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, 2004
                         -------------------------------------------------------

                                       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-A) PLC
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


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

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

                                                        Name of each exchange
        Title of each class                              on which registered
               None
        ------------------                               --------------------

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

                                      None
--------------------------------------------------------------------------------
                                (Title of class)

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

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

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

              2 Shares of Common Stock, $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]

<PAGE>
                               TABLE OF CONTENTS

                                                                            PAGE
PART I

Item 1.      Identity of Directors, Senior Management and  Advisors............1
Item 2.      Offer Statistics and Expected Timetable...........................1
Item 3.      Key Information...................................................1
Item 4.      Information on the Company........................................6
Item 5.      Operating and Financial Review and Prospects.....................13
Item 6.      Directors, Senior Management and Employees.......................16
Item 7.      Major Shareholders and Related Party Transactions................17
Item 8.      Financial Information............................................18
Item 9.      The Offer and Listing............................................19
Item 10.     Additional Information...........................................19
Item 11.     Quantitative and Qualitative Disclosures about Market Risk.......20
Item 12.     Description of Securities Other Than Equity Securities...........21

PART II

Item 13.     Defaults, Dividend Arrearages and  Delinquencies.................21
Item 14.     Material  Modifications to the Rights of
             Security Holders and Use of Proceeds.............................21
Item 15.     Controls and Procedures..........................................21
Item 16.     Reserved.........................................................22
Item 16A.    Audit Committee Financial Expert.................................22
Item 16B.    Code of Ethics...................................................22
Item 16C.    Principal Accountant Fees and Services...........................22
Item 16D.    Exemptions From the Listing Standards For Audit Committees.......22
Item 16E.    Purchases of Equiy securities by the Issuer and
             Affiliated Purchasers............................................22

PART III

Item 17.     Financial Statements.............................................23
Item 18.     Financial Statements.............................................23
Item 19.     Exhibits.......................................................II-1


<PAGE>


            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

     Golden  State  Petro (IOM 1-A) PLC  desires to take  advantage  of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and is
including  this  cautionary  statement  in  connection  with  this  safe  harbor
legislation.  This document and any other written or oral  statements made by us
or on our behalf may  include  forward-looking  statements,  which  reflect  our
current views with respect to future events and financial performance. The words
"believe," "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  accidents  or
political events, and other important factors described from time to time in the
reports  filed by  Golden  State  Petro  (IOM 1-A) PLC with the  Securities  and
Exchange Commission.


<PAGE>

                                     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, 2004,  2003,  and 2002, and the selected  balance sheet
data with  respect to the fiscal years ended  December  31, 2004 and 2003,  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 years ended December 31, 2001
and 2000 and the  selected  balance  sheet data with respect to the fiscal years
ended  December  31,  2002,  2001  and  2000 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  Financial  Statements  and Notes thereto  included
herein. The Company's accounts are maintained in US dollars.

<TABLE>
<CAPTION>
                                                                                    Year Ended
                                          2004           2003             2002              2001          2000

(in US$, except share data)
<S>                                    <C>            <C>               <C>              <C>            <C>

Total revenues                         10,311,761      10,292,446       10,272,569       10,255,595     10,234,905
Net income (loss)                       1,385,069      1,080,070           765,450          514,779        286,721
Cash dividends                                  -              -                 -                -              -

Vessel, net                            66,657,355     69,848,052        73,038,749       76,229,446     79,420,143
Total Assets                           76,092,315     78,921,705        81,797,671       85,557,774     88,483,236
Total Short Term Note Obligations       4,350,000      4,100,000         3,850,000        3,600,000      3,350,000
Total Long Term Note Obligations       66,650,000     71,000,000        75,100,000       78,950,000     82,550,000
Common Shares                                   2              2                 2                2              2
Common Shares Outstanding                       2              2                 2                2              2
</TABLE>

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 December 7, 1998, 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 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:

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

        o      increased refining capacity in the Arabian Gulf area;

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

        o      a decision  by Arabian  Gulf  oil-producing  nations to  increase
               their  crude oil prices or to  further  decrease  or limit  their
               crude oil production;

        o      armed  conflict  in the  Arabian  Gulf  and  political  or  other
               factors; and

        o      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 December 2006, 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-B) 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  $24,900,000  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
December  7,  2006 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 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 December 2006
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.

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.

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 war 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, 2004, we had $71.0 million in total
indebtedness outstanding and stockholders' equity of $2.7 million. The degree to
which we are leveraged could have important  consequences for the holders of our
Notes, including:

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

        o      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;

        o      we  may  have  trouble  withstanding  competitive  pressures  and
               responding to changing business conditions;

        o      we may be more  vulnerable than others in the event of a downturn
               in general economic conditions or in our business; and

        o      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.


<PAGE>

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Golden State Petro (IOM I-A) PLC (the Company), and Golden State Petro (IOM I-B)
PLC  (IOM  I-B)  (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 (a VLCC or, the Vessel).

Golden State Petroleum Transport  Corporation (GSPTC), a Delaware corporation as
an agent for the Company and IOM I-B, 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  $24,900,000  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 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,  or Chevron, which
is an indirect,  wholly-owned subsidiary of Chevron Corporation. The Vessel, the
"Antares  Voyager"  (renamed from the "Frank A.  Shrontz"),  was accepted by the
Company  under the building  contract on December 7, 1998 and  concurrently  was
delivered to Chevron under an initial  charter for a term of eighteen years (the
Initial Charter). The Vessel is a double-hulled carrier of approximately 308,500
deadweight  tonnes (dwt) and is currently  registered  under the Bahamian  Flag.
Chevron has an option to terminate the charter on the eighth  anniversary of the
delivery date of the Vessel. Chevron's obligations under the Initial Charter are
guaranteed by Chevron Corporation.

The Company,  IOM I-B, and GSPTC are  wholly-owned  subsidiaries of Golden State
Holdings I, Limited,  an Isle of Man holding  company.  Golden State Holdings I,
Limited is wholly-owned  by Independent  Tankers  Corporation,  a Cayman Islands
company  ("ITC"),  which  itself is wholly  owned by  Frontline  Ltd,  a Bermuda
company  whose  shares are listed on the New York Stock  Exchange,  London Stock
Exchange and Oslo Stock Exchange.

The Company is chartering the Vessel to Chevron under the Initial  Charter which
is expected to provide, so long as the Initial Charter is in effect, (a) charter
hire payments  sufficient to pay (i) 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 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,  known as 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,  Chevron 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,  Chevron has
the right to  terminate  the Initial  Charter on five dates  (each,  an Optional
Termination  Date)  beginning on the expiration of the period  commencing on the
delivery date for such Vessel and terminating on the eighth anniversary  thereof
(each, a Fixed Period) and on each of the four subsequent two-year anniversaries
thereof.  During the Fixed  Period,  the charter  hire 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,
requisitioned,  restrained or  appropriated.  Pursuant to the Initial  Charters,
Chevron is required to pay charter hire in respect of the Vessel  without offset
or deduction for any reason whatsoever.

Remarketing

In the event  Chevron 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., or
McQuilling, and ACM Shipping Limited, or ACM Shipping, have agreed to provide on
a non-exclusive  basis  remarketing  services if Chevron exercises its option to
terminate the Initial Charter for 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  that has  strong
relationships  with the major oil  companies.  ACM Shipping has been in the ship
brokerage business since 1982.

If Chevron  elects to terminate the Initial  Charter 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)  Chevron
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 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.

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:

        o      demand for oil and oil products;

        o      global and regional economic conditions;

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

        o      changes in seaborne and other transportation patterns

The factors that influence the supply of tanker capacity include:

        o      the number of newbuilding deliveries;

        o      the scrapping rate of older vessels; and

        o      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,  although it is
currently  strong.  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.

2004  was a  good  year  for  the  tanker  market  as  freight  rates  increased
dramatically  compared to 2003,  mainly due to limited  fleet  growth and strong
growth in the demand for oil, and implicitly for oil tankers.

The size of the world  VLCC  fleet  increased  by 2.5  percent  in 2004 from 433
vessels to 441 vessels.  A total of 11 VLCC's were scrapped  during the year and
30 were delivered. The total order book for VLCC's were at 84 vessels at the end
of the year, of which 43 were ordered during the year. The total order books for
VLCC was at 19.09 percent of the existing fleet.

The outlook for the tanker market for the remainder of 2005 is positive since it
seems that the continued growth in oil consumption will ensure a positive demand
situation for tankers.

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  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 Chevron
in accordance with good commercial  maintenance practice commensurate with other
vessels in Chevron's fleet of similar size and trade, as required by the Initial
Charter.   The  Initial  Charter  requires  Chevron  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 Chevron 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, Chevron 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.

Chevron  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.  Chevron will
also  indemnify  the  Company to the extent  losses,  damages  or  expenses  are
incurred by the Company relating to oil or other pollution damage as a result of
the operation of the Vessel by Chevron.

Environmental and Other Regulations

International  conventions and national, state and local laws and regulations of
the  jurisdictions  where our Vessel  operates  or is  registered  significantly
affect the ownership and  operation.  We believe we are currently in substantial
compliance  with  applicable  environmental  and  regulatory  laws regarding the
ownership  and  operation of our tankers.  However,  because  existing  laws may
change or new laws may be  implemented,  we cannot  predict the ultimate cost of
complying with all applicable  requirements  or the impact they will have on the
resale  value or  useful  lives of our  tankers.  Future,  non-compliance  could
require us to incur substantial costs or to temporarily suspend operation of our
tankers.

We believe  the  heightened  environmental  and quality  concerns  of  insurance
underwriters,  regulators and  charterers are leading to greater  inspection and
safety  requirements on all vessels and creating an increasing demand for modern
vessels that are able to conform to the  stricter  environmental  standards.  We
maintain high operating  standards for our vessels that  emphasizes  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 U.S. Coast Guard,
harbour   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.
Each of these entities may have unique requirements that we must comply with.

International Maritime Organisation

In 1992, the International  Maritime  Organization,  or IMO ( the United Nations
agency for maritime  safety and the  prevention  of marine  pollution by ships),
adopted  MARPOL  73/78   regulations   that  set  forth   pollution   prevention
requirements  applicable to tankers. These regulations,  which have been adopted
by more than 150 nations,  provide,  in part,  that: o tankers between 25 and 30
years old must be of  double-hull  construction  or of a  mid-deck  design  with
double-sided construction, unless:

         (1)      they have wing tanks or double-bottom spaces not used for the
                  carriage of oil which cover at least 30% of the length of the
                  cargo tank section of the hull or bottom; or

         (2)      they are capable of hydrostatically balanced loading (loading
                  cargo into a tanker in such a way that, in the event of a
                  breach of the hull, water flows into the tanker, displacing
                  oil upwards instead of into the sea);

        o      tankers 30 years old or older must be of double-hull construction
               or mid-deck design with double-sided construction; and

        o      all tankers are subject to enhanced inspections.



Also, under IMO regulations,  a tanker must be of double-hull  construction or a
mid-deck design with double-sided construction, or be of another approved design
ensuring the same level of protection against oil pollution, if the tanker:

        o      is the subject of a contract for a major  conversion  or original
               construction on or after July 6, 1993;

        o      commences  a major  conversion  or has its keel  laid on or after
               January 6, 1994; or

        o      completes a major conversion or is a newbuilding  delivered on or
               after July 6, 1996.

These  regulations  were amended in 2001 and provided a timetable  for the phase
out of single hull tankers. This timetable was amended again in December 2003 in
response to European  Union ("EU")  proposals,  further  accelerating  the final
phase-out dates for single hull tankers.

The  baseline  phase out dates  apply to tankers  according  to their  certified
arrangement  (protectively  located  segregated ballast tanks or PL/SBT) and the
type of oil carried as cargo. These regulations  identify 3 categories of single
hull tankers, including double side and double bottom tankers:

a)   Category 1 (Pre- PL/SBT) oil tankers - any tanker of 20,000 dwt or above
     carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo
     or of 30,000 dwt or above carrying other types of oil .
b)   Category 2 (PL/SBT) oil tankers - any tanker of 20,000 dwt or above
     carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo
     or of 30,000 dwt or above carrying other types of oil.
c)   Category 3 oil tankers - any tanker of between 5,000 dwt and 20,000 dwt
     carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo
     or less than 30,000 dwt carrying other types of oil .

The table below provides the specific phase out dates according to each category
of oil tanker. Oil tankers that meet 13F or have double bottoms and double sides
with  dimensions  in  compliance  with  13G1(c)  continue  to be exempt from the
accelerated phase out.


Baseline Phase Out Scheme

  Phase Out Date                                           Year of Delivery
                        Category 1           Category 2            Category 3
    5 April 2005     before 5 April 82              before 5 April 1977
      + 2005        after 5 April 1982    After 5 April 77 but before 1 Jan 1978
      + 2006                                        1978* and 1979*
      + 2007                                        1980* and 1981*
      + 2008                                            1982*
      + 2009                                            1983*
      + 2010                                        1984* or later
                    + by Anniversary of Delivery Date In Year
                                * subject to CAS

For  Category  2 and  3  tankers,  a  successful  completion  of  the  Condition
Assessment  Scheme  (CAS)  is  required  by 15  years  of age  or by  the  first
intermediate or renewal survey due after 5 April 2005, which ever occurs later.

The new  phase-out  regime  became  effective  on April 5, 2005.  For Category 1
tankers  (pre-MARPOL  tankers without segregated ballast tanks,  generally built
before 1982),  the final  phase-out  date has been brought  forward to 2005 from
2007. For Category 2 tankers  (MARPOL  tankers,  generally built after 1982) the
final phase out date has brought forward to 2010 from 2015.

To soften the  significant  impact  that would  occur if the  approximately  700
tankers  (approximately  67 million  tons dwt) were to be phased out globally in
2010 as per above,  two  exceptions to the baseline phase out dates were adopted
which  allow  Category 2 and 3 oil  tankers  that have passed the CAS to operate
beyond the 2010 cut-off date as summarized below:

Exception  One - a flag State may  permit oil  tankers to operate to 25 years of
age provided  that,  not later than 1 July 2001, the entire cargo tank length is
protected  with one of the following  arrangements  which cannot be used for the
carriage of oil:

        o      Double bottoms having a height at centerline  which does not meet
               that required by the MARPOL 13E; or

        o      Wing tanks  having a width  which does not meet that  required by
               IBC Code - Type 2.

Exception  Two - a flag State may permit oil  tankers,  that do not have  double
bottoms  nor  double  sides,  to  operate  to the age of 25  years of age or the
anniversary date of the tanker's delivery in 2015, whichever occurs earlier.

Although the flag States are permitted to grant  extensions in both of the above
cases provided CAS is  satisfactorily  completed and IMO has been so informed of
the  extension,  coast  States have the right to deny oil tankers that have been
granted such extensions into their ports and offshore terminals.

Oil tankers granted life extension under Exception One may be denied entry after
2015 if they are 25 years of age and older.  Oil  tankers  with  neither  double
bottoms nor double sides which have been granted an  extension  under  Exception
Two may be denied entry after the relevant phase out date.


The IMO has also negotiated international  conventions that impose liability for
oil pollution in international  waters and a signatory's  territorial waters. In
September 1997, the IMO adopted Annex VI to the International Convention for the
Prevention of Pollution from Ships to address air pollution from ships. Annex VI
was ratified in May 2004, and became effective in May 2005. Annex VI sets limits
on sulfur oxide and nitrogen  oxide  emissions  from ship  exhausts and prohibit
deliberate   emissions   of  ozone   depleting   substances,   such  as  halons,
chlorofluorocarbons,  emissions  of  volatile  compounds  from  cargo  tanks and
prohibition  of shipboard  incineration  of specific  substances.  Annex VI also
includes a global cap on the sulfur  content of fuel oil and allows for  special
areas to be  established  with more  stringent  controls  on  sulfur  emissions.
Compliance with these  regulations  could require the  installation of expensive
emission  control  systems  and could  have an adverse  financial  impact on the
operation of our Vessel.

The  operation of our Vessel is also affected by the  requirements  set forth in
the  IMO's  Management  Code  for the Safe  Operation  of  Ships  and  Pollution
Prevention,  or ISM  Code.  The ISM  Code  requires  ship  owners  and  bareboat
charterers to maintain an extensive "Safety Management System" that includes the
adoption  of  a  safety  and  environmental   protection  policy  setting  forth
instructions  and procedures  for safe  operation and describing  procedures for
emergencies.  The failure of a ship owner or a bareboat charterer to comply with
the ISM  Code may  subject  such  party to  increased  liability,  may  decrease
available insurance coverage for the affected vessels and may result in a denial
of access to, or detention in certain  ports.  We rely on the safety  management
system that we have developed.

United  States  Oil  Pollution  Act  of  1990  and  Comprehensive  Environmental
Response, Compensation and Liability Act

The United States regulates the tanker industry with an extensive regulatory and
liability  regime  for  environmental  protection  and  cleanup  of oil  spills,
consisting primarily of the United States Oil Pollution Act of 1990, or OPA, and
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, or CERCLA.  OPA affects all owners and operators  whose vessels trade with
the United States or its territories or possessions, or whose vessels operate in
the waters of the United  States.,  which include the United States  territorial
sea and the 200 nautical mile exclusive  economic zone around the United States.
CERCLA applies to the discharge of hazardous substances (other than oil) whether
on land or at sea. Both OPA and CERCLA impact our operations.

Under OPA,  vessel owners,  operators and bareboat  charterers are  "responsible
parties"  who are  jointly,  severally  and  strictly  liable  (unless the spill
results  solely from the act or omission of a third  party,  an act of God or an
act of war) for all  containment  and clean-up  costs and other damages  arising
from oil spills from their vessels.  These other damages are defined  broadly to
include:  o natural resources  damages and related  assessment costs; o real and
personal property damages; o net loss of taxes,  rents,  royalties,  rents, fees
and other lost revenues;  o net cost of public services  necessitated by a spill
response such as protection from fire,  safety or health hazards;  and o 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  (subject to
possible  adjustment for inflation).  The act  specifically  permits  individual
states to impose  their  own  liability  regimes  with  regard to oil  pollution
incidents  occurring  within  their  boundaries,  and some states  have  enacted
legislation providing for unlimited liability for discharge of pollutants within
their waters.  In some cases,  states that have enacted this type of legislation
have  not  yet  issued   implementing   regulations   defining   tanker  owners'
responsibilities under these laws. CERCLA, which applies to owners and operators
of tankers,  contains a similar  liability  regime and  provides for cleanup and
removal of hazardous  substances  and for 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 United States federal safety,  construction or operating
regulations,   or  by  the  responsible   party's  gross  negligence  or  wilful
misconduct.  These limits do not apply if the responsible party fails or refuses
to report  the  incident  or to  co-operate  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.

OPA also requires owners and operators of vessels to establish and maintain with
the United States Coast Guard evidence of financial responsibility sufficient to
meet the limit of their  potential  strict  liability  under the act. The United
States  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 these  regulations,  an owner or operator of
more  than  one  tanker  is  required  to  obtain  a  certificate  of  financial
responsibility  for the entire  fleet in an amount  equal only to the  financial
responsibility  requirement  of the tanker  having the greatest  maximum  strict
liability  under OPA and  CERCLA.

Chevron  insures the Vessel with  pollution  liability  insurance in the maximum
commercially available amount of $1.0 billion per any one incident or occurance.
A catastrophic  spill could exceed the insurance  coverage  available,  in which
event there could be a material adverse effect on our business.

Under OPA,  oil tankers  without  double  hulls will not be permitted to come to
United States ports or trade in the United States waters by 2015.

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

        o      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";

        o      describe crew training and drills; and

        o      identify a qualified  individual with full authority to implement
               removal actions.

In addition,  the United  States Coast Guard has announced it intends to propose
similar regulations  requiring certain vessels to prepare response plans for the
release of hazardous  substances.

OPA does not prevent individual states from imposing their own liability regimes
with respect to oil pollution  incidents  occurring within their boundaries.  In
fact,  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 United States federal
law.

European Union Tanker Restrictions

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

International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party thereto,  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, as
amended,   or  the  CLC,  and  the  Convention  for  the   Establishment  of  an
International  Fund  for  Oil  Pollution  of  1971,  as  amended.   Under  these
conventions, a vessel's registered owner is strictly liable for pollution damage
caused  on the  territorial  waters  of a  contracting  state  by  discharge  of
persistent oil, subject to certain complete defenses. Many of the countries that
have  ratified  the CLC have  increased  the  liability  limits  through  a 1992
Protocol to the CLC. The liability  limits in the  countries  that have ratified
this Protocol are currently approximately $4.0 million plus approximately $566.0
per gross registered tonne above 5,000 gross tonnes with an approximate  maximum
of $80.5  million  per vessel,  with the exact  amount 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
or  privity  and,  under  the 1992  Protocol,  where  the spill is caused by the
owner's  intentional or reckless conduct.  Vessels trading to contracting states
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.

Vessel Security Regulations

Since the terrorist  attacks of September 11, 2001, there have been a variety of
initiatives  intended to enhance  vessel  security.  On November 25,  2002,  the
Maritime  Transportation  Security Act of 2002  ("MTSA")  came into  effect.  To
implement  certain  portions of the MTSA, in July 2003,  the United States Coast
Guard  issued  regulations  requiring  the  implementation  of certain  security
requirements  aboard vessels  operating in waters subject to the jurisdiction of
the United States.  Similarly, in December 2002, amendments to the International
Convention for the Safety of Life at Sea ("SOLAS")  created a new chapter of the
convention  dealing  specifically with maritime  security.  The new chapter came
into effect in July 2004 and imposes various  detailed  security  obligations on
vessels and port  authorities,  most of which are contained in the newly created
International Ship and Port Facilities Security Code ("ISPS"). Among the various
requirements are:

        o      on-board  installation of automatic  information systems, or AIS,
               to enhance vessel-to-vessel and = vessel-to-shore communications;

        o      on-board installation of ship security alert systems;

        o      the development of vessel security plans; and

        o      compliance with flag state security certification requirements.

The United States Coast Guard regulations,  intended to align with international
maritime security standards,  exempt non-U.S.  vessels from MTSA vessel security
measures provided such vessels have on board a valid International Ship Security
Certificate  that  attests  to  the  vessel's  compliance  with  SOLAS  security
requirements and the ISPS Code.

Our vessel has a double hull and  complies  with the various  security  measures
addressed by the MTSA, SOLAS and the ISPS Code.


C. ORGANIZATIONAL STRUCTURE

The Company, IOM I-B, and GSPTC are wholly-owned subsidiaries of GSH, an Isle of
Man holding company.  GSH is a wholly-owned  subsidiary of ITC, a Cayman Islands
corporation.  ITC is a  wholly-owned  subsidiary  of  Frontline  Ltd,  a Bermuda
company  whose  shares are listed on the New York Stock  Exchange,  London Stock
Exchange and Oslo Stock Exchange.

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.

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,  or  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 a Registration Rights Agreement.

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

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.

Critical Accounting Policies

The  preparation  of the  Company's  financial  statements  in  accordance  with
accounting  principles  generally  accepted in the United  States  requires that
management  make  estimates and  assumptions  affecting the reported  amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the  reporting  period.  The  following is a discussion  of the
accounting  policies  applied by the Company  that are  considered  to involve a
higher  degree of judgement in their  application.  See Note 2. to the Company's
audited  Financial  Statements and Notes thereto  included herein for details of
all of the Company's material accounting policies.

Vessels and Depreciation

The cost of the Company's vessels is depreciated to estimated  residual value on
a  straight-line  basis  over the  vessels'  remaining  economic  useful  lives.
Management estimates the useful life of the Company's vessels to be 25 years and
this is a common life expectancy applied in the shipping industry.

The Vessels held and used by the Company is  reviewed  for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

Recently  Issued  Accounting  Standards and Securities  and Exchange  Commission
Rules

In December 2004, the FASB issued  Statement of Financial  Accounting  Standards
153 Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29 ("SFAS
153").  APB Opinion No. 29 Accounting for  Nonmonetary  Transactions  ("APB 29")
provides that accounting for nonmonetary  transactions  should be measured based
on the fair value of the assets exchanged but allows certain  exceptions to this
principle.  SFAS 153 amends APB 29 to eliminate the  exception  for  nonmonetary
exchanges of similar  productive assets and replaces it with a general exception
for exchanges of  nonmonetary  assets that don't have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  SFAS
153 is effective for  nonmonetary  asset  exchanges  occurring in fiscal periods
beginning  after  June 15,  2005 and shall be  applied  prospectively.  As such,
adoption of SFAS 153 will not have an effect on the Company's results until that
date.

Results of Operations

Year Ended December 31, 2004 compared with the Year Ended December 31, 2003

In each of the years  ended  December  31,  2004 and 2003,  the  Company  earned
$9,927,635 charter income, which represents hire for one complete year at a rate
of $27,199 per day. In the year ended  December  31,  2004,  the Company  earned
$384,126 interest income,  increased from $364,813 in 2003 due to higher average
cash balances throughout the period.

Interest  expense was  $5,640,617 in 2004 compared with  $6,166,560 in 2003, the
decrease being due to the repayment of $4,100,000 of Serial Notes on February 1,
2004.

In each of the years ended  December 31, 2004 and 2003  depreciation  expense of
$3,190,697 represents one year's charge.

Net income was  $1,385,069  for the period ended December 31, 2004 compared with
$1,080,070 in 2003.

Year Ended December 31, 2003 compared with the Year Ended December 31, 2002

In each of the years  ended  December  31,  2003 and 2002,  the  Company  earned
$9,927,635 charter income, which represents hire for one complete year at a rate
of $27,199 per day. In the year ended  December  31,  2003,  the Company  earned
$364,813 interest income,  increased from $344,934 in 2002 due to higher average
cash balances throughout the period.

Interest  expense was  $5,913,632 in 2003 compared with  $6,166,560 in 2002, the
decrease being due to the repayment of $3,850,000 of Serial Notes on February 1,
2003.

In each of the years ended  December 31, 2003 and 2002  depreciation  expense of
$3,190,697 represents one year's charge.

Net income was  $1,080,070  for the period ended December 31, 2003 compared with
$765,450 in 2002.

Inflation

Management  does not  believe  that  inflation  will  significantly  affect  the
Company's  expenses over the term of the Charters.  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  extend  the term  with  respect  to one or more of the  Charters  and may be
significant  to the Company in the event that the  Charterer  does not  exercise
such rights of extension.

B. LIQUIDITY AND CAPITAL RESOURCES

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.

On the Closing  Date,  the Company (i) received  $87.2  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 $35.3 million which
represents the first  installment  of the contract  purchase price of its Vessel
(iii) paid $0.4 million in legal,  printing,  rating and other fees and expenses
and (iv)  deposited  $51.5 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 Chevron 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
Chevron  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

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         46               Secretary
Kate Blankenship           40               Director
John Michael Killip        61               Director
Tor Olav Tr0im             42               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-A) PLC since November 1, 1998.  She has been employed by Frontline  since
1994 and is currently the Chief Accounting Officer and Secretary and a Director.
Mrs.  Blankenship  is a member of the  Institute  of  Chartered  Accountants  in
England  and  Wales.  Mrs.  Blankenship  has been  Chief  Financial  Officer  of
Knightsbridge  Tankers  Ltd, a Bermuda  company  listed on the  NASDAQ  National
Market,  since April 2000 and Secretary of  Knightsbridge  since  December 2000.
Mrs. Blankenship is Director and Secretary of Ship Finance International Limited
since October 15, 2003.  Mrs.  Blankenship has served as a director of Golar LNG
Limited,  a Bermuda  company listed on the NASDAQ National Market and Oslo Stock
Exchange, since July, 2003.

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 Tr0im:  Mr.  Tr0im has been a director of Golden  State Petro (IOM I-A)
PLC since November 1, 1998. Mr. Tr0im has been  Vice-President and a director of
Frontline  since  November 3, 1997.  He is a director  of Aktiv  Inkasso ASA and
Northern Oil ASA, both Norwegian Oslo Stock Exchange listed companies and Golden
Ocean Group Limited, a Bermuda company listed on the Oslo Stock Exchange.  Since
May 2000,  Mr.  Tr0im has been a director  and  Vice-Chairman  of  Knightsbridge
Tankers Ltd, A Bermuda company listed on the NASDAQ National  Market.  Mr. Tr0im
is President and Chief  Executive  Officer of Ship Finance  International  since
October 15, 2003.  Mr.  Tr0im has served as a director of Golar LNG  Limited,  a
Bermuda  company listed on the NASDAQ  National  Market and Oslo Stock Exchanges
since May 2001.  From January 1992, Mr. Tr0im served as Managing  Director and a
member of the Board of Directors of DNO AS, a Norwegian oil company.

B. COMPENSATION

During 2004, the Company paid its directors and officers aggregate  compensation
of (pound)750.

C. BOARD PRACTICES

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

The Officers of the Company are elected by the Board of Directors and shall hold
office for such period and on such terms as the Board 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   with  each   Company,   Frontline   provides
administrative,  ship  management  and  advisory  services to the  Companies  as
Manager.   Pursuant  to  each  Management  Agreement,  the  Manager  receives  a
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 are payable by the Manager from the Management  Fee. The Management Fee is
payable semi-annually.

E. SHARE OWNERSHIP

At June 20, 2005,  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
20, 2005.

                              Beneficial Ownership


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

Common Shares                Frontline Ltd1                2            100%


1    The issued and outstanding shares of the Company are owned by GSH. All of
     the issued and outstanding shares of GSH are owned by ITC. All of the
     issued and outstanding shares of ITC are owned by Frontline.

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

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

B.  RELATED PARTY TRANSACTIONS

Pursuant  to  the  Management  Agreement  between  the  Company  and  Frontline,
Frontline  provides  administrative,  management  and  advisory  services to the
Company  at an  annual  fee of  $50,000,  payable  semi-annually.  All  cost  of
administering  the Company are payable by Frontline from the Management Fee. The
Management agreement is effective until termination by either party upon 30 days
prior written  notice.  Management  fee expenses and  management fee payable for
each of the years ended  December  31,  2004,  2003,  and 2002 were  $50,000 and
$20,833, respectively.

C.  INTERESTS OF EXPERTS AND COUNSEL

Not Applicable

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

The Company does not pay dividends.

B. SIGNIFICANT CHANGES

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.

ITEM 10.  ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

Incorporated  by reference to  "Description  of Capital Stock" in the prospectus
contained in the Company's  Registration  Statement on Form F-1,  filed December
13, 1996 (File No. 333-6170).

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,  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
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 Frontline at  Par-la-Ville  Place,  4th Floor,  14 Par-la-Ville
Road, Hamilton, Bermuda.

I. SUBSIDIARY INFORMATION

Not Applicable.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                   RISK

(a)  Quantitative information about market risk

     Quantitative information about market risk instruments at December 31, 2004
is as follows:

     i)  Serial Notes

     The outstanding Serial Notes bear interest at rates ranging from 6.80% to
     6.85% through maturity. The Serial Notes have matured over a seven-year
     period that began on February 1, 2000. Interest is payable semi-annually on
     February 1 and August 1.

     The outstanding Serial Notes have the following characteristics:

     Maturity date                        Interest rate              Principal
     -------------                        -------------              ---------
     February 1, 2005                           6.80%                4,350,000
     February 1, 2006                           6.85%                3,100,000
                                                                 -------------
                                                                 $   7,450,000

     As of December 31, 2004 and 2003, the average effective interest rate for
     the Serial Notes was 6.823% and 6.779%, respectively.

ii)  Term Notes

     The Term Notes bear interest at a rate of 8.04% per annum, payable on
     February 1 and August 1 of each year. The Term Notes 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.

     Sinking fund redemption amounts and final principal payment

     Scheduled payment date
     August 1, 2007                                                 $  1,340,000
     February 1, 2008                                                  1,395,000
     August 1, 2008                                                    1,450,000
     February 1, 2009                                                  1,510,000
     August 1, 2009                                                    1,570,000
     February 1, 2010                                                  1,635,000
     August 1, 2010                                                    1,700,000
     February 1, 2011                                                  1,765,000
     August 1, 2011                                                    1,840,000
     February 1, 2012                                                  1,910,000
     August 1, 2012                                                    1,990,000
     February 1, 2013                                                  2,070,000
     August 1, 2013                                                    2,150,000
     February 1, 2014                                                  2,240,000
     August 1, 2014                                                    2,330,000
     February 1, 2015                                                  2,420,000
     August 1, 2015                                                    2,520,000
     February 1, 2016                                                  2,620,000
     August 1, 2016                                                    2,725,000
     February 1, 2017                                                  2,835,000
     August 1, 2017                                                    2,950,000
     February 1, 2018                                                  3,070,000
     August 1, 2018                                                    3,190,000
     February 1, 2019                                                 14,325,000
                                                                     -----------
                                                                    $ 63,550,000

 (b) Qualitative information about market risk

The Company was organized solely for the purpose of acquiring and chartering the
Vessel 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

Not Applicable

ITEM 15.  CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this  report,  the Company  carried
     out an evaluation,  with the assistance of Frontline,  of the effectiveness
     of the  design and  operation  of the  Company's  disclosure  controls  and
     procedures   pursuant  to  Exchange  Act  Rule  13a-14.   Based  upon  that
     evaluation,  the  principal  executive  officers  and  principal  financial
     officers  concluded that the Company's  disclosure  controls and procedures
     are effective in alerting them timely to material  information  relating to
     the Company required to be included in the Company's periodic SEC filings.

(b) Changes in internal controls

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

ITEM 16.          RESERVED

ITEM 16A.         AUDIT COMMITTEE FINANCIAL EXPERT

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one beneficial holder.  The Company's  obligations toward its bondholders are
set out in detail in  covenants  contained  in the  Indenture  for their  Notes.
Accordingly the Company's Board of Directors has determined that the role played
by an audit committee would have no applicability to the Company.

ITEM 16B.         CODE OF ETHICS

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one  beneficial  holder,  Frontline.  The  Company's  obligations  toward its
bondholders  are set out in detail in covenants  contained in the  Indenture for
their Notes.  Accordingly  the Company's  Board of Directors has determined that
the role played by a code of ethics would have no applicability to the Company.

ITEM 16C.         PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)  Audit Fees

     The following table sets forth,  for the two most recent fiscal years,  the
     aggregate fees billed for professional  services  rendered by the principal
     accountant,  Grant  Thornton  LLP,  for the audit of the  Company's  annual
     financial  statements and services provided by the principal  accountant in
     connection with statutory and regulatory filings or engagements for the two
     most recent fiscal years.

     Fiscal year ended December 31, 2004                                $ 15,370
     Fiscal year ended December 31, 2003                                $ 12,500

(b)  Audit -Related Fees

     For the fiscal years ended  December 31, 2004 and 2003,  there have been no
     assurance and related services rendered by the principal accountant related
     to the  performance  of the  audit or  review  of the  Company's  financial
     statements which have not been reported under Audit Fees above.

(c)  Tax Fees

     For the fiscal years ended  December 31, 2004 and 2003,  there have been no
     aggregate fees billed for professional  services  rendered by the principal
     accountant for tax compliance, tax advice and tax planning.

(d)  All Other Fees

     For the fiscal years ended  December 31, 2004 and 2003,  there have been no
     aggregate fees billed for professional  services  rendered by the principal
     accountant for services other than Audit Fees,  Audit-Related  Fees and Tax
     Fees set forth above.

     The Company's  Board  of  Directors has  assigned  responsibility  for  the
     management of the auditors to the Company's Manager.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

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

Not applicable

<PAGE>


                                    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-12 together with the report of Grant Thornton LLP thereon, are filed
as part of this annual report:

Index to Financial Statements                                                F-1

Report of Independent Registered Public Accounting Firm                      F-2

Balance Sheets at December 31, 2004 and 2003                                 F-3

Statements of Operations and Retained Earnings for
the Years Ended December 31, 2004, 2003 and 2002                             F-4

Statements of Cash Flows for the Years Ended
December 31, 2004, 2003 and 2002                                             F-5

Notes to Financial Statements                                                F-6

<PAGE>

             Report of Independent Registered Public Accounting Firm


To the Board of Directors
Golden State Petroleum Transport Corporation


We have audited the accompanying  balance sheets of Golden State Petro (IOM I-A)
PLC (a company  incorporated  in the Isle of Man), a wholly-owned  subsidiary of
Golden State  Holdings I,  Limited,  as of December  31, 2004 and 2003,  and the
related statements of operations and retained  earnings,  and cash flows for the
years ended December 31, 2004, 2003 and 2002. 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 audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Company's its internal control over financial  reporting.  An audit
includes  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Company's internal control over financial reporting.  Accordingly, we express no
such opinion. An audit includes examining,  on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Golden State Petro (IOM-A) PLC
at December 31, 2004 and 2003,  and the results of its  operations  and its cash
flows for the years ended  December 31, 2004,  2003 and 2002 in conformity  with
accounting principles generally accepted in the United States of America.

Grant Thornton LLP



New York, New York
February 16, 2005


<PAGE>


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

Balance Sheets

As of December 31, 2004 and 2003

(in US$)

ASSETS                                                 2004                2003

Restricted investments                        $   8,886,136       $   8,485,865

Debt issue costs, net                               548,824             587,788

Vessel, net                                      66,657,355          69,848,052
                                              -------------       -------------

Total assets                                  $  76,092,315       $  78,921,705
                                              =============       =============


LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Interest payable and other liabilities            2,361,552           2,476,011

Short term portion of Mortgage notes              4,350,000           4,100,000

Long term portion of Mortgage notes              66,650,000          71,000,000
                                              -------------       -------------

Total liabilities                                73,361,552          77,576,011
                                              -------------       -------------

Commitments and Contingencies

Stockholders' equity

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

2 shares issued and outstanding                           2                   2

Retained earnings                                 2,730,761           1,345,692
                                              -------------       -------------

Total stockholders' equity                        2,730,763           1,345,694
                                              -------------       -------------

Total liabilities and stockholders' equity    $  76,092,315       $  78,921,705
                                              =============       =============



See accompanying Notes to Financial Statements

<PAGE>

Statements of Operations and Retained Earnings

For the years ended December 31, 2004, 2003 and 2002

(in US$)

                                  2004               2003                2002

Revenue

Charter income              $   9,927,635      $   9,927,635       $   9,927,635

Interest income                   384,126            364,811             344,934
                            -------------      -------------       -------------

Total revenue                  10,311,761         10,292,446          10,272,569
                            -------------      -------------       -------------

Expenses

Interest expense                5,640,617          5,913,632           6,166,560
Management fees &
  other expenses                   56,414             55,152              55,182
Depreciation                    3,190,697          3,190,697           3,190,697
Amortization of debt
  issue costs                      38,964             52,895              94,680
                            -------------      -------------       -------------

Total expenses                  8,926,692          9,212,376           9,507,119
                            -------------      -------------       -------------

Net income                  $   1,385,069      $   1,080,070       $     765,450
                            =============      =============       =============

Retained earnings
  (accumulated deficit),
  start of year             $   1,345,692      $     265,622       $   (499,828)
                            -------------      -------------        ------------

Retained earnings,
  end of year             $   2,730,761      $    1,345,692      $       265,622
                          ==============     ==============      ===============




See accompanying Notes to Financial Statements


<PAGE>

Statements of Cash Flows

For the years ended December 31, 2004, 2003, and 2002

(in US$)

                                     2004               2003                2002
Cash flows from operating activities

Net income                  $   1,385,069      $   1,080,070       $     765,450

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

Depreciation                    3,190,697          3,190,697           3,190,697

Amortization of
   debt issue costs                38,964             52,895              94,680

Changes in operating assets and liabilities

Decrease in interest payable
   and other liabilities      (114,459)         (106,036)              (925,553)
                           ------------      -------------       ---------------

Net cash provided by
   operating activities         4,500,271          4,217,626           3,125,274
                            -------------      -------------       -------------

Cash flows from investing activities

(Increase) decrease in
   restricted investments       (400,271)          (367,626)             474,726
                            -------------      -------------       -------------

Net cash (used in)
   provided by investing
   activities                   (400,271)          (367,626)             474,726
                            -------------      -------------       -------------

Cash flows from financing activities

Repayment of mortgage notes   (4,100,000)        (3,850,000)         (3,600,000)
                            -------------      -------------       -------------
Net cash used in
   financing activities       (4,100,000)        (3,850,000)         (3,600,000)
                            -------------      -------------       -------------

Net Change in Cash          $           -      $           -       $           -
                            =============      =============       =============

Supplemental disclosures of cash flow information:

Cash paid during the
   period for interest      $   5,755,075      $   6,019,668       $   6,264,810
                            =============      =============       =============



See accompanying Notes to Financial Statements


<PAGE>

1.   DESCRIPTION OF BUSINESS

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

     Golden  State  Petroleum  Transport  Corporation   ("GSPTC"),   a  Delaware
     corporation  as an agent for the  Company and IOM I-B,  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  $24,900,000
     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. The vessel,  the "Antares  Voyager" (the "Vessel"),
     was  delivered  to the  Company on December  7, 1998 and  concurrently  was
     chartered  to Chevron  Transport  Corporation  ("Chevron")  pursuant  to an
     initial  charter  for a term of  eighteen  years.  Chevron has an option to
     terminate the charter on the eighth anniversary of the delivery date of the
     Vessel.  Chevron's  obligations under the initial charter are guaranteed by
     Chevron Corporation.

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

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-B
     for the issued  amount of  $178,800,000.  At  December  31, 2004 the amount
     outstanding  on the Notes  was  $143,400,000.  In  preparing  the  separate
     company  financial  statements  of the Company and IOM I-B,  the  aggregate
     amount of the Notes has been  allocated so as to reflect the  difference in
     the contracted cost of the vessels.

     Operating Lease

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

     Vessel

     The cost of the Vessel,  including  capitalized  costs and  interest,  less
     estimated residual value is being depreciated on a straight line basis over
     the Vessel's remaining life. The 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. 144,  "Accounting for the Impairment or Disposal of Long-Lived
     Assets" ("SFAS 144").

<PAGE>

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

     Mortgage Notes:  The estimated fair value of the mortgage notes is based on
     the quoted  market  price of these or similar  notes  when  available.  The
     carrying  value and  estimated  fair  value of the Notes  consisted  of the
     following at December 31, 2004 and 2003:

                               2004          2004          2003          2003
                        Carrying Value    Fair Value      Carrying    Fair Value
                                                           Value
     Term Notes             63,550,000    69,507,813    63,550,000    61,829,066
     Serial Notes            7,450,000     7,552,970    11,550,000    12,017,829

     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  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 18% 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.

<PAGE>

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.

3.   ADOPTION OF NEW ACCOUNTING STANDARDS

     In  December  2004,  the FASB  issued  Statement  of  Financial  Accounting
     Standards 153 Exchanges of Nonmonetary  Assets, an amendment of APB Opinion
     No.  29  ("SFAS  153").  APB  Opinion  No. 29  Accounting  for  Nonmonetary
     Transactions   ("APB  29")  provides  that   accounting   for   nonmonetary
     transactions  should  be  measured  based on the fair  value of the  assets
     exchanged but allows certain exceptions to this principle.  SFAS 153 amends
     APB 29 to eliminate  the  exception  for  nonmonetary  exchanges of similar
     productive assets and replaces it with a general exception for exchanges of
     nonmonetary  assets that don't have  commercial  substance.  A  nonmonetary
     exchange  has  commercial  substance if the future cash flows of the entity
     are expected to change significantly as a result of the exchange.  SFAS 153
     is effective for nonmonetary  asset  exchanges  occurring in fiscal periods
     beginning after June 15, 2005 and shall be applied prospectively.  As such,
     adoption of SFAS 153 will not have an effect on the Company's results until
     that date.

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  could  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:

                                                   2004                2003

     Debt issue costs                         $   1,216,653       $   1,216,653
     Accumulated amortization                      (667,829)           (628,865)
                                               -------------       -------------
                                              $     548,824       $     587,788
                                               =============       =============

6.   VESSEL

                                                   2004                2003

     Cost at beginning of year                $  86,067,428       $  86,067,428
                                               =============       =============

     Accumulated depreciation at
       beginning of year                      $  16,219,376       $  13,028,679
     Charge for year                              3,190,697           3,190,697
                                               -------------       -------------
     Accumulated depreciation at end of year  $  19,410,073       $  16,219,376
                                               =============       =============

     Net book value at end of year            $  66,657,355       $  69,848,052
                                               =============       =============

<PAGE>

7.   MORTGAGE NOTES

     The  Serial  Notes  were  issued  in  the  aggregate  principal  amount  of
     $51,700,000,  of which  $24,900,000 was allocated to the Company.  The Term
     Notes were issued in the aggregate  principal  amount of  $127,100,000,  of
     which  $63,550,000  was allocated to the Company.  Interest on the Notes is
     payable semi-annually on each February 1 and August 1.



     (in thousands of $)                               2004            2003

     Serial notes due February 1, 2004                    -           4,100
     Serial notes due February 1, 2005                4,350           4,350
     Serial notes due February 1, 2006                3,100           3,100
     Term notes due February 1, 2019                 63,550          63,550
     ------------------------------------------ ---------------- ---------------
     Total mortgage notes                            71,000          75,100
     Less: short-term portion                        (4,350)         (4,100)
                                                     66,650          71,000
     ========================================== ================ ===============

     The outstanding debt as of December 31, 2004 is repayable as follows:

     Year ending December 31,
     (in thousands of $)
     2005                                                                  4,350
     2006                                                                  3,100
     2007                                                                      -
     2008                                                                      -
     2009                                                                      -
     2010 and later                                                       63,550
                                                                ----------------
     Total debt                                                           71,000
                                                                ================

     As of December 31, 2004, the effective average interest rate for the Serial
     Notes was 6.823%.

     The Term  Notes are  subject  to  redemption  through  the  operation  of a
     mandatory sinking fund on each payment date commencing August 1, 2007 up to
     and  including  August 1, 2018,  according  to the schedule of sinking fund
     redemption  payments set forth below.  The 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.

<PAGE>

     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
     ----------------------
     August 1, 2007                                                $   1,340,000
     February 1, 2008                                                  1,395,000
     August 1, 2008                                                    1,450,000
     February 1, 2009                                                  1,510,000
     August 1, 2009                                                    1,570,000
     February 1, 2010                                                  1,635,000
     August 1, 2010                                                    1,700,000
     February 1, 2011                                                  1,765,000
     August 1, 2011                                                    1,840,000
     February 1, 2012                                                  1,910,000
     August 1, 2012                                                    1,990,000
     February 1, 2013                                                  2,070,000
     August 1, 2013                                                    2,150,000
     February 1, 2014                                                  2,240,000
     August 1, 2014                                                    2,330,000
     February 1, 2015                                                  2,420,000
     August 1, 2015                                                    2,520,000
     February 1, 2016                                                  2,620,000
     August 1, 2016                                                    2,725,000
     February 1, 2017                                                  2,835,000
     August 1, 2017                                                    2,950,000
     February 1, 2018                                                  3,070,000
     August 1, 2018                                                    3,190,000
     February 1, 2019                                                 14,325,000
                                                                   -------------
                                                                   $  63,550,000

     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 to the Trustee of the initial charter,  the Chevron  Corporation
     guarantee and certain other collateral.

     The Notes will be subject to mandatory redemption on a pro rata basis in an
     aggregate  principal amount equal to the allocated  principal amount of the
     Notes 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  Chevron  exercises  any of its  termination  options  as defined in the
     Initial  Charter,  and the  Company  does  not  enter  into  an  acceptable
     replacement  charter for the Vessel on or before the date which is one week
     prior to the next sinking  fund  payment date for the Term Notes  following
     the effective  date of such  termination  and the Vessel is sold,  with the
     consent of all the holders of the Term  Notes,  then the  outstanding  Term
     Notes will be  redeemed in part,  from the net  proceeds of the sale of the
     Vessel and the allocable portion of the Restricted  Investments account, 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 re-charter the Vessel.

     The Term Notes may be redeemed in whole or in part at the discretion of the
     Company  on any  payment  date on or after  August 1, 1999 at a  redemption
     price equal to 100% of the principal amount thereof plus accrued and unpaid
     interest  to the  date  fixed  for  redemption,  provided  that if (i) such
     redemption  occurs  prior to  February  1,  2018 and (ii) 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 Chevron
     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.  In  addition,  Term Notes may be redeemed in part in an  aggregate
     principal  amount equal to the allocated  principal amount of the Notes for
     the  Vessel if the  Initial  Charter  for the Vessel is  terminated  and an
     acceptable  replacement  charter is not entered into, at a redemption price
     equal to 100% of the principal  amount thereof plus accrued interest to the
     date fixed for redemption.

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

8.    COMMITMENTS AND CONTINGENCIES

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

     2005                                                              9,927,635
     2006                                                              9,247,660
                                                                   -------------
                                                                   $  19,175,295

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 invested with Pacific
     Mutual Life Insurance.

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

10.  RELATED PARTY TRANSACTIONS

     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, 2004, 2003, and 2002 are as follows:

                                    2004               2003                2002

     Management fee expenses $     50,000      $      50,000       $      50,000
     Management fee payable  $     20,833      $      20,833       $      20,833

<PAGE>

ITEM 19.  EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12.1      Certification of the Principal Executive Officer

12.2      Certification of the Principal Financial Officer

13.1      Certifications under Section 906 of the Sarbanes-Oxley Act of 2002

<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-A) PLC
                                  (Registrant)




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

                           Kate Blankenship, Director

                                Date: June 30, 2005



02089.0007 #582917