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, 2001
                         ----------------------------------------

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

For the transition period from __________________________________

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

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

                       Golden State Petro (IOM I-A) PLC
2-----------------------------------------------------------------
                (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
-----------------------------------------------------------------
                   (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..................................6

Item 5.   Operating and Financial Review and Prospects...............15

Item 6.   Directors, Senior Management and
          Employees..................................................19

Item 7.   Major Shareholders and Related Party
          Transactions...............................................20

Item 8.   Financial Information......................................21

Item 9.   The Offer and Listing......................................22

Item 10.  Additional Information.....................................22

Item 11.  Quantitative and Qualitative Disclosures about
          Market Risk................................................23

Item 12.  Description of Securities Other Than Equity
          Securities.................................................25

PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies............25

Item 14.  Material Modifications to the Rights of Security
          Holders and Use of Proceeds................................25

Item 15.  Reserved...................................................25

Item 16.  Reserved...................................................25

PART III

Item 17.  Financial Statements.......................................25

Item 18.  Financial Statements.......................................26

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

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

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



<PAGE>


                                  PART I


ITEM 1.     IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2.     OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3.     KEY INFORMATION

A. SELECTED FINANCIAL DATA

The selected income statement data of the Company with respect to
the fiscal years ended December 31, 2001,  2000 and 1999, and the
selected  balance  sheet data with  respect  to the fiscal  years
ended  December  31, 2001 and 2000,  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, 1998 and 1997 and the selected  balance sheet
data with  respect to the fiscal  years ended  December 31, 1999,
1998 and 1997 has been derived from  financial  statements of the
Company not included  herein.  The following table should also be
read in conjunction  with Item 5 "Operating and Financial  Review
and   Prospects"   and  the  Company's   Consolidated   Financial
Statements  and Notes  thereto  included  herein.  The  Company's
accounts are maintained in US dollars.


<TABLE>
<CAPTION>

                                                Year Ended
                                                ----------
                            2001        2000        1999        1998      1997
                            --------------------------------------------------
<S>                   <C>           <C>          <C>           <C>          <C>

(in US$, except
share data)
Total revenues        10,255,595   10,234,905    10,188,790    3,363,307    3,648,622
Net income (loss)        514,779      286,721        91,929     (774,006)    (601,649)
Cash dividends per
share                          -            -             -            -            -

Vessel, net           76,229,446   79,420,143    82,610,840   85,801,537            -
Vessel under
construction                   -            -             -            -   38,527,389
Total Assets          85,557,774   88,483,236    89,986,787   90,772,150   90,668,859
Total Short Term       3,600,000    3,350,000     2,550,000            -            -
Note Obligations
Total Long Term       78,950,000   82,550,000    85,900,000   88,450,000   88,450,000
Note Obligations
Common Shares                  2            2             2            2            2
Common Shares                  2            2             2            2            2
Outstanding

</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 December
7,  1998,  the  delivery  date  of our  vessel,  and  ends on the
eighteenth  anniversary of such delivery date.  Chevron Transport
Corporation  has an option to terminate the charter on the eighth
anniversary of the delivery date of the vessel and on each of the
four subsequent two-year anniversaries thereof.

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

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

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

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

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

          -    increased  refining  capacity in the Arabian  Gulf
               area;

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

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

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

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

Because our charter may be  terminated  in December  2006, we may
incur additional expenses and not be able to recharter our vessel
profitably

Golden  State  Petroleum   Transport   Corporation,   a  Delaware
corporation  as an agent for the Company  and Golden  State Petro
(IOM I-B) PLC, issued 8.04% First  Preferred  Mortgage Term Notes
for  $127,100,000  (the "Term Notes") and Serial First  Preferred
Mortgage Notes for $51,700,000 (the "Serial Notes") (together the
"Notes").  The principal  amount of the Term Notes and the Serial
Notes  allocated to the Company is  $63,550,000  and  $24,900,000
respectively.  The  proceeds  from the  offering  and sale of the
Notes  allocated  to the Company were used by the Company to fund
the construction of its vessel.

Chevron  Transport  Corporation has its first option to terminate
its  charter  on  December  7,  2006  and on  each  of  the  four
subsequent  two-year  anniversaries  thereof.  Chevron  Transport
Corporation has the sole discretion to exercise these options and
will not owe any  fiduciary  or other duty to the  holders of the
Notes in deciding  whether to exercise the  termination  options,
and the charterer's  decision may be contrary to our interests or
those of the holders of the Notes.

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

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

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

The operation of tanker vessels and  transportation  of crude and
petroleum   products  is  an  extremely   competitive   business.
Competition arises primarily from other tanker owners,  including
major oil companies as well as independent tanker companies, some
of  whom  have  substantially   greater  resources  than  we  do.
Competition for the transportation of oil and oil products can be
intense and depends on price, location,  size, age, condition and
the  acceptability  of  the  tanker  and  its  operators  to  the
charterers.  During the term of our existing charter with Chevron
Transport  Corporation we are not exposed to the risk  associated
with this  competition.  At the end of our current charter and in
the event  that  Chevron  Transport  Corporation  terminates  the
charter  in  December   2006  or  at  any   subsequent   optional
termination  date,  we will have to  compete  with  other  tanker
owners,  including  major oil  companies  as well as  independent
tanker  companies  for  charters.  Due in part to the  fragmented
tanker market, competitors with greater resources could enter and
operate larger fleets through  acquisitions or consolidations and
may be able to offer better prices and fleets, which could result
in our achieving lower revenues from our VLCC oil tanker.

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

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  ware  or   emergency.   Government
requisition of our vessel would negatively impact our revenues.

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

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

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

We are highly  leveraged.  As of December 31, 2001, we had $82.55
million in total  indebtedness  outstanding  and a  stockholders'
deficit of $0.5  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.




<PAGE>


ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

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

Golden  State  Petroleum  Transport  Corporation   ("GSPTC"),   a
Delaware  corporation  as an agent for the  Company  and IOM I-B,
issued 8.04% First Preferred Mortgage Term Notes for $127,100,000
(the "Term Notes") and Serial First Preferred  Mortgage Notes for
$51,700,000  (the "Serial  Notes")  (together the  "Notes").  The
principal amount of the Term Notes and the Serial Notes allocated
to the Company is $63,550,000 and $24,900,000  respectively.  The
proceeds from the offering and sale of the Notes allocated to the
Company,  were used by the Company to fund the  construction of a
VLCC by Samsung Corporation and Samsung Heavy Industries Co. Ltd.
(together the "Builders") under the technical  supervision of the
Chevron   Shipping   Company  as  agent  for  Chevron   Transport
Corporation  (the  "Initial  Charterer")  which  is an  indirect,
wholly-owned  subsidiary of Chevron Corporation.  The Vessel, the
"Frank  A.  Shrontz",  was  accepted  by the  Company  under  the
building  contract  on  December  7,  1998 and  concurrently  was
delivered to the Initial Charterer under an initial charter for a
term of  eighteen  years (the  "Initial  Charter").  The Frank A.
Shrontz  is a  double-hulled  carrier  of  approximately  308,500
deadweight  tonnes ("dwt") and is currently  registered under the
Bahamian Flag.  The Initial  Charterer has an option to terminate
the charter on the eighth anniversary of the delivery date of the
Vessel.  The Initial  Charterer's  obligations  under the Initial
Charter are guaranteed by Chevron Corporation.

The Company, IOM I-B, and GSPTC are wholly-owned  subsidiaries of
Golden State Holdings I, Limited, 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 Hemen Holding Limited, a Cyprus company
("Hemen"). Hemen is the principal shareholder of Frontline and is
indirectly  controlled by Mr. John  Fredriksen,  the Chairman and
Chief Executive Officer of Frontline.

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

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

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

B. BUSINESS OVERVIEW

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

Charter Market

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

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

If the Initial  Charterer elects to terminate the Initial Charter
for the  Vessel on the first  Optional  Termination  Date for the
Initial Charter,  the allocated principal amount of the Notes for
the  Vessel  will be  approximately  $63.55  million.  All of the
Serial Notes will have  matured on or prior to such date.  If (i)
the Initial Charterer elects to terminate the Initial Charter for
the Vessel,  (ii) an acceptable  replacement charter has not been
entered  into and (iii) such  Vessel  has not been sold,  then in
order to make scheduled sinking fund and interest payments on the
Notes, if any, and to pay estimated ship expenses for the related
Vessel,  minimum  bareboat charter hire payments of approximately
$18,569 per day per Vessel, would be required upon recharter. The
foregoing  charter hire rates would not cover  $10,995,000 of the
final principal payment allocated to the Vessel.  The $10,995,000
is less than current estimates of the approximate  residual value
of the 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.  Notwithstanding  the aging of the
world  tanker  fleet  and  the  adoption  of  new   environmental
regulations  which will  result in a phaseout of many single hull
tankers,  significant  deliveries  of new VLCCs  would  adversely
affect market conditions.

Competition
The market for  international  seaborne crude oil  transportation
services is highly fragmented and competitive. Seaborne crude oil
transportation  services generally are provided by two main types
of operators:  major oil company captive fleets (both private and
state-owned)  and  independent  shipowner  fleets.  In  addition,
several  owners and operators  pool their vessels  together on an
ongoing  basis,  and such pools are available to 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  the  Initial   Charterer  in  accordance  with  good
commercial  maintenance practice  commensurate with other vessels
in the Initial  Charterer's  fleet of similar size and trade,  as
required by the Initial Charter. The Initial Charter requires the
Initial  Charterer  to return  the Vessel on  termination  of the
Initial Charter "in class" under the rules of the American Bureau
of  Shipping  (or  another   classification   society  previously
approved by the Company). In addition,  the Company has the right
to inspect the Vessel and to require surveys upon redelivery, and
the  Initial   Charterer  will  be  responsible   for  making  or
compensating  the  Company  for  certain   necessary  repairs  in
connection with such redelivery.

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

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

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

Environmental and Other Regulations

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

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

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

Environmental Regulation--IMO.

In April 2001, the International Maritime  Organization,  or IMO,
the United  Nations'  agency for  maritime  safety,  revised  its
regulations governing tanker design and inspection  requirements.
The proposed regulations,  which are expected to become effective
September  2002  provided  they are  ratified  by the IMO  member
states,  provide for a more  aggressive  phase-out of single hull
oil  tankers as well as  increased  inspection  and  verification
requirements.  They provide for the phase-out of most single hull
oil  tankers  by 2015  or  earlier,  depending  on the age of the
vessel and whether or not the vessel  complies with  requirements
for protectively  located  segregated  ballast tanks.  Segregated
ballast tanks use ballast water that is completely  separate from
the cargo oil and oil fuel system.  Segregated  ballast tanks are
currently  required by the IMO on crude oil  tankers  constructed
after 1983. The changes, which will likely increase the number of
tankers  that are  scrapped  beginning  in 2004,  are intended to
reduce the likelihood of oil pollution in international waters.

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

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

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

The ISM  Code  requires  that  vessel  operators  obtain a safety
management   certificate  for  each  vessel  they  operate.  This
certificate  evidences  compliance by a vessel's  management with
code requirements for a safety  management  system. No vessel can
obtain a  certificate  unless  its  manager  has been  awarded  a
Document  of  Compliance,  issued  by each  flag  state  or by an
appointed  classification society, under the ISM Code. Our vessel
has received a safety management certificate.

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

The IMO has  negotiated  international  conventions  that  impose
liability  for  oil  pollution  in  international  waters  and  a
signatory's  territorial  waters.  Additional or new conventions,
laws and regulations may be adopted which could limit our ability
to do business and which could have a material  adverse effect on
our business and results of operations.

Environmental Regulation--United States

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

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

          -    natural  resource  damages and related  assessment
               costs;

          -    real and personal property damages;

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

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

          -    loss of subsistence use of natural resources.

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

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

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

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

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

FINANCIAL  RESPONSIBILITY.  OPA requires  owners and operators of
vessels to  establish  and  maintain  with the U.S.  Coast  Guard
evidence of financial responsibility sufficient to meet the limit
of their  potential  strict  liability  under OPA. The U.S. 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 the
regulations,   evidence  of  financial   responsibility   may  be
demonstrated  by  insurance,   surety  bond,   self-insurance  or
guaranty.  Under OPA  regulations,  an owner or  operator of more
than one tanker  will be  required  to  demonstrate  evidence  of
financial  responsibility for the entire fleet in an amount equal
only to the financial  responsibility  requirement  of the tanker
having the greatest maximum liability under OPA/CERCLA.

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

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

          -    describe crew training and drills; and

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

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

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

Environmental Regulation--CLC

Although  the  U.S.  is not a party to  these  conventions,  many
countries  have ratified and follow the liability  scheme adopted
by the IMO and set out in the  International  Convention on Civil
Liability for Oil  Pollution  Damage,  1969,  or CLC.  Under this
convention,  a vessel's  registered  owner is strictly liable for
pollution   damage  caused  in  the   territorial   waters  of  a
contracting  state by discharge of oil,  subject to some complete
defenses.  Liability is limited to  approximately  $270 per gross
registered ton or approximately $28.3 million, whichever is less.
If,  however,  the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum  liability  rises to
$74.9  million.  The  limit  of  liability  is  tied to a unit of
account  which varies  according to a basket of  currencies.  The
right to limit  liability  is  forfeited  under the CLC where the
spill is caused by the  owner's  actual  fault and under the 1992
Protocol, where the spill is caused by the owner's intentional or
reckless  conduct.  Vessels  trading to states which are party to
this convention must provide  evidence of insurance  covering the
limited  liability of the owner. In  jurisdictions  where the CLC
has not been adopted,  various  legislative schemes or common law
govern,  and liability is imposed either on the basis of fault or
in a manner similar to the CLC.

Environmental Regulations--EU

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

The  sinking of the oil  tanker  Erika off the coast of France on
December  12,  2002  polluted  more  than  250  miles  of  French
coastline  with heavy oil.  Following  the  spill,  the  European
Commission   adopted  a  "communication  on  the  safety  of  oil
transport by sea," also named the "Erika communication."

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

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

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

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

In addition,  Italy has  announced a ban of single hull crude oil
tankers over 5,000 dwt from most Italian ports,  effective  April
2001. This ban will be placed on oil product carriers,  effective
December 1, 2003. It is impossible to predict what legislation or
additional  regulations,  if  any,  may  be  promulgated  by  the
European Union or any other country or authority.


C. ORGANIZATIONAL STRUCTURE

The Company, IOM I-B, and GSPTC are wholly-owned  subsidiaries of
GSH,  an  Isle  of Man  holding  company.  GSH is a  wholly-owned
subsidiary  of  ITC,  a  Cayman  Islands  corporation.  ITC  is a
wholly-owned  subsidiary of Hemen, a Cyprus company. Hemen is the
principal  shareholder of Frontline and is indirectly  controlled
by Mr. John Fredriksen,  the Chairman and Chief Executive Officer
of Frontline.

The Company does not have any subsidiaries.

D. PROPERTY, PLANTS AND EQUIPMENT

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


ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

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

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

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

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

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


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   vessels  is   depreciated   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  are  reviewed  for
impairment  whenever events or changes in circumstances  indicate
that the carrying amount of an asset may not be recoverable.

Results of Operations

Year  Ended  December  31,  2001  compared  with the  Year  Ended
December 31, 2000

In each of the  years  ended  December  31,  2001 and  2000,  the
Company earned  $9,927,635  charter income,  which represents the
hire for one  complete  year at a rate of $27,199 per day. In the
year  ended  December  31,  2001,  the  Company  earned  $327,960
interest  income,  increased  from $307,720 in 2000 due to higher
average cash balances throughout the period.

Interest  expense was $6,400,757 in 2001 compared with $6,612,807
in 2000, the decrease being due to the repayment of $3,350,000 of
Serial Notes on February 1, 2001.

In  each  of  the  years  ended   December   31,  2001  and  2000
depreciation expense of $3,190,697 represents one year's charge.

Net income was $514,779  for the period  ended  December 31, 2001
compared with $286,721 in 2000.

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

In each of the  years  ended  December  31,  2000 and  1999,  the
Company earned  $9,927,635  charter income,  which represents the
hire for one  complete  year at a rate of $27,199 per day. In the
year  ended  December  31,  2000,  the  Company  earned  $307,270
interest  income,  increased  from $261,155 in 1999 due to higher
average cash balances throughout the period.

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

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

Net income was $286,721  for the period  ended  December 31, 2000
compared with $91,929 in 1999.

<PAGE>



Inflation

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

B. LIQUIDITY AND CAPITAL RESOURCES

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

On the  Closing  Date,  the Company (i)  received  $87.2  million
reflecting  the proceeds  from the sale of the Notes,  net of the
initial  purchaser's  discounts  and  commissions  and  financial
advisory fees, (ii) paid $35.3 million which represents the first
installment  of the contract  purchase  price of its Vessel (iii)
paid $0.4 million in legal,  printing,  rating and other fees and
expenses and (iv)  deposited  $51.5 million into the  Pre-Funding
Account.

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

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

The foregoing determination assumes that amounts remaining in the
trust  accounts  will be invested in permitted  investments  that
will  provide a return of 7.0% per annum  compounded  monthly for
funds on deposit in the Pre-Funding  Account and a return of 6.0%
per annum compounded  monthly for funds on deposit in the revenue
account and the debt service  reserve  fund. On the Closing Date,
guaranteed  investment  contracts  for  funds on  deposit  in the
Pre-Funding   Account  and  revenue  account  (until  the  latest
maturity  date of the Serial Note) rated at least "Aa" or "AA" by
Moody's or Standard & Poor's,  respectively,  were available with
at least  the  assumed  annual  rate of  return  and the  Company
believes that guaranteed  investment  contracts for certain funds
on  deposit  with  the  Indenture   Trustee  other  than  in  the
Pre-Funding  Account  or the  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         43                 Secretary
Kate Blankenship           37                 Director
John Michael Killip        58                 Director
Tor Olav Tr0im             39                 Director

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

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

John Michael Killip:  non-executive Isle of Man resident director
since  February  13,  2001.  Mr.  Killip is a manager with Equity
Limited,  the corporate service provider owned by Cains Advocates
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 Tr0im:  Mr.  Tr0im has been a director  of Golden  State
Petro (IOM I-A) PLC since  November 1, 1998. Mr. Tr0im has been a
director of Frontline  since July 1, 1996.  Mr. Tr0im also serves
as a director of  Frontline  AB, ICB  Shipping  AB and  Frontline
Management,  all subsidiaries of Frontline. Until April, 2000 Mr.
Tr0im was the Chief  Executive  Officer of Frontline  Management,
which  company  supports  the  Company in the  implementation  of
decisions  made by the Board of Directors.  Mr. Tr0im also serves
as a  consultant  to Sea Tankers  and since May 2000,  has been a
director and  Vice-Chairman of Knightsbridge  Tankers Limited,  a
Bermuda  company listed on the NASDAQ  National  Market.  He is a
director of Aktiv Inkasso ASA,  Northern Oil ASA, both  Norwegian
Oslo Stock Exchange  listed  companies.  He is also a director of
Northern  Offshore  Ltd.  and Golar  LNG  Limited,  both  Bermuda
companies listed on the Oslo Stock Exchange. Prior to his service
with  Frontline,  from January 1992, Mr. Tr0im served as Managing
Director  and a member  of the  Board of  Directors  of DNO AS, a
Norwegian oil company.

B. COMPENSATION

During  2001,   the  Company  paid  its  directors  and  officers
aggregate compensation of (pound)750.

C. BOARD PRACTICES

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

E. SHARE OWNERSHIP

At June  15,  2002,  none of the  directors  or  officers  of the
Company owned any common shares of the Company.


ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Except as set forth  below,  the  Registrant  is not aware of any
beneficial owner of more than 5% of the Company's Common Stock as
of close of business on June 15, 2002.

                             Beneficial Ownership

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

     Common Shares      Hemen Holding Limited(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  Hemen,  a  Cyprus  company.   Hemen  is
     controlled by John Fredriksen.

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

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

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

B.  RELATED PARTY TRANSACTIONS

Not Applicable

C.  INTERESTS OF EXPERTS AND COUNSEL

Not Applicable


ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

The Company does not pay dividends.

B. SIGNIFICANT CHANGES

Not Applicable
ITEM 9.  THE OFFER AND LISTING

Not applicable.

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


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 the  Commission's  Regional Offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Northwestern Atrium Center, Chicago, Illinois
60661. You may obtain  information on the operation of the public
reference  room by calling 1 (800)  SEC-0330,  and you may obtain
copies at prescribed rates from the Public  Reference  Section of
the Commission at its principal office in Washington, D.C. 20549.
The SEC maintains a website  (http://www.sec.gov.)  that contains
reports,  proxy and information  statements and other information
regarding  registrants that file  electronically with the SEC. In
addition,  documents  referred  to in this  annual  report may be
inspected at the office of the Manager at 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, 2001 is as follows:

      i) Serial Notes

     The Serial Notes bear  interest at rates  ranging from 6.55%
     to 6.85%  through  maturity.  The Serial Notes mature over a
     seven-year period beginning  one-year from February 1, 2000.
     Interest is payable  semi-annually  on February 1 and August
     1.

     The   outstanding    Serial   Notes   have   the   following
     characteristics:

     Maturity date            Interest rate       Principal
     February 1, 2002             6.55%            3,600,000
     February 1, 2003             6.61%            3,850,000
     February 1, 2004             6.70%            4,100,000
     February 1, 2005             6.80%            4,350,000
     February 1, 2006             6.85%            3,100,000
                                                 -----------
                                                 $19,000,000
                                                 ===========

As of December  31, 2001,  the  effective  interest  rate for the
Serial Notes was 6.702% and as of December 31, 2000 and 1999, the
effective interest rate for the Serial Notes was 6.666%.



ii)  Term Notes

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

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

     Sinking fund redemption amounts and final principal payment

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

(b)  Qualitative information about market risk

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

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

      Not Applicable

                                 PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

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

Not Applicable

ITEM 15.  RESERVED


ITEM 16.  RESERVED

                                PART III

ITEM 17.  FINANCIAL STATEMENTS

Not Applicable

ITEM 18.  FINANCIAL STATEMENTS

The following financial  statements listed below and set forth on
pages F-1 through F-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 Certified Public Accountants              F-1

Balance Sheets at December 31, 2001 and 2000                    F-2

Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 2001, 2000 and 1999                F-3

Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999                                F-4

Notes to Financial Statements                                   F-5


<PAGE>



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


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

We have audited the  accompanying  balance sheets of Golden State
Petro (IOM I-A) PLC (a company  incorporated in the Isle of Man),
a wholly-owned subsidiary of Golden State Holdings I, Limited, as
of December  31, 2001 and 2000,  and the  related  statements  of
operations and accumulated  deficit, and cash flows for the years
ended  December  31,  2001,   2000  and  1999.   These  financial
statements are the  responsibility  of the Company's  management.
Our  responsibility  is to express an opinion on these  financial
statements based on our audits.

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

In our  opinion,  the  financial  statements  referred  to  above
present fairly, in all material respects,  the financial position
of Golden  State Petro (IOM I-A) PLC as of December  31, 2001 and
2000 and the results of its operations and its cash flows for the
years ended December 31, 2001,  2000 and 1999 in conformity  with
accounting  principles generally accepted in the United States of
America.


Grant Thornton LLP


New York, New York
January 18, 2002
<PAGE>

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

Balance Sheets

As of December 31, 2001, and 2000
(in US$)

ASSETS                                              2001         2000

Restricted investments                        $8,592,965   $8,233,050

Debt issue costs                                 735,363      830,043

Vessel, net                                   76,229,446   79,420,143
                                              ----------   ----------

Total assets                                  $85,557,774  $88,483,236
                                              ===========  ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

Charter income received in advance            $ 827,303    $ 827,303

Interest payable and other liabilities        2,680,297    2,770,538

Mortgage notes                                82,550,000   85,900,000
                                              ----------   ----------
Total liabilities                             86,057,600   89,497,841
                                              ----------   ----------
Commitments and Contingencies

Stockholders' deficit

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

2 shares issued and outstanding                       2             2

Accumulated deficit                            (499,828)   (1,014,607)
                                              ----------   -----------

Total stockholders' deficit                    (499,826)   (1,014,605)
                                              ----------   -----------
Total liabilities and stockholders'
  deficit                                    $85,557,774  $88,483,236
                                             ===========  ===========

See accompanying Notes to Financial Statements

<PAGE>

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

Statements of Operations and Accumulated Deficit

For the years ended December 31, 2001, 2000 and 1999
(in US$)

                                            2001          2000         1999
Revenue

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

Interest income                          327,960       307,270      261,155
                                       ---------     ---------    ---------

Total revenue                          10,255,595    10,234,905   10,188,790
                                       ----------    ----------   ----------
Expenses

Interest expense                       6,400,757     6,612,807    6,761,484

Management fees                           54,682        50,000       50,000

Depreciation                           3,190,697     3,190,697    3,190,697

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

Total expenses                         9,740,816     9,948,184    10,096,861
                                       ---------     ---------    ----------

Net income (loss)                      $ 514,779     $ 286,721    $  91,929
                                       =========     =========    =========

Accumulated deficit, beginning
  of year                             $(1,014,607)  $(1,301,328) $(1,393,257)
                                      ------------  ------------ ------------

Accumulated deficit, end of year      $(499,828)    $(1,014,607) $(1,301,328)
                                      ==========    ============ ============

See accompanying Notes to Financial Statements
<PAGE>


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

Statements of Cash Flows

For the years ended December 31, 2001, 2000, and 1999
(in US$)

                                            2001          2000         1999
Cash flows from operating activities

Net income                             $ 514,779     $ 286,721    $  91,929

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

Depreciation                           3,190,697     3,190,697    3,190,697

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

Changes in operating assets and
  liabilities:

Increase (decrease) in interest
  payable and other liabilities          (90,242)      759,728     (827,292)
                                       ----------    ---------    ----------

Net cash provided by operating
  activities                           3,709,914     4,331,826    2,550,014
                                       ---------     ---------    ---------

Cash flows from investing activities

(Increase) decrease in
restricted investments                 (359,914)    (1,781,826)  (2,550,014)
                                       ---------    ----------   ----------

Net cash used in investing activities   (359,914)    (1,781,826)  (2,550,014)
                                       ----------    -----------  ----------

Cash flows from financing activities

Repayment of mortgage notes            (3,350,000)   (2,550,000)          -
                                       -----------   -----------  ---------

Net cash used in financing activities  (3,350,000)   (2,550,000)          -
                                       -----------   -----------  ---------

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

Supplemental disclosures of cash
  flow information:
Cash paid during the period for
  interest                            $ 6,490,999    $6,680,382   $6,761,472
                                      ===========    ==========   ==========


See accompanying Notes to Financial Statements

<PAGE>


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

1.   DESCRIPTION OF BUSINESS

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

     Golden State Petroleum Transport  Corporation  ("GSPTC"),  a
     Delaware  corporation  as an agent for the  Company  and IOM
     I-B,  issued 8.04% First  Preferred  Mortgage Term Notes for
     $127,100,000  (the Term Notes") and Serial  First  Preferred
     Mortgage  Notes  for   $51,700,000   (the  "Serial   Notes")
     (together  the "Notes").  The  principal  amount of the Term
     Notes and the  Serial  Notes  allocated  to the  Company  is
     $63,550,000 and $24,900,000 respectively.  The proceeds from
     the offering and sale of the Notes allocated to the Company,
     have been used by the Company to fund the  construction of a
     VLCC by Samsung Corporation and Samsung Heavy Industries Co.
     Ltd.  (collectively,  the  "Builders")  under the  technical
     supervision of Chevron Shipping Company as agent for Chevron
     Transport  Corporation (the "Initial Charterer") which is an
     indirect,  wholly-owned  subsidiary of Chevron  Corporation.
     The  vessel,  the "Frank A.  Shrontz"  (the  "Vessel"),  was
     accepted  by the  Company  under the  building  contract  on
     December  7,  1998 and  concurrently  was  chartered  to the
     Initial Charterer  pursuant to an initial charter for a term
     of eighteen  years.  The Initial  Charterer has an option to
     terminate  the  charter  on the  eighth  anniversary  of the
     delivery  date  of  the  Vessel.  The  Initial   Charterer's
     obligations  under the  initial  charter are  guaranteed  by
     Chevron Corporation.

     The   Company,   IOM  I-B,   and  GSPTC   are   wholly-owned
     subsidiaries of Golden State Holdings I, Limited, an Isle of
     Man holding  company.  Golden  State  Holdings I, Limited is
     wholly-owned by Independent  Tankers  Corporation,  a Cayman
     Islands  company  ("ITC"),  which  itself is wholly owned by
     Hemen Holding Limited, a Cyprus company ("Hemen").  Hemen is
     the  principal  shareholder  of Frontline  and is indirectly
     controlled  by Mr. John  Fredriksen,  the Chairman and Chief
     Executive Officer of Frontline.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

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

     Allocation of Mortgage Notes

     The Company is jointly and severally  liable under the Notes
     with  IOM I-B for the  issued  amount  of  $178,800,000.  In
     preparing the separate company  financial  statements of the
     Company and IOM I-B, the  aggregate  amount of the Notes has
     been  allocated  so as to  reflect  the  difference  in  the
     contracted cost of the vessels.



    Operating Lease

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

    Vessel

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

    Impairment of long-lived assets

    The Company has adopted  Statement of  Financial  Accounting
    Standards  ("SFAS") No. 121,  "Accounting for the Impairment
    of  Long-Lived  Assets  and  for  Long-Lived  Assets  to  Be
    Disposed Of" ("SFAS 121"). SFAS 121 requires that long-lived
    assets and certain  identifiable  intangibles to be held and
    used by an entity be reviewed for impairment whenever events
    or  changes  in  circumstances  indicate  that the  carrying
    amount of an asset may not be recoverable. In addition, SFAS
    121 requires that certain long-lived assets and identifiable
    intangibles  to be  disposed  of be reported at the lower of
    carrying  amount or fair value less estimated costs to sell.
    The  adoption  of SFAS 121 had no  effect  on the  Company's
    financial position or results of operations.

    Debt Issue Costs

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

    Fair Value of Financial Instruments

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

    Restricted  Investments:  The restricted investments balance
    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.



<PAGE>


    Mortgage Notes:  The carrying value and estimated fair value
    of the Notes  consisted  of the  following  at December  31,
    2001:


    Carrying Value                Fair Value
    Term Notes                 $  63,550,000     $  79,174,511
    Serial Notes               $  19,000,000     $  20,060,629

    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 20% tax on
    profits   required  to  be  assessed  against  Isle  of  Man
    companies.

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

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

3.  ADOPTION OF NEW ACCOUNTING STANDARDS

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

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

4.  RESTRICTED INVESTMENTS

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

5.  DEBT ISSUE COSTS

    The debt issue costs are comprised of the following amounts:

                                                          2001         2000

   Debt issue costs                                  $1,216,653   $1,216,653
   Accumulated amortization                           (481,290)    (386,610)
                                                     ----------   ----------
                                                     $ 735,363    $ 830,043
                                                     =========    =========

6. VESSEL

                                                          2001         2000

   Cost at beginning of year                         $86,067,428  $86,067,428
                                                     ===========  ===========

   Accumulated depreciation at beginning of year     $6,647,285   $3,456,588
   Charge for year                                   3,190,697    3,190,697
                                                     ---------    ---------
   Accumulated depreciation at end of year           $9,837,982   $6,647,285
                                                     ==========   ==========

   Net book value at end of year                     $76,229,446  $79,420,143
                                                     ===========  ===========

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

7. MORTGAGE NOTES

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

<PAGE>


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

   Serial Notes

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

   Maturity date                  Interest Rate    Principal

   February 1, 2000                        6.36%   $2,550,000
   February 1, 2001                        6.46%    3,350,000

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

   Maturity date                    Interest Rate    Principal

   February 1, 2002                          6.55%   3,600,000
   February 1, 2003                          6.61%   3,850,000
   February 1, 2004                          6.70%   4,100,000
   February 1, 2005                          6.80%   4,350,000
   February 1, 2006                          6.85%   3,100,000
                                                   -----------
                                                   $19,000,000
                                                   ===========

   Interest has been accrued for the Serial Notes from December
   24, 1997,  and is payable on February 1 and August 1 of each
   year. As of December 31, 2001,  the effective  interest rate
   for the Serial  Notes was 6.702% and as of December 31, 2000
   and 1999,  the effective  interest rate for the Serial Notes
   was 6.666%.

   Term Notes

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

   The Term Notes will be subject  to  redemption  through  the
   operation  of a mandatory  sinking fund on each payment date
   commencing  August  1,  2007 up to and  including  August 1,
   2018,  according to the schedule of sinking fund  redemption
   payments set forth below.  The sinking fund redemption price
   is  100%  of  the  principal  amount  of  Term  Notes  being
   redeemed,  together with accrued and unpaid  interest to the
   date fixed for redemption.  The Term Notes will mature,  and
   the final  payment of  principal  and  interest  on the Term
   Notes will be due,  on February  1, 2019.  The  amortization
   schedule will  approximate the level of debt service through
   to the maturity date with an additional principal payment on
   the maturity date of $10,995,000.

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

   Sinking fund redemption amounts and final principal payment

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

    Additional Notes

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

    Mandatory Redemption

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


<PAGE>


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

   Optional Redemption

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

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

   Debt Covenants

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

8. COMMITMENTS AND CONTINGENCIES

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

    2002                                    $9,927,635
    2003                                    9,927,635
    2004                                    9,927,635
    2005                                    9,927,635
    2006                                    9,247,660
                                          -----------
                                          $48,958,200
                                          ===========

9.  CONCENTRATION OF CREDIT RISK AND OTHER RISK

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

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

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

10. RELATED PARTY TRANSATIONS

    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, 2001,  2000,  and 1999 are as
    follows:

                                  2001          2000         1999

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

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




<PAGE>


ITEM 19.  EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




<PAGE>



                                  SIGNATURES

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


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




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

                    Kate Blankenship, Director

                       Date: June 28, 2002









02089.0007 #334279