<PAGE>

                       EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-K

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

For the fiscal year ended    December 31, 2000
                          --------------------------------------
                               OR

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

For the transition period from    to
                               ---------------------------------

Commission file number        333-26227
                        ----------------------------------------

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


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


               c/o Frontline Ltd., Mercury House,
               101 Front Street, Hamilton, Bermuda
----------------------------------------------------------------
            (Address of principal executive offices)


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


    Title of each class                Name of each exchange
                                       on which registered
----------------------------      ------------------------------

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




<PAGE>

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

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

         Yes  ___X___        No _______

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

         [ X ]

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

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

DOCUMENTS INCORPORATED BY REFERENCE:        None



<PAGE>

          GOLDEN STATE PETROLEUM TRANSPORT CORPORATION

                            FORM 10-K

TABLE OF CONTENTS
                                                            Page
PART I

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

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

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

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


PART II

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

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

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

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

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

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

PART III

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

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

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

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





<PAGE>

PART IV

    Item 14.  Exhibits, Financial Statement Schedules
                and Reports on Form 8-K ..................   11




















































<PAGE>


                             PART I

Item 1.    Business

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

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

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

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




                                1



<PAGE>

Charters

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

Item 2.    Properties

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

Item 3.    Legal Proceedings

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

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

Inapplicable.


                            PART II

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

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

(b) As of March 25, 2001 with respect to the Common Stock there
    was one (1) holder of record of the Registrant's Common
    Stock.

Item 6.    Selected Financial Data

Inapplicable.




                                2



<PAGE>

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

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

Item 7A.    Quantitative and Qualitative Disclosures About Market
Risk

Inapplicable.





































                                3



<PAGE>

Item 8.    Financial Statements and Supplementary Data


    Report of Independent Certified Public Accountants          4


    Balance Sheets as of December 31, 2000 and 1999             5


    Statements of Operations and Retained Earnings for          6
    the Years Ended December 31, 2000, 1999 and 1998


    Statements of Cash Flows for the Years Ended                7
    December 31, 2000, 1999 and 1998


    Notes to Financial Statements                               8



































                                4



<PAGE>

Report of Independent Certified Public Accountants


To the Board of Directors
Golden State Petroleum Transport Corporation


We have audited the accompanying balance sheets of Golden State
Petroleum Transport Corporation, a wholly-owned subsidiary of
Golden State Holdings I, Limited, as of December 31, 2000 and
1999 and the related statements of operations and retained
earnings, and cash flows for the years ended December 31, 2000,
1999 and 1998.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Golden State Petroleum Transport Corporation at December 31,
2000 and 1999, and the results of its operations and its cash
flows for the years ended December 31, 2000, 1999 and 1998 in
conformity with accounting principles generally accepted in the
United States of America.



Grant Thornton LLP



New York, New York
January 19, 2001









                                5



<PAGE>

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

Balance Sheets as of December 31, 2000 and 1999


                                                   2000      1999
ASSETS
    Cash                                        $     2   $     2
    Accounts receivable                               -         -
                                                -------   -------
    Total assets                                $     2   $     2
                                                =======   =======
LIABILITIES AND STOCKHOLDERS' EQUITY
    Accounts payable                            $     -   $     -
                                                -------   -------
    Total liabilities                                 -         -
                                                -------   -------

    Stockholders' equity
    Common stock, no par value;
      100 shares authorized;
    2 shares issued and outstanding                   2         2
    Retained earnings                                 -         -
                                                -------   -------
    Total stockholders' equity                        2         2
                                                -------   -------
    Total liabilities and
      stockholders' equity                      $     2   $     2
                                                =======   =======






See accompanying Notes to Financial Statements
















                                6



<PAGE>

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

Statements of Operations and Retained Earnings
for the years ended December 31, 2000, 1999 and 1998

                                         2000      1999      1998
Revenue
    Agency fees                       $     -   $     -   $     -
                                      -------   -------   -------
Expenses
    Transaction expenses                    -         -         -
                                      -------   -------   -------

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

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







See accompanying Notes to Financial Statements
























                                7



<PAGE>

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

Statements of Cash Flows
for the years ended December 31, 2000, 1999 and 1998


                                         2000      1999      1998
Cash flows from operating activities
Net income                            $     -   $     -   $     -
Changes in assets and liabilities
    Decrease (increase) in
     accounts receivable                    -         -         -
    (Decrease) increase in
     accounts payable                       -         -         -
                                      -------   -------   -------
    Net cash provided by
     operating activities                   -         -         -
                                      -------   -------   -------
Cash flows from financing activities
    Capital contribution                    -         -         -
                                      -------   -------   -------
    Net cash provided by
     financing activities                   -         -         -
                                      -------   -------   -------
Cash at beginning of year                   2         2         2
                                      -------   -------   -------
Cash at end of year                   $     2   $     2   $     2
                                      =======   =======   =======






See accompanying Notes to Financial Statements

















                                8



<PAGE>

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

1.  THE COMPANY

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

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

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

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

2.  RELATED PARTY TRANSACTIONS

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





                                9



<PAGE>

3.  ADOPTION OF NEW ACCOUNTING STANDARDS

    In June 1998, the Financial Accounting Standards Board
    ("FASB") issued Statement of Financial Accounting Standards
    No. 133, "Accounting for Derivatives and Hedging Activities"
    ("SFAS 133"). SFAS 133 as amended by FAS 138, establishes
    accounting and reporting standards for derivative instruments
    and hedging activities. It requires an entity to recognise
    all derivatives as either assets or liabilities on the
    balance sheet and measure those instruments at fair value.
    Changes in the fair value of derivatives are recorded each
    period in current earnings or other comprehensive income,
    depending on whether a derivative is designated as part of a
    hedge transaction and, if it is, the type of hedge
    transaction. The Company is required to adopt SFAS 133 in the
    first quarter of fiscal year 2001. Management does not expect
    the initial adoption of SFAS 133 to have a material effect on
    the Company's operations or financial position.

4.  CAPITALIZATION

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






























                               10



<PAGE>

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

On March 5, 1998, Coopers & Lybrand L.L.P. resigned as the
Company's certifying accountants.  Coopers & Lybrand's opinion on
the Registrants' financial statements as of March 31, 1997 and
for the period from inception of the companies (December 5, 1996
for Golden State Petroleum Transport Corporation and December 24,
1996 for the Owners), contained no adversities, disclaimers,
uncertainties or qualifications.

The resignation of Coopers & Lybrand L.L.P. was not recommended
or approved by the Company's Board of Directors as it was the
decision of Coopers & Lybrand L.L.P. not to continue as the
Company's auditors.

Certain persons who previously served as officers or directors of
the Registrant also served as officers of one or more companies
affiliated with the Registrant.  In the course of performing
audits for certain of those affiliates (none of which has any
class of securities registered under the federal securities
laws), Coopers & Lybrand L.L.P. ("C&L") informed management of
those affiliates that C&L was no longer willing to rely on the
representations of management of those affiliates or of the
Registrant, because of C&L's belief that management of those
affiliates had failed to disclose to C&L certain matters relating
to those affiliates (but unrelated to the business or financial
condition of the Registrant) in a timely manner. Although
management of those affiliates of the Registrant has advised C&L
that it believes that it did make disclosure to C&L in a timely
manner of all material matters regarding those affiliates, C&L
resigned as the accountants for those affiliates as well as all
other companies affiliated therewith, including the Registrant.


                            PART III

Item 10.     Directors and Executive Officers of the Registrant

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

Name               Age   Position with the Company

Tor Olav Troim     38    Director and President
Kate Blankenship   36    Director, Secretary, Chief Executive
                         Officer, Chief Financial Officer and
                         Chief Accounting Officer



                               11



<PAGE>

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

TOR OLAV TROIM:  Mr. Troim was appointed President of Golden
State Petroleum Transport Corporation on July 30, 1998 and has
been a Director of the Company since November 1, 1998.  Mr. Troim
serves as director and vice-president of Frontline Ltd.  He also
serves as a director of Frontline AB, a wholly-owned subsidiary
of Frontline, and is a director of Frontline Management AS, which
company supports Frontline Ltd. in the implementation of
decisions made by the Board of Directors.  Mr. Troim also serves
as a consultant to Sea Tankers.  He is a director of Aktiv
Inkasso ASA and Northern Offshore ASA, both Norwegian publicly
listed companies

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

Item 11.     Executive Compensation

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

Item 12.     Security Ownership of Certain Beneficial Owners and
Management

The following table provides information as of March 22, 2001
with respect to the ownership by each person or group of persons,
known by the registrant to be a beneficial owner of 5% or more of
the Common Stock.

Except as set forth below, the Registrant is not aware of any
beneficial owner of more than 5% of the Common Stock as of close
of business on March 22, 2001.










                               12



<PAGE>

                      Beneficial Ownership

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

    Ordinary Shares  Hemen Holding Limited*   2         100%


___________________

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


Item 13.     Certain Relationships and Related Transactions

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

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
















                               13



<PAGE>

                             PART IV

Item 14.     Exhibits, Financial Statement Schedules, and Reports
on Form 8-K

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

1. Financial Statements

Report of Grant Thornton LLP, Independent Certified Public
Accountants

Balance Sheets at December 31, 2000 and 1999

Statements of Operations and Retained Earnings for the Years
Ended December 31, 2000, 1999 and 1998

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

Notes to Financial Statements

(b) Reports on Form 8-K

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

























                               14



<PAGE>

                           SIGNATURES

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

                                  Golden State Petroleum
                                  Transport Corporation
                                  ------------------------------
                                       (Registrant)

Date     March 30, 2001           By   /s/ Tor Olav Troim
    --------------------------       ---------------------------
                                       Tor Olav Troim
                                       President


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



Date     March 30, 2001           By   /s/ Kate Blankenship
    --------------------------       ---------------------------
                                       Kate Blankenship
                                  Director, Chief Executive
                                  Officer, Chief Financial
                                  Officer, Chief Accounting
                                  Officer


Date     March 30, 2001           By   /s/ Tor Olav Troim
    --------------------------       ---------------------------
                                       Tor Olav Troim
                                       Director















                               15
02089007.AC0