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

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended      December 31, 2003

                                       OR

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

For the transition period from         to

Commission file number             333-26227

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

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

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

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

           Title of each class                   Name of each exchange
                                                  on which registered

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

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

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

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

     Yes |X|                       No |_|

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

     [X]

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

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

DOCUMENTS INCORPORATED BY REFERENCE:    None
<PAGE>

                  GOLDEN STATE PETROLEUM TRANSPORT CORPORATION

                                    FORM 10-K

TABLE OF CONTENTS
                                                                            Page
PART I

      Item 1.  Business                                                       1

      Item 2.  Properties                                                     1

      Item 3.  Legal Proceedings                                              1

      Item 4.  Submission of Matters to a Vote of Security Holders            1

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 7A  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

      Item 9A  Controls and Procedures                                        9

PART III

      Item 10. Directors and Executive Officers of the Registrant             9

      Item 11. Executive Compensation                                        10

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

      Item 13. Certain Relationships and Related Transactions                10

      Item 14. Principal Accountant Fees and Services                        10

PART IV

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

                                     PART I

Item 1. Business

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

Golden State Holdings I, Limited ("GSH"),  an Isle of Man company,  is the owner
of all of the issued  and  outstanding  shares of the  Company  and the  Owners.
Golden  State  Holdings is a  wholly-owned  subsidiary  of  Independent  Tankers
Corporation,  a Cayman  Islands  company  ("ITC") which is itself a wholly-owned
subsidiary of Hemen Holding Limited, a Liberian company.  Hemen is the principal
shareholder  of  Frontline  Ltd  and  is  indirectly   controlled  by  Mr.  John
Fredriksen.  Frontline, through its wholly-owned subsidiary,  Golden Ocean Group
Ltd.,  has an  option  to  acquire  all of the  shares  of  Independent  Tankers
Corporation from Hemen Holding Limited. This option may be exercised at any time
up to July 1, 2010.

Pursuant to a management  agreement  between  each of the Owners and  Frontline,
Frontline  provides  administrative,  management  and  advisory  services to the
Owners at an annual  fee of $50,000  each,  payable  semi-annually.  All cost of
administering  the Owners and the  Company  are  payable by  Frontline  from the
management  fee. The  management  agreement is effective  until  termination  by
either party upon 30 days prior written notice.

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 newbuilding VLCC, the "Antares  Voyager"  (formerly named
"Frank A. Shrontz") and on March 15, 1999, Golden State Petro (IOM I-B) PLC took
delivery of a  newbuilding  VLCC,  the  "Phoenix  Voyager"  (formerly  named "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.
<PAGE>

                                     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 29,  2004 with  respect to the Common  Stock  there was one (1)
     holder of record of the Registrant's Common Stock.

Item 6. Selected Financial Data

Inapplicable.

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

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Inapplicable.
<PAGE>

Item 8. Financial Statements and Supplementary Data

     Report of Independent Certified Public Accountants                      4

     Balance Sheets as of December 31, 2003 and 2002                         5

     Statements of Operations and Retained Earnings for the                  6
     Years Ended December 31, 2003, 2002 and 2001

     Statements of Cash Flows for the Years Ended December 31,               7
     2003, 2002 and 2001

    Notes to Financial Statements                                            8
<PAGE>

Report of Independent Certified Public Accountants

To the Board of Directors
Golden State Petroleum Transport Corporation

We have  audited  the  accompanying  balance  sheets of Golden  State  Petroleum
Transport  Corporation,  a  wholly-owned  subsidiary of Golden State Holdings I,
Limited,  as of  December  31,  2003  and  2002 and the  related  statements  of
operations  and retained  earnings,  and cash flows for the years ended December
31, 2003, 2002 and 2001. 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,  2003 and 2002,  and the results of its
operations  and its cash flows for the years ended  December 31, 2003,  2002 and
2001 in conformity with accounting  principles  generally accepted in the United
States of America.

Grant Thornton LLP

New York, New York
March 26, 2004
<PAGE>

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

Balance Sheets as of December 31, 2003 and 2002

                                                             2003       2002

Assets

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

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

Liabilities and STOCKholder's equity

    Stockholder's equity

    Common stock, no par value; 100 shares authorized;

    2 shares issued and outstanding                             2          2

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

    Total stockholder's equity                                  2          2
                                                         --------   --------

    Total liabilities and stockholder's equity           $      2   $      2
                                                         ========   ========

See accompanying Notes to Financial Statements
<PAGE>

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

Statements of Operations and Retained Earnings

for the years ended December 31, 2003, 2002 and 2001

                                                      2003       2002       2001

Revenue

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

Expenses

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

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

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

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

See accompanying Notes to Financial Statements
<PAGE>

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

Statements of Cash Flows

for the years ended December 31, 2003, 2002 and 2001

                                                    2003       2002       2001

Cash flows from operating activities

Net income                                      $     --   $     --   $     --

    Net cash provided by operating activities         --         --         --

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

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

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

See accompanying Notes to Financial Statements
<PAGE>

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

1.   THE COMPANY

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

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

     Basis of Presentation

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

     Accounting Estimates

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

2.   ADOPTION OF NEW ACCOUNTING STANDARDS

     In January  2003,  the FASB  issued  Interpretation  46,  Consolidation  of
     Variable   Interest   Entities.   In   December   2003,   the  FASB  issued
     Interpretation 46 Revised,  Consolidation of Variable Interest Entities. In
     general, a variable interest entity is a corporation,  partnership,  trust,
     or any other legal  structure  used for business  purposes  that either (a)
     does not  have  equity  investors  with  voting  rights  or (b) has  equity
     investors that do not provide sufficient financial resources for the entity
     to support its activities.  Interpretation  46 requires a variable interest
     entity to be combined by a company if that company is subject to a majority
     of the risk of loss  from the  variable  interest  entity's  activities  or
     entitled to receive a majority of the  entity's  residual  returns or both.
     The  consolidation  requirements  of  Interpretation  46 apply in the first
     fiscal year or interim  period  ending after  December 15, 2003 to variable
     interest  entities  created  after  January  31,  2003.  The  consolidation
     requirements  apply in the first fiscal year or interim period ending after
     December 15, 2003 for "Special Purpose Entities" created before January 31,
     2003.  The  consolidation  requirements  apply in the first  fiscal year or
     interim  period  ending  after  March 15, 2004 for other  entities  created
     before January 31, 2003.  Certain of the disclosure  requirements  apply in
     all financial statements issued after  January 31, 2003, regardless of when
     the   variable   interest   entity  was   established.   The   adoption  of
     Interpretation  46R  will  not  have a  material  impact  on the  Company's
     financial statements.

3.   CAPITALIZATION

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

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

No  changes  were made to,  nor was there any  disagreement  with the  Company's
independent   auditors   regarding,   the  Company's   accounting  or  financial
disclosure.

Item 9A. Controls and Procedures

The  Company's  management,  with  the  participation  of  the  Owners'  manager
Frontline Ltd,  including the Company's  President and Chief Financial  Officer,
has  evaluated  the  effectiveness  of the  Company's  disclosure  controls  and
procedures  as of December 31, 2003.  Based on that  evaluation,  the  Company's
President and Chief Financial  Officer  concluded that the Company's  disclosure
controls and procedures were effective as of December 31, 2003.

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.

                                    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 Tr0im      41       Director and President
Kate Blankenship    39       Director, Secretary, Chief Executive Officer, Chief
                             Financial Officer and Chief Accounting Officer

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

TOR OLAV TR0IM:  Mr. Tr0im 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.  Tr0im serves as director  and  vice-president  of
Frontline  Ltd.  Mr.  Tr0im is a director of Aktiv  Inkasso ASA and Northern Oil
ASA, both Norwegian Oslo Stock Exchange listed  companies and Northern  Offshore
Ltd., a Bermuda company listed on the Oslo Stock  Exchange.  Mr. Tr0im is also a
director,  Vice-President  and Chief Executive  Officer of Golar LNG Limited,  a
Bermuda company publicly listed on Nasdaq and the Oslo Stock Exchange.  Prior to
his service  with  Frontline,  from January  1992,  Mr. Tr0im served as managing
director  and a member  of the board of  directors  of DNO AS, a  Norwegian  Oil
Company.

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

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one beneficial holder,  Hemen Holding Limited.  The Owners obligations toward
their 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 roles  played by an audit  committee  or business  code of ethics would
have no applicability to the Company.

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following  table  provides  information as of March 29, 2004 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 29, 2004.

                              Beneficial Ownership

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

Ordinary Shares          Hemen Holding Limited(1)       2               100%

(1)  The issued and outstanding  shares of the Company are owned by Golden State
     Holdings I,  Limited.  All of the issued and  outstanding  shares of Golden
     State Holdings are owned by  Independent  Tankers  Corporation.  All of the
     issued and outstanding shares of Independent  Tankers Corporation are owned
     by Hemen, a Liberian corporation. 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  Ltd.  Frontline is a Bermuda  company,
whose  ordinary  shares  trade  on the New York  Stock  Exchange,  London  Stock
Exchange and the Oslo Stock Exchange. Frontline provides administrative,  vessel
management  and  advisory  services to the Owners.  Frontline is an affiliate of
Hemen.  Hemen is the indirect parent of the Company and the Owners.  Frontline's
primary  business is owning and operating  vessels that transport  crude oil and
oil products.

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

Item 14. Principal Accountant Fees and Services

We have engaged Grant  Thornton LLP as our principal  accountant.  The following
table summarizes fees we have paid Grant Thornton LLP for independent  auditing,
tax and related services for each of the last two fiscal years:

                                                2003                 2002
     (in thousands of US dollars)
     Audit fees (1)                             3,200                2,750
     Audit-related fees (2)                     n/a                  n/a
     Tax fees (3)                               n/a                  n/a
     All other fees (4)                         n/a                  n/a

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

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

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

(4)  All  other  fees  represent  amounts  we were  billed  in each of the years
     presented for services not classifiable  under the other categories  listed
     in the table above. Grant Thornton LLP rendered no such services during the
     last two years.

The  engagement  of the  Company's  auditor  is  approved  by the full  Board of
Directors in advance of the engagement.

<PAGE>

                                     PART IV

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

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

1. Financial Statements

Report of Grant Thornton LLP, Independent Certified Public Accountants

Balance Sheets at December 31, 2003 and 2002

Statements of Operations and Retained  Earnings for the Years Ended December 31,
2003, 2002 and 2001

Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001

Notes to Financial Statements

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

(b) Reports on Form 8-K

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

                                   SIGNATURES

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

                  Golden State Petroleum Transport Corporation
                  (Registrant)

Date  March 31, 2004         By  /s/ Tor Olav Tr0im
                             -----------------------------
                             Tor Olav Tr0im
                             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 31, 2004         By  /s/ Kate Blankenship
                             -----------------------------
                             Kate Blankenship
                             Director, Chief Executive Officer, Chief Financial
                             Officer, Chief Accounting Officer

Date  March 31, 2004         By  /s/ Tor Olav Tr0im
                             -----------------------------
                             Tor Olav Tr0im
                             Director