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, 2005
                                    --------------------------------------------

                                       OR

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

                                        OR

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

Date of event requiring this shell company report
                                                  ------------------------------
For the transition period from
                               -------------------------------------------------
Commission file number         333-26227
                               -------------------------------------------------

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

                        Golden State Petro (IOM I-A) PLC
--------------------------------------------------------------------------------
                 (Translation of Registrant's name into English)
                                   Isle of Man
--------------------------------------------------------------------------------
                 (Jurisdiction of incorporation or organisation)

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

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

   Title of each class                                Name of each exchange
           None
--------------------------------------------------------------------------------

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

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

--------------------------------------------------------------------------------
                                (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, no par value per share
--------------------------------------------------------------------------------


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.                 [_]  Yes  [X] No

If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.                       [_]  Yes  [X] No


Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.

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.                         [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [_]    Accelerated filer [_]   Non-accelerated filer [X]

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

                                                    [_] Item 17    [X] Item 18

If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

                                                    [_] Yes        [X] No
<PAGE>
<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS

                                                                                                 PAGE
PART I
<S>           <C>                                                                                  <C>
Item 1.       Identity of Directors, Senior Management and Advisors................................1
Item 2.       Offer Statistics and Expected Timetable..............................................1
Item 3.       Key Information......................................................................1
Item 4.       Information on the Company...........................................................5
Item 4A.      Unresolved Staff Comments...........................................................17
Item 5.       Operating and Financial Review and Prospects........................................17
Item 6.       Directors, Senior Management and Employees..........................................20
Item 7.       Major Shareholders and Related Party Transactions...................................22
Item 8.       Financial Information...............................................................22
Item 9.       The Offer and Listing...............................................................23
Item 10.      Additional Information..............................................................23
Item 11.      Quantitative and Qualitative Disclosures about Market Risk..........................25
Item 12.      Description of Securities Other Than Equity Securities..............................26

PART II

Item 13.      Defaults, Dividend Arrearages and Delinquencies.....................................26
Item 14.      Material Modifications to the Rights of Security Holders and Use of Proceeds........27
Item 15.      Controls and Procedures ............................................................27
Item 16.      Reserved ...........................................................................27
Item 16A.     Audit Committee Financial Expert....................................................27
Item 16B.     Code of Ethics......................................................................27
Item 16C.     Principal Accountant Fees and Services..............................................28
Item 16D.     Exemptions From the Listing Standards For
              Audit Committees....................................................................28
Item 16E.     Purchases of Equity securities by the Issuer and  Affiliated Purchasers.............28

PART III

Item 17.      Financial Statements................................................................26
Item 18.      Financial Statements................................................................26
Item 19.      Exhibits..........................................................................II-1
</TABLE>

<PAGE>

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

     Golden State Petro (IOM 1-A) PLC desires to take advantage of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 and is
including this cautionary statement in connection with this safe harbor
legislation. This document and any other written or oral statements made by us
or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance. The words
"believe," "anticipate," "intends," "estimate," "forecast," "project," "plan,"
"potential," "will," "may," "should," "expect" and similar expressions identify
forward-looking statements.

     The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although we believe that these assumptions were reasonable when made,
because these assumptions are inherently subject to significant uncertainties
and contingencies which are difficult or impossible to predict and are beyond
our control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.

     In addition to these important factors and matters discussed elsewhere
herein and in the documents incorporated by reference herein, important factors
that, in our view, could cause actual results to differ materially from those
discussed in the forward-looking statements include the strength of world
economies and currencies, general market conditions, including fluctuations in
charterhire rates and vessel values, changes in demand in the tanker market, as
a result of changes in OPEC's petroleum production levels and world wide oil
consumption and storage, changes in the company's operating expenses, including
bunker prices, drydocking and insurance costs, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, and other important factors described from time to time in the
reports filed by Golden State Petro (IOM 1-A) PLC with the Securities and
Exchange Commission.

<PAGE>
                                     PART I


ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The selected income statement data of the Company with respect to the fiscal
years ended December 31, 2005, 2004, and 2003, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2005 and 2004, have
been derived from the Company's Financial Statements included herein and should
be read in conjunction with such statements and the notes thereto. The selected
income statement data with respect to the fiscal years ended December 31, 2002
and 2001 and the selected balance sheet data with respect to the fiscal years
ended December 31, 2003, 2002 and 2001 has been derived from financial
statements of the Company not included herein. The following table should also
be read in conjunction with Item 5 "Operating and Financial Review and
Prospects" and the Company's Financial Statements and Notes thereto included
herein. The Company's accounts are maintained in US dollars.

<TABLE>
<CAPTION>
                                                       Year ended December 31,
                                                       2005       2004           2003         2002           2001
 (U.S. Dollars in thousands except per share data)
<S>                                                         <C>           <C>          <C>            <C>           <C>
 Statement of operations and retained earnings data
 Total operating revenues                                   9,928         9,928        9,928          9,928         9,928
 Net income (loss)                                          1,700         1,385        1,080            765           515

 Per share data:
 Dividends per share                                            -             -            -              -             -

 Balance sheet data:
 Vessel, net                                               63,467        66,657       69,848         73,039        76,229
 Total assets                                              73,319        76,092       78,922         81,798        85,558
 Total Short Term Note Obligations                          3,100         4,350        4,100          3,850         3,600
 Total Long Term Note Obligations                          63,550        66,650       71,000         75,100        78,950
 Stockholder's equity (deficit)                             4,431         2,731        1,346            266         (500)
</TABLE>


B.   CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D.   RISK FACTORS

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

The cyclical nature of the tanker industry may lead to volatile changes in
charter rates which may adversely affect our earnings

Our vessel is currently operated under a bareboat charter to Chevron Transport
Corporation, which we refer to as Chevron. The charter commenced on December 7,
1998, the delivery date of our vessel, and ends on the eighteenth anniversary of
such delivery date. Chevron had an option to terminate the charter on the eighth
anniversary of the delivery date of the vessel and has termination options on
each of the four subsequent two-year anniversaries thereof. For the remaining
optional termination dates and any subsequent termination date, Chevron must
give us (i) non-binding notice of its intent to exercise such the option nine
months prior to the optional termination date and (ii) irrevocable notice of
such exercise six months prior to the optional termination date.

If the tanker industry, which has been cyclical, is depressed in the future when
our vessel's charter expires or is terminated, our earnings and available cash
flow may decrease. Our ability to recharter our vessel on the expiration or
termination of its current charter and the charter rates payable under any
renewal or replacement charters will depend upon, among other things, economic
conditions in the tanker market. Fluctuations in charter rates and vessel values
result from changes in the supply and demand for tanker capacity and changes in
the supply and demand for oil and oil products.

Any decrease in shipments of crude oil from the Arabian Gulf may adversely
affect our financial performance

The demand for our very large crude carrier, or VLCC, oil tanker derives
primarily from demand for Arabian Gulf crude oil, which, in turn, primarily
depends on the economies of the world's industrial countries and competition
from alternative energy sources. A wide range of economic, social and other
factors can significantly affect the strength of the world's industrial
economies and their demand for Arabian Gulf crude oil. One such factor is the
price of worldwide crude oil. The world's oil markets have experienced high
levels of volatility in the last 25 years. If oil prices were to rise
dramatically, the economies of the world's industrial countries may experience a
significant downturn.

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

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

     o    increased refining capacity in the Arabian Gulf area;

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

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

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

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

Because our charter may be terminated on certain dates starting in December
2008, 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 us 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 us was $63,550,000 and $24,900,000 respectively. The proceeds from the
offering and sale of the Notes allocated to us were used by us to fund the
construction of our vessel.

Chevron had its first option to terminate its charter on December 7, 2006 and
has termination options on each of the four subsequent two-year anniversaries
thereof. Chevron 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 their decision may be contrary to our
interests or those of the holders of the Notes.

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

In the event that Chevron 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 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 we are not exposed to the risk associated with this
competition. At the end of our current charter and in the event that Chevron
terminates the charter on any of the remaining optional termination dates, 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 terminates its charter prior to that time

Regulations in the various states and other jurisdictions in which our vessel
trades affect our business. Extensive and changing environmental laws and other
regulations, compliance with which may entail significant expenses, including
expenses for ship modifications and changes in operating procedures, affect the
operation of our vessel. Although Chevron 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 at the end of the existing charter or if
Chevron terminates its charter prior to that time

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 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 and its guarantor

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

We may not be able to pay down our debt in the future, which could result in the
loss of our vessel

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

Governments could requisition our vessel 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
charterer at dictated charter rates. Generally, requisitions occur during a
period of war or emergency. Government requisition of our vessel would
negatively impact our revenues.

Our Notes may not be as liquid as other securities with established trading
markets, which may affect the value of the Notes and your ability to trade them

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

Substantial leverage and debt service could affect our ability to grow and
service our debt obligations

We are highly leveraged. As of December 31, 2005, we had $66.65 million in total
indebtedness outstanding and stockholders' equity of $4.4 million. The degree to
which we are leveraged could have important consequences for the holders of our
Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

Our activity 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 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 VLCC.

Golden State Petroleum Transport Corporation, GSPTC, a Delaware corporation as
an agent for the Companies, issued 8.04% First Preferred Mortgage Term Notes for
$127,100,000, or the Term Notes and Serial First Preferred Mortgage Notes for
$51,700,000, or the Serial Notes, together Notes, The principal amount of the
Term Notes and the Serial Notes allocated to us was $63,550,000 and $24,900,000
respectively. The proceeds from the offering and sale of the Notes allocated to
us were used 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, which is an
indirect, wholly-owned subsidiary of Chevron Corporation. The VLCC, which we
refer to as the Vessel, the "Antares Voyager" (renamed from the "Frank A.
Shrontz"), was accepted by us under the building contract on December 7, 1998
and concurrently was delivered to Chevron under an initial charter for a term of
eighteen years (the Initial Charter). The Vessel is a double-hulled carrier of
approximately 308,500 deadweight tonnes (dwt) and is currently registered under
the Bahamian Flag. Chevron's obligations under the Initial Charter are
guaranteed by Chevron Corporation.

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

We charter our Vessel to Chevron under the Initial Charter which is expected to
provide, so long as the Initial Charter is in effect, (a) charter hire payments
sufficient to pay (i) our 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 us and to fund a debt service
reserve fund and (b) that the Vessel will be maintained in accordance with good
commercial maintenance practices, and to arrange for vessel management and
re-marketing services to be available in case any Initial Charter is terminated
or the Vessel is for any other reason returned to our possession and use.

We were 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. We conduct our business and are resident in the Isle of Man;
to date we have not incurred taxation on our income and should not, under
current law and practice in such jurisdictions, incur such taxation in the
future.

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

B.   BUSINESS OVERVIEW

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

The Initial Charter
Pursuant to the Initial Charter, Chevron has agreed to charter the Vessel
commencing on its delivery date and ending on the eighteenth anniversary of such
delivery date. Chevron has the right to terminate the Initial Charter on five
dates, each, an Optional Termination Date, beginning on the expiration of the
period commencing on the delivery date for such Vessel and terminating on the
eighth anniversary thereof (each, a Fixed Period) and on each of the four
subsequent two-year anniversaries thereof. During the Fixed Period, the charter
hire shall be $27,199 per day. Charter hire after the Fixed Period will be
$28,500. During the term of the Initial Charter, we are not liable for any
expense in operating, registering, documenting, insuring, repairing or
maintaining the Vessel and is not required to supply a vessel or any part
thereof if the Vessel or any part thereof is lost, damaged, rendered unfit for
use, confiscated, seized, requisitioned, restrained or appropriated. Pursuant to
the Initial Charters, Chevron is required to pay charter hire in respect of the
Vessel without offset or deduction for any reason whatsoever.

If the optional termination date is the first optional termination date, Chevron
must give us (i) non-binding notice of its intent to exercise the option at
least twelve months prior to the optional termination date and (ii) irrevocable
notice of such exercise nine months prior to the optional termination date. If
the optional termination date is any subsequent termination date, Chevron must
give us (i) non-binding notice of its intent to exercise such the option nine
months prior to the optional termination date and (ii) irrevocable notice of
such exercise six months prior to the optional termination date. As of June 13,
2006, we had not received any notice of Chevron's intent to exercise the first
optional termination date of December 7, 2006.

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

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

The International Tanker Market

The market for international seaborne crude oil transportation services is
highly fragmented and competitive. Seaborne crude oil transportation services
generally are provided by two main types of operators: major oil company captive
fleets (both private and state-owned) and independent shipowner fleets. In
addition, several owners and operators pool their vessels together on an ongoing
basis, and such pools are available to customers to the same extent as
independently owned and operated fleets. Many major oil companies and other oil
trading companies, the primary charterers of our vessel 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 we engage.

The oil transportation industry has historically been subject to regulation by
national authorities and through international conventions. Over recent years,
however, an environmental protection regime has evolved which could have a
significant impact on the operations of participants in the industry in the form
of increasingly more stringent inspection requirements, closer monitoring of
pollution-related events, and generally higher costs and potential liabilities
for the owners and operators of tankers.

In order to benefit from economies of scale, tanker charterers will typically
charter the largest possible vessel to transport oil or products, consistent
with port and canal dimensional restrictions and optimal cargo lot sizes. The
oil tanker fleet is generally divided into the following five major types of
vessels, based on vessel carrying capacity:

(i) ULCC-size range of approximately 320,000 to 450,000 dwt; (ii) VLCC-size
range of approximately 200,000 to 320,000 dwt; (iii) Suezmax-size range of
approximately 120,000 to 200,000 dwt; (iv) Aframax-size range of approximately
60,000 to 120,000 dwt; and (v) small tankers of less than approximately 60,000
dwt.

ULCCs and VLCCs typically transport crude oil in long-haul trades, such as from
the Arabian Gulf to Rotterdam via the Cape of Good Hope. Suezmax tankers also
engage in long-haul crude oil trades as well as in medium-haul crude oil trades,
such as from West Africa to the East Coast of the United States. Aframax-size
vessels generally engage in both medium-and short-haul trades of less than 1,500
miles and carry crude oil or petroleum products. Smaller tankers mostly
transport petroleum products in short-haul to medium-haul trades.

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

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

     o    demand for oil and oil products;
     o    global and regional economic conditions;
     o    the distance oil and oil products are to be moved by sea; and
     o    changes in seaborne and other transportation patterns, including
          pipelines.

The factors that influence the supply of tanker capacity include:

     o    the number of newbuilding deliveries;
     o    the scrapping rate of older vessels;
     o    potential conversion of tankers to other purposes; and
     o    the number of vessels that are out of service.

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

For the third year in a row the tanker market was very profitable, even if 2005
could not compete with 2004. The extreme volatility witnessed in rates during
2004 was experienced to a smaller extent in 2005. According to industry reports,
the time charter equivalent earnings, or TCEs, for a modern VLCC ranged between
lows of $24,000 per day and highs of $130,000 in 2005.

The International Energy Agency ("IEA") reported in their May issue, that world
oil demand in 2005 was 83.59 million barrels per day ("mbd"), an increase of
1.05 mbd over 2004. The Middle East, China and North America contributed with
55% of this increase which is an indicator of their strong economic growth.

Lack of spare oil production capacity drove crude oil prices to about $70 per
barrel towards the end of the year and dampened the extremely strong growth in
oil consumption of close to 4.0% in 2004 to 1.3% in 2005 according to the IEA.
China continued its rapid economic growth in 2005 with GDP increasing 9.8%
though its annual growth in oil demand was down from 15.4% in 2004 to 2.4% in
2005. The hurricanes Katrina and Rita which hit the US Gulf in August and
September were each among the top five most powerful storms of all time and lead
to damages to production platforms which caused additional ton-miles for the
last quarter of 2005. It is estimated that hurricanes reduced U.S. production by
0.4 million barrels per day, as an average over the year. Geopolitical tension
in Nigeria, Venezuela, Iraq, Iran and other parts of the Middle East, seems to
have had limited effect on their production as the OPEC members increased their
production by 3.2% in 2005 compared to total world supply which increased 1.3%.

The world VLCC fleet increased by 4.7% in 2005 from 441 vessels to 465 vessels.
Only one VLCC was scrapped during the year while eight were converted. A total
of 30 were delivered during the year. The total order book for VLCCs was at 92
vessels at the end of 2005, of which 35 were ordered during the year. The order
book at the year end 2005 for VLCCs represented 19.8% of the existing fleet.

Even though spot market rates have declined during the first four months of
2006, we believe the outlook for the remainder of 2006 is positive due to the
continued growth in oil consumption combined with relatively few deliveries,
combined with an increasing amount of conversions for other purposes, which
should lead to a positive demand environment for tankers.

There is no guarantee that tanker rates would be sufficient to meet the debt
service required if the bareboat charters entered into with Chevron are not
terminated. Spot market rates are volatile and generally linked to global
economic development and especially demand for oil but also to political events
affecting oil producing countries.

Competition
The market for international seaborne crude oil transportation services is
highly fragmented and competitive. Seaborne crude oil transportation services
generally are provided by two main types of operators: major oil company captive
fleets (both private and state-owned) and independent shipowner fleets. In
addition, several owners and operators pool their vessels together on an ongoing
basis, and such pools are available to customers to the same extent as
independently owned and operated fleets. Many major oil companies and other oil
trading companies also operate their own vessels and use such vessels not only
to transport their own crude oil but also to transport crude oil for third party
charterers in direct competition with independent owners and operators in the
tanker charter market. Competition for charters is intense and is based upon
price, location, size, age, condition and acceptability of the vessel and its
manager. Competition is also affected by the availability of other size vessels
to compete in the trades in which the Company engages.

Inspection, Insurance and Regulation

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

A vessel must be inspected by a surveyor of the classification society every
year ("Annual Survey"), every two and a half years ("Intermediate Survey") and
every four to five 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 to five years, a shipowner has
the option of arranging with the classification society for the vessel's hull or
machinery to be on a continuous survey cycle, whereby every part of the vessel
is surveyed within a five-year cycle. Insurance underwriters make it a condition
of insurance coverage for the vessel to be "classed" and "class maintained" and
the failure of a vessel to be "classed" and "class maintained" may render such a
vessel unusable.

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

Under the Initial Charter, Chevron is entitled to self-insure against marine and
war risks relating to the Vessel and against protections and indemnity risks
relating to the Vessel during the term of the Initial Charter and, accordingly,
purchasers of the Notes cannot rely on the existence of third-party insurance.
There can be no assurance that all risks will be adequately insured against,
that any particular loss will be covered or that we 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 of, insurance against the risks of
environmental damage or pollution.

Chevron will, pursuant to the Initial Charter, indemnify us from damages arising
from a failure to maintain any financial responsibility requirements whether
relating to oil or other pollution damage. Chevron will also indemnify us to the
extent losses, damages or expenses are incurred by us relating to oil or other
pollution damage as a result of the operation of the Vessel by Chevron.

Environmental and Other Regulations

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

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 creating an increasing 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 and other national regulations.

Our Vessel is subject to both scheduled and unscheduled inspections by a variety
of governmental and private entities, each of which may have unique
requirements. These entities include the local port authorities such as the U.S.
Coast Guard, 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.
Each of these entities may have unique requirements that we must comply with.

International Maritime Organization

The International Maritime Organization, or the IMO (the United Nations agency
for maritime safety and the prevention of marine pollution by ships), has
adopted the International Convention for the Prevention of Marine Pollution from
Ships, 1973, as modified by the Protocol of 1978 relating thereto, which has
been updated through various amendments, or the "MARPOL Convention." The MARPOL
Convention relates to environmental standards including oil leakage or spilling,
garbage management, as well as the handling and disposal of noxious liquids,
harmful substances in packaged forms, sewage and air emissions. In March 1992,
the IMO adopted regulations that set forth pollution prevention requirements
applicable to tankers, which became effective in July 1993. These regulations,
which have been adopted by more than 150 nations, including many of the
jurisdiction in which our Vessel operates, provide, in part, that:

     o    tankers between 25 and 30 years old must be of double-hull
          construction or of a mid-deck design with double-sided construction,
          unless:

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

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

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

     o    all tankers are subject to enhanced inspections.

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

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

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

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


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

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

a)   Category 1 (Pre- PL/SBT) oil tankers--any tanker of 20,000 dwt or above
     carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo
     or of 30,000 dwt or above carrying other types of oil.

b)   Category 2 (PL/SBT) oil tankers--any tanker of 20,000 dwt or above carrying
     crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo or of
     30,000 dwt or above carrying other types of oil.

c)   Category 3 oil tankers--any tanker of between 5,000 dwt and 20,000 dwt
     carrying crude oil, fuel oil, heavy diesel oil or lubricating oil as cargo
     or less than 30,000 dwt carrying other types of oil.

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

<TABLE>
Baseline Phase Out Scheme
<CAPTION>
    Phase Out Date                             Year of Delivery
                            Category 1             Category 2                        Category 3
     <S>               <C>                        <C>
     April 5, 2005     before April 5, 1982                     before April 5, 1977
        + 2005          after April 5, 1982        After April 5, 1977 but before January 1, 1978
        + 2006                                                    1978* and 1979*
        + 2007                                                    1980* and 1981*
        + 2008                                                         1982*
        + 2009                                                         1983*
        + 2010                                                     1984* or later
                        + by Anniversary of Delivery Date In Year
                                     * subject to CAS
</TABLE>

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

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

To soften the significant impact that would occur if the approximately 700
tankers (approximately 67.0 million tons dwt) were to be phased out globally in
2010 as per above, two exceptions to the baseline phase out dates were adopted
which allow Category 2 and 3 oil tankers that have passed the CAS to operate
beyond the 2010 cut-off date as summarized below:

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

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

o    Wing tanks having a width which does not meet that required by the
     International Bulk Chemical Code for type 2 cargo tank location.

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

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

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

In December 2003, the IMO adopted MARPOL Regulation 13H on the prevention of oil
pollution from oil tankers when carrying heavy grade oil, or HGO. The new
regulation bans the carriage of HGO in single hull oil tankers of 5,000 dwt and
above after April 5, 2005, and in single hull oil tankers of 600 dwt and above
but less than 5,000 dwt, no later than the anniversary of their delivery in
2008.

Under MARPOL Regulation 13H, HGO means any of the following:

o    crude oils having a density at 15(0)C higher than 900 kg/m3;

o    fuel oils having either a density at 15(0)C higher than 900 kg/ m3 or a
     kinematic viscosity at 50(0)C higher than 180 mm2/s;

o    bitumen, tar and their emulsions.

Under MARPOL Regulation 13H, the flag state may allow continued operation of oil
tankers of 5,000 dwt and above, carrying crude oil with a density at 15(0)C
higher than 900 kg/m3 but lower than 945 kg/m3, that conform to certain
technical specifications and, in the opinion of the such state, the ship is fit
to continue such operation, having regard to the size, age, operational area and
structural conditions of the ship and provided that the continued operation
shall not go beyond the date on which the ship reaches 25 years after the date
of its delivery. The flag state may also allow continued operation of a single
hull oil tanker of 600 dwt and above but less than 5,000 dwt, carrying HGO as
cargo, if, in the opinion of the such state, the ship is fit to continue such
operation, having regard to the size, age, operational area and structural
conditions of the ship, provided that the operation shall not go beyond the date
on which the ship reaches 25 years after the date of its delivery.

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

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

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 ISM 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. All of
our vessels and their operators have received ISM certification. Chevron is
required to renew these documents of compliance and safety management
certificates annually.

Non-compliance with the ISM Code and other IMO regulations may subject the
vessel owner or a bareboat charterer to increased liability, may lead to
decreases in available insurance coverage for affected vessels and may result in
a tanker's denial of access to, or detention in, some ports. Both the United
States Coast Guard and EU authorities have indicated that vessels not in
compliance with the ISM Code will be prohibited from trading in U.S. and EU
ports, as the case may be.

The IMO continues to review and introduce new regulations. It is impossible to
predict what additional regulations, if any, may be passed by the IMO and what
effect, if any, such regulations might have on the operation of oil tankers.


United States Oil Pollution Act of 1990 and Comprehensive Environmental
Response, Compensation and Liability Act of 1980

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

Under OPA, vessel owners, operators and bareboat charterers are "responsible
parties" who are jointly, severally and strictly liable (unless the spill
results solely from the act or omission of a third party, an act of God or an
act of war) for all containment and clean-up costs and other damages arising
from oil spills from their vessels. These other damages are defined broadly to
include:

     o    natural resources damages and related assessment costs;
     o    real and personal property damages;
     o    net loss of taxes, rents, royalties, fees and other lost revenues;
     o    net cost of public services necessitated by a spill response such as
          protection from fire, safety or health hazards; and
     o    loss of subsistence use of natural resources.

OPA limits the liability of responsible parties to the greater of $1,200 per
gross ton or $10.0 million per tanker that is over 3,000 gross tons (subject to
possible adjustment for inflation). Under a recently proposed legislation, OPA
liability limits will be increased, when such legislation is enacted, to the
greater of $1,900 per gross ton or $16.0 million per tanker that is over 3,000
gross tons per discharge (subject to possible adjustment for inflation). The act
specifically permits individual states to impose their own liability regimes
with regard to oil pollution incidents occurring within their boundaries, and
some states have enacted legislation providing for unlimited liability for
discharge of pollutants within their waters. In some cases, states that have
enacted this type of legislation have not yet issued implementing regulations
defining tanker owners' responsibilities under these laws.

CERCLA, which applies to owners and operators of tankers, contains a similar
liability regime and provides for cleanup and removal of hazardous substances
and for natural resource damages. Liability under CERCLA is limited to the
greater of $300 per gross ton or $5.0 million. These limits of liability do not
apply, however, where the incident is caused by violation of applicable United
States federal safety, construction or operating regulations, or by the
responsible party's gross negligence or wilful misconduct. These limits do not
apply if the responsible party fails or refuses to report the incident or to
co-operate and assist in connection with the substance removal activities. OPA
and CERCLA each preserve the right to recover damages under existing law,
including maritime tort law.

OPA also requires owners and operators of vessels to establish and maintain with
the United States Coast Guard evidence of financial responsibility sufficient to
meet the limit of their potential strict liability under the act. The United
States Coast Guard has enacted regulations requiring evidence of financial
responsibility in the amount of $1,500 per gross ton for tankers, coupling the
OPA limitation on liability of $1,200 per gross ton with the CERCLA liability
limit of $300 per gross ton. We expect that if the recently proposed legislation
increasing liability limitations under OPA is enacted, the United States Coast
Guard will accordingly increase the amounts of the financial responsibility.
Under these regulations, an owner or operator of more than one tanker is
required to obtain a certificate of financial responsibility for the entire
fleet in an amount equal only to the financial responsibility requirement of the
tanker having the greatest maximum strict liability under OPA and CERCLA.

Operators, such as Chevron in the case of our Vessel, are required to insure
their vessels with pollution liability insurance in the maximum commercially
available amount of $1.0 billion any one incident or occurrence. A catastrophic
spill could exceed the insurance coverage available, in which event there could
be a material adverse effect on our business.

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

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

     o    address a "worst case" scenario and identify and ensure, through
          contract or other approved means, the availability of necessary
          private response resources to respond to a "worst case discharge";
     o    describe crew training and drills; and
     o    identify a qualified individual with full authority to implement
          removal actions.

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

OPA does not prevent individual states from imposing their own liability regimes
with respect to oil pollution incidents occurring within their boundaries. In
fact, most U.S. states that border a navigable waterway have enacted
environmental pollution laws that impose strict liability on a person for
removal costs and damages resulting from a discharge of oil or a release of a
hazardous substance. These laws may be more stringent than United States federal
law.

Other U.S. Environmental Requirements

The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of
1977 and 1990, or the CAA, requires the U.S. Environmental Protection Agency, or
EPA, to promulgate standards applicable to emissions of volatile organic
compounds and other air contaminants. Our Vessel is subject to vapor control and
recovery requirements for certain cargoes when loading, unloading, ballasting,
cleaning and conducting other operations in regulated port areas. CAA also
requires states to draft State Implementation Plans, or SIPs, designed to attain
national health-based air quality standards in primarily major metropolitan
and/or industrial areas. Several SIPs regulate emissions resulting from vessel
loading and unloading operations by requiring the installation of vapor control
equipment. Although a risk exists that new regulations could require significant
capital expenditures and otherwise increase our costs, we believe, based on the
regulations that have been proposed to date, that no material capital
expenditures beyond those currently contemplated and no material increase in
costs are likely to be required.

The Clean Water Act (the "CWA") prohibits the discharge of oil or hazardous
substances into navigable waters and imposes strict liability in the form of
penalties for any unauthorized discharges. The CWA also imposes substantial
liability for the costs of removal, remediation and damages. State laws for the
control of water pollution also provide varying civil, criminal and
administrative penalties in the case of a discharge of petroleum or hazardous
materials into state waters. The CWA complements the remedies available under
the more recent OPA and CERCLA, discussed above. Under current regulations of
the EPA, vessels are not required to obtain CWA permits for the discharge of
ballast water in U.S. ports. However, as a result of a recent U.S. federal court
decision, vessel owners and operators may be required to obtain CWA permits for
the discharge of ballast water, or they will face penalties for failing to do
so. Although the EPA is likely to appeal this decision, we do not know how this
matter is likely to be resolved and we cannot assure you that any costs
associated with compliance with the CWA's permitting requirements will not be
material to our results of operations.

The National Invasive Species Act, or NISA, was enacted in 1996 in response to
growing reports of harmful organisms being released into U.S. ports through
ballast water taken on by ships in foreign ports. NISA established a ballast
water management program for ships entering U.S. waters. Under NISA, mid-ocean
ballast water exchange is voluntary, except for ships heading to the Great
Lakes, Hudson Bay, or vessels engaged in the foreign export of Alaskan North
Slope crude oil. However, NISA's exporting and record-keeping requirements are
mandatory for vessels bound for any port in the United States. Although ballast
water exchange is the primary means of compliance with the act's guidelines,
compliance can also be achieved through the retention of ballast water onboard
the ship, or the use of environmentally sound alternative ballast water
management methods approved by the U.S. Coast Guard. If the mid-ocean ballast
exchange is made mandatory throughout the United States, or if water treatment
requirements or options are instituted, the costs of compliance could increase
for ocean carriers.

Our operations occasionally generate and require the transportation, treatment
and disposal of both hazardous and non-hazardous wastes that are subject to the
requirements of the U.S. Resource Conservation and Recovery Act or comparable
state, local or foreign requirements. In addition, from time to time we arrange
for the disposal of hazardous waste or hazardous substances at offsite disposal
facilities. If such materials are improperly disposed of by third parties, we
might still be liable for clean up costs under applicable laws.

Our Vessel currently carry cargoes to U.S. waters regularly and we believe that
it is suitable to meet OPA and other U.S. environmental requirements and that it
would also qualify for trade if chartered to serve U.S. ports.

European Union Tanker Restrictions

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

International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party to these Conventions, many countries
ratified and followed the liability system adopted by the IMO and originally set
out in the International Convention on Civil Liability for Oil Pollution Damage
of 1969 and the Convention for the Establishment of an International Fund for
Oil Pollution of 1971. This international oil pollution regime was modified in
1992 by two Protocols. The amended Conventions are known as the 1992 Civil
Liability Convention and the 1992 Fund Convention. The 1992 Conventions entered
into force on May 30, 1996. Due to a number of denunciations of the 1971
Convention this Convention ceased to be in force on May 24, 2004. A large number
of States have also denounced the 1969 Civil Liability Convention and as more
States do so its importance is increasingly diminishing. Under the 1992 Civil
Liability Convention, a vessel's registered owner is strictly liable for oil
pollution damage caused in the territory, territorial seas or exclusive economic
zone of a contracting state by discharge of persistent oil from a tanker,
subject to certain complete defenses. The 1992 Fund established by the 1992 Fund
Convention pays compensation to those suffering oil pollution damage in a State
party to the 1992 Fund Convention who did not obtain full compensation under the
1992 Civil Liability Convention. This would normally apply where the shipowner
has a defense under the 1992 Civil Liability Convention or the damage exceeds
the shipowner's liability under that Convention. Under an amendment that became
effective on November 1, 2003, liability limits under the 1992 Civil Liability
Convention were increased by over 50%. For vessels of 5,000 to 140,000 gross
tons (a unit of measurement for the total enclosed spaces within a vessel)
liability will be limited to SDR 4,510,000 (approximately $6.7 million) plus SDR
631 (approximately $932) for each additional gross ton over 5,000. For vessels
of over 140,000 gross tons, liability will be limited to SDR 89,770,000
(approximately $132.7 million). Also with effect from the same date the maximum
amount payable by the 1992 Fund increased from SDR 135 million (approximately
$199.5 million) to SDR 203million (approximately $300.0 million). The right to
limit liability is forfeited under the 1992 Civil Liability Convention if it is
proved that the pollution damage resulted from the shipowner's personal act or
omission, committed with the intent to cause such damage, or recklessly and with
knowledge that such damage would probably result. Vessels trading to States that
are parties to the 1992 Civil Liability Convention must provide evidence of
insurance covering the liability of the owner. On March 2005 a third tier of
compensation was established by means of a Supplementary Fund. This Fund
provides additional compensation to that available under the 1992 Fund
Convention for pollution damage in States that are members of the Supplementary
Fund. The amount available is SDR 750 million (approximately $1.1 billion)
including the costs payable under the 1992 Civil Liability Convention and the
1992 Fund Convention, SDR 203 million (approximately $300.0 million). In
jurisdictions where the 1992 Civil Liability Convention has not been adopted,
various legislative schemes govern or common law applies, and liability is
imposed either on the basis of fault or in a manner similar to the 1992
Convention. We believe that our P&I insurance covers liabilities either under
the international oil pollution schemes or under local regimes like for example
the US Oil Pollution Act 1990.

The unit of account in the 1992 Conventions is the Special Drawing Right (SDR)
as defined by the International Monetary Fund. In this document the SDR has been
converted into US dollars at the rate of exchange applicable on May 2, 2006 of
SDR 1 = USD 1.477760.

Vessel Security Regulations

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

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

     o    on-board installation of ship security alert systems;

     o    the development of vessel security plans; and

     o    compliance with flag state security certification requirements.

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

Our Vessel complies with the various security measures addressed by the MTSA,
SOLAS and the ISPS Code.


C.   ORGANIZATIONAL STRUCTURE

We, IOM I-B, and GSPTC are wholly-owned subsidiaries of GSH, an Isle of Man
holding company. GSH is a wholly-owned subsidiary of ITC, a Cayman Islands
corporation. ITC is a wholly-owned subsidiary of Frontline.

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 4A. UNRESOLVED STAFF COMMENTS

None

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.   OPERATING RESULTS

We were formed as an Isle of Man public limited company for the purpose of
acquiring and chartering the Vessel.

At the time of the issuance of the Notes by GSPTC, which we refer to as the
"Closing Date", we (i) received the net proceeds from the sale of the Notes,
(ii) paid the first installment of the purchase price of the Vessel, (iii) paid
certain legal, printing, rating and other fees and expenses, and (iv) deposited
the balance of the net proceeds from the sale of the Notes into a guaranteed
investment contract, or Pre-Funding Account. In addition, we 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, our operations
consisted solely of (i) making payments of interest on the Notes, (ii) making
payments of Recurring Fees and Management Fees, (iii) making additional
installments under the building contracts, (iv) receiving interest on amounts
held in the Pre-Funding Account, (v) receiving certain non-cash contributions
from the Technical Supervisor of services and Owners' Items and (vi) fulfilling
its obligations under a Registration Rights Agreement.

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

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

Critical Accounting Policies

Our principal accounting policies are described in Note 2 to the financial
statements, which is included in Item 18 of this Form 20-F. The most critical
accounting policies which are considered to involve a higher degree of judgment
in their application include:

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

The Vessel held and used by us is reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable.

Recently Issued Accounting Standards and Securities and Exchange Commission
Rules

There are no recently issued accounting standards that would have an impact on
our results.

Results of Operations

Year ended December 31, 2005 compared with the year ended December 31, 2004

(amounts in US$ thousands)                             2005          2004
Charter income                                        9,928         9,928
Interest income                                         405           384
Interest expense                                      5,347         5,641

Our vessel is chartered to Chevron on an eighteen year charter which provides
for a daily rate of hire of $27,199 per day for the first eight years of the
charter. As such, charter income for 2005 and 2004 has been constant at $9.9
million for both years.

Interest income earned for the year ended December 31, 2005 is higher than 2004
as a result of higher average cash balances in the year.

The decrease in interest expense in 2005 compared with 2004 is due to a decrease
in the principal debt outstanding as $4.35 million of Serial Notes were repaid
in February 2005.

Year ended December 31, 2004 compared with the year ended December 31, 2003

(amounts in US$ thousands)                             2004          2003
Charter income                                        9,928         9,928
Interest income                                         384           365
Interest expense                                      5,641         5,914

In each of the years ended December 31, 2004 and 2003, we earned $9.9 million
charter income, which represents hire for one complete year at a rate of $27,199
per day.

Interest income earned for the year ended December 31, 2004 is higher than 2003
as a result of higher average cash balances in the year.

The decrease in interest expense in 2004 is due to a decrease in the principal
debt outstanding as $4.1 million of Serial Notes were repaid in February 2004.

Inflation

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

B.   LIQUIDITY AND CAPITAL RESOURCES

Our 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. We
do not have, nor will we have in the future, any other source of capital for
payment of the Notes.

On the Closing Date, we (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, we 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.

C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC

Not Applicable

D.   TREND INFORMATION

Our vessel is on a bareboat contract with a daily rate of $27,199 during the
Fixed Period. The rate is $28,500 after the Fixed Period, if the charter is not
terminated. We have not received notice of termination of the charter on the
first optional termination date of 15 March 2007 and the charter income will
remain stable until March 2009. Interest payable on the Serial and Term Loans
financing the ship will remain fixed as the principal is repaid, due to the
fixed interest rates on the Notes.

E.   OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off balance sheet arrangements.

F.   TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

At December 31 2005, we had the following contractual obligations and
commitments:
<TABLE>
<CAPTION>
                                             Payment due by period

Contractual            Less Than 1 Year   1 to 3 Years   3 to 5 Years  More than 5 Years
Obligation
(In thousands of $)
<S>                              <C>             <C>           <C>              <C>
Serial Notes - 6.855%           3,100                -             -                  -
Term Note - 8.04%                                4,185         6,415             52,950
</TABLE>

<PAGE>
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             47                  Secretary
Kate Blankenship               41                  Director
John Michael Killip            62                  Director
Tor Olav Troim                 43                  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 Chief Accounting Officer and
Company Secretary of Frontline and resigned from these positions in October
2005, and since 2003 she has been a director of Frontline. Mrs Blankenship also
serves as a director of Ship Finance International Limited, a Bermuda company
listed on the New York Stock Exchange and Golden Ocean Group Limited, a Bermuda
company listed on the Oslo Stock Exchange. Mrs. Blankenship has been Chief
Financial Officer of Knightsbridge, a Bermuda company listed on the Nasdaq
National Market, since April 2000 and Secretary of Knightsbridge since December
2000. Mrs. Blankenship has been a director of Golar LNG Limited, a Bermuda
company listed on the Nasdaq National Market and Oslo Stock Exchange, since
2003. She is a member of the Institute of Chartered Accountants in England and
Wales.

John Michael Killip: non-executive Isle of Man resident director since February
13, 2001. Mr. Killip is a manager with Equity Limited, the corporate service
provider owned by Cains Advocates Limited, Isle of Man, who are legal advisers
to the Company and as such are entitled to charge for professional advice and
services. He has been in a managerial capacity with Cains Advocates
Limited/Equity Limited for over 10 years.

Tor Olav Troim: Mr. Troim has been a director of Golden State Petro (IOM I-A)
PLC since November 1, 1998. He has been Vice-President and a director of
Frontline since November 3, 1997. He previously served as Deputy Chairman of
Frontline from July 4, 1997. Mr. Troim also serves as Chairman of Ship Finance
International Limited, and since May 2000, has been a director and Vice-Chairman
of Knightsbridge Tankers Limited. He is a director of Aktiv Inkasso ASA a
Norwegian Oslo Stock Exchange listed company and Golden Ocean Group Limited. Mr.
Troim has served as a director of Golar LNG Limited since May 2001. 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 2005, we paid our directors and officers aggregate compensation of
(pound)750.

C.   BOARD PRACTICES

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

The Officers of the Company are elected by the Board of Directors and shall hold
office for such period and on such terms as the Board may determine.

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

D.   EMPLOYEES

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

Under a Management Agreement with each Company, Frontline provides
administrative, ship management and advisory services to the Companies as
Manager. Pursuant to each Management Agreement, the Manager receives a
Management Fee of $50,000 per year per Vessel. All costs of maintaining the
corporate status of the Company, accounting and auditing fees and other related
costs are payable by the Manager from the Management Fee. The Management Fee is
payable semi-annually. See Item 7B below

E.   SHARE OWNERSHIP

At June 20, 2006, none of the directors or officers of the Company owned any
common shares of the Company.

<PAGE>
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
13, 2006.

                                Beneficial Ownership

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

         Common Shares    Frontline Ltd(1)      2               100%


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

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

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

B.   RELATED PARTY TRANSACTIONS

Pursuant to the Management Agreement between the Company and Frontline,
Frontline provides administrative, management and advisory services to the
Company at an annual fee of $50,000, payable semi-annually. All cost of
administering the Company are payable by Frontline from the Management Fee. The
Management agreement is effective until termination by either party upon 30 days
prior written notice. Management fee expenses and management fee payable for
each of the years ended December 31, 2005, 2004, and 2003 were as follows:

                                           2005         2004           2003
   Management of expenses                 50,000       50,000         50,000
   Management fee payable                 20,833       20,833         20,833


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.

<PAGE>
Dividend Policy

The Company does not pay dividends.

B.   SIGNIFICANT CHANGES

None.


ITEM 9. THE OFFER AND LISTING

A.   OFFER AND LISTING DETAILS

None

C.   MARKETS

The Notes do not trade on an organized exchange.


ITEM 10. ADDITIONAL INFORMATION

A.   SHARE CAPITAL

Not Applicable

B.   MEMORANDUM AND ARTICLES OF ASSOCIATION

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

C.   MATERIAL CONTRACTS

Not Applicable.

D.   EXCHANGE CONTROLS

The Company was registered under the Isle of Man Income Tax (Exempt Companies)
Act 1994 (the "Exempt Companies Act") in May 1994. Interests in the Registered
Securities may be freely transferred among non-residents of the Isle of Man
under Isle of Man Law. There are no Exchange Control regulations in the Isle of
Man.

There are no restrictions upon the payment of foreign currency dividends
interest or other payments in respect of the Registered Securities.

None of the Company's Articles of Association, Memorandum of Association or any
other document, nor any Isle of Man law or, to the knowledge of the Company, any
foreign law, imposes limitations on the right of non-residents or foreign owners
to hold the Company's share of common stock.

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 100 F Street, NE, Room 1580, Washington D.C. 20549. 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 Par-la-Ville
Place 4th Floor, 14 Par-la-Ville Road, Hamilton, Bermuda and at 15-19 Athol
Street, Douglas, Isle of Man.

I.   SUBSIDIARY INFORMATION

Not Applicable.

<PAGE>
ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
          RISK

(a)  Quantitative information about market risk

     Quantitative information about market risk instruments at December 31, 2005
is as follows:

     i)   Serial Note

     The outstanding Serial Note bears interest at rate 6.85%. Interest is
     payable semi-annually on February 1 and August 1. The last principal
     repayment was settled on February 1, 2006.

     The outstanding Serial Note has the following characteristics:

Maturity date             Interest rate       Principal
-------------             -------------       ---------
February 1, 2006           6.85%              3,100,000
                                              ---------
                                             $3,100,000

     As of December 31, 2005 and 2004, the average effective interest rate for
the Serial Notes was 6.85% and 6.82%, respectively.

     ii)  Term Notes

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

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

      Sinking fund redemption amounts and final principal payment

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

(b)  Qualitative information about market risk

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


ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

<PAGE>

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.


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

None.

ITEM 15. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

 As of the balance sheet date, we carried out an evaluation, under the
supervision and with the participation of our manager Frontline, including our
President and Principal Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. Based upon that evaluation, the President and Principal Financial
Officer concluded that our disclosure controls and procedures are effective in
alerting them timely to material information relating to us required to be
included in our periodic SEC filings.

(b)  Changes in internal controls

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


ITEM 16. RESERVED


ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our equity is neither listed nor publicly traded. The equity is held by one
beneficial holder. Our obligations toward its bondholders are set out in detail
in covenants contained in the Indenture for their Notes. Accordingly our Board
of Directors has determined that the role played by an audit committee would
have no applicability to us and we do not have any Audit Committee. The
functions of the Audit Committee are preformed by the full Board of Directors.

ITEM 16B. CODE OF ETHICS

Our equity is neither listed nor publicly traded. The equity is held by one
beneficial holder. Our obligations toward its bondholders are set out in detail
in covenants contained in the Indenture for their Notes. Accordingly our Board
of Directors has determined that the role played by a code of ethics would have
no applicability to us and we have not adopted a Code of Ethics.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Fiscal year ended December 31, 2005                      $ 18,000
Fiscal year ended December 31, 2004                      $ 15,370

(b)  Audit -Related Fees
For the fiscal years ended December 31, 2005 and 2004, there have been no
assurance and related services rendered by the principal accountant related to
the performance of the audit or review of the Company's financial statements
which have not been reported under Audit Fees above.

(c)  Tax Fees
For the fiscal years ended December 31, 2005 and 2004, there have been no
aggregate fees billed for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning.

(d)  All Other Fees
For the fiscal years ended December 31, 2005 and 2004, there have been no
aggregate fees billed for professional services rendered by the principal
accountant for services other than Audit Fees, Audit-Related Fees and Tax Fees
set forth above.

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

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

Not applicable

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

Not applicable
<PAGE>
                                    PART III

ITEM 17. FINANCIAL STATEMENTS

Not Applicable

ITEM 18. FINANCIAL STATEMENTS

The following financial statements listed below and set forth on pages F-1
through F-12 together with the report of Grant Thornton LLP thereon, are filed
as part of this annual report:

Index to Financial Statements                                   F-1

Report of Independent Registered Public Accounting Firm         F-2

Statements of Operations and Retained Earnings for
the Years Ended December 31, 2005, 2004 and 2003                F-3

Balance Sheets at December 31, 2005 and 2004                    F-4

Statements of Cash Flows for the Years Ended
December 31, 2005, 2004 and 2003                                F-5

Notes to Financial Statements                                   F-6

<PAGE>

Report of Independent Registered Public Accounting Firm


To the Board of Directors
Golden State Petroleum Transport Corporation


We have audited the accompanying balance sheets of Golden State Petro (IOM I-A)
PLC (a company incorporated in the Isle of Man), a wholly-owned subsidiary of
Golden State Holdings I, Limited, as of December 31, 2005 and 2004, and the
related statements of operations and retained earnings, and cash flows for the
years ended December 31, 2005, 2004 and 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Company's internal control over financial reporting. An audit
includes consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden State Petro (IOM-A) PLC
at December 31, 2005 and 2004, and the results of its operations and its cash
flows for the years ended December 31, 2005, 2004 and 2003 in conformity with
accounting principles generally accepted in the United States of America.



Grant Thornton LLP


New York, New York
June 22, 2006

<PAGE>

Golden State Petro (IOM-A) plc
Statements of Operations and Retained Earnings for the years ended December 31,
2005, 2004 and 2003


(in thousands of US$)

                                               2005        2004       2003
Operating revenues
       Charter revenues                        9,928      9,928      9,928
--------------------------------------------------------------------------
       Total operating revenues                9,928      9,928      9,928
--------------------------------------------------------------------------

Operating expenses
       Administrative expenses                    56         56         55
       Depreciation                            3,191      3,191      3,191
--------------------------------------------------------------------------
       Total operating expenses                3,247      3,247      3,246
--------------------------------------------------------------------------
Net operating income                           6,681      6,681      6,682
---------------------------------------------------------------------------
Other operating income (expenses)
       Interest income                           405        384        365
       Interest expense                      (5,347)    (5,641)    (5,914)
       Other financial items                    (39)       (39)       (53)
--------------------------------------------------------------------------
       Net other expenses                    (4,981)    (5,296)    (5,602)
--------------------------------------------------------------------------
Net income                                     1,700      1,385      1,080

Retained earnings at the start of year         2,731      1,346        266
---------------------------------------------------------------------------
Retained earnings at the end of year           4,431      2,731      1,346
===========================================================================

See accompanying Notes that are an integral part of these Financial Statements

<PAGE>
Golden State Petro (IOM-A) plc
Balance Sheets as of December 31, 2005 and 2004


(in thousands of US$)


                                                         2005        2004
ASSETS
Current Assets
       Restricted cash                                   9,342      8,886
--------------------------------------------------------------------------
Total current assets                                     9,342      8,886
Vessels, net                                            63,467     66,657
Deferred charges                                           510        549
--------------------------------------------------------------------------
Total assets                                            73,319     76,092
==========================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
       Current portion of long-term debt                 3,100      4,350
       Accrued expenses                                  2,238      2,361
--------------------------------------------------------------------------
Total current liabilities                                5,338      6,711
       Long-term debt                                   63,550     66,650
--------------------------------------------------------------------------
Total liabilities                                       68,888     73,361
--------------------------------------------------------------------------

Stockholder's equity
       Common stock: 2 shares of no par value                -          -
       Retained earnings                                 4,431      2,731
--------------------------------------------------------------------------
Total stockholder's equity                               4,431      2,731
--------------------------------------------------------------------------
Total liabilities and stockholder's equity              73,319     76,092
==========================================================================

See accompanying Notes that are an integral part of these Financial Statements

<PAGE>
<TABLE>
Golden State Petro (IOM-A) plc
Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003


(in thousands of US$)
<CAPTION>
                                                           2005       2004    2003
<S>                                                       <C>        <C>     <C>
Net income                                                1,700      1,385   1,080
       Adjustments to reconcile net income to net
         cash provided by operating activities:
       Depreciation                                       3,191      3,191   3,191
       Amortisation of deferred charges                      39         39      53
Changes in operating assets and liabilities, net
          of effect of acquisitions:
       Accrued expenses                                   (124)      (115)   (106)
----------------------------------------------------------------------------------
Net cash provided by operating activities                 4,806      4,500   4,218
----------------------------------------------------------------------------------

Investing activities
       Maturity (placement) of restricted cash            (456)      (400)   (368)
----------------------------------------------------------------------------------
Net cash  (used in) investing activities                  (456)      (400)   (368)
----------------------------------------------------------------------------------

Financing activities
       Repayments of debt                               (4,350)    (4,100) (3,850)
-----------------------------------------------------------------------------------
Net cash  (used in) financing activities                (4,350)    (4,100) (3,850)
-----------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents     -          -        -
Cash and cash equivalents at beginning of year           -          -        -
Cash and cash equivalents at end of year                 -          -        -
===================================================================================

Supplemental disclosure of cash flow information:
       Interest paid                                     5,471      5,756   6,020
===================================================================================

See accompanying Notes that are an integral part of these Financial Statements
</TABLE>

<PAGE>
1.   DESCRIPTION OF BUSINESS

Golden State Petro (IOM I-A) PLC (the "Company") was incorporated in the Isle of
Man on November 4, 1996 along with Golden State Petro (IOM I-B) PLC ("IOM I-B").
These entities (each an "Owner" and together the "Owners") were formed for the
purpose of each acquiring and chartering a very large crude oil carrier
("VLCC").

Golden State Petroleum Transport Corporation ("GSPTC"), a Delaware corporation
acting as an agent for the Owners, 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") as an agent
for the Owners. The principal amount of the Term Notes and the Serial Notes
allocated to the Company was $63,550,000 and $24,900,000 respectively. The
proceeds allocated to the Company have been used to fund the construction of a
VLCC. The Antares Voyager (the "Vessel"), was delivered to the Company on
December 7, 1998 and was concurrently chartered to Chevron Transport Corporation
("Chevron") pursuant to an initial charter (the "Initial Charter") for a term of
eighteen years. Chevron had an option to terminate its charter on December 7,
2006 and has termination options on each of the four subsequent two-year
anniversaries thereof. Chevron has not exercised the first termination option.
Chevron's obligations under the initial charter are guaranteed by Chevron
Corporation.

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

2.   ACCOUNTING POLICIES

Basis of Presentation
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of financial statements in accordance with generally accepted accounting
principles requires that management make estimates and assumptions affecting the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Restricted Cash
Restricted cash consists of deposits which must be maintained in accordance with
contractual arrangements and which may only be used to pay principal and
interest on the Company's debt and management fees.

Vessel
The cost of the Vessel, including capitalised costs and interest, less estimated
residual value is being depreciated on a straight line basis over the Vessel's
remaining life. The estimated economic useful life of the Vessel is 25 years.

Impairment of Long-lived Assets
The carrying value of long-lived assets that are held and used by the Company
are reviewed whenever events or changes in circumstances indicate that the
carrying amount of an asset may no longer be appropriate. We assess
recoverability of the carrying value of the asset by estimating the future net
cash flows expected to result from the asset, including eventual disposition. If
the future net cash flows are less than the carrying value of the asset, an
impairment loss is recorded equal to the difference between the asset's carrying
value and fair value. In addition, long-lived assets to be disposed of are
reported at the lower of carrying amount and fair value less estimated costs to
sell.

Deferred Charges
Loan costs, including debt arrangement fees, are capitalised and amortised over
the weighted average life of the Serial and Term Notes respectively , using the
effective interest method

Allocation of Mortgage Notes
The Company is jointly and severally liable under the Notes with IOM I-B for the
issued amount of $178,800,000. At December 31, 2005 the amount outstanding on
the Notes was $134,600,000. 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.

Revenue and expense recognition
Revenues and expenses are recognised on the accrual basis. Revenue is
substantially generated from bareboat charter hires and is recorded over the
term of the charter as service is provided. Interest payable on the Serial and
Term Notes is accrued on a daily basis.

Financial Instruments
In determining the fair value of its financial instruments, the Company uses a
variety of methods and assumptions that are based on market conditions and risks
existing at each balance sheet date. For the majority of financial instruments,
including long-term debt, standard market conventions and techniques are used to
determine fair value. All methods of assessing fair value result in a general
approximation of value, and such value may never actually be realised.

3.   TAXATION

The Company is exempt from United States Federal, state and local income taxes
on its international shipping income and has been granted exemptions from the
statutory 18% tax on profits required to be assessed against Isle of Man
companies.

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

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.

4.   RESTRICTED CASH

Restricted cash consists of restricted investments accounts (the "Accounts")
that 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 were only to be used 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 account (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.   LEASES

As of December 31, 2005, the Company leased its vessel on a bareboat charter to
Chevron for a term of eighteen years. Chevron had an option to terminate its
charter on December 7, 2006 and has termination options on each of the four
subsequent two-year anniversaries thereof. Chevron has not exercised the first
termination option. For each of the remaining optional termination dates Chevron
must give the Company (i) non-binding notice of its intent to exercise such the
option nine months prior to the optional termination date and (ii) irrevocable
notice of such exercise six months prior to the optional termination date.

The minimum future revenues to be received on the bareboat charter which has
been accounted for as an operating lease as of December 31, 2005 are as follows:

Year ending December 31,
(in thousands of $)
2006                                                               9,928
2007                                                                   -
2008                                                                   -
2009                                                                   -
2010                                                                   -
2011 and later                                                         -
                                                         ----------------
Total minimum lease payments                                        9,928
                                                         ================

6.   VESSEL, NET

(in thousands of $)                                  2005           2004
Cost                                                86,068         86,068
Accumulated depreciation                          (22,601)       (19,411)
--------------------------------------------------------------------------
Net book value at end of year                       63,467         66,657
==========================================================================

Depreciation expense was $3.2 million for each of the years ended December 31,
2005, 2004 and 2003 respectively.

7.         DEFERRED CHARGES

Deferred charges are comprised of expenses incurred in connection with the
structuring of the transaction and the issuance of the Notes. Such expenses are
being amortised over the life of the debt using the effective interest method.
The deferred charges are comprised of the following amounts:

(in thousands of $)                                  2005              2004
Debt arrangement fees                                1,217             1,217
Accumulated amortisation                             (707)             (668)
----------------------------------------------------------------------------
                                                      510               549
============================================================================

8.   DEBT

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

(in thousands of $)                                   2005               2004

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

The outstanding debt as of December 31, 2005 is repayable as follows:

Year ending December 31,
(in thousands of $)
2006                                                                   3,100
2007                                                                   1,340
2008                                                                   2,845
2009                                                                   3,080
2010                                                                   3,335
2011 and later                                                        52,950
----------------------------------------------------------------------------
Total debt                                                            66,650
============================================================================

As of December 31, 2005, the effective average interest rate for the Serial
Notes was 6.85%.

The Term Notes are subject to redemption through the operation of a mandatory
sinking fund on each payment date commencing August 1, 2007 up to and including
August 1, 2018, according to the schedule of sinking fund redemption payments
set forth below. The sinking fund redemption price is 100% of the principal
amount of Term Notes being redeemed, together with accrued and unpaid interest
to the date fixed for redemption. The Term Notes will mature, and the final
payment of principal and interest on the Term Notes will be due, on February 1,
2019. The amortisation 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.

<PAGE>
Sinking fund redemption amounts and final principal payment

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

The Notes have priority of payment as described in the Indenture Agreement and
are collateralised by a statutory first mortgage on the Vessel and assignment to
the Trustee of the initial charter, the Chevron Corporation guarantee and
certain other collateral.

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

If Chevron exercises any of its termination options as defined in the Initial
Charter, and the Company does not enter into an acceptable replacement charter
for the Vessel on or before the date which is one week prior to the next sinking
fund payment date for the Term Notes following the effective date of such
termination and the Vessel is sold, with the consent of all the holders of the
Term Notes, then the outstanding Term Notes will be redeemed in part, from the
net proceeds of the sale of the Vessel and the allocable portion of the
Restricted Investments account, in an aggregate redemption price equal to the
sum of such net proceeds and the allocable portion of the debt service reserve
fund. The debt service reserve fund, together with the interest earned thereon,
provides for the payment of the average annual sinking fund payment and interest
on the Term Notes. If all the holders of the Term Notes do not consent to such a
sale, Frontline as Manager, will attempt to re-charter the Vessel.

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

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

9.   SHARE CAPITAL

Authorised share capital:

                                                          2005             2004
2,000 common stock of no par value                       2,000            2,000
================================================================================

Issued and outstanding share capital:

                                                          2005             2004
2 common stock of no par value                               2                2
================================================================================


10.        FINANCIAL INSTRUMENTS

Fair Values

The carrying value and estimate fair value of the Company's financial
instruments at December 31, 2005 and 2004 are as follows:


                                 2005        2005             2004          2004
(in thousands of $)    Carrying Value  Fair Value   Carrying Value    Fair Value
Restricted cash                 9,342       9,342            8,886         8,886
Term Notes                     63,550      69,587           63,550        69,508
Serial Notes                    3,100       3,100            7,450         7,553

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

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

The estimated fair value of the mortgage notes is based on the quoted market
price of these or similar notes when available.

The carrying values of interest payable and other liabilities approximate fair
values due to their relatively short maturities.

Concentrations of risk
The Company has no sources for the payment of the principal of, and the interest
on, the Notes except for the Restricted Cash 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 Cash to the
extent that all of the amounts are invested with Pacific Mutual Life Insurance.

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

11.  COMMITMENTS AND CONTINGENCIES

Assets pledged

 (in thousands of $)                                       2005            2004
 Ship mortgages                                          63,467          66,657
 Restricted bank deposits                                 9,342           8,886
 -------------------------------------------------------------------------------
                                                         72,809          75,543
 ===============================================================================


12.  RELATED PARTY TRANSACTIONS

In the years ended December 31, 2005, 2004 and 2003, Frontline has provided
management services to the Company pursuant to a management agreement which is
effective until termination by either party upon 30 days prior written notice.
Management fee expenses and management fee payable as of December 31, 2005,
2004, and 2003 are as follows:

                                2005            2004            2003
 Management fee expenses        50,000          50,000          50,000
 Management fee payable         20,833          20,833          20,833

<PAGE>
ITEM 19.  EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12.1       Certification of the Principal Executive Officer

12.2       Certification of the Principal Financial Officer

13.1       Certification of Principal Executive Officer under Section 906
           of the Sarbanes-Oxley Act of 2002

13.2       Certification of Principal Financial Officer under Section 906
           of the Sarbanes-Oxley Act of 2002

<PAGE>

                                   SIGNATURES

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


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




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

                           Kate Blankenship, Director

                               Date: June 27, 2006

02089 0004 #681307