<PAGE>

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

                            FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
             OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended December 31, 2000

                               OR

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

Commission file number 333-26227

                Golden State Petro (IOM I-A) PLC
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     (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
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         (Jurisdiction of incorporation or organization)

      c/o 15-19 Athol Street, Douglas, Isle of Man IM1 1LB
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            (Address of principal executive offices)

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

    TITLE OF EACH CLASS                NAME OF EACH EXCHANGE
                                       ON WHICH REGISTERED

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



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

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

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

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

       2 Shares of Common Stock, $1.00 par value per share
----------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

         Yes  X                        No ________
              -------

Indicate by check mark which financial statement item the
registrant has elected to follow.

         Item 17 _______               Item 18  X
                                           ----------




















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<PAGE>

                        TABLE OF CONTENTS

                                                             PAGE
PART I
   Item 1.    Identity of Directors, Senior Management and
              Advisors........................................6
   Item 2.    Offer Statistics and Expected Timetable  .......6
   Item 3.    Key Information  ...............................6
   Item 4.    Information on the Company.....................12
   Item 5.    Operating and Financial Review and Prospects...25
   Item 6.    Directors, Senior Management and Employees.....29
   Item 7.    Major Shareholders and Related Party
              Transactions...................................31
   Item 8.    Financial Information..........................32
   Item 9.    The Offer and Listing..........................32
   Item 10.   Additional Information.........................32
   Item 11.   Quantitative and Qualitative Disclosures about
              Market Risk....................................34
   Item 12.   Description of Securities Other Than Equity
              Securities.....................................36

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

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




















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    CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

         Golden State Petro (IOM 1-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


                                4



<PAGE>

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.


















































                                5



<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, 2000, 1999 and 1998, and the
selected balance sheet data with respect to the fiscal years
ended December 31, 2000 and 1999, have been derived from the
Company's Financial Statements included herein and should be read
in conjunction with such statements and the notes thereto. The
selected income statement data with respect to the fiscal year
ended December 31, 1997 and the fiscal period ended December 31,
1996 and the selected balance sheet data with respect to the
fiscal years ended December 31, 1998 and 1997 and the fiscal
period ended December 31, 1996 has been derived from financial
statements of the Company not included herein. The following
table should also be read in conjunction with Item 5 "Operating
and Financial Review and Prospects" and the Company's
Consolidated Financial Statements and Notes thereto included
herein. The Company's accounts are maintained in US dollars.

                                                                Period Ended
                               Year Ended December 31,          December 31
                   -------------------------------------------  -------------
                     2000         1999        1998        1997        1996
                   --------     --------    --------    --------    --------
(in US$, except
share data)
Total revenues   10,234,905  10,188,790    3,363,307   3,648,622     50,722
Net income (loss)   286,721      91,929     (774,006)   (601,649)   (17,602)
Cash dividends
per share                 -           -            -           -          -
Vessel, net      79,420,143  82,610,840   85,801,537           -          -
Vessel under
construction              -           -            -  38,527,389 35,833,473
Total Assets     88,483,236  89,986,787   90,772,150  90,668,859 61,521,663
Total Short Term
Note Obligations  3,350,000   2,550,000            -           -          -
Total Long Term
Note Obligations 82,550,000  85,900,000   88,450,000  88,450,000 61,450,000
Common Shares             2           2            2           2          2


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Common Shares
Outstanding               2           2            2           2          2



















































                                7



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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.



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<PAGE>

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

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

         -    increased refining capacity in the Arabian Gulf
              area;

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

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

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

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

BECAUSE OUR CHARTER MAY BE TERMINATED IN 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.




                                9



<PAGE>

         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



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<PAGE>

         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
CHEVRON CORPORATION

         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




                               11



<PAGE>

         We currently must dedicate a large portion of our cash
flow from operations to satisfy our debt service obligations.
Our ability to pay interest on, and other amounts due in respect
of, our Notes will depend on our future operating performance,
prevailing economic conditions and financial, business and other
factors, many of which are beyond our control.  There can be no
assurance that our cash flow and capital resources will be
sufficient for payment of our indebtedness in the future.  If we
are unable to service our indebtedness or obtain additional
financing, as needed, could have a material adverse effect on us
and you.

GOVERNMENTS COULD REQUISITION OUR VESSELS DURING A PERIOD OF WAR
OR EMERGENCY, RESULTING IN A LOSS OF EARNINGS

         A government could requisition for title or seize our
vessel.  Requisition for title occurs when a government takes
control of a vessel and becomes her owner.  Also, a government
could requisition our vessel for hire.  Requisition for hire
occurs when a government takes control of a vessel and
effectively becomes her charter at dictated charter rates.
Generally, requisitions occur during a period of ware or
emergency.  Government requisition of our vessel would negatively
impact our revenues.

OUR NOTES MAY NOT BE AS LIQUID AS OTHER SECURITIES WITH
ESTABLISHED TRADING MARKETS, WHICH MAY AFFECT THE VALUE OF THE
NOTES AND YOUR ABILITY TO TRADE THEM

         Our Notes are not listed on any national securities
exchange or traded on the Nasdaq National Market and have no
established trading market.  Consequently, our Notes could trade
at prices that may be higher or lower than their principal amount
or purchase price, depending on many factors, including
prevailing interest rates, the market for similar notes and
warrants, and our financial performance.  The placement agents
for our Notes currently make a market for our Notes, but are not
obligated to do so and may discontinue their market making
activity at any time.  In addition, their market making activity
is subject to the limits imposed by the Securities Act and the
Exchange Act.  We cannot assure you that an active trading market
will exist for the Notes or that any market for the Notes will be
liquid.

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

         We are highly leveraged.  As of December 31, 2000, we
had $85.9 million in total indebtedness outstanding and a
stockholders deficit of $1 million.  The degree to which we are



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<PAGE>

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

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

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

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

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

         --   we may be more highly leveraged than other tanker
              owners with which we compete, which may put us at a
              competitive disadvantage.

WE HAVE A LIMITED BUSINESS PURPOSE WHICH LIMITS OUR FLEXIBILITY

         The activity of the Company is limited to issuing the
Notes, engaging in the acquisition, disposition, ownership, and
chartering of a VLCC oil tanker.  During the terms of our charter
with Chevron Transport Corporation we expect that the only source
of operating revenue from which we may pay principal and interest
on the Notes will be from this charter.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

         Golden State Petro (IOM I-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 ("VLCC" or "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


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<PAGE>

proceeds from the offering and sale of the Notes allocated to the
Company, were used by the Company to fund the construction of a
VLCC by Samsung Corporation and Samsung Heavy Industries Co. Ltd.
(together the "Builders") under the technical supervision of the
Chevron Shipping Company as agent for Chevron Transport
Corporation (the "Initial Charterer") which is an indirect,
wholly-owned subsidiary of Chevron Corporation.  The Vessel, the
"Frank A. Shrontz", was accepted by the Company under the
building contract on December 7, 1998 and concurrently was
delivered to the Initial Charterer under an initial charter for a
term of eighteen years (the "Initial Charter"). The Frank A.
Shrontz is a double-hulled carrier of approximately 308,500
deadweight tonnes ("dwt") and is currently registered under the
Bahamian Flag.  The Initial Charterer has an option to terminate
the charter on the eighth anniversary of the delivery date of the
Vessel.  The Initial Charterer's obligations under the Initial
Charter are guaranteed by Chevron Corporation.

         The Company, IOM I-B, and GSPTC are wholly-owned
subsidiaries of Golden State Holdings I, Limited ("GSH"), an Isle
of Man holding company.  Prior to May 12, 1998, GSH was wholly-
owned by Cambridge Petroleum Transport Corporation, a Cayman
Islands company ("CPTC").  On May 12, 1998, all of the issued and
outstanding shares of GSH were transferred by CPTC to Independent
Tankers Corporation, a Cayman Islands company ("ITC").  On the
same date, all of the issued and outstanding shares of ITC were
sold to Frontline Ltd. ("Frontline"), a publicly listed Bermuda
company.

         Pursuant to a share purchase agreement dated December
23, 1998, as amended on March 4, 1999, Frontline has sold,
effective as of July 1, 1998, all of the issued and outstanding
shares of ITC to Hemen Holding Limited, a Cyprus company
("Hemen").  Hemen is the principal shareholder of Frontline and
is indirectly controlled by Mr. John Fredriksen, the Chairman and
Chief Executive Officer of Frontline.

         The Company is chartering the Vessel to the Initial
Charterer under the Initial Charter which is expected to provide,
so long as the Initial Charter is in effect, (a) charter hire
payments sufficient to pay (i) the Company's obligations under
the Notes, (ii) the management fees under the management
agreements, (iii) the estimated recurring fees, (iv) the
estimated fees payable to the indenture trustee for the Notes
(the "Indenture Trustee") and (v) any other costs and expenses
incidental to the ownership and chartering of the Vessel that are
to be paid by the Company and to fund a debt service reserve fund
and (b) that the Vessel will be maintained in accordance with
good commercial maintenance practices, and to arrange for vessel
management and re-marketing services to be available in case any



                               14



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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
("Recurring Fees") are payable by the Manager from the Management
Fee.  The Management Fee is payable semi-annually.  The Companies
believe that the Management Fee will be sufficient to cover the
Companies' anticipated expenses during the term of the Initial
Charter.

CHARTER MARKET

The Initial Charter

         Pursuant to the Initial Charter, the Initial Charterer
has agreed to charter the Vessel commencing on its delivery date
and ending on the eighteenth anniversary of such delivery date.
Pursuant to the Initial Charter, the Initial Charterer has the
right to terminate the Initial Charter on five dates (each, an
"Optional Termination Date") beginning on the expiration of the
period commencing on the delivery date for such Vessel and
terminating on the eighth anniversary thereof (each, a "Fixed
Period") and on each of the four subsequent two-year
anniversaries thereof.  During the Fixed Period, the charter hire
shall be $27,199 per day. Charter hire after the Fixed Period
will be $28,500.  During the term of the Initial Charter, the
Company is not liable for any expense in operating, registering,
documenting, insuring, repairing or maintaining the Vessel and is


                               15



<PAGE>

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

Remarketing

         In the event the Initial Charterer gives notice to the
Company of its intent to terminate the Initial Charter, the
Manager, pursuant to the related Management Agreement, is
required to engage a remarketing agent.  McQuilling Brokerage
Partners, Inc. ("McQuilling") and ACM Shipping Limited ("ACM
Shipping") have agreed to provide on a non-exclusive basis
remarketing services if the Initial Charterer exercises its
option to terminate the Initial Charter for the Vessel.
McQuilling, established in 1972, is a leading New York-based ship
broker whose activities encompass all aspects of chartering, sale
and purchase, ship finance, demolition and project development.
ACM Shipping is a leading London shipbroker which has strong
relationships with the major oil companies.  ACM Shipping has
been in the ship brokerage business since 1982.

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

Charter Rates and the Market for Secondhand Vessels

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


                               16



<PAGE>

         The factors affecting the supply and demand for tanker
vessels are outside of our control, and the nature, timing and
degree of changes in industry conditions are unpredictable.  The
factors that influence demand for tanker capacity include:

         -    demand for oil and oil products;

         -    global and regional economic conditions;

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

         -    changes in seaborne and other transportation
              patterns

The factors that influence the supply of tanker capacity include:

         -    the number of newbuilding deliveries;

         -    the scrapping rate of older vessels; and

         -    the number of vessels that are out of service.

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

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

Competition

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


                               17



<PAGE>

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

INSPECTION, INSURANCE AND REGULATION

Inspection by Classification Society

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

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




                               18



<PAGE>

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

Insurance

         The operation of any ocean-going vessel carries an
inherent risk of catastrophic marine disasters, environmental
mishaps, cargo and property losses or damage and business
interruptions caused by adverse weather and ocean conditions,
mechanical failures, human error, political action in various
countries, war, terrorism, piracy, labor strikes and other
circumstances or events.  Pursuant to the Initial Charter, the
Vessel may be operated through the world in any lawful trade for
which the Vessel is suitable, including carrying oil and its
products.  In the past, political conflicts in many regions,
particularly in the Arabian Gulf, have included attacks on
tankers, mining of waterways and other efforts to disrupt
shipping in the area.  Vessels trading in such regions have also
been subject to acts of terrorism and piracy.  In addition, the
carriage of petroleum products is subject to the risk of spillage
and leakage.  Any such event may result in increased costs or the
loss of revenues or assets, including a Vessel.

         Under the Initial Charter, the Initial Charterer is
entitled to self-insure against marine and war risks relating to
the Vessel and against protections and indemnity risks relating
to the Vessel during the term of the Initial Charter and,
accordingly, purchasers of the Notes cannot rely on the existence
of third-party insurance.  There can be no assurance that all
risks will be adequately insured against, that any particular
loss will be covered or that the Company will be able to procure
adequate insurance coverage at commercially reasonable rates in
the future.  In particular, stricter environmental regulations
may result in increased costs for, or the lack of availability
or, insurance against the risks of environmental damage or
pollution.

         The Initial Charterer will, pursuant to the Initial
Charter, indemnify the Company from damages arising from a
failure to maintain any financial responsibility requirements


                               19



<PAGE>

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

ENVIRONMENTAL AND OTHER REGULATIONS

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

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

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

Environmental Regulation--IMO.

         In April 2001, the International Maritime Organization,
or IMO, the United Nations' agency for maritime safety, revised


                               20



<PAGE>

its regulations governing tanker design and inspection
requirements.  The proposed regulations, which are expected to
become effective September 2002 provided they are ratified by the
IMO member states, provide for a more aggressive phase-out of
single hull oil tankers as well as increased inspection and
verification requirements.  They provide for the phase-out of
most single hull oil tankers by 2015 or earlier, depending on the
age of the vessel and whether or not the vessel complies with
requirements for protectively located segregated ballast tanks.
Segregated ballast tanks use ballast water that is completely
separate from the cargo oil and oil fuel system.  Segregated
ballast tanks are currently required by the IMO on crude oil
tankers constructed after 1983.  The changes, which will likely
increase the number of tankers that are scrapped beginning in
2004, are intended to reduce the likelihood of oil pollution in
international waters.

         The proposed regulation identifies three categories of
tankers based on cargo carrying capacity and the presence or
absence of protectively located segregated ballast tanks.  Under
the new IMO regulations, single-hull oil tankers with carrying
capacities of 20,000 deadweight, or dwt, tons and above carrying
crude oil, fuel oil, heavy diesel oil or lubricating oil as
cargo, and of 30,000 dwt and above carrying other oils, which do
not comply with IMO requirements for protectively located
segregated ballast tanks will be phased out no later than 2007.
Single-hull oil tankers with similar carrying capacities which do
comply with IMO requirements for protectively located segregated
ballast tanks are to be phased out by 2015, depending on the date
of delivery of the vessel.  All other single-hull oil tankers
with carrying capacities of 5,000 dwt and above and not falling
into one of the above categories will also be phased out by 2015,
depending on the date of delivery of the vessel.

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

         The requirements contained in the International Safety
Management Code, or ISM Code, promulgated by the IMO, also affect
our operations.  The ISM Code requires the party with operational
control of a vessel to develop an extensive safety management
system that includes, among other things, the adoption of a
safety and environmental protection policy setting forth
instructions and procedures for operating its vessels safely and
describing procedures for responding to emergencies.  Our vessel
manager is certified as an approved ship manager under the ISM
Code.

         The ISM Code requires that vessel operators obtain a
safety management certificate for each vessel they operate.  This
certificate evidences compliance by a vessel's management with


                               21



<PAGE>

code requirements for a safety management system.  No vessel can
obtain a certificate unless its manager has been awarded a
Document of Compliance, issued by each flag state, under the ISM
Code.  Our vessel has received a safety management certificate.

         Noncompliance with the ISM Code and other IMO
regulations may subject the shipowner or a bareboat charterer to
increased liability, may lead to decreases in available insurance
coverage for affected vessels and may result in the denial of
access to, or detention in, some ports.  Both the U.S. Coast
Guard and European Union authorities have indicated that vessels
not in compliance with the ISM Code by the applicable deadlines
will be prohibited from trading in U.S. and European Union ports,
as the case may be.

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

Environmental Regulation--OPA/CERCLA

         The U.S. Oil Pollution Act of 1990, or OPA, established
an extensive regulatory and liability regime for environmental
protection and cleanup of oil spills.  OPA affects all owners and
operators whose vessels trade with the U.S. or its territories or
possessions, or whose vessels operate in the waters of the U.S.,
which include the U.S. territorial waters and the two hundred
nautical mile exclusive economic zone of the U.S.  The
Comprehensive Environmental Response, Compensation and Liability
Act, or CERCLA, applies to the discharge of hazardous substances
whether on land or at sea.  Both OPA and CERCLA impact our
operations.

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


                               22



<PAGE>

aside from clean-up and containment costs are defined broadly to
include:

         -    natural resource damages and related assessment
              costs;

         -    real and personal property damages;

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

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

         -    loss of subsistence use of natural resources.

         OPA limits the liability of responsible parties to the
greater of $1,200 per gross ton or $10 million per tanker that is
over 3,000 gross tons.  This is subject to possible adjustment
for inflation.  OPA specifically permits individual states to
impose their own liability regimes with regard to oil pollution
incidents occurring within their boundaries, and some states have
enacted legislation providing for unlimited liability for
discharge of pollutants within their waters.  In some cases,
states which have enacted their own legislation have not yet
issued implementing regulations defining tanker owners'
responsibilities under these laws.

         CERCLA, which applies to owners and operators of
vessels, contains a similar liability regime and provides for
cleanup, removal and natural resource damages.  Liability under
CERCLA is limited to the greater of $300 per gross ton or $5
million.  These limits of liability do not apply, however, where
the incident is caused by violation of applicable U.S. federal
safety, construction or operating regulations, or by the
responsible party's gross negligence or willful misconduct.
These limits do not apply if the responsible party fails or
refuses to report the incident or to cooperate and assist in
connection with the substance removal activities.  OPA and CERCLA
each preserve the right to recover damages under existing law,
including maritime tort law.  We believe that we are in
substantial compliance with OPA, CERCLA and all applicable state
regulations in the ports where our vessels will call.

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


                               23



<PAGE>

limitation on liability of $1,200 per gross ton with the CERCLA
liability limit of $300 per gross ton.  Under the regulations,
evidence of financial responsibility may be demonstrated by
insurance, surety bond, self-insurance or guaranty.  Under OPA
regulations, an owner or operator of more than one tanker will be
required to demonstrate evidence of financial responsibility for
the entire fleet in an amount equal only to the financial
responsibility requirement of the tanker having the greatest
maximum liability under OPA/CERCLA.

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

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

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

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

         -    address a "worst case" scenario and identify and
              ensure, through contract or other approved means,
              the availability of necessary private response
              resources to respond to a "worst case discharge";

         -    describe crew training and drills; and

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

Environmental Regulation--Other

         Although the U.S. is not a party to these conventions,
many countries have ratified and follow the liability scheme
adopted by the IMO and set out in the International Convention on
Civil Liability for Oil Pollution Damage, 1969, or CLC.  Under
this convention, a vessel's registered owner is strictly liable


                               24



<PAGE>

for pollution damage caused in the territorial waters of a
contracting state by discharge of oil, subject to some complete
defenses.  Liability is limited to approximately $183 per gross
registered ton or approximately $19.3 million, whichever is less.
If, however, the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum liability rises to
$82.7 million.  The limit of liability is tied to a unit of
account which varies according to a basket of currencies.  The
right to limit liability is forfeited under the CLC where the
spill is caused by the owner's actual fault and under the 1992
Protocol, where the spill is caused by the owner's intentional or
reckless conduct.  Vessels trading to states which are party to
this convention must provide evidence of insurance covering the
limited liability of the owner.  In jurisdictions where the CLC
has not been adopted, various legislative schemes or common law
govern, and liability is imposed either on the basis of fault or
in a manner similar to the CLC.

         In addition, most U.S. states that border a navigable
waterway have enacted environmental pollution laws that impose
strict liability on a person for removal costs and damages
resulting from a discharge of oil or a release of a hazardous
substance.  These laws may be more stringent than U.S. federal
law.  OPA specifically permits individual states to impose their
own liability regimes with regard to oil pollution incidents
occurring within their boundaries, and many states have enacted
legislation providing for unlimited liability for oil spills.

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

Proposed EU Regulations

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

         The sinking of the oil tanker Erika off the coast of
France on December 12, 1999 polluted more than 250 miles of


                               25



<PAGE>

French coastline with heavy oil.  Following the spill, the
European Commission adopted a "communication on the safety of oil
transport by sea," also named the "Erika communication."

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

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

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

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

         In addition, Italy has announced a ban of single hull
crude oil tankers over 5,000 dwt from most Italian ports,
effective April 2001.  This ban will be placed on oil product
carriers, effective December 1, 2001.  It is impossible to
predict what legislation or additional regulations, if any, may
be promulgated by the European Union or any other country or
authority.

C. ORGANIZATIONAL STRUCTURE

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

         The Company does not have any subsidiaries.

D. PROPERTY, PLANTS AND EQUIPMENT

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


ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS


                               26



<PAGE>

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 (the "Pre-Funding Account").  In
addition, the Company entered into a building contract (the
"Building Contract"), the Technical Supervision Agreements, the
Initial Charter, the Management Agreement and certain security
agreements for the benefit of the holders of the Notes and became
the beneficiary of a Building Contract guarantee and the Chevron
guarantee.

         Between the Closing Date and the delivery date of its
Vessel, the operations of the Company consisted solely of (i)
making payments of interest on the Notes, (ii) making payments of
Recurring Fees and Management Fees, (iii) making additional
installments under the building contracts, (iv) receiving
interest on amounts held in the Pre-Funding Account, (v)
receiving certain non-cash contributions from the Technical
Supervisor of services and Owners' Items and (vi) fulfilling its
obligations under the Registration Rights Agreement.

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

         Following delivery of the Vessel, the operations of the
Company consist solely of (i) receiving charter hire payments
under its Initial Charter, any Acceptable Replacement Charter and
other charters, (ii) receiving proceeds from the sale, if any, of
the Vessel, (iii) making payments of interest and principal on
the Notes, (iv) making payments of Recurring Fees and Management
Fees and (v) receiving interest income on amounts held in the
trust accounts.

RESULTS OF OPERATIONS

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

         In each of the years ended December 31, 2000 and 1999,
the Company earned $9,927,635 charter income, which represents
the hire for one complete year at a rate of $27,199 per day.  In
the year ended December 31, 2000, the Company earned $307,270


                               27



<PAGE>

interest income, increased from $261,155 in 1999 due to higher
average cash balances throughout the period.

         Interest expense was $6,612,807 in 2000 compared with
$6,761,484 in 1999, the decrease being due to the repayment of
$2,550,000 of Serial Notes on February 1, 2000.

         In each of the years ended December 31, 2000 and 1999
depreciation expense of $3,190,697 represents one year's charge.

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

         In the year ended December 31, 1999, the Company earned
$9,927,635 charter income, which represents the hire for one
complete year at a rate of $27,199 per day.  The Vessel was
delivered to the Company and commenced trading on December 7,
1998, generating charter income of $679,975 in 1998.  In the year
ended December 31, 1999, the Company earned $261,155 interest
income, reduced from $2,683,332 in the 1998 period due to a
reduction in income generating investments which were utilized in
1998 to fund Vessel purchase installments.

         Interest expense was $6,761,484 in 1999 compared with
$3,726,745 in the 1998.  In 1998, $3,034,721 of interest was
capitalized in the cost of the Vessel.

         Depreciation expense of $3,190,697 represents one year's
charge, compared with $265,891 for approximately one month in
1998.

         In 1999, the Company paid interest on the Notes of
$6,761,472 (1998 - $6,761,468) and paid vessel purchase
installments of $nil (1998 - $44,505,320).

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 terminate the
current charter.







                               28



<PAGE>

B. LIQUIDITY AND CAPITAL RESOURCES

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

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

         The foregoing determination assumes that amounts
remaining in the trust accounts will be invested in permitted
investments that will provide a return of 7.0% per annum
compounded monthly for funds on deposit in the Pre-Funding
Account and a return of 6.0% per annum compounded monthly for
funds on deposit in the revenue account and the debt service
reserve fund.  On the Closing Date, guaranteed investment
contracts for funds on deposit in the Pre-Funding Account and
revenue account (until the latest maturity date of the Serial
Note) rated at least "Aa" or "AA" by Moody's or Standard &
Poor's, respectively, were available with at least the assumed
annual rate of return and the Company believes that guaranteed
investment contracts for certain funds on deposit with the
Indenture Trustee other than in the Pre-Funding Account or the


                               29



<PAGE>

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      42               Secretary
Kate Blankenship        36               Director
John Michael Killip     57               Director
Tor Olav Troim          38               Director

Andrew James Baker: Isle of Man resident secretary since November
1996.  Mr. Baker is a solicitor with Cains, Isle of Man who are
legal advisers to the Company and as such are entitled to charge
for professional advice and services.  He has been a solicitor
with Cains since March 1994.  Prior to that he was a partner with
the law firm Pennington's since 1987.

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

John Michael Killip: non executive Isle of Man resident director
since February 13, 2001.  Mr. Killip is a manager with Equity
Limited, the corporate service provider owned by Cains Advocates


                               30



<PAGE>

Limited, Isle of Man, who are legal advisers to the Company and
as such are entitled to charge for professional advice and
services. He has been in a managerial capacity with Cains
Advocates Limited/Equity Limited for over 10 years.

Tor Olav Troim:  Mr. Troim has been a director of Golden State
Petro (IOM I-A) PLC since November 1, 1998.  Mr. Troim has been a
director of Frontline since July 1, 1996.  Mr. Troim also serves
as a director of Frontline AB, ICB Shipping AB and Frontline
Management, all subsidiaries of Frontline. Until April, 2000 Mr.
Troim was the Chief Executive Officer of Frontline Management,
which company supports the Company in the implementation of
decisions made by the Board of Directors. Mr. Troim also serves
as a consultant to Sea Tankers and since May 2000, has been a
director and Vice-Chairman of Knightsbridge Tankers Limited, a
Bermuda company listed on the NASDAQ National Market. He is a
director of Aktiv Inkasso ASA, Northern Oil ASA and Northern
Offshore Ltd, all Norwegian publicly listed companies. Prior to
his service with Frontline, from January 1992, Mr. Troim served
as Managing Director and a member of the Board of Directors of
DNO AS, a Norwegian oil company.

B. COMPENSATION

         During 2000, the Company paid its directors and officers
aggregate compensation of 750 pounds sterling.

C. BOARD PRACTICES

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

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

         There are no service contracts between the Company and
any of its Directors providing for benefits upon termination of
their employment or service.

D. EMPLOYEES




                               31



<PAGE>

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

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

E. SHARE OWNERSHIP

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


ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

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

                      Beneficial Ownership

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

Common Shares  Hemen Holding Limited*    2            100%

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

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



____________________

*      The 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.


                               32



<PAGE>

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

B.  RELATED PARTY TRANSACTIONS

Not Applicable

C.  INTERESTS OF EXPERTS AND COUNSEL

Not Applicable


ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

         The Company does not pay dividends.

B. SIGNIFICANT CHANGES

Not Applicable

ITEM 9.  THE OFFER AND LISTING

Not applicable.

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

ITEM 10.  ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION




                               33



<PAGE>

         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.

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 the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York


                               34



<PAGE>

10048 and 500 West Madison Street, Suite 1400, Northwestern
Atrium Center, Chicago, Illinois 60661.  You may obtain
information on the operation of the public reference room by
calling 1 (800) SEC-0330, and you may obtain copies at prescribed
rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. 20549.  The SEC maintains a
website (http://www.sec.gov.) that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC.  In addition,
documents referred to in this annual report may be inspected at
the office of the Manager at Mercury House, 101 Front Street,
Hamilton, Bermuda.

I. SUBSIDIARY INFORMATION

Not Applicable.


ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                   RISK

(a)      Quantitative information about market risk

         Quantitative information about market risk instruments
at December 31, 2000 is as follows:

         i)   Serial Notes

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

         The outstanding Serial Notes have the following
         characteristics:

         Maturity date              Interest rate      Principal
         -------------              -------------      ---------
         February 1, 2001              6.46%            3,350,000
         February 1, 2002              6.55%            3,600,000
         February 1, 2003              6.61%            3,850,000
         February 1, 2004              6.70%            4,100,000
         February 1, 2005              6.80%            4,350,000
         February 1, 2006              6.85%            3,100,000
                                                      $22,350,000
                                                      -----------

         As of December 31, 2000, the effective interest rate for
         the Serial Notes was 6.666% and as of December 31, 1999



                               35



<PAGE>

         and 1998, the effective interest rate for the Serial
         Notes was 6.635%.

    ii)  Term Notes

         Interest on the Term Notes will accrue from the date of
         issuance thereof at a rate per annum equal to 8.04%, and
         will be payable on each February 1 and August 1 of each
         year. The Term Notes will be subject to redemption
         through the operation of a mandatory sinking fund on
         each payment date commencing February 1, 2008 up to and
         including August 1, 2018, according to the schedule of
         sinking fund redemption payments set forth below.  The
         sinking fund redemption price is 100% of the principal
         amount of Term Notes being redeemed, together with
         accrued and unpaid interest to the date fixed for
         redemption.  The Term Notes will mature, and the final
         payment of principal and interest on the Term Notes will
         be due, on February 1, 2019.

         The following table provides the scheduled sinking fund
         redemption amounts and final principal payment on the
         Term Notes.

         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, 20                                 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


                               36



<PAGE>

         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, Frank A. Shrontz, 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.  RESERVED


ITEM 16.  RESERVED

                            PART III

ITEM 17.  FINANCIAL STATEMENTS

Not Applicable

ITEM 18.  FINANCIAL STATEMENTS

The following financial statements listed below and set forth on
pages F-1 through F-16 together with the report of Grant Thornton
LLP thereon, are filed as part of this annual report:

Index to Financial Statements

Report of Independent Certified Public Accountants            F-1

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


                               37



<PAGE>

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

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

Notes to Financial Statements                                 F-6














































                               38



<PAGE>

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


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

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, 2000 and 1999, and the related statements of
operations and accumulated deficit, and cash flows for the years
ended December 31, 2000, 1999 and 1998.  These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Golden State Petro (IOM I-A) PLC as of December 31, 2000 and
1999 and the results of its operations and its cash flows for the
years ended December 31, 2000, 1999 and 1998 in conformity with
accounting principles generally accepted in the United States of
America.





Grant Thornton LLP


New York, New York
January 19, 2001






                               F-1



<PAGE>

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

Balance Sheets

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

ASSETS                                        2000           1999

Restricted investments                $  8,233,050  $   6,451,224

Debt issue costs                           830,043        924,723

Vessel, net                             79,420,143     82,610,840
                                        ----------     ----------
Total assets                          $ 88,483,236  $  89,986,787
                                       ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities

Charter income received in advance    $    827,303  $           -

Interest payable and other liabilities   2,770,538      2,838,113

Mortgage notes                          85,900,000     88,450,000
                                        ----------     ----------
Total liabilities                       89,497,841     91,288,113
                                        ----------     ----------

Commitments and Contingencies
Stockholders' deficit

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

2 shares issued and outstanding                  2              2

Accumulated deficit                    (1,014,607)    (1,301,328)
                                        ----------    -----------
Total stockholders' deficit            (1,014,605)    (1,301,326)
                                        ----------    -----------

Total liabilities and stockholders'
deficit                               $ 88,483,236  $  89,986,787
                                        ==========     ==========

See accompanying Notes to Financial Statements




                               F-2



<PAGE>

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

Statements of Operations and Accumulated Deficit

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

                                 2000         1999           1998

Revenue

Charter income             $9,927,635   $9,927,635       $679,975

Interest income               307,270      261,155      2,683,332
                           ----------   ----------     ----------

Total revenue              10,234,905   10,188,790      3,363,307
                           ----------   ----------     ----------

Expenses

Interest expense            6,612,807    6,761,484      3,726,745

Management fees                50,000       50,000         50,000

Depreciation                3,190,697    3,190,697        265,891

Amortization of debt
issue costs                    94,680       94,680         94,677
                           ----------   ----------     ----------

Total expenses              9,948,184   10,096,861      4,137,313
                           ----------   ----------     ----------

Net income (loss)            $286,721 $     91,929     $(774,006)
                           ==========   ==========     ==========
Accumulated deficit,
beginning of year        $(1,301,328) $(1,393,257)     $(619,251)
                           ----------   ----------     ----------

Accumulated deficit,
end of year              $(1,014,607) $(1,301,328)   $(1,393,257)
                           ==========   ==========     ==========

See accompanying Notes to Financial Statements







                               F-3



<PAGE>

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

Statements of Cash Flows

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

                                 2000         1999           1998
Cash flows from operating
activities

Net income (loss)        $    286,721 $     91,929  $   (774,006)

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

Depreciation                3,190,697    3,190,697        265,891

Amortization of debt
issue costs                    94,680       94,680         94,677

Changes in operating
assets and liabilities

Increase (decrease) in
interest payable
and other liabilities         759,728    (827,292)        827,297
                             --------    ---------       --------

Net cash provided by
operating activities        4,331,826    2,550,014        413,859
                            ---------    ---------       --------

Cash flows from investing
activities

(Increase) decrease in
restricted investments    (1,781,826)  (2,550,014)     47,126,182

Payments made under vessel
construction contract               -            -   (44,505,320)

Interest capitalized                -            -    (3,034,721)
                            ---------    ---------      ---------

Net cash used in
investing activities      (1,781,826)  (2,550,014)      (413,859)
                           ----------   ----------      ---------


                               F-4



<PAGE>

Cash flows from
financing activities

Repayment of mortgage
notes                     (2,550,000)            -              -
                           ----------     --------       --------

Net cash used in
financing activities      (2,550,000)            -              -
                          -----------     --------       --------

Net Decrease in Cash     $          - $          -  $           -
                          ===========     ========       ========

Supplemental disclosures
of cash flow information:
Cash paid during the
period for interest        $6,680,382   $6,761,472     $6,761,468
                           ----------   ----------     ----------

See accompanying Notes to Financial Statements
































                               F-5



<PAGE>

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

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 acquiring and chartering two very large crude oil
     carriers ("VLCCs").

     Golden State Petroleum Transport Corporation ("GSPTC"), a
     Delaware corporation as an agent for the Company and IOM I-
     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 by Samsung Corporation and Samsung Heavy Industries Co.
     Ltd. (collectively, the "Builders") under the technical
     supervision of Chevron Shipping Company as agent for Chevron
     Transport Corporation (the "Initial Charterer") which is an
     indirect, wholly-owned subsidiary of Chevron Corporation.
     The vessel, the "Frank A. Shrontz" (the "Vessel"), was
     accepted by the Company under the building contract on
     December 7, 1998 and concurrently was chartered to the
     Initial Charterer pursuant to an initial charter for a term
     of eighteen years.  The Initial Charterer has an option to
     terminate the charter on the eighth anniversary of the
     delivery date of the Vessel.  The Initial Charterer'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.  Prior to May 12, 1998, Golden State
     Holdings I, Limited was wholly-owned by Cambridge Petroleum
     Transport Corporation, a Cayman Islands company ("CPTC").
     On May 12, 1998, all of the issued and outstanding shares of
     Golden State Holdings I, Limited were sold by CPTC to
     Independent Tankers Corporation, a Cayman Islands company
     ("ITC").  On the same date, all of the issued and
     outstanding shares of ITC were sold to Frontline Ltd.
     ("Frontline"), a publicly listed Bermuda company.

     Pursuant to a share purchase agreement dated December 23,
     1998, as amended on March 4, 1999, Frontline has sold,


                               F-6



<PAGE>

     effective as of July 1, 1998, all of the issued and
     outstanding shares of ITC to Hemen Holding Limited, a Cyprus
     company ("Hemen").  Hemen is the principal shareholder of
     Frontline and is indirectly controlled by Mr. John
     Fredriksen, the Chairman and Chief Executive Officer of
     Frontline.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

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

     Allocation of Mortgage Notes

     The Company is jointly and severally liable under the Notes
     with IOM I-B for the issued amount of $178,800,000.  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 the Initial Charterer.  Income from the operating
     lease is being recognized rateably over the term of the
     lease.

     Vessel and Vessel Under Construction

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

     Impairment of long-lived assets

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


                               F-7



<PAGE>

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

     Debt Issue Costs

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

     Fair Value of Financial Instruments

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

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

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

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

     Accounting Estimates

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



                               F-8



<PAGE>

     reporting periods.  Actual results could differ from such
     estimates.

     Income Taxes

     The Company is exempt from United States Federal, state and
     local income taxes on its international shipping income and
     has been granted exemptions from the statutory 20% tax on
     profits required to be assessed against Isle of Man
     companies.

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

     Based on the foregoing, the Company expects all of its
     income to remain exempt from United States Federal, state
     and local income taxes. Accordingly, no provision for taxes
     has been made in these financial statements.

3.   ADOPTION OF NEW ACCOUNTING STANDARDS

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




                               F-9



<PAGE>

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

4.   RESTRICTED INVESTMENTS

     The Restricted Investments accounts (the "Accounts") were
     established in the name and under the control of the United
     States Trust Company as the Indenture Trustee (the
     "Trustee").  The proceeds of the Notes issued on behalf of
     the Company were deposited into one of the Accounts (the
     "Pre-Funding Account") in the form of a guaranteed
     investment contract.  The funds in the Pre-Funding 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:

                                             2000            1999

     Debt issue costs                  $1,216,653      $1,216,653
     Accumulated amortization           (386,610)       (291,930)
                                        ---------       ---------
                                         $830,043        $924,723
                                        =========       =========

6.   VESSEL

                                             2000            1999

     Cost at beginning of year        $86,067,428     $86,067,428
     Purchase price installments paid           -               -
     Interest capitalized                       -               -
                                        ---------       ---------
     Cost at end of year              $86,067,428     $86,067,428
                                       ==========      ==========

     Accumulated depreciation at
     beginning of year                 $3,456,588        $265,891
     Charge for year                    3,190,697       3,190,697
                                       ----------      ----------
     Accumulated depreciation at


                              F-10



<PAGE>

     end of year                       $6,647,285      $3,456,588
                                       ==========      ==========

     Net book value at end of year    $79,420,143     $82,610,840
                                       ==========      ==========

    Included in the purchase price installments paid is a premium
    of $1,355,200 paid to the Builders on delivery due to the
    early delivery of the Vessel.

7.  MORTGAGE NOTES

    On December 24, 1996, GSPTC, a special purpose Delaware
    corporation which is an entity affiliated with the Company,
    acted as agent on behalf of the Company and IOM I-B and
    issued the Notes, certain terms of which are set forth below.
    The Company was allocated, along with IOM I-B, a share of the
    proceeds from the offering and sale of the Notes, which
    totaled $88,450,000.

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

    Serial Notes

    The Serial Notes were issued in the aggregate principal
    amount of $51,700,000, of which $24,900,000 was allocated to
    the Company.  On February 1, 2000 the following notes matured
    and were paid by the Company:

Maturity date                          Interest Rate    Principal
-------------

February 1, 2000                       6.36%           $2,550,000

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

Maturity date                          Interest Rate    Principal
------------
February 1, 2001                       6.46%            3,350,000
February 1, 2002                       6.55%            3,600,000


                              F-11



<PAGE>

February 1, 2003                       6.61%            3,850,000
February 1, 2004                       6.70%            4,100,000
February 1, 2005                       6.80%            4,350,000
February 1, 2006                       6.85%            3,100,000
                                                        ---------
                                                      $22,350,000
                                                      ===========

    Interest has been accrued for the Serial Notes from December
    24, 1997, and is payable on February 1 and August 1 of each
    year.  As of December 31, 2000, the effective interest rate
    for the Serial Notes was 6.666% and as of December 31, 1999
    and 1998, the effective interest rate for the Serial Notes
    was 6.635%.

    Term Notes

    The Term Notes were issued by GSPTC, acting as an agent for
    both the Company and IOM I-B, in the aggregate principal
    amount of $127,100,000.  The allocated principal amount of
    Term Notes to the Company is $63,550,000.  Interest on the
    Term Notes will accrue from the date of issuance thereof at a
    rate per annum equal to 8.04%, and will be payable on each
    February 1 and August 1 of each year.  The Term Notes will be
    subject to redemption through the operation of a mandatory
    sinking fund on each payment date commencing 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.

    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


                              F-12



<PAGE>

    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
                                                      ===========
    Additional Notes

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

    Mandatory Redemption

    The Serial Notes, together with the Term Notes and the
    Additional Notes, will be subject to mandatory redemption on
    a pro rata basis in an aggregate principal amount equal to
    the allocated principal amount of the Notes of the Vessel if
    the Vessel is a total loss, at a redemption price equal to
    100% of the principal amount thereof, plus accrued and unpaid
    interest (including default interest) to the date fixed for
    redemption.

    If the Initial Charterer exercises any of its termination
    options as defined in the Initial Charter, and the Company
    does not enter into an acceptable replacement charter for the
    Vessel on or before the date which is one week prior to the
    next sinking fund payment date for the Term Notes following
    the effective date of such termination and the Vessel is
    sold, with the consent of all the holders of the Term Notes,
    then the outstanding Term Notes will be redeemed 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


                              F-13



<PAGE>

    reserve fund.  The debt service reserve fund, together with
    the interest earned thereon, provides for the payment of the
    average annual sinking fund payment and interest on the Term
    Notes.  If all the holders of the Term Notes do not consent
    to such a sale, Frontline as Manager, will attempt to
    recharter the Vessel.

    Optional Redemption

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

    The Term Notes may be redeemed in whole or in part at the
    discretion of the Company on any payment date on or after
    August 1, 1999 at a redemption price equal to 100% of the
    principal amount  thereof plus accrued and unpaid interest to
    the date fixed for redemption, provided that if (i) such
    redemption occurs prior to February 1, 2018 and (ii) a Vessel
    is then subject to the related Initial Charter or to an
    acceptable replacement charter pursuant to which the
    charterer thereunder is required to pay charter hire equal to
    or greater than the charter hire payable by the Initial
    Charterer during the fixed period, then the make-whole
    premium, as defined in the Offering Memorandum, shall be
    payable with respect to Mortgage Notes in an amount equal to
    allocated principal amount of the Mortgage Notes for such
    Vessel.  The Company may not exercise such optional
    redemption if such optional redemption would adversely affect
    the then applicable ratings on the Serial Notes.  In
    addition, Term Notes may be redeemed in part in an aggregate
    principal amount equal to the allocated principal amount of
    the Notes for the Vessel if the Initial Charter for the
    Vessel is terminated and an acceptable replacement charter is
    not entered into, at a redemption price equal to 100% of the
    principal amount thereof plus accrued interest to the date
    fixed for redemption.

    Debt Covenants

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







                              F-14



<PAGE>

8.  COMMITMENTS AND CONTINGENCIES

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

    2001                                               $9,927,635
    2002                                                9,927,635
    2003                                                9,927,635
    2004                                                9,927,635
    2005                                                9,927,635
    2006                                                9,247,660
                                                        ---------
                                                      $58,885,835
                                                      ===========

9.  CONCENTRATION OF CREDIT RISK AND OTHER RISK

    The Company has no sources for the payment of the principal
    of, and the interest on, the Notes except for the Restricted
    Investments accounts held by the Trustee.  Accordingly, the
    Company's ability to pay debt service on the Notes is wholly
    dependent upon its financial condition, results of operation
    and cash flows from the Vessel's operation.

    There is a concentration of credit risk with respect to
    Restricted Investments to the extent that all of the amounts
    are carried with Pacific Mutual Life Insurance.

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

10. RELATED PARTY 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, 2000, 1999, and 1998 are as follows:

                                   2000         1999     1998

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


                              F-15



<PAGE>

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

















































                              F-16



<PAGE>

ITEM 19.  EXHIBITS

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

2.4*   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.

2.5*   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.




                               A-1



<PAGE>

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

2.7*   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.

2.8*   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.

2.9*   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.

2.10*  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


                               A-2



<PAGE>

       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.

*Incorporated herein by reference




















                               A-3



<PAGE>

                           SIGNATURES

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


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




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

Kate Blankenship, Director

Date: June 29, 2001































                               A-4
02089007.AC1