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) OFTHE
      SECURITIES EXCHANGE ACT OF 1934





For
      the fiscal year ended
                December
      31, 2008





OR[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      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 incorporation or organization)
                    
                    (I.R.S.
      Employer Identification
No.)





4th
      Floor Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda
      HM08(Address
      of principal executive
offices)





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





Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
                    
                    Name
      of each exchange on which registeredNone
                    
                    Not
      applicable





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





None(Title
      of class)











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





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


[    ]
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.


[ X ]
Yes                      [   ]
No





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 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.


[    ]
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]
            Smaller
      reporting company
[    ]





(Do not
check if smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


[    ]
Yes                      [
X] No





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
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’ most recently completed second fiscal
quarter.


None





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of March 25, 2009.


2 shares
of Common Stock, $0.00 par value


.


DOCUMENTS INCORPORATED BY REFERENCE:
                None.












GOLDEN STATE
PETROLEUM TRANSPORT CORPORATION




FORM 10-K




TABLE OF CONTENTS
  PagePART
      IItem
      1.
                Business
                1Item
      1A.
                Risk
      Factors
                2Item
      1B.
                Unresolved
      Staff Comments
                2Item
      2.
                Properties
                2Item
      3.
                Legal
      Proceedings
                2Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                2PART
      IIItem
      5.
                Market
      for Registrant’s Common Equity, Related StockholderMatters
      and Issuer Purchases of Equity Securities
                3Item
      6.
                Selected
      Financial Data
                3Item
      7.
                Management’s
      Discussion and Analysis of FinancialCondition
      and Results of Operations
                3Item
      7A.
                Quantitative
      and Qualitative Disclosures about Market Risk
                3Item
      8.
                Financial
      Statements and Supplementary Data
                4Item
      9.
                Changes
      in and Disagreements with Accountants on Accountingand
      Financial Disclosure
                10Item
      9A(T).
                Controls
      and Procedures
                11Item
      9B.
                Other
      Information
                12PART
      IIIItem
      10.
                Directors
      and Executive Officers of the Registrant
                13Item
      11.
                Executive
      Compensation
                13Item
      12.
                Security
      Ownership of Certain Beneficial Ownersand
      Management and Related Stockholder Matters
                13Item
      13.
                Certain
      Relationships and Related Transactions
                14Item
      14.
                Principal
      Accountant Fees and Services
                14PART
      IVItem
      15.
                Exhibits
      and Financial Statement Schedules
                15


PART
I





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 Petroleum Transport Corporation (the "Company") 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, " "expect," "anticipate," "intends,"
"estimate," "forecast," "project," "plan," "potential," "will," "may,"
"should"  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, including
changes in demand resulting from changes in OPEC’s petroleum production levels
and world wide oil consumption and storage, changes in the Company’s operating
expenses, 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 the Company with the
Securities and Exchange Commission.








Item
1.    Business





The
Company


Golden
State Petroleum Transport Corporation (the "Company") was incorporated under the
laws of the State of Delaware on December 5, 1996.  We are a special
purpose corporation that was organized solely for the purpose of issuing, as
agent for two affiliated entities Golden State Petro (IOM I-A) PLC and Golden
State Petro (IOM I-B) PLC (together, the "Owners"), Serial and Term mortgage
notes (together the "Notes").  These Notes were issued on December 24,
1996 and January 6, 1997 and proceeds 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 Notes are not our obligations and we do not
guarantee them.





Golden
State Holdings I, Limited ("GSH"), an Isle of Man company, is the owner of all
of our issued and outstanding shares along with all of the issued and
outstanding share of the Owners.  GSH is a wholly-owned subsidiary of
Independent Tankers Corporation, a Cayman Islands company ("ITC"), which itself
is controlled by Frontline Ltd ("Frontline"), a Bermuda company listed on the
New York, Oslo and London Stock Exchanges.





In
February 2008, Frontline established an intermediary holding company,
Independent Tankers Corporation Limited ("ITC Bermuda") to hold their investment
in ITC and distributed 17.53% of ITC Bermuda’s common shares to Frontline’s
ordinary shareholders.





1


In
accordance with a management agreement between each of the Owners and Frontline,
Frontline provides administrative, management and advisory services for an
annual fee of $50,000 each, payable semi-annually.  All costs of
administering both us and the Owners are payable by Frontline from this
management fee.  The management agreement is effective until
termination by either party upon 30 days prior written notice.





Available
Information


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 Securities and Exchange Commission ("SEC"). These
materials, including this annual report and the accompanying exhibits, may be
inspected and copied at the public reference facilities maintained by the SEC
100 Fifth Street, N.E., 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 facilities maintained by the SEC at its principal office in
Washington, D.C. 20549.  The SEC maintains a website
(http://www.sec.gov.) that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
SEC. In addition, documents referred to in this annual report may be inspected
at our principal executive offices at Par-la-Ville Place, 14 Par-la-Ville Road,
Hamilton, Bermuda HM 08.





Item
1A. Risk Factors





We are a
special purpose corporation that was organized solely to issue, as agent on
behalf of the Owners, the Notes. Our capitalization is nominal and since
December 31, 1996, we have had no activity. As a result, we are not exposed to
any immediate risk factors.





Item
1B. Unresolved Staff Comments





None.





Item
2.    Properties





We have
no property.  The Notes are collateralized by mortgages over the
property of the Owners as outlined below. Other than the Vessels described
below, the Owners have no property.





Owner
                                  Vessel
                                  Construction
                                  Delivery
      Date
                                  Approximate
      dwt.Golden
      State Petro
                                    (IOM
      1-A) plc
                                  Antares
      Voyager
                                  Double-hull
                                  December
      7, 1998
                                  308,500Golden
      State Petro
                                    (IOM
      1-B) plc
                                  Phoenix
      Voyager
                                  Double-hull
                                  March
      15, 1999
                                  308,500








Item
3.    Legal Proceedings





We are
not a party to any material pending legal proceedings other than ordinary
routine litigation incidental to our business, to which we are a
party.  In the future, we may be subject to legal proceedings and
claims in the ordinary course of business which, even if lacking merit, could
result in the expenditure by us of significant financial and managerial
resources.





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





No matter
was submitted to a vote of security holders, through the solicitation of proxies
or otherwise, during the fourth quarter of the fiscal year ended December 31,
2008.





2


PART
II





Item
5.    Market for Registrant’s Common Equity and Related
Stockholder Matters and Issuer Purchases of Equity Securities





(a)
            There
      is no established trading market for our Common
  Stock.





(b)
            As
      of March 25, 2009 there was one (1) holder of record of our Common
      Stock.





(c)
            There
      were no repurchases of our Common
Stock.





Item
6.    Selected Financial Data





Not
applicable.





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





We are a
special purpose corporation that was organized solely to issue, as agent on
behalf of the Owners, the Notes.  We have had no activity since
1996.





Liquidity
and Capital Resources





We have
had no activity since December 31, 1996 and we have no source of liquidity and
no capital resources.





Recently
Issued Accounting Standards





There
were no new accounting standards implemented in 2008 that had an impact on our
results or new accounting standards to be implemented in the future that we
expect to have an impact on our results when adopted.





Contractual
obligations





As at
December 31, 2008, we had no contractual obligations and
commitments.





Item
7A.    Quantitative and Qualitative Disclosures About Market
Risk





Not
applicable.


3





Item
8.    Financial Statements and Supplementary
Data








PageReport
      of PricewaterhouseCoopers AS, Independent Registered Public Accounting
      Firm
                                              5Report
      of Grant Thornton LLP, Independent Registered Public Accounting
      Firm
                                              6Balance
      Sheets as of December 31, 2008 and 2007
                                              7Statements
      of Operations and Retained Earnings for the Years Ended December 31, 2008,
      2007 and 2006
                                              8Statements
      of Cash Flows for the Years Ended December 31, 2008, 2007 and
      2006
                                              9Notes
      to Financial Statements
                                              10





4


Report of
Independent Registered Public Accounting Firm








To
the Board of Directors and Stockholder


Golden
State Petroleum Transport Corporation








We have
audited the accompanying balance sheet of Golden State Petroleum Transport
Corporation (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 the two years then ended
were audited by other auditors whose report dated March 28, 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 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 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


March 25,
2009






5









Report of
Independent Registered Public Accounting Firm








To
the Board of Directors and Stockholder


Golden
State Petroleum Transport Corporation








We have
audited the accompanying balance sheet of Golden State Petroleum Transport
Corporation, a wholly owned subsidiary of Golden State Holdings I, Limited, as
of December 31, 2007 and 2006 and the related statements of operations and
retained earnings, and cash flows for each of 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 audit 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 audit 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 Petroleum Transport
Corporation as of December 31, 2007 and 2006 and the results of its
operations and cash flows for each of 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


March 28,
2008


6


Balance
Sheets as of December 31, 2008 and 2007


(in
US$)








2008
                
                
                2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                
                
                2
                
                
                
                2Total
      assets
                
                
                2
                
                
                
                2LIABILITIES
      AND STOCKHOLDER’S EQUITYStockholder’s
      equityCommon
      stock, $0.00 par value; 100 sharesauthorized,
      2 shares issued and outstanding
                
                
                2
                
                
                
                2Total
      liabilities and stockholder’s equity
                
                
                2
                
                
                
                2












See
accompanying notes to the financial statements









7


Golden
State Petroleum Transport Corporation


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


(in
US$)










2008
                
                
                2007
                
                
                2006RevenueAgency
      fees
                
                
                -
                
                
                
                -
                
                
                
                -ExpensesTransaction
      expenses
                
                
                -
                
                
                
                -
                
                
                
                -Net
      income
                
                
                -
                
                
                
                -
                
                
                
                -Retained
      earnings, beginning of year
                
                
                -
                
                
                
                -
                
                
                
                -Retained
      earnings, end of year
                
                
                -
                
                
                
                -
                
                
                
                -












See
accompanying notes to the financial statements.


8


Golden
State Petroleum Transport Corporation


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


(in
US$)








2008
                
                
                2007
                
                
                2006Net
      income
                
                
                -
                
                
                
                -
                
                
                
                -Net cash provided by operating
      activities
                
                
                -
                
                
                
                -
                
                
                
                -Net cash provided by investing
      activities
                
                
                -
                
                
                
                -
                
                
                
                -Net cash used in financing
      activities
                
                
                -
                
                
                
                -
                
                
                
                -Net
      change in cash and cash equivalents
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      and cash equivalents at beginning of year
                
                
                2
                
                
                
                2
                
                
                
                2Cash
      and cash equivalents at end of year
                
                
                2
                
                
                
                2
                
                
                
                2















See
accompanying notes to the financial statements.










9


Golden
State Petroleum Transport Corporation


Notes
to Financial Statements





1.
            GENERAL





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 was 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 the proceeds 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"). ITC is in turn controlled by Frontline Ltd
("Frontline"), a publicly listed Bermuda company.





In
February, 2008, Frontline established an intermediary holding company,
Independent Tankers Corporation Limited ("ITC Bermuda") to hold their investment
in ITC and distributed 17.53% of ITC Bermuda’s common shares to Frontline’s
ordinary shareholders.





In
accordance with a management agreement between each of the Owners and Frontline,
Frontline provides administrative, management and advisory services to the
Owners at an annual fee of $50,000 each, payable semi-annually.  All
cost of administering the Owners and 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.





Basis
of Presentation


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





Use
of Estimates


The
preparation of financial statements in accordance with US GAAP requires the
Company 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.
            CAPITALIZATION





The
Company’s capitalization is nominal and it has no source of income and has no
direct employees.





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





On August
13, 2008, the Board of Directors dismissed Grant Thornton LLP ("Grant Thornton")
as the Company’s independent registered public accounting firm. Also on August
13, 2008, the Board approved the engagement of PricewaterhouseCoopers AS
("PricewaterhouseCoopers") as the Company’s independent registered public
accounting firm for the year ending December 31, 2008.  The Board
determined to dismiss Grant Thornton and engage PricewaterhouseCoopers in order
to realize economies and efficiencies, since PricewaterhouseCoopers acts as the
independent registered public accounting firm for Frontline Ltd. 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.





10


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.





Item
9A(T).    Controls and Procedures





(a)  
Disclosure Controls and Procedures





Our
management including our Principal Executive Officer and Principal Financial
Officer 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 amended, as of December 31, 2008. Based upon that
evaluation, our Principal Executive Officer and Principal Financial Officer
concluded that the Company’s disclosure controls and procedures were effective
as December 31, 2008.





(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, as amended.




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 amended, as a process
designed by, or under the supervision of, our principal executive officer and
principal financial officer and effected by our 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 our
      assets;




·
            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 our 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.





Our
management including our Principal Executive Officer and Principal Financial
Officer  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 (COSO)
published in its report entitled Internal Control-Integrated Framework. Based
upon that evaluation, the Principal Executive Officer and Principal Financial
Officer concluded that our internal controls over financial reporting were
effective as of December 31, 2008.




The
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
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.


11









(c)  
Changes in Internal Control over Financial Reporting




There
were no changes in our internal control 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
9B.    Other Information





None.


12


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 its
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 CompanyTor
      Olav Trøim
            46
            Director
      and PresidentKate
      Blankenship
            44
            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 Trøim has been the President of
Golden State Petroleum Transport Corporation since July 30, 1998 and has been a
Director of the Company since November 1, 1998.  He was Vice-President
and a director of Frontline from November 1997 to March 2008 and has served as
an alternate director of Frontline since March 2008. He was also a Director of
Ship Finance International Limited from October 2003 until January 2009 and was
the Chairman of the board until September 2007. Mr. Trøim graduated as M.Sc
Naval Architect from the University of Trondheim, Norway, in 1985. His
experience includes 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. In this
capacity, he has acted as Chief Executive Officer for Knightsbridge Tankers
Limited (NASDAQ), Golar LNG Limited (NASDAQ) and Seadrill
Limited.  Mr. Trøim is currently Vice Chairman
of the latter two companies and in addition is a member of the Boards in the
public companies Golden Ocean Group Limited (OSE), Aktiv Kapital ASA (OSE) and
Marine Harvest ASA (OSE).





Kate Blankenship has been the
Secretary of the Company since July 30, 1998 and has been a Director, Chief
Executive Officer, Chief Financial Officer and Chief Accounting Officer of the
Company since November 1, 1998.  She joined Frontline in 1994 and
served as the Chief Accounting Officer and Secretary until October 2005 and now
serves as a director of Frontline.  Mrs. Blankenship is also a
director of Golar LNG Limited (NASDAQ), Golden Ocean Group Limited, Ship Finance
International Limited (NYSE) and Seadrill Limited. Mrs Blankenship is a member
of the Institute of Chartered Accountants in England and Wales.





The
Company’s equity is neither listed nor publicly traded. The equity is held by
one beneficial holder, Frontline. The Owners’ obligations toward their
bondholders are set out in detail in covenants contained in the Indenture of the
Notes. Accordingly the Company’s Board of Directors has determined that the
roles played by an audit committee or business code of ethics would have no
applicability to the Company.





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 and Related Stockholder Matters





The
following table provides information as of March 25, 2009 with respect to the
ownership by each person or group of persons, known by us to be a beneficial
owner of 5% or more of our Common Stock.





Except as
set forth below, we are not aware of any beneficial owner of more than 5% of our
Common Stock as of close of business on March 25, 2009.





13





Beneficial
      OwnershipClass of shares
              Name and address of beneficial
      owners
              Number of shares
              Percent of ClassCommon
      Stock
              Golden
      State Holdings I Limited(1)
              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.





Item
13.     Certain Relationships and Related
Transactions





As of
January 31, 1999, each of the Owners entered into a management agreement with
Frontline.  Frontline provides administrative, vessel management and
advisory services to the Owners.  Frontline's primary business is the
ownership and operation of 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.     Principal Accountant Fees and
Services





The
following table summarizes fees we have paid our principal accountant for
independent auditing, tax and related services for each of the last two fiscal
years:





2008
                    
                    
                    2007Audit
      fees (1)
                    
                    $
                    10,293
                    
                    
                    $
                    41,000Audit-related
      fees (2)
                    
                    
                    --
                    
                    
                    
                    --Tax
      fees (3)
                    
                    
                    --
                    
                    
                    
                    --All
      other fees (4)
                    
                    
                    --
                    
                    
                    
                    --Total
                    
                    $
                    10,293
                    
                    
                    $
                    41,000





1Audit
fees represent amounts billed for each of the years presented for professional
services rendered in connection with (i) the audit of our annual financial
statements, (ii) the review of our quarterly financial statements or (iii) those
services normally provided in connection with statutory and regulatory filings
or engagements including comfort letters, consents and other services related to
SEC matters. This information is presented as of the latest practicable date for
this annual report on Form 10-K. All costs of administering the Company are
payable by Frontline from the management fee paid by the Owners.





2Audit-related fees represent amounts we were billed in each of the years
presented for assurance and related services that are reasonably related to the
performance of the annual audit or quarterly reviews. This category primarily
includes services relating to internal control assessments and
accounting-related consulting.





3Tax fees
represent amounts we were billed in each of the years presented for professional
services rendered in connection with tax compliance, tax advice, and tax
planning.





4All
other fees represent amounts we were billed in each of the years presented for
services not classifiable under the other categories listed in the table
above.





The
engagement of the Company’s auditor was approved by the full Board of Directors
in advance of the engagement. All fees are borne by the Owners.





14








PART
IV





Item
15.     Exhibits and Financial Statement
Schedules





(a)  
The following documents are filed as part of this Annual Report under Item 8.
Financial Statements and Supplementary Data:





Financial
Statements





Report of
Registered Public Accounting Firms





Balance
Sheets at December 31, 2008 and 2007





Statements
of Operations and Retained Earnings for the Years Ended December 31, 2008, 2007
and 2006





Statements
of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006





Notes to
Financial Statements








(b)  
Exhibits





3.1
            Certificate
      of Incorporation of Golden State
Petroleum.*





3.2
            Bylaws
      of Golden State Petroleum.*





3.3
            Memorandum
      and Articles of Association of Golden State Petro (IOM I-A)
      PLC.*





3.4
            Memorandum
      and Articles of Association of Golden State Petro (IOM I-B)
      PLC.*





4.1
            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.*





4.2
            Stock
      Pledge Agreement between Golden State Holdings I Limited. and the
      Indenture Trustee.*





4.3
            Issue
      of One Debenture, dated as of December 1, 1997, between Golden State Petro
      (IOM I-A) PLC and the Indenture
Trustee.*





4.4
            Issue
      of One Debenture, dated as of December 1, 1996, between Golden State Petro
      (IOM I-B) PLC and the Indenture
Trustee.*





4.5
            Assignment
      of Charter, dated as of December 1, 1996, between Golden State Petro (IOM
      I-A) PLC and the Indenture
Trustee.*





4.6
            Assignment
      of Charter, dated as of December 1, 1996, between Golden State Petro (IOM
      I-B) PLC and the Indenture
Trustee.*





4.7
            Assignment
      of Shipbuilding Contract and Agreement on Contract for Technical Matters,
      dated as of December 1, 1996, among Golden State Petro (IOM I-A) PLC and
      the Indenture Trustee.*





4.8
            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.*





4.9
            Assignment
      of Building Contract Guarantee, dated as of December 1, 1996, between
      Golden State Petro (IOM I-A) PLC and the Initial
    Charterer.*








15







4.10
            Assignment
      of Building Contract Guarantee, dated as of December 1, 1996, between
      Golden State Petro (IOM I-B) PLC and the Initial
    Charterer.*





4.11
            Guarantee,
      made as of December 24, 1996, from Chevron to Golden State Petro (IOM I-A)
      PLC.*





4.12
            Guarantee,
      made as of December 24, 1996, from Chevron to Golden State Petro (IOM I-B)
      PLC.*





4.13
            Assignment
      of Management Agreement, dated as of December 1, 1996, between Golden
      State Petro (IOM I-A) PLC and the Indenture
  Trustee.*





4.14
            Assignment
      of Management Agreement, dated as of December 1, 1996, between Golden
      State Petro (IOM I-B) PLC and the Indenture
  Trustee.*





4.15
            Form
      of Exchange Note.*





5.1
            Opinion
      of Thacher Proffitt & Wood, counsel to the Owners, as to the validity
      of the Exchange Notes.*





10.1
            Serial
      Note Purchase Agreement, dated December 19, 1996, among Donaldson, Lufkin
      & Jenrette Securities Corporation, Golden State Petroleum and each
      Owner.*





10.2
            Term
      Note Purchase Agreement, dated December 19, 1996, among Donaldson, Lufkin
      & Jenrette Securities Corporation, Golden State Petroleum and each
      Owner.*





10.3
            Shipbuilding
      Contract, made as of December 24, 1996, among Golden State Petro (IOM I-A)
      PLC and the Builders.*





10.4
            Shipbuilding
      Contract, made as of December 24, 1996, among Golden State Petro (IOM I-B)
      PLC and the Builders.*





10.5
            Promissory
      Note from Golden State Petro (IOM I-A) PLC to Samsung Heavy Industries Co.
      Ltd.*





10.6
            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.*





10.7
            Agreement
      on Contract for Technical Matters, made as of December 24, 1996, among
      Golden State Petro (IOM I-B) PLC, Samsung Heavy Industries Co., Ltd and
      Chevron Shipping company, as agent for the Initial
    Charterer.*





10.8
            Bareboat
      Charter, made as of December 24, 1996, between Golden State Petro (IOM
      I-A) PLC and the Initial
Charterer.*





10.9
            Bareboat
      Charter, made as of December 24, 1996, by and between Golden State Petro
      (IOM I-B) PLC and the Initial
Charterer.*





10.10
            Management
      Agreement, dated as of December 1, 1996, between Golden State Petro (IOM
      I-A) PLC and Cambridge Fund Management
LLC.*





10.11
            Management
      Agreement, dated as of December 1, 1996, between Golden State Petro (IOM
      I-B) PLC and Cambridge Fund Management
LLC.*





10.12
            Agency
      Agreement, dated as of December 24, 1996, between the Owners and Golden
      State Petroleum.*





10.13
            Registration
      Rights Agreement, dated as of December 24, 1996, among Golden State
      Petroleum, Donaldson, Lufkin & Jenrette Securities Corporation and
      each Owner.*






16







23.5
            Consent
      of Thacher Proffitt & Wood (contained in Exhibit
  5.1).*





23.6
            Consent
      of Cains.*





25.1
            Statement
      of eligibility of trustee on Form
T-1.*





31.1
            Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as
  amended





31.2
            Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as
  amended





32.1
            Certification
      of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





32.2
            Certification
      of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





99.1*
            Letter
      of Transmittal.





99.2*
            Notice
      of Guaranteed Delivery.








*   Incorporated by reference
from the Registrant's Registration Statement on Form F-4, Commission File
Number 333-26227, dated April 30, 1997.





** Incorporated by reference
from the Registrant's Registration Statement on Form F-4/A, Commission
File Number 333-26227, dated June 25, 1997.





17








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 27,
      2009
                By                 /s/ Tor Olav
      TrøimTor Olav TrøimDirector and
      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 27,
      2009
              By               /s/ Kate
      BlankenshipKate
  BlankenshipDirector,
      Secretary, Chief Executive Officer,Chief
      Financial Officer, Chief Accounting
Officer
  
 Date                 March 27,
      2009
              By                 /s/ Tor Olav
      TrøimTor Olav
  TrøimDirector and
      President





18