<PAGE>

                          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, 2000

                               OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from  ________________________________

Commission file number 333-26227

                Golden State Petro (IOM I-B) PLC
----------------------------------------------------------------
     (Exact name of Registrant as specified in its charter)

                Golden State Petro (IOM I-B) PLC
----------------------------------------------------------------
         (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
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            (Address of principal executive offices)

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

    TITLE OF EACH CLASS                NAME OF EACH EXCHANGE
                                       ON WHICH REGISTERED

          None                         _______________________
--------------------------------------------------------------
Securities registered or to be registered pursuant to section
12(g) of the Act.



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                              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, $1.00 par value per share
----------------------------------------------------------------
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 which financial statement item the
registrant has elected to follow.

         Item 17 _____                 Item 18    X
                                           ----------




















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                        TABLE OF CONTENTS


                                                             PAGE
PART I
   Item 1.    Identity of Directors, Senior Management and
              Advisors.........................................6
   Item 2.    Offer Statistics and Expected Timetable  ........6
   Item 3.    Key Information  ................................6
   Item 4.    Information on the Company......................12
   Item 5.    Operating and Financial Review and Prospects....25
   Item 6.    Directors, Senior Management and Employees......29
   Item 7.    Major Shareholders and Related Party Transaction31
   Item 8.    Financial Information...........................31
   Item 9.    The Offer and Listing...........................32
   Item 10.   Additional Information..........................32
   Item 11.   Quantitative and Qualitative Disclosures about
              Market Risk.....................................33
   Item 12.   Description of Securities Other Than Equity
              Securities......................................35

Part II
   Item 13.   Defaults, Dividend Arrearages and
              Delinquencies ..................................35
   Item 14.   Material Modifications to the Rights of Security
              Holders and Use of Proceeds.....................35
   Item 15.   [Reserved] .....................................36
   Item 16.   [Reserved]  ....................................36

Part III
   Item 17.   Financial Statements ...........................36
   Item 18.   Financial Statements  ..........................36
   Item 19.   Exhibits  .....................................A-1




















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    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-B) 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," "except,"
"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 OPEC's
petroleum production levels 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


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accidents or political events, and other important factors
described from time to time in the reports filed by Golden State
Petro (IOM 1-B) PLC with the Securities and Exchange Commission.


















































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                             PART I


ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3.  KEY INFORMATION

A. SELECTED FINANCIAL DATA

The selected income statement data of the Company with respect to
the fiscal years ended December 31, 2000, 1999 and 1998, and the
selected balance sheet data with respect to the fiscal years
ended December 31, 2000 and 1999, 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 income statement data with respect to the fiscal year
ended December 31, 1997 and the fiscal period ended December 31,
1996 and the selected balance sheet data with respect to the
fiscal years ended December 31, 1998 and 1997 and the fiscal
period ended December 31, 1996 has 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
Consolidated Financial Statements and Notes thereto included
herein. The Company's accounts are maintained in US dollars.

                                                                Period Ended
                               Year Ended December 31,          December 31
                   -------------------------------------------  -------------
                     2000         1999        1998        1997        1996
                   --------     --------    --------    --------    --------

(in US$, except
share data)
Total revenues   10,232,819   8,561,623    2,811,514   3,525,454     48,955
Net income (loss)   134,659    (357,487)    (722,885)   (585,522)   (18,054)
Cash dividends
per share                 -           -            -           -          -
Vessel, net      80,818,493  84,035,117            -           -          -
Vessel under
construction              -           -   57,190,518  42,437,663 39,474,565
Total Assets     89,799,484  91,557,744   91,915,231  92,638,119 62,468,436
Total Short Term
Note Obligations  3,450,000   2,650,000            -           -          -
Total Long Term


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Note
  Obligations    84,250,000  87,700,000   90,350,000  90,350,000 63,350,000
Common Shares             2           2            2           2          2
Common Shares
Outstanding               2           2            2           2          2

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D. RISK FACTORS

Please note: In this section, "we", "us" and "our" all refer to
the Company.

THE CYCLICAL NATURE OF THE TANKER INDUSTRY MAY LEAD TO VOLATILE
CHANGES IN CHARTER RATES WHICH MAY ADVERSELY AFFECT OUR EARNINGS

Our vessel is currently operated under a bareboat charter to
Chevron Transport Corporation.  The charter commenced on March
15, 1999, the delivery date of our vessel, and ends on the
eighteenth anniversary of such delivery date.  Chevron Transport
Corporation has an option to terminate the charter on the eighth
anniversary of the delivery date of the vessel and on each of the
four subsequent two-year anniversaries thereof.

If the tanker industry, which has been cyclical, is depressed in
the future when our vessel's charter expires or is terminated,
our earnings and available cash flow may decrease.  Our ability
to recharter our vessel on the expiration or termination of its
current charter and the charter rates payable under any renewal
or replacement charters 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.

ANY DECREASE IN SHIPMENTS OF CRUDE OIL FROM THE ARABIAN GULF MAY
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE

The demand for our very large crude carrier, or VLCC, oil tanker
derives primarily from demand for Arabian Gulf crude oil, 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 Arabian Gulf crude oil.  One such


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factor is the price of worldwide crude oil.  The world's oil
markets have experienced high levels of volatility in the last 25
years.  If oil prices were to rise dramatically, the economies of
the world's industrial countries may experience a significant
downturn.

Any decrease in shipments of crude oil from the Arabian Gulf
would have a material adverse effect on our financial performance
at any time after the expiration or termination of our current
charter with Chevron Transport Corporation.  Among the factors
which could lead to such a decrease are:

         -    increased crude oil production from non-Arabian
              Gulf areas;

         -    increased refining capacity in the Arabian Gulf
              area;

         -    increased use of existing and future crude oil
              pipelines in the Arabian Gulf area;

         -    a decision by Arabian Gulf 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 political or
              other factors; and

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

BECAUSE OUR CHARTER MAY BE TERMINATED IN MARCH 2007, WE MAY INCUR
ADDITIONAL EXPENSES AND NOT BE ABLE TO RECHARTER OUR VESSEL
PROFITABLY

Golden State Petroleum Transport Corporation, a Delaware
corporation as an agent for the Company and Golden State Petro
(IOM I-A) PLC, 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").  The principal amount of the Term Notes and the Serial
Notes allocated to the Company is $63,550,000 and $26,800,000
respectively. The proceeds from the offering and sale of the
Notes allocated to the Company, were used by the Company to fund
the construction of its vessel.

Chevron Transport Corporation has its first option to terminate
its charter on March 15, 2007 and on each of the four subsequent
two-year anniversaries thereof. Chevron Transport Corporation has
the sole discretion to exercise these options and will not owe


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any fiduciary or other duty to the holders of the Notes in
deciding whether to exercise the termination options, and the
charterer's decision may be contrary to our interests or those of
the holders of the Notes.

We cannot predict at this time any of the factors that the
charterer will consider in deciding whether to exercise any of
its termination options under the charter.  It is likely,
however, that the charterer would consider a variety of factors,
which may include whether a vessel is surplus or suitable to the
charterer's requirements and whether competitive charterhire
rates are available to the charterer in the open market at that
time.

In the event Chevron Transport Corporation does terminate our
current charter, we will attempt to arrange a replacement
charter, or may sell the vessel.  Replacement charters may
include shorter term time charters and employing the 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 Notes.

WE OPERATE IN THE HIGHLY COMPETITIVE INTERNATIONAL TANKER MARKET
WHICH COULD AFFECT OUR POSITION AT THE END OF OUR CURRENT CHARTER
AND IF CHEVRON TRANSPORT CORPORATION TERMINATES ITS CHARTER
EARLIER

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 we do.
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 our existing charter with Chevron
Transport Corporation we are not exposed to the risk associated
with this competition.  At the end of our current charter and in
the event that Chevron Transport Corporation terminates the
charter in March 2007 or at any subsequent optional termination
date, 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.




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COMPLIANCE WITH ENVIRONMENTAL LAWS OR REGULATIONS MAY ADVERSELY
AFFECT OUR EARNINGS AND FINANCIAL CONDITIONS AT THE END OF THE
EXISTING CHARTER OR IF CHEVRON TRANSPORT CORPORATION TERMINATES
ITS CHARTER PRIOR TO THAT TIME

Regulations in the various states and other jurisdictions in
which our vessel trades affect our business.  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 Transport
Corporation is responsible for all operational matters and bears
all these expenses during the term of our current charter, these
expenses could have an adverse effect on our business operations
at any time after the expiration or termination of the charter or
in the event Chevron Transport Corporation fails to make a
necessary payment.

WE MAY NOT HAVE ADEQUATE INSURANCE IN THE EVENT EXISTING CHARTERS
ARE NOT RENEWED

There are a number of risks associated with the operation of
ocean-going vessels, including mechanical failure, collision,
property loss, cargo loss or damage and business interruption due
to political circumstances in foreign countries, hostilities and
labor strikes.  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.
Under the existing charter, Chevron Transport Corporation bears
all risks associated with the operation of our vessel including
the total loss of the vessel.  However, we cannot assure holders
of the Notes that we will adequately insure against all risks at
the end of the existing charter or in the event our existing
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.

WE ARE HIGHLY DEPENDENT ON CHEVRON TRANSPORT CORPORATION AND ITS
GUARANTOR

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




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WE MAY NOT BE ABLE TO PAY DOWN OUR DEBT IN THE FUTURE, WHICH
COULD RESULT IN THE LOSS OF OUR VESSEL

We currently 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
Notes 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, could have a material adverse effect on us and you.

GOVERNMENTS COULD REQUISITION OUR VESSELS 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 charter at dictated charter rates.  Generally,
requisitions occur during a period of ware or emergency.
Government requisition of our vessel would negatively impact our
revenues.

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 are not listed on any national securities exchange or
traded on the Nasdaq National Market 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 our Notes, 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 and the Exchange Act.
We cannot assure you that an active trading market will exist for
the Notes or that any market for the Notes will be liquid.

SUBSTANTIAL LEVERAGE AND DEBT SERVICE COULD AFFECT OUR ABILITY TO
GROW AND SERVICE OUR DEBT OBLIGATIONS

We are highly leveraged.  As of December 31, 2000, we had $87.7
million in total indebtedness outstanding and a stockholders'
deficit of $1.5 million.  The degree to which we are leveraged


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could have important consequences for the holders of our Notes,
including:

         --   our ability to obtain additional financing for
              working capital, capital expenditures, acquisitions
              or general corporate purposes may be limited;

         --   we must dedicate a substantial portion of our cash
              flow from operations to the payment of interest on
              our Notes and any future indebtedness, which
              reduces the funds available to us for other
              purposes;

         --   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.

WE HAVE A LIMITED BUSINESS PURPOSE WHICH LIMITS OUR FLEXIBILITY

The activity of the Company is limited to issuing the Notes,
engaging in the acquisition, disposition, ownership, and
chartering of a VLCC oil tanker.  During the terms of our charter
with Chevron Transport Corporation 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-B) PLC (the "Company"), and Golden
State Petro (IOM I-A) PLC ("IOM I-A") (together, the
"Companies"), are Isle of Man public limited companies, each
formed for the purpose of acquiring and chartering a very large
crude oil carrier ("VLCC" or "Vessel").

Golden State Petroleum Transport Corporation ("GSPTC"), a
Delaware corporation as an agent for the Company and IOM I-A,
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").  The
principal amount of the Term Notes and the Serial Notes allocated
to the Company is $63,550,000 and $26,800,000 respectively.  The


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proceeds from the offering and sale of the Notes allocated to the
Company, were used by the Company to fund the construction of a
VLCC 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 Transport
Corporation (the "Initial Charterer") which is an indirect,
wholly-owned subsidiary of Chevron Corporation.  The Vessel, the
"J. Bennett Johnston", was accepted by the Company under the
building contract on March 15, 1999 and concurrently was
delivered to the Initial Charterer under an initial charter for a
term of eighteen years (the "Initial Charter"). The J. Bennett
Johnston is a double-hulled carrier of approximately 308,500
deadweight tonnes ("dwt") and is currently registered under the
Bahamian Flag.  The Initial Charterer has an option to terminate
the charter on the eighth anniversary of the delivery date of the
Vessel.  The Initial Charterer's obligations under the Initial
Charter are guaranteed by Chevron Corporation.

The Company, IOM I-A, and GSPTC are wholly-owned subsidiaries of
Golden State Holdings I, Limited ("GSH"), an Isle of Man holding
company.  Prior to May 12, 1998, GSH was wholly-owned by
Cambridge Petroleum Transport Corporation, a Cayman Islands
company ("CPTC").  On May 12, 1998, all of the issued and
outstanding shares of GSH were transferred by 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, 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, the Chairman and Chief Executive Officer
of Frontline.

The Company is chartering the Vessel to the Initial Charterer
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) the Company's 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 (the "Indenture Trustee") and
(v) any other costs and expenses incidental to the ownership and
chartering of the Vessel that are to be paid by the Company and
to fund a debt service reserve fund and (b) that the Vessel will
be maintained in accordance with good commercial maintenance
practices, and to arrange for vessel management and re-marketing
services to be available in case any Initial Charter is



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terminated or the Vessel is for any other reason returned to the
possession and use of the Company.

The Company was 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.  The Company conducts its business and is
resident in the Isle of Man; to date it has not incurred taxation
on its income and should not, under current law and practice in
such jurisdictions, incur such taxation in the future.

The principal executive offices of the Company are located at 15-
19 Athol Street, Douglas, Isle of Man IM1 1LB and its telephone
number is 011 (44) 1624-638303.

B. BUSINESS OVERVIEW

Under a management agreement (a "Management Agreement") with each
Company, Frontline provides administrative, ship management and
advisory services to the Companies as manager ("Manager").
Pursuant to each Management Agreement, the Manager receives a fee
(the "Management Fee") of $50,000 per year per Vessel.  All costs
of maintaining the corporate status of the Company, accounting
and auditing fees and other related costs ("Recurring Fees") are
payable by the Manager from the Management Fee.  The Management
Fee is payable semi-annually.  The Companies believe that the
Management Fee will be sufficient to cover the Companies'
anticipated expenses during the term of the Initial Charter.

CHARTER MARKET

The Initial Charter

Pursuant to the Initial Charter, the Initial Charterer has agreed
to charter the Vessel commencing on its delivery date and ending
on the eighteenth anniversary of such delivery date.  Pursuant to
the Initial Charter, the Initial Charterer 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 shall be $27,199 per
day. Charter hire after the Fixed Period will be $28,500.  During
the term of the Initial Charter, the Company is not liable for
any expense in operating, registering, documenting, insuring,
repairing or maintaining the Vessel and is not required to supply
a vessel or any part thereof if the Vessel or any part thereof is
lost, damaged, rendered unfit for use, confiscated, seized,


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requisitioned, restrained or appropriated.  Pursuant to the
Initial Charters, the Initial Charterer is required to pay
charter hire in respect of the Vessel without offset or deduction
for any reason whatsoever.

Remarketing

In the event the Initial Charterer gives notice to the Company 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.
("McQuilling") and ACM Shipping Limited ("ACM Shipping") have
agreed to provide on a non-exclusive basis remarketing services
if the Initial Charterer exercises its option to terminate the
Initial Charter for the 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 which has strong relationships with the
major oil companies.  ACM Shipping has been in the ship brokerage
business since 1982.

If the Initial Charterer elects to terminate the Initial Charter
for the Vessel on the first Optional Termination Date for the
Initial Charter, the allocated principal amount of the Notes for
the Vessel will be approximately $63.55 million.  All of the
Serial Notes will have matured on or prior to such date.  If (i)
the Initial Charterer elects to terminate the Initial Charter for
the Vessel, (ii) an acceptable replacement charter has not been
entered into and (iii) such 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 the related
Vessel, minimum bareboat charter hire payments of approximately
$18,569 per day per Vessel, would be required upon recharter.
The foregoing charter hire rates would not cover $10,995,000 of
the final principal payment allocated to the Vessel.  The
$10,995,000 is less than current estimates of the approximate
residual value of the respective Vessel on the date of the final
payment.  No assurance can be given as to the residual or scrap
value of the 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.

Charter Rates and the Market for Secondhand Vessels

The shipping industry is highly cyclical, experiencing volatility
in profitability, vessel values and charter rates.  In
particular, freight and charterhire rates are strongly influenced
by the supply and demand for shipping capacity.




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The factors affecting the supply and demand for tanker vessels
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 conditions;

         -    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; and

         -    the number of vessels that are out of service.

Tanker values have generally experienced high volatility. The
fair market value of oil tankers, including the vessel, can be
expected to fluctuate, depending upon general economic and market
conditions affecting the tanker industry and competition from
other shipping companies, types and sizes of vessels, and other
modes of transportation. In addition, as vessels grow older, they
may be expected to decline in value. These factors will affect
the value of the vessel at the termination or expiration of the
current charter.

Since the mid-1970s, during most periods there has been a
substantial worldwide oversupply of crude oil tankers, including
VLCCs. In addition, the market for secondhand VLCCs has generally
been weak since the mid-1970s. Notwithstanding the aging of the
world tanker fleet and the adoption of new environmental
regulations which will result in a phaseout of many single hull
tankers, significant deliveries of new VLCCs would adversely
affect market conditions.

Competition

The market for international seaborne crude oil transportation
services is highly fragmented and competitive.  Seaborne crude
oil transportation services generally are provided by two main
types of operators: major oil company captive fleets (both
private and state-owned) and independent shipowner fleets.  In
addition, several owners and operators pool their vessels
together on an ongoing basis, and such pools are available to


                               16



<PAGE>

customers to the same extent as independently owned and operated
fleets.  Many major oil companies and other oil trading companies
also operate their own vessels and use such vessels not only to
transport their own crude oil but also to transport crude oil for
third party charterers in direct competition with independent
owners and operators in the tanker charter market.  Competition
for charters is intense and is based upon price, location, size,
age, condition and acceptability of the vessel and its manager.
Competition is also affected by the availability of other size
vessels to compete in the trades in which the Company engages.

INSPECTION, INSURANCE AND REGULATION

Inspection by Classification Society

Every commercial vessel's hull and machinery must be "classed" by
a classification society authorized by its country of registry.
The classification society ensures that a vessel is constructed
and equipped in accordance with the International Maritime
Organization (the "IMO") regulations and the Safety of Life at
Sea Convention.

A vessel must be inspected by a surveyor of the classification
society every year ("Annual Survey"), every two years
("Intermediate Survey") and every four years ("Special Survey").
Each vessel is also required to be dry docked every 30 to 60
months for inspection of the underwater parts of the vessel.  If
any defects are found, the classification surveyor will issue a
"recommendation" which has to be acted upon, and the defect must
be rectified by the shipowner within a prescribed time limit.  At
the Special Survey, the vessel is examined thoroughly, including
an inspection to determine the thickness of the steel plates in
various parts of the vessel, and repairs may be recommended.  For
example, if the thickness of the steel plates is found to be less
than class requirements, steel renewals will be prescribed.  A
one-year grace period may be granted by the classification
society to the shipowner for completion of the Special Survey.
If the vessel experiences excessive wear and tear, substantial
amounts of money may have to be spent for steel renewals to pass
a Special Survey.  In lieu of the Special Survey every four years
(five years, if grace is given), a shipowner has the option of
arranging with the classification society for the vessel's hull
or machinery to be on a continuous survey cycle, whereby every
part of the vessel is surveyed within a five-year cycle.
Insurance underwriters make it a condition of insurance coverage
for the vessel to be "classed" and "class maintained" and the
failure of a vessel to be "classed" and "class maintained" may
render such a vessel unusable.

The Vessel will be maintained during the term of the Initial
Charter by the Initial Charterer in accordance with good


                               17



<PAGE>

commercial maintenance practice commensurate with other vessels
in the Initial Charterer's fleet of similar size and trade, as
required by the Initial Charter.  The Initial Charter requires
the Initial Charterer to return the Vessel on termination of the
Initial Charter "in class" under the rules of the American Bureau
of Shipping (or another classification society previously
approved by the Company).  In addition, the Company has the right
to inspect the Vessel and to require surveys upon redelivery, and
the Initial Charterer will be responsible for making or
compensating the Company for certain necessary repairs in
connection with such redelivery.

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, the Vessel may be
operated through the world in any lawful trade for which the
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 a Vessel.

Under the Initial Charter, the Initial Charterer is entitled to
self-insure against marine and war risks relating to the Vessel
and against protections and indemnity risks relating to the
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 the Company 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.

The Initial Charterer will, pursuant to the Initial Charter,
indemnify the Company from damages arising from a failure to
maintain any financial responsibility requirements whether
relating to oil or other pollution damage.  The Initial Charterer
will also indemnify the Company to the extent losses, damages or
expenses are incurred by the Company relating to oil or other


                               18



<PAGE>

pollution damage as a result of the operation of the Vessel by
the Initial Charterer.

Environmental and Other Regulations

         Government regulation significantly affects the
ownership and operation of our vessels.  The various types of
governmental regulation that affect our vessel include
international conventions, national, state and local laws and
regulations in force in the countries in which our vessels may
operate or where our vessels are registered.  We cannot predict
the ultimate cost of complying with these requirements, or the
impact of these requirements on the resale value or useful lives
of our vessel.  Various governmental and quasi-governmental
agencies require us to obtain permits, licenses and certificates
for the operation of our vessel.  Although we believe that we are
substantially in compliance with applicable environmental and
regulatory laws and have all permits, licenses and certificates
necessary for the conduct of our operations, future non-
compliance or failure to maintain necessary permits or approvals
could require us to incur substantial costs or temporarily
suspend operation of our vessel.

         We believe that the heightened environmental and quality
concerns of insurance underwriters, regulators and charterers are
leading to greater inspection and safety requirements on all
vessels and may accelerate the scrapping of older vessels
throughout the industry.  Increasing environmental concerns have
created a demand for modern vessels that are able to conform to
the stricter environmental standards.  We maintain high operating
standards for our vessel that emphasize operational safety,
quality maintenance, continuous training of our crews and
officers and compliance with United States and international
regulations.

         Our vessel is subject to both scheduled and unscheduled
inspections by a variety of governmental and private entities,
each of which may have unique requirements.  These entities
include the local port authorities such as the Coast Guard,
harbor master or equivalent, classification societies, flag state
administration or country of registry, and charterers,
particularly terminal operators and major oil companies which
conduct frequent vessel inspections.

Environmental Regulation--IMO.

         In April 2001, the International Maritime Organization,
or IMO, the United Nations' agency for maritime safety, revised
its regulations governing tanker design and inspection
requirements.  The proposed regulations, which are expected to
become effective September 2002 provided they are ratified by the


                               19



<PAGE>

IMO member states, provide for a more aggressive phase-out of
single hull oil tankers as well as increased inspection and
verification requirements.  They provide for the phase-out of
most single hull oil tankers by 2015 or earlier, depending on the
age of the vessel and whether or not the vessel complies with
requirements for protectively located segregated ballast tanks.
Segregated ballast tanks use ballast water that is completely
separate from the cargo oil and oil fuel system.  Segregated
ballast tanks are currently required by the IMO on crude oil
tankers constructed after 1983.  The changes, which will likely
increase the number of tankers that are scrapped beginning in
2004, are intended to reduce the likelihood of oil pollution in
international waters.

         The proposed regulation identifies three categories of
tankers based on cargo carrying capacity and the presence or
absence of protectively located segregated ballast tanks.  Under
the new IMO regulations, single-hull oil tankers with carrying
capacities of 20,000 deadweight, or dwt, tons 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 IMO requirements for protectively located
segregated ballast tanks will be phased out no later than 2007.
Single-hull oil tankers with similar carrying capacities which do
comply with IMO requirements for protectively located segregated
ballast tanks are to be phased out by 2015, depending on the date
of delivery of the vessel.  All other single-hull oil tankers
with carrying capacities of 5,000 dwt and above and not falling
into one of the above categories will also be phased out by 2015,
depending on the date of delivery of the vessel.

         The Company's Vessel has a double hull and complies with
the proposed IMO regulations.

         The requirements contained in the International Safety
Management Code, 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.  Our vessel
manager is certified as an approved ship manager under the ISM
Code.

         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
code requirements for a safety management system.  No vessel can
obtain a certificate unless its manager has been awarded a



                               20



<PAGE>

Document of Compliance, issued by each flag state, under the ISM
Code.  Our vessel has received a safety management certificate.

         Noncompliance with the ISM Code and other IMO
regulations may subject the shipowner or a 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.  Both 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 continues to review and introduce new
regulations on a regular basis.  It is impossible to predict what
additional regulations, if any, may be passed by the IMO, whether
those regulations will be adopted by member countries and what
effect, if any, such regulations might have on the operation of
oil tankers.  Because patterns of world crude oil trade are not
constant, the Vessel may load crude oil in any crude oil
producing areas of the world for delivery to areas where oil
refineries are located.  In the Company's opinion, trading of the
Vessel in such areas will not expose the Vessel to regulations
more stringent than those of the United States and/or the IMO.
However, additional laws and regulations may be adopted which
could limit the use of oil tankers such as the Vessel in oil
producing and refining regions.

Environmental Regulation--OPA/CERCLA

         The U.S. Oil Pollution Act of 1990, or OPA, established
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 U.S. or its territories or
possessions, or whose vessels operate in the waters of the U.S.,
which include the U.S. territorial waters and the two hundred
nautical mile exclusive economic zone of the U.S.  The
Comprehensive Environmental Response, Compensation and Liability
Act, or CERCLA, applies to the discharge of hazardous substances
whether on land or at sea.  Both OPA and CERCLA impact our
operations.

         Under OPA, vessel owners, operators and bareboat or
"demise" charterers are "responsible parties" who are all liable
regardless of fault, individually and as a group, for all
containment and clean-up costs and other damages arising from oil
spills from their vessels.  These "responsible parties" would not
be liable if the spill results solely from the act or omission of
a third party, an act of God or an act of war.  The other damages
aside from clean-up and containment costs are defined broadly to
include:


                               21



<PAGE>

         -    natural resource damages and related assessment
              costs;

         -    real and personal property damages;

         -    net loss of taxes, royalties, rents, profits or
              earnings capacity;

         -    net cost of public services necessitated by a spill
              response, such as protection from fire, safety or
              health hazards; and

         -    loss of subsistence use of natural resources.

         OPA limits the liability of responsible parties to the
greater of $1,200 per gross ton or $10 million per tanker that is
over 3,000 gross tons.  This is subject to possible adjustment
for inflation.  OPA 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 their own 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
million.  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 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 will call.

         OPA requires owners and operators of vessels to
establish and maintain with the Coast Guard evidence of financial
responsibility sufficient to meet the limit of their potential
strict liability under OPA.  The Coast Guard has enacted
regulations requiring evidence of financial responsibility in the
amount of $1,500 per gross ton for tankers, coupling the OPA
limitation on liability of $1,200 per gross ton with the CERCLA
liability limit of $300 per gross ton.  Under the regulations,
evidence of financial responsibility may be demonstrated by


                               22



<PAGE>

insurance, surety bond, self-insurance or guaranty.  Under OPA
regulations, an owner or operator of more than one tanker will be
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 liability under OPA/CERCLA.

         Under OPA, with limited exceptions, all newly-built or
converted tankers operating in U.S. waters must be built with
double-hulls.  Existing vessels that do not comply with the
double-hull requirement must be phased out over a 20-year period
beginning in 1995 based on size, age and place of discharge,
unless retrofitted with double-hulls.  Notwithstanding the phase-
out period, OPA currently permits existing single-hull tankers to
operate until the year 2015 if their operations within U.S.
waters are limited to:

         -    discharging at the Louisiana Offshore Oil Port,
              also known as the LOOP; or

         -    unloading with the aid of another vessel, a process
              referred to in the industry as "lightering," within
              authorized lightering zones more than 60 miles off-
              shore.

         Owners or operators of tankers operating in the waters
of the U.S. must file vessel response plans with the Coast Guard,
and their tankers are required to operate in compliance with
their 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.

Environmental Regulation--Other

         Although the U.S. is not a party to these conventions,
many countries have ratified and follow the liability scheme
adopted by the IMO and set out in the International Convention on
Civil Liability for Oil Pollution Damage, 1969, or CLC.  Under
this convention, a vessel's registered owner is strictly liable
for pollution damage caused in the territorial waters of a
contracting state by discharge of oil, subject to some complete
defenses.  Liability is limited to approximately $183 per gross


                               23



<PAGE>

registered ton or approximately $19.3 million, whichever is less.
If, however, the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum liability rises to
$82.7 million.  The limit of liability is tied to a unit of
account which varies according to a basket of currencies.  The
right to limit liability is forfeited under the CLC 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 which are party to
this convention must provide evidence of insurance covering the
limited liability of the owner.  In jurisdictions where the CLC
has not been adopted, various legislative schemes or common law
govern, and liability is imposed either on the basis of fault or
in a manner similar to the CLC.

         In addition, 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.  OPA specifically permits individual states to impose their
own liability regimes with regard to oil pollution incidents
occurring within their boundaries, and many states have enacted
legislation providing for unlimited liability for oil spills.

         It is impossible to predict what additional legislation,
if any, may be promulgated by the United States or any other
country or authority.

Proposed EU Regulations

         The International Maritime Organization has approved an
accelerated timetable for the phase-out of single hull oil
tankers.  The new regulations, expected to take effect in
September 2002 provided they are ratified by the IMO member
states, require the phase-out of most single hull oil tankers by
2015 or earlier, depending on the age of the tanker and whether
or not it has segregated ballast tanks.  Under the new
regulations the maximum permissible age for single hull tankers
after 2007 will be 26 years, as opposed to 30 years under current
regulations.  The amendments to the International Convention for
the Prevention of Marine Pollution from Ships 1973, as amended in
1978, accelerates the phase-out schedule previously set by the
IMO in 1992.  We expect that the European Union will incorporate
the IMO regulations so that port states may enforce them.

         The sinking of the oil tanker Erika off the coast of
France on December 12, 1999 polluted more than 250 miles of
French coastline with heavy oil.  Following the spill, the
European Commission adopted a "communication on the safety of oil
transport by sea," also named the "Erika communication."


                               24



<PAGE>

         As a part of this, the Commission has adopted a proposal
for a general ban on single-hull oil tankers.  The timetable for
the ban shall be similar to that set by the United States under
OPA in order to prevent oil tankers banned from U.S. waters from
shifting their trades to Europe.  The ban plans for a gradual
phase-out of tankers depending on vessel type:

         -    Single-hull oil tankers larger than 20,000 dwt
              without protective ballast tanks around the cargo
              tanks.  This category is proposed to be phased out
              by 2005.

         -    Single-hull oil tankers larger than 20,000 dwt in
              which the cargo tank area is partly protected by
              segregated ballast tank.  This category is proposed
              to be phased out by 2010.

         -    Single-hull tankers below 20,000 dwt.  This
              category is proposed to be phased out by 2015.

         In addition, Italy has announced a ban of single hull
crude oil tankers over 5,000 dwt from most Italian ports,
effective April 2001.  This ban will be placed on oil product
carriers, effective December 1, 2001.  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.

C. ORGANIZATIONAL STRUCTURE

The Company, IOM I-A, 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 Hemen, a Cyprus company.  Hemen is the
principal shareholder of Frontline and is indirectly controlled
by Mr. John Fredriksen, the Chairman and Chief Executive Officer
of Frontline.

The Company does not have any subsidiaries.

D. PROPERTY, PLANTS AND EQUIPMENT

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

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The Company was formed as an Isle of Man public limited company
for the purpose of acquiring and chartering a Vessel.


                               25



<PAGE>

At the time of the issuance of the Notes by GSPTC (the "Closing
Date"), the Company (i) received the net proceeds from the sale
of the Notes, (ii) paid the first installment of the purchase
price of the 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 (the "Pre-Funding Account").  In addition,
the Company entered into a building contract (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, the
operations of the Company 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 the
Registration Rights Agreement.

The Vessel was accepted by the Company under the Building
Contract on March 15, 1999 and concurrently was delivered to the
Initial Charterer.

Following delivery of the Vessel, the operations of the Company
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 the
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.

RESULTS OF OPERATIONS

Year Ended December 31, 2000 compared with the Year Ended
December 31, 1999

In the year ended December 31, 2000 the Company earned $9,927,635
charter income, which represents the hire for one complete year
at a rate of $27,199 per day, compared with $7,908,109 in 1999
which is the hire earned since delivery on March 15, 1999.  In
the year ended December 31, 2000, the Company earned $305,184
interest income, decreased from $653,514 in 1999 due to higher
average cash balances in 1999, prior to the delivery of the
vessel.



                               26



<PAGE>

Interest expense was $6,735,572 in 2000 compared with $6,092,625
in 1999, the decrease being due to the repayment of $2,650,000 of
Serial Notes on February 1, 2000.

Depreciation expense increased from $2,680,521 in 1999 to a full
year's charge of $3,216,624 in 2000.  Management fees and
amortization of debt issue costs were unchanged in 2000 compared
with 1999, being $50,000 and $95,964 in both years, respectively.

Year Ended December 31, 1999 compared with the Year Ended
December 31, 1998

In the year ended December 31, 1999, the Company earned
$7,908,109 charter income, which represents the hire for the
period from delivery on March 15, 1999 at a rate of $27,199 per
day.  In the year ended December 31, 1999, the Company earned
$653,514 interest income, reduced from $2,811,514 in 1998 due to
a reduction in income generating investments which were utilized
in 1998 to fund Vessel purchase installments.

Interest expense was $6,092,625 in 1999 compared with $3,388,435
in the 1998.  In 1998, $3,501,631 of interest was capitalized in
the cost of the Vessel.

Depreciation expense of $2,680,521 represents approximately ten
month's charge following the Vessel's delivery.

In 1999, the Company paid interest on the Notes of $6,890,064
(1998 - $6,890,068) and paid vessel purchase installments of
$28,727,681 (1998 - $11,251,224).

Management does not believe that inflation will significantly
affect the Company's expenses over the term of the Charter. In
the event that inflation becomes a significant factor in the
world economy, management believes that inflationary pressures
could materially and adversely affect the market for crude oil
and oil tankers (including the Vessel) and result in increased
vessel operating costs. These factors may affect the Charterer's
decision as to whether to terminate the current charter.

B. LIQUIDITY AND CAPITAL RESOURCES

Through the contractual delivery date of the Vessel, interest on
the Notes has been payable from amounts on deposit in the Pre-
Funding Account.  Since the delivery date, the Company's sources
of funds are charter hire payments for the Vessel, earnings on
permitted investments and the proceeds from the sale, if any, of
the Vessel.  The Company does not have, nor will it have in the
future, any other source of capital for payment of the Notes.




                               27



<PAGE>

On the Closing Date, the Company (i) received $89.1 million
reflecting the proceeds from the sale of the Notes, net of the
initial purchaser's discounts and commissions and financial
advisory fees, (ii) paid $38.9 million which represents the first
installment of the contract purchase price of its Vessel (iii)
paid $0.5 million in legal, printing, rating and other fees and
expenses and (iv) deposited $49.7 million into the Pre-Funding
Account.

On the first Optional Termination Date with respect to the
Vessel, the Company will have a balance in the debt service
reserve fund of at least $9.1 million, assuming no prior
withdrawals from the debt service reserve fund, and will have
outstanding an aggregate principal amount of Term Notes of $63.55
million.

To the extent that the Initial Charterer does not terminate the
Initial Charter, the balance of funds on deposit in the debt
service reserve fund will exceed the amount of the Term Notes
outstanding by approximately August 1, 2014.  To the extent that
the Initial Charterer terminates the Initial Charter at the first
Optional Termination Date thereof, the average daily bareboat
charter hire rate that would be sufficient to permit timely
payments of principal and interest on the Term Notes until their
maturity date is approximately $18,569.

The foregoing determination assumes that amounts remaining in the
trust accounts will be invested in permitted investments that
will provide a return of 7.0% per annum compounded monthly for
funds on deposit in the Pre-Funding Account and a return of 6.0%
per annum compounded monthly for funds on deposit in the revenue
account and the debt service reserve fund.  On the Closing Date,
guaranteed investment contracts for funds on deposit in the Pre-
Funding Account and revenue account (until the latest maturity
date of the Serial Note) rated at least "Aa" or "AA" by Moody's
or Standard & Poor's, respectively, were available with at least
the assumed annual rate of return and the Company believes that
guaranteed investment contracts for certain funds on deposit with
the Indenture Trustee other than in the Pre-Funding Account or
the revenue account (until the latest maturity date of the Serial
Notes) rated at least "A" by Moody's or Standard & Poor's will be
available with at least the assumed annual rate of return for
such amounts until the latest maturity date of the Term Notes.
The annual rate of return on permitted investments of amounts
remaining in any trust account on or after August 1, 2014 cannot
be predicted.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC

Not Applicable



                               28



<PAGE>

D. TREND INFORMATION

Not Applicable

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

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

Name                    Age             Position with the Company
----                    ---             -------------------------
Andrew James Baker      42              Secretary
Kate Blankenship        36              Director
John Michael Killip     57              Director
Tor Olav Troim          38              Director

Andrew James Baker: Isle of Man resident secretary 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:  Mrs. Blankenship has been a director of Golden
State Petro (IOM I-B) PLC since November 1, 1998.  She has been
employed by Frontline since 1994 and is currently the Chief
Accounting Officer and Secretary.  Prior to joining Frontline,
she was a manager with KPMG Peat Marwick in Bermuda.  Mrs.
Blankenship is a member of the Institute of Chartered Accountants
in England and Wales.

John Michael Killip: non executive Isle of Man resident director
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 10 years.

Tor Olav Troim:  Mr. Troim has been a director of Golden State
Petro (IOM I-B) PLC since November 1, 1998.  Mr. Troim has been a
director of Frontline since July 1, 1996.  Mr. Troim also serves
as a director of Frontline AB, ICB Shipping AB and Frontline
Management, all subsidiaries of Frontline. Until April, 2000 Mr.
Troim was the Chief Executive Officer of Frontline Management,
which company supports the Company in the implementation of
decisions made by the Board of Directors. Mr. Troim also serves


                               29



<PAGE>

as a consultant to Sea Tankers and since May 2000, has been a
director and Vice-Chairman of Knightsbridge Tankers Limited, a
Bermuda company listed on the NASDAQ National Market. He is a
director of Aktiv Inkasso ASA, Northern Oil ASA and Northern
Offshore Ltd, all Norwegian publicly listed companies. 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.

B. COMPENSATION

During 2000, the Company paid its directors and officers
aggregate compensation of Pound Sterling 750.

C. BOARD PRACTICES

In accordance with the Memorandum and Articles of Association of
the Company the number of Directors shall not be subject to any
maximum unless otherwise determined by ordinary resolution. The
Company may from time to time in general meeting increase or
reduce the number of Directors. The Company may by special
resolution remove any Director or by ordinary resolution appoint
any person to be a Director. The Directors have power at any
time, and from time to time, to fill any casual vacancy occurring
in the Board of Directors or to appoint a person as an additional
Director

The Secretary of the Company is appointed by the Board of
Directors and shall hold office for such period and on such terms
as the Board 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

The Company does not have any employees involved in the
management of the Vessel.

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

E. SHARE OWNERSHIP


                               30



<PAGE>

At June 15, 2001, none of the directors or officers of the
Company owned any common shares of the Company.

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Except as set forth below, the Registrant is not aware of any
beneficial owner of more than 5% of the Company's Common Stock as
of close of business on June 15, 2001.
                      Beneficial Ownership

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

Common Shares  Hemen Holding Limited*    2            100%

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

There are no differences in the voting rights of the major
shareholders.

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

Not Applicable

C.  INTERESTS OF EXPERTS AND COUNSEL

Not Applicable

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings
____________________

*      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.


                               31



<PAGE>

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

Not Applicable

ITEM 9.  THE OFFER AND LISTING

Not applicable.

The Notes do not trade on an organized exchange but rather trade
in private transactions among the parties.

ITEM 10.  ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

         Incorporated by reference to Exhibit 3.3 in the
Registration Statement of GoldenState 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.

C. MATERIAL CONTRACTS

Not Applicable

D. EXCHANGE CONTROLS

Not Applicable

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,



                               32



<PAGE>

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

The Company is 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. 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 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549 and at the Commission's Regional Offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Northwestern Atrium Center, Chicago, Illinois
60661.  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 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 the office of the Manager at Mercury House, 101
Front Street, Hamilton, Bermuda.

I. SUBSIDIARY INFORMATION

Not Applicable.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                   RISK

(a)  Quantitative information about market risk

     i)  Serial Notes


                               33



<PAGE>

     The Serial Notes bear interest at rates ranging from 6.36%
     to 6.85% through maturity.  The Serial Notes mature over a
     seven-year period beginning one year from February 1, 2000.
     Interest is payable semi-annually on February 1 and August.

     The outstanding Serial Notes have the following
     characteristics:

         Maturity date              Interest rate      Principal
         -------------              -------------      ---------
         February 1, 2001              6.46%            3,450,000
         February 1, 2002              6.55%            3,700,000
         February 1, 2003              6.61%            3,950,000
         February 1, 2004              6.70%            4,200,000
         February 1, 2005              6.80%            4,450,000
         February 1, 2006              6.85%            4,400,000
                                                      -----------
                                                      $24,150,000
                                                      ===========

         As of December 31, 2000, the effective interest rate for
the Serial Notes was 6.675% and as of December 31, 1999 and 1998,
the effective interest rate for the Serial Notes was 6.644%.

     ii) Term Notes

     Interest on the Term Notes will accrue from the date of
     issuance thereof at a rate per annum equal to 8.04%, and
     will be payable on each February 1 and August 1 of each
     year. The Term Notes will be subject to redemption through
     the operation of a mandatory sinking fund on each payment
     date commencing February 1, 2008 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:










                               34



<PAGE>

Sinking fund redemption amounts and final principal payment

     Scheduled payment date
     -----------------------

     February 1, 2008                            $      1,430,000
     August 1, 2008                                     1,490,000
     February 1, 2009                                   1,550,000
     August 1, 2009                                     1,610,000
     February 1, 2010                                   1,675,000
     August 1, 2010                                     1,745,000
     February 1, 2011                                   1,815,000
     August 1, 2011                                     1,885,000
     February 1, 2012                                   1,960,000
     August 1, 2012                                     2,040,000
     February 1, 2013                                   2,125,000
     August 1, 2013                                     2,210,000
     February 1, 2014                                   2,295,000
     August 1, 2014                                     2,390,000
     February 1, 2015                                   2,485,000
     August 1, 2015                                     2,585,000
     February 1, 2016                                   2,690,000
     August 1, 2016                                     2,800,000
     February 1, 2017                                   2,910,000
     August 1, 2017                                     3,025,000
     February 1, 2018                                   3,150,000
     August 1, 2018                                     3,275,000
     February 1, 2019                                  14,410,000
                                                       ----------
                                                      $63,550,000
                                                      ===========

Qualitative information about market risk

The Company was organized solely for the purpose of acquiring and
chartering the Vessel, J. Bennett Johnson, using the proceeds of
the Term Notes and the Serial Notes allocated to the Company by
GSPTC.

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

                             PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

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


                               35



<PAGE>

Not Applicable

ITEM 15.  RESERVED


ITEM 16.  RESERVED

                            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-16 together with the report of Grant Thornton
LLP thereon, are filed as part of this annual report:

Index to Financial Statements

Report of Independent Certified Public Accountants            F-1

Balance Sheets at December 31, 2000 and 1999                  F-2

Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 2000, 1999 and 1998              F-3

Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998                              F-4

Notes to Financial Statements                                 F-6





















                               36



<PAGE>

GOLDEN STATE PETRO (IOM I-B) PLC
(A Wholly-owned subsidiary of Golden State Holdings I, Limited)
Report of Independent Certified Public Accountants


To the Board of Directors of
Golden State Petro (IOM I-B) PLC

We have audited the accompanying balance sheets of Golden State
Petro (IOM I-B) PLC (a company incorporated in the Isle of Man),
a wholly-owned subsidiary of Golden State Holdings I, Limited, as
of December 31, 2000 and 1999, and the related statements of
operations and accumulated deficit, and cash flows for the years
ended December 31, 2000, 1999 and 1998.  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 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 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 I-B) PLC as of December 31, 2000 and
1999 and the results of its operations and its cash flows for the
years ended December 31, 2000, 1999 and 1998 in conformity with
accounting principles generally accepted in the United States of
America.





Grant Thornton LLP


New York, New York
January 19, 2001






                               F-1



<PAGE>

GOLDEN STATE PETRO (IOM I-B) PLC
(A Wholly-owned subsidiary of Golden State Holdings I, Limited)

Balance Sheets

As of December 31, 2000 and 1999
(in US$)


ASSETS                                          2000               1999

Restricted investments                   $ 8,139,572        $ 6,585,244

Debt issue costs                             841,419            937,383

Vessel, net                               80,818,493         84,035,117
                                         -----------        -----------
Total assets                             $89,799,484        $91,557,744
                                         ===========        ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

Charter income received in advance       $   827,303         $        -

Interest payable and other liabilities     2,821,468          2,891,690

Mortgage notes                            87,700,000         90,350,000
                                          ----------         ----------
Total liabilities                         91,348,771         93,241,690
                                          ==========         ==========
Commitments and Contingencies

Stockholders' deficit

Common stock, no par value; 2,000 shares authorized;

2 shares issued and outstanding                    2                  2

Accumulated deficit                      (1,549,289)        (1,683,948)
                                         -----------        -----------
Total stockholders' deficit              (1,549,287)        (1,683,946)
                                         -----------        -----------
Total liabilities and
  stockholders' deficit                  $89,799,484        $91,557,744
                                         ===========        ===========


See accompanying Notes to Financial Statements



                               F-2



<PAGE>

GOLDEN STATE PETRO (IOM I-B) PLC
(A Wholly-owned subsidiary of Golden State Holdings I, Limited)

Statements of Operations and Accumulated Deficit

For the years ended December 31, 2000, 1999 and 1998
(in US$)


                                 2000         1999           1998
Revenue

Charter income                 $9,927,635      $7,908,109        $    -

Interest income                   305,184         653,514     2,811,514
                               ----------       ---------     ---------
Total revenue                  10,232,819       8,561,623     2,811,514
                               ----------       ---------      --------
Expenses

Interest expense                6,735,572       6,092,625     3,388,435

Management fees                    50,000          50,000        50,000

Depreciation                    3,216,624       2,680,521             -

Amortization of debt
  issue costs                      95,964          95,964        95,964
                                ---------       ---------     ---------
Total expenses                 10,098,160       8,919,110     3,534,399
                               ==========       =========     =========

Net income (loss)                $134,659      $(357,487)    $(722,885)

Accumulated deficit,
  beginning of year          $(1,683,948)    $(1,326,461)    $(603,576)
                                                             ----------
Accumulated deficit,
  end of year                $(1,549,289)    $(1,683,948)  $(1,326,461)

See accompanying Notes to Financial Statements












                               F-3



<PAGE>

GOLDEN STATE PETRO (IOM I-B) PLC
(A Wholly-owned subsidiary of Golden State Holdings I, Limited)

Statements of Cash Flows

For the years ended December 31, 2000, 1999 and 1998
(in US$)
                                 2000         1999           1998
Cash flows from operating
activities

Net income (loss)      $          134,659     $(357,487)$     (722,885)

Adjustments to reconcile
net loss to net cash
provided by operating
activities

Depreciation                    3,216,624       2,680,521             -

Amortization of debt issue
costs                              95,964          95,964        95,964

Changes in operating assets
and liabilities
payable Increase (decrease)
in interest payable and
other liabilities                 757,081               -           (3)
                                  -------           -----         -----
Net cash provided by (used in)
operating activities            4,204,328       2,418,998     (626,924)
                                ---------       ---------     ---------

Cash flows from investing
activities

(Increase) decrease in
restricted investments        (1,554,328)      27,106,122    15,379,779

Payments made under vessel
construction contract        (28,727,681)    (11,251,224)

Interest capitalized            (797,439)     (3,501,631)
                                ---------     -----------
Net cash used in investing
activities                    (1,554,328)     (2,418,998)     (626,924)
                              -----------     -----------     ---------

ash flows from financing
activities



                               F-4



<PAGE>

Repayment of mortgage notes   (2,650,000)               -             -
                              -----------       ---------      --------
Net cash used in financing
activities                    (2,650,000)               -             -
                              -----------       ---------       -------
Net Decrease in Cash                   $-              $-            $-

Supplemental disclosures of
cash flow information:
Cash paid during the period
for interest                   $6,805,794      $6,890,064    $6,890,068

See accompanying Notes to Financial Statements








































                               F-5



<PAGE>

GOLDEN STATE PETRO (IOM I-B) PLC
(A Wholly-owned subsidiary of Golden State Holdings I, Limited)
Notes to Financial Statements

1.   DESCRIPTION OF BUSINESS

     Golden State Petro (IOM I-B) PLC (the "Company"), together
     with Golden State Petro (IOM I-A) PLC ("IOM I-A"), has been
     formed as an Isle of Man public limited company for the
     purpose of acquiring and chartering two very large crude oil
     carriers ("VLCCs").

     Golden State Petroleum Transport Corporation ("GSPTC"), a
     Delaware corporation as an agent for the Company and IOM I-
     A, 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").  The principal amount of the Term
     Notes and the Serial Notes allocated to the Company is
     $63,550,000 and $26,800,000 respectively. The proceeds from
     the offering and sale of the Notes allocated to the Company
     have been used by the Company to fund the construction of a
     VLCC by Samsung Corporation and Samsung Heavy Industries Co.
     Ltd. (collectively, the "Builders") under the technical
     supervision of the Chevron Shipping Company as agent for
     Chevron Transport Corporation (the "Initial Charterer")
     which is an indirect, wholly-owned subsidiary of Chevron
     Corporation. The vessel, the "J. Bennett Johnston" (the
     "Vessel"), was accepted by the Company under the building
     contract on March 15, 1999 and concurrently was chartered to
     the Initial Charterer pursuant to an initial charter for a
     term of eighteen years.  The Initial Charterer has an option
     to terminate the charter on the eighth anniversary of the
     delivery date for the VLCC.  The Initial Charterer's
     obligations under the initial charter are guaranteed by
     Chevron Corporation.

     The Company, IOM I-A, and GSPTC are wholly-owned
     subsidiaries of Golden State Holdings I, Limited, an Isle of
     Man holding company.  Prior to May 12, 1998, Golden State
     Holdings I, Limited was wholly-owned by Cambridge Petroleum
     Transport Corporation, a Cayman Islands company ("CPTC").
     On May 12, 1998, all of the issued and outstanding shares of
     Golden State Holdings I, Limited were sold by 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, Frontline has sold,


                               F-6



<PAGE>

     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, the Chairman and Chief Executive Officer of
     Frontline.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

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

     Allocation of Mortgage Notes

     The Company is jointly and severally liable under the Notes
     with IOM I-A for the issued amount of $178,800,000.  In
     preparing the separate company financial statements of the
     Company and IOM I-A, the aggregate amount of the Notes has
     been allocated so as to reflect the difference in the
     contracted cost of the vessels.

     Operating Lease

     The operating lease commenced upon the delivery of the
     Vessel to the Initial Charterer.  Income from the operating
     lease is being recognized rateably over the term of the
     leases.

     Vessel and Vessel Under Construction

     Construction in progress was capitalized in accordance with
     contract payments made and also includes the capitalization
     of interest charges and certain transaction costs incurred
     during the period of the Vessel's construction.  Since
     completion and delivery of the Vessel, the cost of the
     Vessel less estimated residual value is being depreciated on
     a straight line basis over the Vessel's remaining life.  The
     remaining life is estimated to be 25 years from delivery.

     Impairment of long-lived assets

     The Company has adopted Statement of Financial Accounting
     Standards ("SFAS") No. 121, "Accounting for the Impairment
     of Long-Lived Assets and for Long-Lived Assets to Be
     Disposed Of" ("SFAS 121").   SFAS 121 requires that long-
     lived assets and certain identifiable intangibles to be held
     and used by an entity be reviewed for impairment whenever
     events or changes in circumstances indicate that the


                               F-7



<PAGE>

     carrying amount of an asset may not be recoverable.  In
     addition, SFAS 121 requires that certain long-lived assets
     and identifiable intangibles to be disposed of be reported
     at the lower of carrying amount or fair value less estimated
     costs to sell.  The adoption of SFAS 121 had no effect on
     the Company's financial position or results of operations.

     Debt Issue Costs

     Debt issue costs comprise expenses incurred in connection
     with the issuance of the Notes.  Such expenses are being
     amortized over the weighted average life of the Serial
     Notes, and the life of the Term Notes, respectively.

     Fair Value of Financial Instruments

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

     Restricted Investments: The restricted investments balance
     represent investments in guaranteed investment contracts
     which 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.

     Mortgage Notes: The carrying value of the Notes approximates
     fair value as of December 31, 2000 and 1999 based upon the
     current borrowing rates available for financing with similar
     terms and maturities and the short elapsed time between the
     date of the balance sheet and the date of issuance of the
     Notes.

     Interest Payable and Other Liabilities:  The carrying values
     approximate fair values due to their relatively short
     maturities.

     Accounting Estimates

     The preparation of financial statements in conformity with
     accounting principles generally accepted in the United
     States of America requires management to make estimates and
     assumptions in determining the reported amounts of assets
     and liabilities and disclosure of contingent assets and
     liabilities at the dates of the financial statements and the
     reported amounts of revenue and expenses during the



                               F-8



<PAGE>

     reporting periods.  Actual results could differ from such
     estimates.

     Income Taxes

     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 20% tax on
     profits required to be assessed against Isle of Man
     companies.

     Certain entities are exempt from US corporate income tax on
     US source income from their international shipping
     operations if (i) their countries of incorporation exempt
     shipping operations of US persons from income tax (the
     "Incorporation Test") and (ii) they meet the "Ultimate Owner
     Test".  A company meets the Ultimate Owner Test if more than
     50% of the value of its stock is owned directly or
     indirectly pursuant to specified constructive stock
     ownership rules by individuals who are residents of a
     foreign country that exempts US persons from tax on shipping
     earnings.  The Company meets the Incorporation Test because
     the Company is incorporated in the Isle of Man, which
     provides the required exemption to US persons involved in
     shipping operations pursuant to an exchange of diplomatic
     notes with the United States, and the Company believes more
     than 50% of the value of its outstanding stock is indirectly
     owned by individuals who are residents of countries which
     provide the required exemption to US persons involved in
     shipping operations.  The issue of residence is, however,
     inherently factual and cannot be determined with certainty.

     Based on the foregoing, 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.

ADOPTION OF NEW ACCOUNTING STANDARDS

     SFAS No. 133, "Accounting for Derivatives and Hedging
     Activities", as amended by SFAS No. 138 is effective for all
     fiscal quarters of all fiscal years beginning after June 15,
     2000 (January 1, 2001 for the Company) and requires that all
     derivative instruments be recorded on the balance sheet at
     their fair value.  Changes in the fair value of derivatives
     are recorded each period in current earnings or other
     comprehensive income, depending on whether a derivative is
     designated as part of a hedge transaction and, if it is, the
     type of hedge transaction.




                               F-9



<PAGE>

     The Company anticipates that the adoption of SFAS No. 133
     will not have a material effect on the presentation of the
     Company's balance sheet or results of operations and
     accumulated deficit.

4.   RESTRICTED INVESTMENTS

     The Restricted Investments accounts (the "Accounts") 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 Account
     can be used only 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 one
     of the Accounts (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.

5.   DEBT ISSUE COSTS

     The debt issue costs are comprised of the following amounts:

                                         2000               1999

     Debt issue costs              $1,233,272         $1,233,272
     Accumulated amortization       (391,853)          (295,889)
                                    ---------         ----------
                                     $841,419           $937,383

6.   VESSEL AND VESSEL UNDER CONSTRUCTION

                                         2000               1999

     Cost at beginning of year    $86,715,638        $57,190,518
     Purchase price
     installments paid                      -         28,727,681
     Interest capitalized                   -            797,439
                                   ----------         ----------
     Cost at end of year          $86,715,638        $86,715,638

     Accumulated depreciation
     at beginning of year          $2,680,521                 $-
     Charge for year                3,216,624          2,680,521
                                   ----------         ----------
     Accumulated depreciation


                              F-10



<PAGE>

     at end of year                $5,897,145         $2,680,521
                                                      ----------
     Net book value at end
     of year                      $80,818,493        $84,035,117

     Included in the purchase price installments paid is a
     premium of $1,037,091 paid to the Builders on delivery due
     to the early delivery of the Vessel.

7.    MORTGAGE NOTES

     On December 24, 1996, GSPTC, a special purpose Delaware
     corporation which is an entity affiliated with the Company,
     acted as agent on behalf of the Company and IOM I-A and
     issued the Notes, certain terms of which are set forth
     below.  The Company was allocated, along with IOM I-A, a
     share of the proceeds from the offering and sale of the
     Notes, which totaled $90,350,000.

     The Notes have priority of payment as described in the
     Indenture Agreement and are collateralized by a statutory
     first mortgage on the Vessel and assignment of the following
     to the Trustee: (i) the building contract with the Builders
     and a technical supervision agreement; (ii) the building
     contract performance guarantee with the Korea Development
     Bank; (iii) the initial charter; (iv) the charter supplement
     (pursuant to the issuance of Additional Notes); (v) the
     Chevron Corporation guarantee; and (vi) certain other
     collateral.

     Serial Notes

     The Serial Notes were issued in the aggregate principal
     amount of $51,700,000, of which $26,800,000 was allocated to
     the Company.  On February 1, 2000 the following notes
     matured and were paid by the Company:

         Maturity date              Interest rate      Principal
         -------------              -------------      ---------
         February 1, 2000              6.36%           $2,650,000

         Set forth below are the allocated principal amounts and
the interest rates of the Serial Notes payable on each maturity
date for the Company, as at December 31, 2000.

         Maturity date              Interest rate      Principal
         -------------              -------------      ---------

         February 1, 2001              6.46%            3,450,000
         February 1, 2002              6.55%            3,700,000
         February 1, 2003              6.61%            3,950,000


                              F-11



<PAGE>

         February 1, 2004              6.70%            4,200,000
         February 1, 2005              6.80%            4,450,000
         February 1, 2006              6.85%            4,400,000
                                                       ----------
                                                      $24,150,000
                                                       ==========
         Interest has been accrued for the Serial Notes from
         December 24, 1997, and is payable on February 1 and
         August 1 of each year.  As of December 31, 2000, the
         effective interest rate for the Serial Notes allocated
         to the Company was 6.675%.  As of December 31, 1999 and
         1998, the effective interest rate for the Serial Notes
         allocated to the Company was 6.644%.

         Term Notes

         The Term Notes were issued by GSPTC, acting as an agent
         for both the Company and IOM I-A, in the aggregate
         principal amount of $127,100,000.  The allocated
         principal amount of Term Notes to the Company is
         $63,550,000.  Interest on the Term Notes is payable on
         each February 1 and August 1.

         The Term Notes will be subject to redemption through the
         operation of a mandatory sinking fund on each payment
         date commencing February 1, 2008 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 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.

         Sinking fund redemption amounts and final principal
         payment

     Scheduled payment date
     ----------------------

     February 1, 2008                                  $1,430,000
     August 1, 2008                                     1,490,000


                              F-12



<PAGE>

     February 1, 2009                                   1,550,000
     August 1, 2009                                     1,610,000
     February 1, 2010                                   1,675,000
     August 1, 2010                                     1,745,000
     February 1, 2011                                   1,815,000
     August 1, 2011                                     1,885,000
     February 1, 2012                                   1,960,000
     August 1, 2012                                     2,040,000
     February 1, 2013                                   2,125,000
     August 1, 2013                                     2,210,000
     February 1, 2014                                   2,295,000
     August 1, 2014                                     2,390,000
     February 1, 2015                                   2,485,000
     August 1, 2015                                     2,585,000
     February 1, 2016                                   2,690,000
     August 1, 2016                                     2,800,000
     February 1, 2017                                   2,910,000
     August 1, 2017                                     3,025,000
     February 1, 2018                                   3,150,000
     August 1, 2018                                     3,275,000
     February 1, 2019                                  14,410,000
                                                       ----------
                                                      $63,550,000
                                                      ===========

     Additional Notes

     The Company was entitled to issue an additional series of
     first preferred mortgage notes (the "Additional Notes") upon
     the delivery date of the Vessel.  The Company did not
     exercise this entitlement on the delivery of     the Vessel.

     Mandatory Redemption

     The Serial Notes, together with the Term Notes and the
     Additional 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 of the Vessel 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 the Initial Charterer 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


                              F-13



<PAGE>

     in part, from the net proceeds of the sale of the Vessel and
     the allocable portion of the Restricted Investments account,
     in 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
     recharter the Vessel.

     Optional Redemption

     The Serial Notes will not be subject to optional redemption
     prior to the respective maturity dates.

     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) a
     Vessel is then subject to the related Initial Charter or to
     an acceptable replacement charter pursuant to which the
     charterer thereunder is required to pay charter hire equal
     to or greater than the charter hire payable by the Initial
     Charterer during the fixed period, then the make-whole
     premium, as defined in the Offering Memorandum, shall be
     payable with respect to Mortgage Notes in an amount equal to
     allocated principal amount of the Mortgage Notes for such
     Vessel.  The Company may not exercise such optional
     redemption if such optional redemption would adversely
     affect the then applicable ratings on the Serial Notes.  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.

     Debt Covenants

     The Indenture 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.



                              F-14



<PAGE>

8.   COMMITMENTS AND CONTINGENCIES

     The following is a schedule by years of minimum future
     charter income on the noncancellable portion of the
     operating lease for the fiscal years ending December 31:

     2001                                               9,927,635
     2002                                               9,927,635
     2003                                               9,927,635
     2004                                               9,927,635
     2005                                               9,927,635
     2006 - 2007                                       11,947,161
                                                       ----------
                                                      $61,585,336
                                                      ===========

9.   CONCENTRATION OF CREDIT RISK AND OTHER RISK

     The Company has no sources for the payment of the principal
     of, and the interest on, the Notes except for the Restricted
     Investments 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 Investments to the extent that all of the amounts
     are carried 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.

10.  RELATED PARTY TRANSATIONS

     Pursuant to an agreement (the "Management Agreement")
     between the Company and Frontline (the "Manager"), an
     affiliate of the Company, the Manager 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 the
     Manager 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 as of December 31, 2000, 1999 and
     1998 are as follows:

                                 2000      1999       1998

Management fee expenses          $50,000   $50,000    $50,000


                              F-15



<PAGE>

Management fee payable           $20,833   $20,833    $20,833

Prior to January 31, 1999, Cambridge Fund Management, L.L.C., an
affiliate of CPTC, was the Manager.  On January 31, 1999,
Cambridge Fund Management, L.L.C. resigned as Manager and on the
same date was replaced by Frontline.















































                              F-16



<PAGE>

ITEM 19.  EXHIBITS

1.1*    Memorandum and Articles of Association of Golden State
        Petro (IOM I-B) PLC, incorporated by reference to Exhibit
        3.4 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-B) PLC on Form
        20-F for the fiscal year ended December 31, 1999.

2.3*    Management Agreement, dated as of January 31, 1999
        between Golden State Petro (IOM I-B) PLC and Frontline
        Ltd., incorporated by reference to Exhibit 2 in the
        Annual Report of Golden State Petro (IOM I-B) on Form 20-
        F for the fiscal year ended December 31, 1999.

2.4*    Issue of One Debenture, dated as of December 1, 1997,
        between Golden State Petro (IOM I-B) PLC and the
        Indenture Trustee, incorporated by reference to Exhibit
        4.4 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 Charter, dated as of December 1, 1996,
        between Golden State Petro (IOM I-B) PLC and the
        Indenture Trustee, incorporated by reference to Exhibit
        4.6 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.


                               A-1



<PAGE>

2.6*    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
        4.8 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.

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

2.8*    Guarantee, made as of December 24, 1996, from Chevron to
        Golden State Petro (IOM I-B) PLC, incorporated by
        reference to Exhibit 4.12 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*    Assignment of Management Agreement, dated as of December
        1, 1996, between Golden State Petro (IOM I-B) PLC and the
        Indenture Trustee, incorporated by reference to Exhibit
        4.14 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.

2.10*   Building Contract Guarantee, dated as of December 26,
        1996, from the Korean Development Bank to Golden State
        Petro (IOM I-B) PLC, incorporated by reference to Exhibit
        4.17 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.

4.1*    Shipbuilding Contract, made as of December 24, 1996,
        among Golden State Petro (IOM I-B) 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



                               A-2



<PAGE>

        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-B) PLC to
        Samsung Heavy Industries Co. Ltd., incorporated by
        reference to Exhibit 10.4 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-B)
        PLC, Samsung Heavy Industries Co., Ltd. and Chevron
        Shipping Company, as agent for the Initial Charterer,
        incorporated by reference to Exhibit 10.7 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.

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

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


*Incorporated by reference herein













                               A-3



<PAGE>

                           SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Act
of 1934, the registrant certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused this
annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Golden State Petro (IOM I-B) PLC
(Registrant)




by: /s/ Kate Blankenship
   ---------------------
(Signature)

Kate Blankenship, Director

Date: June 29, 2001































                               A-4
02089007.AC2