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

                                    FORM 20-F

(Mark One)

[_]         REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

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

For the fiscal year ended      December 31, 2004

                                       OR

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

For the transition period from

Commission file number             333-26227

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

                        Golden State Petro (IOM I-B) PLC
--------------------------------------------------------------------------------
                 (Translation of Registrant's name into English)

                                   Isle of Man
--------------------------------------------------------------------------------
                 (Jurisdiction of incorporation or organization)

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

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

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

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

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

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

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

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

               2 Shares of Common Stock, $1.00 par value per share
--------------------------------------------------------------------------------

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

     Yes |X|             No |_|

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

     Item 17 |_|         Item 18 |X|
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
PART I

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

PART II

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

PART III

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

<PAGE>

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

                                     PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The selected income statement data of the Company with respect to the fiscal
years ended December 31, 2004, 2003 and 2002, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2004 and 2003, have
been derived from the Company's Financial Statements included herein and should
be read in conjunction with such statements and the notes thereto. The selected
income statement data with respect to the fiscal years ended December 31, 2001
and 2000 and the selected balance sheet data with respect to the fiscal years
ended December 31, 2002, 2001 and 2000 has been derived from financial
statements of the Company not included herein. The following table should also
be read in conjunction with Item 5 "Operating and Financial Review and
Prospects" and the Company's Financial Statements and Notes thereto included
herein. The Company's accounts are maintained in US dollars.

<TABLE>
<CAPTION>
                                                              Year Ended
                                                              ----------
                                          2004         2003         2002         2001         2000
                                          --------------------------------------------------------
(in US$, except share data)
<S>                                 <C>          <C>          <C>          <C>          <C>
Total revenues                      10,247,832   10,244,782   10,241,155   10,239,436   10,232,819
Net income (loss)                    1,198,201      902,561      597,054      355,092      134,659

Vessel, net                         67,951,997   71,168,621   74,385,245   77,601,869   80,818,493
Vessel under construction                   --           --           --           --           --
Total Assets                        76,305,137   79,424,186   82,580,413   86,611,641   89,799,484
Total Short Term Note Obligations    4,450,000    4,200,000    3,950,000    3,700,000    3,450,000
Total Long Term Note Obligations    67,950,000   72,400,000   76,600,000   80,550,000   84,250,000
Common Shares                                2            2            2            2            2
Common Shares Outstanding                    2            2            2            2            2
</TABLE>

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D. RISK FACTORS

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

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

Our vessel is currently operated under a bareboat charter to Chevron Transport
Corporation. The charter commenced on March 15, 1999, the delivery date of our
vessel, and ends on the eighteenth anniversary of such delivery date. Chevron
Transport Corporation has an option to terminate the charter on the eighth
anniversary of the delivery date of the vessel and on each of the four
subsequent two-year anniversaries thereof.

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

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

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

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

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

          -    increased refining capacity in the Arabian Gulf area;

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

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

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

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

Because our charter may be terminated in March 2007, we may incur additional
expenses and not be able to recharter our vessel profitably

Golden State Petroleum Transport Corporation, a Delaware corporation as an agent
for the Company and Golden State Petro (IOM I-A) PLC, issued 8.04% First
Preferred Mortgage Term Notes for $127,100,000 (the "Term Notes") and Serial
First Preferred Mortgage Notes for $51,700,000 (the "Serial Notes") (together
the "Notes"). The principal amount of the Term Notes and the Serial Notes
allocated to the Company is $63,550,000 and $26,800,000 respectively. The
proceeds from the offering and sale of the Notes allocated to the Company, were
used by the Company to fund the construction of its vessel.

Chevron Transport Corporation has its first option to terminate its charter on
March 15, 2007 and on each of the four subsequent two-year anniversaries
thereof. Chevron Transport Corporation has the sole discretion to exercise these
options and will not owe any fiduciary or other duty to the holders of the Notes
in deciding whether to exercise the termination options, and the charterer's
decision may be contrary to our interests or those of the holders of the Notes.

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

In the event Chevron Transport Corporation does terminate our current charter,
we will attempt to arrange a replacement charter, or may sell the vessel.
Replacement charters may include shorter term time charters and employing the
vessel on the spot charter market (which is subject to greater fluctuation than
the time charter market). Any replacement charter may bring us lower charter
rates and would likely require us to incur greater expenses which may reduce the
amounts available, if any, to pay principal and interest on the Notes.

We operate in the highly competitive international tanker market which could
affect our position at the end of our current charter and if Chevron Transport
Corporation terminates its charter earlier

The operation of tanker vessels and transportation of crude and petroleum
products is an extremely competitive business. Competition arises primarily from
other tanker owners, including major oil companies as well as independent tanker
companies, some of whom have substantially greater resources than we do.
Competition for the transportation of oil and oil products can be intense and
depends on price, location, size, age, condition and the acceptability of the
tanker and its operators to the charterers. During the term of our existing
charter with Chevron Transport Corporation we are not exposed to the risk
associated with this competition. At the end of our current charter and in the
event that Chevron Transport Corporation terminates the charter in March 2007 or
at any subsequent optional termination date, we will have to compete with other
tanker owners, including major oil companies as well as independent tanker
companies for charters. Due in part to the fragmented tanker market, competitors
with greater resources could enter and operate larger fleets through
acquisitions or consolidations and may be able to offer better prices and
fleets, which could result in our achieving lower revenues from our VLCC oil
tanker.

Compliance with environmental laws or regulations may adversely affect our
earnings and financial conditions at the end of the existing charter or if
Chevron Transport Corporation terminates its charter prior to that time

Regulations in the various states and other jurisdictions in which our vessel
trades affect our business. Extensive and changing environmental laws and other
regulations, compliance with which may entail significant expenses, including
expenses for ship modifications and changes in operating procedures, affect the
operation of our vessel. Although Chevron Transport Corporation is responsible
for all operational matters and bears all these expenses during the term of our
current charter, these expenses could have an adverse effect on our business
operations at any time after the expiration or termination of the charter or in
the event Chevron Transport Corporation fails to make a necessary payment.

We may not have adequate insurance in the event existing charters are not
renewed

There are a number of risks associated with the operation of ocean-going
vessels, including mechanical failure, collision, property loss, cargo loss or
damage and business interruption due to political circumstances in foreign
countries, hostilities and labor strikes. In addition, the operation of any
vessel is subject to the inherent possibility of marine disaster, including oil
spills and other environmental mishaps, and the liabilities arising from owning
and operating vessels in international trade. Under the existing charter,
Chevron Transport Corporation bears all risks associated with the operation of
our vessel including the total loss of the vessel. However, we cannot assure
holders of the Notes that we will adequately insure against all risks at the end
of the existing charter or in the event our existing charter is terminated. We
may not be able to obtain adequate insurance coverage at reasonable rates for
our vessel in the future and the insurers may not pay particular claims.

We are highly dependent on Chevron Transport Corporation and its guarantor

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

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

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

Governments could requisition our vessels during a period of war or emergency,
resulting in a loss of earnings

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

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

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

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

We are highly leveraged. As of December 31, 2004, we had $72.4 million in total
indebtedness outstanding and a stockholders' equity of $1.5 million. The degree
to which we are leveraged could have important consequences for the holders of
our Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

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

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Golden State Petro (IOM I-B) PLC (the "Company"), and Golden State Petro (IOM
I-A) PLC ("IOM I-A") (together, the "Companies"), are Isle of Man public limited
companies, each formed for the purpose of acquiring and chartering a very large
crude oil carrier ("VLCC" or "Vessel").

Golden State Petroleum Transport Corporation ("GSPTC"), a Delaware corporation
as an agent for the Company and IOM I-B, issued 8.04% First Preferred Mortgage
Term Notes for $127,100,000 (the "Term Notes") and Serial First Preferred
Mortgage Notes for $51,700,000 (the "Serial Notes") (together the "Notes"). The
principal amount of the Term Notes and the Serial Notes allocated to the Company
is $63,550,000 and $26,800,000 respectively. The proceeds from the offering and
sale of the Notes allocated to the Company, were used by the Company to fund the
construction of a VLCC by Samsung Corporation and Samsung Heavy Industries Co.
Ltd. (together the "Builders") under the technical supervision of the Chevron
Shipping Company as agent for Chevron Transport Corporation, or Chevron which is
an indirect, wholly-owned subsidiary of Chevron Corporation. The Vessel
"Pheonix Voyager" (renamed from the "J. Bennett Johnston"), was accepted by the
Company under the building contract on March 15, 1999 and concurrently was
delivered to Chevron under an initial charter for a term of eighteen years
(the "Initial Charter"). The Vessel is a double-hulled carrier of approximately
308,500 deadweight tonnes ("dwt") and is currently registered under the Bahamian
Flag. Chevron has an option to terminate the charter on the eighth anniversary
of the delivery date of the Vessel. Chevron's obligations under the Initial
Charter are guaranteed by Chevron Corporation.

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

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

The Company was incorporated in the Isle of Man because it is a jurisdiction
whose regulation of the shipping industry and favorable tax laws have
traditionally encouraged the organization of shipping companies. The Isle of Man
is an "open registry" jurisdiction, which has traditionally been associated with
the shipping industry. The Company conducts its business and is resident in the
Isle of Man; to date it has not incurred taxation on its income and should not,
under current law and practice in such jurisdictions, incur such taxation in the
future.

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

B. BUSINESS OVERVIEW

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

Charter Market

The Initial Charter

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

Remarketing

In the event Chevron gives notice to the Company of its intent to terminate the
Initial Charter, the Manager, pursuant to the related Management Agreement, is
required to engage a remarketing agent. McQuilling Brokerage Partners, Inc.
("McQuilling") and ACM Shipping Limited ("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 which has strong
relationships with the major oil companies. ACM Shipping has been in the ship
brokerage business since 1982.
<PAGE>

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

Charter Rates and the Market for Secondhand Vessels

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

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

          -    demand for oil and oil products;

          -    global and regional economic conditions;

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

          -    changes in seaborne and other transportation patterns

The factors that influence the supply of tanker capacity include:

          -    the number of newbuilding deliveries;

          -    the scrapping rate of older vessels; and

          -    the number of vessels that are out of service.

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

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

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

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

The outlook for the tanker market for the remainder of 2005 is positive since it
seems that the continued growth in oil consumption will ensure a positive demand
situation for tankers. The freight forward market for 2005 is now at USD 58,000
per day for VLCC tankers.

Competition

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

Inspection, Insurance and Regulation

Inspection by Classification Society

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

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

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

Insurance

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

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

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

Environmental and Other Regulations

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

We believe the heightened environmental and quality concerns of insurance
underwriters, regulators and charterers are leading to greater inspection and
safety requirements on all vessels and creating an increasing demand for modern
vessels that are able to conform to the stricter environmental standards. We
maintain high operating standards for our vessels that emphasizes operational
safety, quality maintenance, continuous training of our crews and officers and
compliance with United States and international regulations. Our Vessel is
subject to both scheduled and unscheduled inspections by a variety of
governmental and private entities, each of which may have unique requirements.
These entities include the local port authorities such as the U.S. Coast Guard,
harbour master or equivalent, classification societies, flag state
administration or country of registry, and charterers, particularly terminal
operators and major oil companies which conduct frequent vessel inspections.
Each of these entities may have unique requirements that we must comply with.

International Maritime Organisation

In 1992, the International Maritime Organization, or IMO ( the United Nations
agency for maritime safety and the prevention of marine pollution by ships),
adopted MARPOL 73/78 regulations that set forth pollution prevention
requirements applicable to tankers. These regulations, which have been adopted
by more than 150 nations, provide, in part, that:

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

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

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

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

     o    all tankers are subject to enhanced inspections.

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

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

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

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

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

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

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

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

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

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

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

                    + by Anniversary of Delivery Date In Year
                                * subject to CAS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

OPA limits the liability of responsible parties to the greater of $1,200 per
gross ton or $10 million per tanker that is over 3,000 gross tons (subject to
possible adjustment for inflation). The act specifically permits individual
states to impose their own liability regimes with regard to oil pollution
incidents occurring within their boundaries, and some states have enacted
legislation providing for unlimited liability for discharge of pollutants within
their waters. In some cases, states that have enacted this type of legislation
have not yet issued implementing regulations defining tanker owners'
responsibilities under these laws. CERCLA, which applies to owners and operators
of tankers, contains a similar liability regime and provides for cleanup and
removal of hazardous substances and for natural resource damages. Liability
under CERCLA is limited to the greater of $300 per gross ton or $5 million.

These limits of liability do not apply, however, where the incident is caused by
violation of applicable United States federal safety, construction or operating
regulations, or by the responsible party's gross negligence or wilful
misconduct. These limits do not apply if the responsible party fails or refuses
to report the incident or to co-operate and assist in connection with the
substance removal activities. OPA and CERCLA each preserve the right to recover
damages under existing law, including maritime tort law.

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

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

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

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

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

     o    describe crew training and drills; and

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

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

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

European Union Tanker Restrictions

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

International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party thereto, many countries have ratified
and follow the liability scheme adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage, 1969, as
amended, or the CLC, and the Convention for the Establishment of an
International Fund for Oil Pollution of 1971, as amended. Under these
conventions, a vessel's registered owner is strictly liable for pollution damage
caused on the territorial waters of a contracting state by discharge of
persistent oil, subject to certain complete defenses. Many of the countries that
have ratified the CLC have increased the liability limits through a 1992
Protocol to the CLC. The liability limits in the countries that have ratified
this Protocol are currently approximately $4.0 million plus approximately $566.0
per gross registered tonne above 5,000 gross tonnes with an approximate maximum
of $80.5 million per vessel, with the exact amount tied to a unit of account
which varies according to a basket of currencies. The right to limit liability
is forfeited under the CLC where the spill is caused by the owner's actual fault
or privity and, under the 1992 Protocol, where the spill is caused by the
owner's intentional or reckless conduct. Vessels trading to contracting states
must provide evidence of insurance covering the limited liability of the owner.
In jurisdictions where the CLC has not been adopted, various legislative schemes
or common law govern, and liability is imposed either on the basis of fault or
in a manner similar to the CLC.

Vessel Security Regulations

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

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

     o    on-board installation of ship security alert systems;

     o    the development of vessel security plans; and

     o    compliance with flag state security certification requirements.

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

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

C. ORGANIZATIONAL STRUCTURE

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

The Company does not have any subsidiaries.

D. PROPERTY, PLANTS AND EQUIPMENT

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

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The Company was formed as an Isle of Man public limited company for the purpose
of acquiring and chartering a Vessel.

At the time of the issuance of the Notes by GSPTC (the "Closing Date"), the
Company (i) received the net proceeds from the sale of the Notes, (ii) paid the
first installment of the purchase price of the Vessel, (iii) paid certain legal,
printing, rating and other fees and expenses, and (iv) deposited the balance of
the net proceeds from the sale of the Notes into a guaranteed investment
contract (the "Pre-Funding Account"). In addition, the Company entered into a
building contract (the "Building Contract"), the Technical Supervision
Agreements, the Initial Charter, the Management Agreement and certain security
agreements for the benefit of the holders of the Notes and became the
beneficiary of a Building Contract guarantee and the Chevron guarantee.

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

The Vessel was accepted by the Company under the Building Contract on March 15,
1999 and concurrently was delivered to Chevron.

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

Critical Accounting Policies

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

Vessels and Depreciation

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

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

Recently Issued Accounting Standards and Securities and Exchange Commission
Rules

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

Results of Operations

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

In the years ended December 31, 2004 and 2003 the Company earned $9,927,635
charter income, which represents hire for one complete year at a rate of $27,199
per day. In the year ended December 31, 2004, the Company earned $320,197
interest income, increased from $317,147 in 2003 due to higher average cash
balances throughout the period.

Interest expense was $5,737,090 in 2004 compared with $6,016,798 in 2003, the
decrease being due to the repayment of $4,200,000 of Serial Notes on February 1,
2004.

In each of the years ended December 31, 2004 and 2003 depreciation expense of
$3,216,624 represents one year's charge.

Net income was $1,198,201 for the period ended December 31, 2004 compared with
$902,561 in 2003.

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

In the years ended December 31, 2003 and 2002 the Company earned $9,927,635
charter income, which represents hire for one complete year at a rate of $27,199
per day. In the year ended December 31, 2003, the Company earned $317,147
interest income, increased from $313,520 in 2002 due to higher average cash
balances throughout the period.

Interest expense was $6,016,798 in 2003 compared with $6,276,331 in 2002, the
decrease being due to the repayment of $3,950,000 of Serial Notes on February 1,
2003.

In each of the years ended December 31, 2003 and 2002 depreciation expense of
$3,216,624 represents one year's charge.

Net income was $902,561 for the period ended December 31, 2003 compared with
$597,054 in 2002.

Inflation

Management does not believe that inflation will significantly affect the
Company's 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 effect the market for
crude oil and oil tankers (including the Vessel) and result in increased vessel
operating costs. These factors may affect the Charterer's decision as to whether
to terminate the current charter.

B. LIQUIDITY AND CAPITAL RESOURCES

The Company's sources of funds are charter hire payments for the Vessel,
earnings on permitted investments and the proceeds from the sale, if any, of the
Vessel. The Company does not have, nor will it have in the future, any other
source of capital for payment of the Notes.

On the Closing Date, the Company (i) received $89.1 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 $38.9 million which
represents the first installment of the contract purchase price of its Vessel
(iii) paid $0.5 million in legal, printing, rating and other fees and expenses
and (iv) deposited $49.7 million into the Pre-Funding Account.

On the first Optional Termination Date with respect to the Vessel, the Company
will have a balance in the debt service reserve fund of at least $9.1 million,
assuming no prior withdrawals from the debt service reserve fund, and will have
outstanding an aggregate principal amount of Term Notes of $63.55 million.

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

The foregoing determination assumes that amounts remaining in the trust accounts
will be invested in permitted investments that will provide a return of 7.0% per
annum compounded monthly for funds on deposit in the Pre-Funding Account and a
return of 6.0% per annum compounded monthly for funds on deposit in the revenue
account and the debt service reserve fund. On the Closing Date, guaranteed
investment contracts for funds on deposit in the Pre-Funding Account and revenue
account (until the latest maturity date of the Serial Note) rated at least "Aa"
or "AA" by Moody's or Standard & Poor's, respectively, were available with at
least the assumed annual rate of return and the Company believes that guaranteed
investment contracts for certain funds on deposit with the Indenture Trustee
other than in the Pre-Funding Account or the revenue account (until the latest
maturity date of the Serial Notes) rated at least "A" by Moody's or Standard &
Poor's will be available with at least the assumed annual rate of return for
such amounts until the latest maturity date of the Term Notes. The annual rate
of return on permitted investments of amounts remaining in any trust account on
or after August 1, 2014 cannot be predicted.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC

Not Applicable

D. TREND INFORMATION

Not Applicable

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The Company does not have any employees involved in the management of the
Vessel. The following table sets forth the name, age and principal position with
the Company of each of its directors.

Name                    Age         Position with the Company
----                    ---         -------------------------

Andrew James Baker      46          Secretary
Kate Blankenship        40          Director
John Michael Killip     61          Director
Tor Olav Troim          42          Director

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

Kate Blankenship: Mrs. Blankenship has been a director of Golden State Petro
(IOM I-B) PLC since November 1, 1998. She has been employed by Frontline since
1994 and is currently the Chief Accounting Officer and Secretary and a Director.
Mrs. Blankenship is a member of the Institute of Chartered Accountants in
England and Wales. Mrs. Blankenship has been Chief Financial Officer of
Knightsbridge Tankers Ltd, a Bermuda company listed on the NASDAQ National
Market, since April 2000 and Secretary of Knightsbridge since December 2000.
Mrs. Blankenship is Director and Secretary of Ship Finance International Limited
since October 15, 2003. Mrs. Blankenship has served as a director of Golar LNG
Limited, a Bermuda company listed on the NASDAQ National Market and Oslo Stock
Exchange, since July, 2003.

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

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

B. COMPENSATION

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

C. BOARD PRACTICES

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

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

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

D. EMPLOYEES

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

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

E. SHARE OWNERSHIP

At June 20, 2005, none of the directors or officers of the Company owned any
common shares of the Company.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Except as set forth below, the Registrant is not aware of any beneficial owner
of more than 5% of the Company's Common Stock as of close of business on June
20, 2005.

                              Beneficial Ownership

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

     Common Shares        Frontline 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 Ltd.

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

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

B. RELATED PARTY TRANSACTIONS

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

C. INTERESTS OF EXPERTS AND COUNSEL

Not Applicable

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

The Company does not pay dividends.

B. SIGNIFICANT CHANGES

Not Applicable

ITEM 9. THE OFFER AND LISTING

Not applicable.

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

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

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

C. MATERIAL CONTRACTS

Not Applicable

D. EXCHANGE CONTROLS

Not Applicable

E. TAXATION

Isle of Man

Under the Income Tax (Exempt Companies) Act, the Company is exempt from any Isle
of Man income tax, or any other tax on income of distributions accruing to or
derived for the Company, or in connection with any transactions with the
Company, or any shareholders.

No estate, inheritance, succession, or gift tax, rate, duty, levy or other
charge is payable in the Isle of Man with respect to any shares, debt
obligations or other securities of the Company.

There is no reciprocal tax treaty between the Isle of Man and the United States.

F. DIVIDENDS AND PAYING AGENTS

Not Applicable

G. STATEMENT BY EXPERTS

Not Applicable

H. DOCUMENTS ON DISPLAY

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended. In accordance with these requirements we file
reports and other information with the Securities and Exchange Commission. These
materials, including this annual report and the accompanying exhibits may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
500 West Madison Street, Suite 1400, Northwestern Atrium Center, Chicago,
Illinois 60661. You may obtain information on the operation of the public
reference room by calling 1 (800) SEC-0330, and you may obtain copies at
prescribed rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. 20549. The SEC maintains a website
(http://www.sec.gov.) that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
SEC. In addition, documents referred to in this annual report may be inspected
at the office of Frontline at Par-la-Ville Place, 4th Floor, 14 Par-la-Ville
Road, Hamilton, Bermuda.

I. SUBSIDIARY INFORMATION

Not Applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)  Quantitative information about market risk

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

     i)   Serial Notes

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

     The outstanding Serial Notes have the following characteristics:

     Maturity date                            Interest rate            Principal
     -------------                            -------------            ---------
     February 1, 2005                                 6.80%            4,450,000
     February 1, 2006                                 6.85%            4,400,000
                                                                       ---------
                                                                      $8,850,000
                                                                      ==========

     As of December 31, 2004, and 2003 the average effective interest rate for
     the Serial Notes was 6.827% and 6.786%.

     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.
<PAGE>

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

     Sinking fund redemption amounts and final principal payment

     Scheduled payment date
     ----------------------
     February 1, 2008                                                $ 1,430,000
     August 1, 2008                                                    1,490,000
     February 1, 2009                                                  1,550,000
     August 1, 2009                                                    1,610,000
     February 1, 2010                                                  1,675,000
     August 1, 2010                                                    1,745,000
     February 1, 2011                                                  1,815,000
     August 1, 2011                                                    1,885,000
     February 1, 2012                                                  1,960,000
     August 1, 2012                                                    2,040,000
     February 1, 2013                                                  2,125,000
     August 1, 2013                                                    2,210,000
     February 1, 2014                                                  2,295,000
     August 1, 2014                                                    2,390,000
     February 1, 2015                                                  2,485,000
     August 1, 2015                                                    2,585,000
     February 1, 2016                                                  2,690,000
     August 1, 2016                                                    2,800,000
     February 1, 2017                                                  2,910,000
     August 1, 2017                                                    3,025,000
     February 1, 2018                                                  3,150,000
     August 1, 2018                                                    3,275,000
     February 1, 2019                                                 14,410,000
                                                                     -----------
                                                                     $63,550,000
                                                                     ===========

(b)  Qualitative information about market risk

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

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

Not Applicable

ITEM 15. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

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

(b)  Changes in internal controls

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

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 16B. CODE OF ETHICS

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

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)  Audit Fees

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

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

(b)  Audit -Related Fees

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

(c)  Tax Fees

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

(d)  All Other Fees

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

The Company's Board of Directors has assigned responsibility for its
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-11 together with the report of Grant Thornton LLP thereon, are filed
as part of this annual report:

Index to Financial Statements

Report of Independent Registered Public Accounting Firm                      F-1

Balance Sheets at December 31, 2004 and 2003                                 F-2

Statements of Operations and Retained Earnings (Accumulated
Deficit) for the Years Ended December 31, 2004, 2003 and 2002                F-3

Statements of Cash Flows for the Years Ended December 31, 2004,
2003 and 2002                                                                F-4

Notes to Financial Statements                                                F-5
<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-B)
PLC (a company incorporated in the Isle of Man), a wholly-owned subsidiary of
Golden State Holdings I, Limited, as of December 31, 2004 and 2003, and the
related statements of operations and retained earnings (accumulated deficit),
and cash flows for the years ended December 31, 2004, 2003 and 2002. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. We were not engaged to perform an
audit of the Company's 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 I-B)
PLC at December 31, 2004 and 2003, and the results of its operations and its
cash flows for the years ended December 31, 2004, 2003 and 2002 in conformity
with accounting principles generally accepted in the United States of America.


Grant Thornton LLP

New York, New York
February 16, 2005
<PAGE>

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

Balance Sheets

As of December 31, 2004 and 2003

(in US$)

ASSETS                                                        2004          2003

Restricted investments                                 $ 7,796,800   $ 7,659,721

Debt issue costs                                           556,340       595,844

Vessel, net                                             67,951,997    71,168,621
                                                       -----------   -----------

Total assets                                           $76,305,137   $79,424,186
                                                       ===========   ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Interest payable and other liabilities                 $ 2,401,516   $ 2,518,766

Short term portion of Mortgage notes                     4,450,000     4,200,000

Long term portion of Mortgage notes                     67,950,000    72,400,000
                                                       -----------   -----------

Total liabilities                                       74,801,516    79,118,766
                                                       -----------   -----------

Commitments and Contingencies

Stockholders' equity

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

2 shares issued and outstanding                                  2             2

Retained earnings                                        1,503,619       305,418
                                                       -----------   -----------

Total stockholders' equity                               1,503,621       305,420
                                                       -----------   -----------

Total liabilities and stockholders' equity             $76,305,137   $79,424,186
                                                       ===========   ===========

See accompanying Notes to Financial Statements
<PAGE>

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

Statements of Operations and Retained Earnings (Accumulated Deficit)

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

(in US$)

                                            2004           2003            2002

Revenue

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

Interest income                          320,197        317,147         313,520
                                    ------------   ------------    ------------

Total revenue                         10,247,832     10,244,782      10,241,155
                                    ------------   ------------    ------------

Expenses

Interest expense                       5,737,090      6,016,798       6,276,331

Management fees & other expenses          56,413         55,152          55,182

Depreciation                           3,216,624      3,216,624       3,216,624

Amortization of debt issue costs          39,504         53,647          95,964
                                    ------------   ------------    ------------

Total expenses                         9,049,631      9,342,221       9,644,101
                                    ------------   ------------    ------------

Net income                          $  1,198,201   $    902,561    $    597,054
                                    ============   ============    ============

Retained earnings (accumulated
deficit), start of year             $    305,418   $   (597,143)   $ (1,194,197)
                                    ------------   ------------    ------------

Retained earnings (accumulated
deficit), end of year               $  1,503,619   $    305,418    $   (597,143)
                                    ============   ============    ============

See accompanying Notes to Financial Statements
<PAGE>

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

Statements of Cash Flows

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

(in US$)

                                              2004           2003          2002
Cash flows from operating activities

Net income                             $ 1,198,201    $   902,561   $   597,054

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

Depreciation                             3,216,624      3,216,624     3,216,624

Amortization of debt issue costs            39,504         53,647        95,964

Changes in operating assets and
liabilities

Decrease in interest payable and
other liabilities                         (117,250)      (108,788)     (928,282)
                                       -----------    -----------   -----------

Net cash provided by operating
activities                               4,337,079      4,064,044     2,981,360
                                       -----------    -----------   -----------

Cash flows from investing activities

(Increase) decrease in restricted
investments                               (137,079)      (114,044)      718,640
                                       -----------    -----------   -----------

Net cash (used in) provided by
investing activities                      (137,079)      (114,044)      718,640
                                       -----------    -----------   -----------

Cash flows from financing
activities

Repayment of mortgage notes             (4,200,000)    (3,950,000)   (3,700,000)
                                       -----------    -----------   -----------

Net cash used in financing
activities                              (4,200,000)    (3,950,000)   (3,700,000)
                                       -----------    -----------   -----------

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

Supplemental disclosures of cash
flow information:
Cash paid during the period for
interest                               $ 5,854,340    $ 6,125,588   $ 6,377,310
                                       ===========    ===========   ===========

See accompanying Notes to Financial Statements
<PAGE>

1.   DESCRIPTION OF BUSINESS

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

     Golden State Petroleum Transport Corporation ("GSPTC"), a Delaware
     corporation as an agent for the Company and IOM I-A, issued 8.04% First
     Preferred Mortgage Term Notes for $127,100,000 (the Term Notes") and Serial
     First Preferred Mortgage Notes for $51,700,000 (the "Serial Notes")
     (together the "Notes"). The principal amount of the Term Notes and the
     Serial Notes allocated to the Company is $63,550,000 and $26,800,000
     respectively. The proceeds from the offering and sale of the Notes
     allocated to the Company have been used by the Company to fund the
     construction of a VLCC. The vessel, the "Phoenix Voyager" (the "Vessel"),
     was delivered to the Company on March 15, 1999 and concurrently was
     chartered to Chevron Transport Corporation ("Chevron") pursuant to an
     initial charter for a term of eighteen years. Chevron has an option to
     terminate the charter on the eighth anniversary of the delivery date for
     the VLCC. Chevron's obligations under the initial charter are guaranteed by
     Chevron Corporation.

     The Company, IOM I-A, 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 Frontline Ltd,
     a publicly listed Bermuda company.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

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

     Allocation of Mortgage Notes

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

     Operating Lease

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

     Vessel

     The cost of the Vessel, including capitalized costs and interest, less
     estimated residual value is being depreciated on a straight-line basis over
     the Vessel's remaining life. The remaining life is estimated to be 25 years
     from delivery.

     Impairment of long-lived assets

     The Company has adopted Statement of Financial Accounting Standards
     ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived
     Assets" ("SFAS 144").

     Debt Issue Costs

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

     Fair Value of Financial Instruments

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

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

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

     ---------------------------------------------------------------------------
                                     2004         2004         2003         2003
                                 Carrying         Fair     Carrying         Fair
                                    Value        Value        Value        Value
     ---------------------------------------------------------------------------
     Term Notes                63,550,000   69,507,813   63,550,000   61,829,066
     Serial Notes               8,850,000    8,991,945   13,050,000   13,621,302

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

     Accounting Estimates

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions in determining the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the dates of the financial statements and the reported
     amounts of revenue and expenses during the reporting periods. Actual
     results could differ from such estimates.

     Income Taxes

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

     Certain entities are exempt from US corporate income tax on US source
     income from their international shipping operations if (i) their countries
     of incorporation exempt shipping operations of US persons from income tax
     (the "Incorporation Test") and (ii) they meet the "Ultimate Owner Test". A
     company meets the Ultimate Owner Test if more than 50% of the value of its
     stock is owned directly or indirectly pursuant to specified constructive
     stock ownership rules by individuals who are residents of a foreign country
     that exempts US persons from tax on shipping earnings. The Company meets
     the Incorporation Test because the Company is incorporated in the Isle of
     Man, which provides the required exemption to US persons involved in
     shipping operations pursuant to an exchange of diplomatic notes with the
     United States, and the Company believes more than 50% of the value of its
     outstanding stock is indirectly owned by individuals who are residents of
     countries which provide the required exemption to US persons involved in
     shipping operations. The issue of residence is, however, inherently factual
     and cannot be determined with certainty. F-6 Based on the foregoing, the
     Company expects all of its income to remain exempt from United States
     Federal, state and local income taxes. Accordingly, no provision for taxes
     has been made in these financial statements.

3.   ADOPTION OF NEW ACCOUNTING STANDARDS

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

4.   RESTRICTED INVESTMENTS

     The Restricted Investments accounts (the "Accounts") were established in
     the name and under the control of the United States Trust Company as the
     Indenture Trustee (the "Trustee"). The proceeds of the Notes issued on
     behalf of the Company were deposited into one of the Accounts (the
     "Pre-Funding Account") in the form of a guaranteed investment contract. The
     funds in the Pre-Funding Account can be used only to fund the installment
     construction payments, principal and interest due on the Notes and
     management fees prior to the delivery of the Vessel. Charterhire payments
     are being deposited into a separate one of the Accounts (the "Revenue
     Account") in the form of a guaranteed investment contract. The funds in the
     Revenue Account can be used only to fund the principal and interest due on
     the Notes and management fees subsequent to the delivery of the Vessel.

5.   DEBT ISSUE COSTS

     The debt issue costs are comprised of the following amounts:

                                                         2004              2003

     Debt issue costs                             $ 1,233,272       $ 1,233,272
     Accumulated amortization                        (676,932)         (637,428)
                                                  -----------       -----------
                                                  $   556,340       $   595,844
                                                  ===========       ===========

6.   VESSEL

                                                              2004          2003

     Cost at beginning of year                         $86,715,638   $86,715,638
                                                       ===========   ===========

     Accumulated depreciation at beginning of year     $15,547,017   $12,330,393
     Charge for year                                     3,216,624     3,216,624
                                                       -----------   -----------
     Accumulated depreciation at end of year           $18,763,641   $15,547,017
                                                       ===========   ===========

     Net book value at end of year                     $67,951,997   $71,168,621
                                                       ===========   ===========

7.   MORTGAGE NOTES

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

     ---------------------------------------------------------------------------
     (in thousands of $)                                     2004          2003
     ---------------------------------------------------------------------------

     Serial notes due February 1, 2004                         --         4,200
     Serial notes due February 1, 2005                      4,450         4,450
     Serial notes due February 1, 2006                      4,400         4,400
     Term notes due February 1, 2019                       63,550        63,550
     ---------------------------------------------------------------------------
     Total mortgage notes                                  72,400        76,600
     Less: short-term portion                              (4,450)       (4,200)
     ===========================================================================
                                                           67,950        72,400
     ===========================================================================

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

     Year ending December 31,
     (in thousands of $)
     2005                                                                  4,450
     2006                                                                  4,400
     2007                                                                     --
     2008                                                                     --
     2009                                                                     --
     2010 and later                                                       63,550
     ---------------------------------------------------------------------------
     Total debt                                                           72,400
     ===========================================================================

     As of December 31, 2004, the effective average interest rate for the Serial
     Notes was 6.827%.

     The Term Notes are 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 amortization schedule will
     approximate the level of debt service through to the maturity date with an
     additional principal payment on the maturity date of $10,995,000.
<PAGE>

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

     Sinking fund redemption amounts and final principal payment

     Scheduled payment date

     February 1, 2008                                                $ 1,430,000
     August 1, 2008                                                    1,490,000
     February 1, 2009                                                  1,550,000
     August 1, 2009                                                    1,610,000
     February 1, 2010                                                  1,675,000
     August 1, 2010                                                    1,745,000
     February 1, 2011                                                  1,815,000
     August 1, 2011                                                    1,885,000
     February 1, 2012                                                  1,960,000
     August 1, 2012                                                    2,040,000
     February 1, 2013                                                  2,125,000
     August 1, 2013                                                    2,210,000
     February 1, 2014                                                  2,295,000
     August 1, 2014                                                    2,390,000
     February 1, 2015                                                  2,485,000
     August 1, 2015                                                    2,585,000
     February 1, 2016                                                  2,690,000
     August 1, 2016                                                    2,800,000
     February 1, 2017                                                  2,910,000
     August 1, 2017                                                    3,025,000
     February 1, 2018                                                  3,150,000
     August 1, 2018                                                    3,275,000
     February 1, 2019                                                 14,410,000
                                                                     -----------
                                                                     $63,550,000
                                                                     ===========

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

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

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

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

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

8.   COMMITMENTS AND CONTINGENCIES

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

     2005                                                            $ 9,927,635
     2006                                                              9,927,635
     2007                                                              2,019,526
                                                                     -----------
                                                                     $21,874,796
                                                                     ===========

9.   CONCENTRATION OF CREDIT RISK AND OTHER RISK

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

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

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

10.  RELATED PARTY TRANSACTIONS

     Pursuant to an agreement (the "Management Agreement") between the Company
     and Frontline (the "Manager"), an affiliate of the Company, the Manager
     provides administrative, management and advisory services to the Company at
     an annual fee of $50,000, payable semi-annually. All cost of administering
     the Company are payable by the Manager from the Management Fee. The
     Management agreement is effective until termination by either party upon 30
     days prior written notice. Management fee expenses and management fee
     payable as of December 31, 2004, 2003 and 2002 are as follows:

                                                  2004         2003         2002
     Management fee expenses                   $50,000      $50,000      $50,000
     Management fee payable                    $20,833      $20,833      $20,833
<PAGE>

ITEM 19. EXHIBITS

1.1*  Memorandum and Articles of Association of Golden State Petro (IOM I-B)
      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-B) 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-B) 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-B) 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-B) 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-B) 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-B) 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-B) 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-B) 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-B) 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-B) 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-B) 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 Principal Executive Officer pursuant to Rule 13a-14(a)
      and Rule 15d-14(a) of the Securities Exchange Act, as amended

12.2  Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
      and Rule 15d-14(a) of the Securities Exchange Act, as amended

13    Certification pursuant to 18 USC Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference to the filing indicated.

<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-B) PLC
                                  (Registrant)

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

                           Kate Blankenship, Director

                                 Date: June 30, 2005



02089.0007 #582913