a Vote of Security Holders...........2

PART II

     Item 5.   Market for Registrant's Common Equity
                and Related Stockholder Matters..............................2

     Item 6.   Selected Financial Data.......................................2

     Item 7.   Management's Discussion and Analysis of Financial
                Condition and Results of Operations..........................2

     Item 7(a) Quantitative  and Qualitative  disclosures
                about Market Risk ...........................................2

     Item 8.   Financial Statements and Supplementary Data...................3

     Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure...........................9

PART III

     Item 10.  Directors  and  Executive  Officers of the
                Registrant ..................................................9

     Item 11.  Executive Compensation.......................................10

     Item 12.  Security Ownership of Certain Beneficial
                Owners and Management.......................................10

     Item 13.  Certain Relationships and Related Transactions ..............10

     Item 14.  Controls and Procedures .....................................10

PART IV

     Item 15.  Exhibits, Financial Statement Schedules
                and Reports on Form 8-K ....................................11
<PAGE>

                                    PART I

Item 1. Business

Golden State Petroleum Transport  Corporation (the "Company") was incorporated
under the laws of the State of Delaware on December 5, 1996.  The Company is a
special purpose  corporation that has been organized solely for the purpose of
issuing certain  mortgage notes as agent for two affiliated  entities,  Golden
State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (together,  the
"Owners").  The mortgage notes were issued on December 24, 1996 and January 6,
1997  and  proceeds   therefrom  were  used  by  the  Owners  to  finance  the
construction and acquisition of two very large crude carriers  ("VLCCs" or the
"Vessels")  for  charter  to  an   unaffiliated   third  party  (the  "Initial
Charterer"). The mortgage notes are not obligations of, and are not guaranteed
by, the Company.  VLCCs are very large seagoing  tanker vessels that transport
oil.

Golden State Holdings I, Limited ("GSH"), an Isle of Man company, is the owner
of all of the issued and outstanding  shares of the Company and the Owners. On
May 12, 1998, all of the issued and outstanding  shares of GSH (as well as all
of the issued and outstanding  shares of certain other companies) were sold by
Cambridge Petroleum Transport  Corporation,  a Cayman Islands company ("CPTC")
to Independent Tankers  Corporation,  a Cayman Islands company ("ITC"). On the
same  date,  all of the  issued  and  outstanding  shares  of ITC were sold to
Frontline Ltd. ("Frontline"), a publicly listed Bermuda company.

Pursuant to a share purchase  agreement dated December 23, 1998, as amended on
March 4, 1999, (the "Share Purchase Agreement"), Frontline has sold, effective
as of July 1, 1998, all of the issued and  outstanding  shares of ITC to Hemen
Holding  Limited,  a  Cyprus  company   ("Hemen").   Hemen  is  the  principal
shareholder of Frontline and is indirectly  controlled by Mr. John Fredriksen.
Hemen paid  Frontline  the same  consideration  as Frontline  paid the Initial
Sellers for all of the issued and  outstanding  shares of ITC. Hemen has given
Frontline a 5-year call option to buy back the shares of ITC,  and as security
for its obligations  pursuant to the option  agreement,  Hemen has pledged the
shares to  Frontline.  Frontline and Hemen have no agreement in respect of the
directors of ITC and it is expected that the present  directors will remain in
their current positions.

In  connection  with the sale of the stock of GSH,  Frontline  or its designee
assumed management responsibilities for the Owners and the Company.

Charters

Since the date of its delivery, each of the Vessels (see Item 2. "Properties")
has been chartered to the Initial Charterer  pursuant to a charter dated as of
December 24, 1996 which expires on the 18th  anniversary  of the delivery date
of the related Vessel. The Initial Charterer has the right to terminate either
charter on any five optional termination dates which, for each Vessel,  begins
on the 8th  anniversary  of the delivery  date and occurs again on each of the
four subsequent two-year anniversaries thereof.

Item 2. Properties

The Company has no  properties.  On December 7, 1998,  Golden State Petro (IOM
I-A) PLC took delivery of a VLCC,  the Frank A. Shrontz and on March 15, 1999,
Golden  State  Petro (IOM I-B) PLC took  delivery  of a VLCC,  the J.  Bennett
Johnson.  Both of the Vessels acquired by the Owners are double-hull  tankers,
each of approximately 308,500 deadweight tonnes. The tanker industry describes
vessels  by  deadweight  tonnes.  A  deadweight  tonne is a metric ton that is
equivalent to 1,000  kilograms  and refers to the maximum  weight of cargo and
supplies that a tanker can carry.

Item 3. Legal Proceedings

The Company is not a party to any material  pending legal  proceedings  and no
such proceedings are known to be contemplated.

Item 4. Submission of Matters to a Vote of Security Holders

Inapplicable.

                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

(a)  There  is no  established  trading  market  for the  Common  Stock of the
     Registrant.

(b)  As of March 21, 2003 with  respect to the Common  Stock there was one (1)
     holder of record of the Registrant's Common Stock.

Item 6. Selected Financial Data

Inapplicable.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operation

The Company is a special purpose  corporation  that has been organized  solely
for the purpose of issuing certain mortgage notes as agent for the Owners.  In
the period ended  December 31, 1996,  the Company  earned  $5,000 as aggregate
compensation  for services as agent in the issuance of the mortgage notes and,
correspondingly, paid equivalent transaction fees to its then ultimate parent,
Cambridge Petroleum Transport Corporation. Since that date the Company has had
no activity.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Inapplicable.
<PAGE>

Item 8. Financial Statements and Supplementary Data

     Report of Independent Certified Public Accountants                      4

     Balance Sheets as of December 31, 2002 and 2001                         5

     Statements of Operations and Retained Earnings for the Years Ended      6
     December 31, 2002, 2001 and 2000

     Statements of Cash Flows for the Years Ended                            7
     December 31, 2002, 2001 and 2000

     Notes to Financial Statements                                           8
<PAGE>

Report of Independent Certified Public Accountants

To the Board of Directors
Golden State Petroleum Transport Corporation

We have audited the  accompanying  balance  sheets of Golden  State  Petroleum
Transport Corporation,  a wholly-owned  subsidiary of Golden State Holdings I,
Limited,  as of  December  31,  2002 and 2001 and the  related  statements  of
operations and retained earnings,  and cash flows for the years ended December
31, 2002, 2001 and 2000. 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  auditing  standards  generally
accepted in the United States of America. Those standards require that we plan
and  perform  the audits 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
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  Petroleum
Transport  Corporation  at December 31, 2002 and 2001,  and the results of its
operations and its cash flows for the years ended December 31, 2002,  2001 and
2000 in conformity with accounting principles generally accepted in the United
States of America.


Grant Thornton LLP

New York, New York
March 21, 2003
<PAGE>

Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)

Balance Sheets as of December 31, 2002 and 2001

                                                           2002        2001

Assets

   Cash                                               $       2   $       2
                                                      ---------   ---------

   Total assets                                       $       2   $       2
                                                      =========   =========

Liabilities and STOCKholders' equity

   Stockholders' equity

   Common stock, no par value; 100 shares authorized;

   2 shares issued and outstanding                            2           2

   Retained earnings                                          -           -
                                                      ---------   ---------

   Total stockholders' equity                                 2           2
                                                      ---------   ---------

   Total liabilities and stockholders' equity         $       2   $       2
                                                      =========   =========

See accompanying Notes to Financial Statements
<PAGE>

Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)

Statements of Operations and Retained Earnings

for the years ended December 31, 2002, 2001 and 2000

                                                  2002       2001      2000

Revenue

   Agency fees                                 $     -   $      -   $     -
                                               -------   --------   -------

Expenses

   Transaction expenses                              -          -         -
                                               -------   --------   -------

Net income                                     $     -   $      -   $     -
                                               =======   ========   =======

Retained earnings, beginning of year                 -          -         -
                                               -------   --------   -------

Retained earnings, end of year                 $     -   $      -   $     -
                                               =======   ========   =======

See accompanying Notes to Financial Statements
<PAGE>

Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)

Statements of Cash Flows

for the years ended December 31, 2002, 2001 and 2000

                                                  2002       2001      2000

Cash flows from operating activities

Net income                                     $     -   $      -   $     -

   Net cash provided by operating activities         -          -         -

   Net cash provided by financing activities         -          -         -
                                               -------   --------   -------

Cash at beginning of year                            2          2         2
                                               -------   --------   -------

Cash at end of year                            $     2   $      2   $     2
                                               =======   ========   =======

See accompanying Notes to Financial Statements
<PAGE>

Golden State Petroleum Transport Corporation
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Notes to Financial Statements

1.   THE COMPANY

     Golden  State  Petroleum   Transport   Corporation  (the  "Company")  was
     incorporated under the laws of the State of Delaware on December 5, 1996.
     The  Company is a special  purpose  corporation  that has been  organized
     solely for the purpose of issuing certain mortgage notes as agent for two
     affiliated  entities,  Golden  State Petro (IOM I-A) PLC and Golden State
     Petro (IOM I-B) PLC (collectively, the "Owners"). The mortgage notes were
     issued on December  24, 1996 and January 6, 1997 and  proceeds  therefrom
     were used by the Owners to finance the  construction  and  acquisition of
     two very large crude carriers for charter to an unaffiliated third party.
     The mortgage notes are not obligations of, and are not guaranteed by, the
     Company.

     The Company is a  wholly-owned  subsidiary  of Golden  State  Holdings I,
     Limited,  an  Isle  of  Man  holding  company,  which  is a  wholly-owned
     subsidiary of Independent Tankers Corporation ("ITC").

     Basis of Presentation

     The financial statements have been prepared in accordance with accounting
     principles generally accepted in the United States of America.

     Accounting Estimates

     The  preparation  of financial  statements in conformity  with  generally
     accepted accounting  principles requires management to make estimates and
     assumptions in determining the reported amounts of assets and liabilities
     and disclosures of contingent  assets and liabilities on the dates of the
     financial  statements  and the reported  amounts of revenues and expenses
     during the  reporting  periods.  Actual  results  could differ from those
     estimates.

2.   RELATED PARTY TRANSACTIONS

     On May 12, 1998, beneficial ownership of Golden State Holdings I, Limited
     was acquired by Frontline  Ltd.  through the special  purpose entity ITC.
     Frontline Ltd.  subsequently  sold its investment in ITC to Hemen Holding
     Limited,  with effect  from July 1, 1998.  Hemen  Holding  Limited is the
     majority shareholder in Frontline Ltd.

     3. ADOPTION OF NEW ACCOUNTING STANDARDS

     In June 2001,  the U.S.  Financial  Accounting  Standards  Board ("FASB")
     issued  SFAS  No.  141,  "Business   Combinations"   which  requires  the
     application   of  the  purchase   method  in   accounting   for  business
     combinations including the identification of the acquiring enterprise for
     each  transaction.  SFAS No.  141  applies to all  business  combinations
     initiated after June 30, 2001 and all business combinations accounted for
     by the  purchase  method  that are  completed  after June 30,  2001.  The
     adoption  of SFAS No. 141 by the  Company  did not have any impact on the
     Company's consolidated financial position or results of operations.

     In June  2001,  the  FASB  issued  SFAS  No.  142,  "Goodwill  and  Other
     Intangible  Assets".  SFAS No.  142  applies to all  acquired  intangible
     assets  whether  acquired  singly,  as part of a group,  or in a business
     combination.  The  adoption  of SFAS No. 142 by the Company on January 1,
     2002 did not have any  impact  on the  Company's  consolidated  financial
     position or results of operations.

     In June 2001,  the FASB issued SFAS No.  143,  "Accounting  for the Asset
     Retirement  Obligations".  Under SFAS No. 143, an entity shall  recognize
     the fair value of a liability for an asset  retirement  obligation in the
     period in which it is incurred if a reasonable estimate of fair value can
     be made.  If a  reasonable  estimate of fair value  cannot be made in the
     period the asset retirement  obligation is incurred,  the liability shall
     be recognized when a reasonable  estimate of fair value can be made. Upon
     initial recognition of a liability for an asset retirement obligation, an
     entity  shall  capitalize  an asset  retirement  cost by  increasing  the
     carrying amount of the related long-lived asset by the same amount as the
     liability.  An entity shall  subsequently  allocate that asset retirement
     cost to expense  using a systematic  and rational  method over its useful
     life.  SFAS No. 143  applies  to legal  obligations  associated  with the
     retirement  of  a  tangible   long-lived   asset  that  result  from  the
     acquisition,  construction, or development and/or the normal operation of
     a long-lived asset, with limited exceptions.  SFAS No. 143 does not apply
     to  obligations  that arise solely from a plan to dispose of a long-lived
     asset,  nor does it apply to  obligations  that result from the  improper
     operation  of an  asset.  SFAS No.  143 is  effective  for  fiscal  years
     beginning  after  June 15,  2002.  Management  does not  expect  that the
     adoption  of the SFAS No.  143 on  January  1, 2003 will have a  material
     effect on the  Company's  consolidated  financial  position or results of
     operations.

     In October  2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived Assets".  The objectives of SFAS No.
     144 are to address  significant  issues relating to the implementation of
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived  Assets to Be Disposed Of", and to develop a single accounting
     model based on the framework  established  in SFAS No. 121 for long-lived
     assets to be disposed of by sale.  SFAS No. 144 requires that  long-lived
     assets  that are to be  disposed  of by sale be  measured at the lower of
     book value or fair value less costs to sell.  Additionally,  the standard
     expands the scope of discontinued operations to include all components of
     an entity with operations that can be distinguished  from the rest of the
     entity and will be eliminated  from the ongoing  operations of the entity
     in a disposal transaction. The adoption of SFAS No. 144 by the Company on
     January  1, 2002 did not have any  impact on the  Company's  consolidated
     financial position or results of operations.

     In  April  2002,  the  FASB  issued  SFAS No.  145,  "Rescission  of FASB
     Statements  No. 4, 44, and 64,  Amendment of FASB  Statement  No. 13, and
     Technical  Corrections."  This statement  eliminates  the  requirement to
     report  gains and losses  from  extinguishment  of debt as  extraordinary
     unless  they meet the  criteria  of APB  Opinion  30.  SFAS No.  145 also
     requires  sale-leaseback  accounting for certain lease modifications that
     have economic  effects that are similar to  sale-leaseback  transactions.
     The changes  related to lease  accounting are effective for  transactions
     occurring   after  May  15,  2002  and  the   changes   related  to  debt
     extinguishment  are  effective for fiscal years  beginning  after May 15,
     2002. The impact of adopting the provisions  related to lease  accounting
     did not have a material  impact on the  Company's  financial  position or
     results of operations.  The Company early adopted the provisions  related
     to debt  extinguishments  during the year ended  December 31,  2002.  The
     adoption  did not  have a  material  impact  on the  Company's  financial
     position or results of operations.

     In June  2002,  the FASB  issued  SFAS No.  146,  "Accounting  for  Costs
     Associated  with Exit or  Disposal  Activities."  SFAS No. 146  nullifies
     Emerging  Issues Task Force Issue No. 94-3 and requires  that a liability
     for a cost  associated  with an exit or disposal  activity be  recognized
     when the liability is incurred. This statement also establishes that fair
     value is the objective for initial measurement of the liability. SFAS No.
     146 is effective for exit or disposal activities that are initiated after
     December  31,  2002.  The impact of the  adoption  of SFAS No. 146 is not
     expected to have a material impact on the Company's financial position or
     results of operations.

     SFAS No.  147,  "Acquisitions  of Certain  Financial  Institutions,"  was
     issued in October  2002.  SFAS 147  addresses  acquisitions  of financial
     institutions   and   intangible    assets   associated   with   financial
     institutions.  The  provisions  of SFAS  147  call  for  acquisitions  of
     financial  institutions  to be accounted for in accordance  with SFAS 141
     and 142 and intangible assets  associated with financial  institutions to
     be accounted for in  accordance  with SFAS 144. SFAS 147 is effective for
     such  activities as of October 1, 2002.  The adoption of SFAS 147 did not
     have  a  material   impact  on  the  Company's   consolidated   financial
     statements.

     In November 2002, the Financial  Accounting Standards Board (FASB) issued
     Interpretation 45, Guarantor's Accounting and Disclosure Requirements for
     Guarantees,  Including Indirect Guarantees of Indebtedness of Others. The
     Interpretation  elaborates on the existing  disclosure  requirements  for
     most  guarantees,  including loan  guarantees  such as standby letters of
     credit.  It also clarifies that at the time a company issues a guarantee,
     the company must  recognize an initial  liability for the fair value,  or
     market value,  of the obligations it assumes under the guarantee and must
     disclose that information in its interim and annual financial statements.
     The  provisions  related to  recognizing  a liability at inception of the
     guarantee  for the fair  value of the  guarantor's  obligations  does not
     apply  to  product   warranties  or  to   guarantees   accounted  for  as
     derivatives.  The initial recognition and initial measurement  provisions
     apply on a  prospective  basis to  guarantees  issued or  modified  after
     December 31, 2002. The Company  believes that adoption of the recognition
     and measurement  provisions of Interpretation 45 will not have a material
     impact on its financial statements.

     In January 2003,  the FASB issued  Interpretation  46,  Consolidation  of
     Variable Interest  Entities.  In general, a variable interest entity is a
     corporation,  partnership,  trust,  or any other legal structure used for
     business  purposes  that either (a) does not have equity  investors  with
     voting rights or (b) has equity investors that do not provide  sufficient
     financial   resources   for  the  entity  to  support   its   activities.
     Interpretation  46 requires a variable interest entity to be consolidated
     by a company if that company is subject to a majority of the risk of loss
     from the variable interest  entity's  activities or entitled to receive a
     majority of the  entity's  residual  returns or both.  The  consolidation
     requirements of  Interpretation 46 apply immediately to variable interest
     entities created after January 31, 2003. The  consolidation  requirements
     apply to older  entities  in the  first  fiscal  year or  interim  period
     beginning  after June 15, 2003.  Certain of the  disclosure  requirements
     apply  in  all  financial  statements  issued  after  January  31,  2003,
     regardless  of when the variable  interest  entity was  established.  The
     Company  believes  that  adoption  of  the  recognition  and  measurement
     provisions of  Interpretation  46 will not have a material  impact on its
     financial statements.

4.   CAPITALIZATION

     The  Company's  capitalization  is nominal and it has no source of income
     and has no direct employees.
<PAGE>

Item 9.  Changes in and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

Inapplicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

The Company does not have  operations nor does it have any employees  involved
in  management.  The  following  table sets forth the name,  age and principal
position with the Company of each of its executive directors.

Name                 Age   Position with the Company

Tor Olav Troim       40    Director and President
Kate Blankenship     38    Director, Secretary, Chief Executive Officer, Chief
                           Financial Officer and Chief Accounting Officer

Officers are  appointed  by the Board of  Directors  and will serve until they
resign or are removed by the Board of Directors.

TOR OLAV TROIM:  Mr. TROIM was appointed  President of Golden State  Petroleum
Transport  Corporation on July 30, 1998 and has been a Director of the Company
since  November 1, 1998.  Mr. TROIM serves as director and  vice-president  of
Frontline  Ltd. He also serves as a director of Frontline  AB, a  wholly-owned
subsidiary of Frontline,  and is a director of Frontline  Management AS, which
company supports Frontline Ltd. in the implementation of decisions made by the
Board of Directors.  Mr. TROIM also serves as a consultant to Sea Tankers.  He
is a director of Aktiv  Inkasso ASA,  Northern Oil ASA,  both  Norwegian  Oslo
Stock Exchange listed companies, and Northern Offshore Ltd., a Bermuda company
listed on the Oslo Stock Exchange.  Prior to his service with Frontline,  from
January 1992, Mr. TROIM served as managing  director and a member of the board
of directors of DNO AS, a Norwegian Oil Company.

KATE BLANKENSHIP:  Mrs.  Blankenship was appointed Secretary of the Company on
July 30,  1998 and has been a Director,  the Chief  Executive  Officer,  Chief
Financial  Officer and Chief Accounting  Officer of the Company since November
1, 1998. She joined  Frontline Ltd.  (formerly,  London & Overseas  Freighters
Limited) in 1994 and serves as Chief  Accounting  Officer and Secretary.  Mrs.
Blankenship  is a member of the Institute of Chartered  Accountants in England
and Wales.
<PAGE>

Item 11. Executive Compensation

None of the  directors  or  executive  officers  of the  Company  receive  any
compensation in connection with their  respective  positions.  The Company has
not entered into any affiliate  transactions,  other than the original  agency
agreement for the issuance of the notes.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table provides  information as of March 21, 2003 with respect to
the ownership by each person or group of persons,  known by the  registrant to
be a beneficial owner of 5% or more of the Common Stock.

Except as set forth below, the Registrant is not aware of any beneficial owner
of more than 5% of the Common Stock as of close of business on March 21, 2003.

                             Beneficial Ownership

                          Name and                  Number
     Class of             address of                of                Percent
     Shares               Beneficial Owners         Shares            of Class
     ------               -----------------         ------            --------

     Ordinary Shares      Hemen Holding Limited(1)  2                 100%

---------
     (1)  The issued and  outstanding  shares of the Company are owned by GSH.
          All of the  issued and  outstanding  shares of GSH are owned by ITC.
          All of the issued and outstanding  shares of ITC are owned by Hemen,
          a Cyprus company. Hemen is controlled by John Fredriksen, a resident
          of Cyprus and a citizen of Norway.

Item 13. Certain Relationships and Related Transactions

As of January  31,  1999,  each of the Owners has  entered  into a  management
agreement with an affiliate,  Frontline. Frontline is a Bermuda company, whose
ordinary  shares trade on the new York Stock  Exchange,  London Stock Exchange
and  the  Oslo  Stock  Exchange.  Frontline  provides  administrative,  vessel
management and advisory  services to the Owners.  Frontline is an affiliate of
Hemen. Hemen is the indirect parent of the Company and the Owners. Frontline's
primary business is owning and operating  vessels that transport crude oil and
oil products.

Some of the oil tankers owned by Frontline may operate in competition with the
Vessels.  When the charters with the Initial  Charterer end,  Frontline  might
have a conflict  of  interest  between its duties as manager of the Owners and
the Vessels, and its interests as a competing tanker owner.

Item 14. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Within the 90 days prior to the date of this report,  the Company  carried out
an  evaluation,  under  the  supervision  and  with the  participation  of the
Company's  manager  Frontline,  including  the  Company's  President and Chief
Financial  Officer,  of the  effectiveness  of the design and operation of the
Company's  disclosure  controls and  procedures  pursuant to Exchange Act Rule
13a-14. Based upon that evaluation,  the President and Chief Financial Officer
concluded that the Company's  disclosure controls and procedures are effective
in  alerting  them  timely to  material  information  relating  to the Company
required to be included in the  Company's  periodic  Securities  and  Exchange
Commission (SEC) filings.

(b) Changes in internal controls

There have been no  significant  changes in our internal  controls or in other
factors that could have  significantly  affected those controls  subsequent to
the date of our most recent  evaluation  of internal  controls,  including any
corrective  actions  with  regard to  significant  deficiencies  and  material
weaknesses.
<PAGE>

PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as part of this Annual Report:

1. Financial Statements

Report of Grant Thornton LLP, Independent Certified Public Accountants

Balance Sheets at December 31, 2002 and 2001

Statements of Operations  and Retained  Earnings for the Years Ended  December
31, 2002, 2001 and 2000

Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000

Notes to Financial Statements

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

The Company has not filed any current  reports on Form 8-K with the Securities
and Exchange  Commission  during the last quarter of the fiscal period covered
by this report.
<PAGE>

SIGNATURES

Pursuant 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 Petroleum Transport Corporation
                                  (Registrant)


Date March 28, 2003               By /s/ Tor Olav TROIM
                                  Tor Olav TROIM
                                  President

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  this
report  has been  signed  below by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


Date March 28, 2003               By /s/ Kate Blankenship
                                  Kate Blankenship
                                  Director, Chief Executive Officer, Chief
                                  Financial Officer, Chief Accounting Officer


Date March 28, 2003               By /s/ Tor Olav Troim
                                  Tor Olav Troim
                                  Director
<PAGE>

CERTIFICATION OF THE PRESIDENT I, Tor Olav Troim, certify that:

1. I have reviewed  this annual report on Form 10-K of Golden State  Petroleum
Transport Corporation;

2. Based on my  knowledge,  this  annual  report  does not  contain any untrue
statement  of a material  fact or omit to state a material  fact  necessary to
make the  statements  made,  in light of the  circumstances  under  which such
statements  were made,  not  misleading  with respect to the period covered by
this annual report;

3.  Based on my  knowledge,  the  financial  statements,  and other  financial
information  included in this annual  report,  fairly  present in all material
respects the financial condition,  results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such  disclosure  controls and  procedures to ensure that material
information   relating  to  the   registrant,   including   its   consolidated
subsidiaries,   is  made  known  to  us  by  others  within  those   entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the effectiveness of
the  disclosure  controls and  procedures  based on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying  officers and I have disclosed,  based on
our  most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board of  directors  (or persons  performing  the
equivalent functions):

a) all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which could  adversely  affect the  registrant's  ability to record,
process,  summarize  and report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal  controls;
and

6. The  registrant's  other  certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal  controls or
in other factors that could significantly  affect internal controls subsequent
to the date of our most recent  evaluation,  including any corrective  actions
with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

/s/ Tor Olav Troim
-----------------------
Tor Olav Troim

President
<PAGE>

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kate Blankenship, certify that:

1. I have reviewed  this annual report on Form 10-K of Golden State  Petroleum
Transport Corporation;

2. Based on my  knowledge,  this  annual  report  does not  contain any untrue
statement  of a material  fact or omit to state a material  fact  necessary to
make the  statements  made,  in light of the  circumstances  under  which such
statements  were made,  not  misleading  with respect to the period covered by
this annual report;

3.  Based on my  knowledge,  the  financial  statements,  and other  financial
information  included in this annual  report,  fairly  present in all material
respects the financial condition,  results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The  registrant's  other  certifying  officers  and I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such  disclosure  controls and  procedures to ensure that material
information   relating  to  the   registrant,   including   its   consolidated
subsidiaries,   is  made  known  to  us  by  others  within  those   entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the  effectiveness  of the registrant's  disclosure  controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the effectiveness of
the  disclosure  controls and  procedures  based on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying  officers and I have disclosed,  based on
our  most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board of  directors  (or persons  performing  the
equivalent functions):

a) all  significant  deficiencies  in the  design  or  operation  of  internal
controls  which could  adversely  affect the  registrant's  ability to record,
process,  summarize  and report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

b) any fraud,  whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal  controls;
and

6. The  registrant's  other  certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal  controls or
in other factors that could significantly  affect internal controls subsequent
to the date of our most recent  evaluation,  including any corrective  actions
with regard to significant deficiencies and material weaknesses.

Date: March 28, 2003

/s/ Kate Blankenship
-----------------------
Kate Blankenship
Chief Financial Officer
<PAGE>

Exhibit 99.1

CERTIFICATIONS UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of  2002,  each  of the
undersigned  certifies  that this  periodic  report  fully  complies  with the
requirements of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934
and that information  contained in this periodic report fairly represents,  in
all material  respects,  the financial  condition and results of operations of
Golden State Petroleum Transport Corporation.


/s/ Tor Olav Troim
-----------------------
Tor Olav Troim

President


/s/ Kate Blankenship
-----------------------
Kate Blankenship

Chief Financial Officer

Date: March 28, 2003

02089.0007 #394891