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

                                 FORM 10-K

(Mark One)

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

For the fiscal year ended     December 31, 2001
                         --------------------------------------------------

                                     OR

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

For the transition period from       to
                              ---------------------------------------------

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


                GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
---------------------------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


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


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


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


       Title of each class                      Name of each exchange
                                                 on which registered

                None                                 Not applicable
---------------------------------        ----------------------------------

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

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

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

     Yes     X       No
        ----------     ----------

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

     [X]

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

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

DOCUMENTS INCORPORATED BY REFERENCE:    None


<PAGE>


                GOLDEN STATE PETROLEUM TRANSPORT CORPORATION

                                 FORM 10-K

TABLE OF CONTENTS
                                                                       PAGE

PART I

     Item 1.   Business...................................................1

     Item 2.   Properties.................................................1

     Item 3.   Legal Proceedings..........................................1

     Item 4.   Submission of Matters to a Vote of Security Holders........2


PART II

     Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters........................................2

     Item 6.   Selected Financial Data....................................2

     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations........................2

     Item 7(a)

               Quantitative and Qualitative disclosures about Market
               Risk.......................................................2

     Item 8.   Financial Statements and Supplementary Data................3

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


PART III

     Item 10.  Directors and Executive Officers of the Registrant........ 9

     Item 11.  Executive Compensation....................................10

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

     Item 13.  Certain Relationships and Related Transactions............10


PART IV

     Item 14.  Exhibits, Financial Statement Schedules and Reports on
               Form 8-K..................................................11


<PAGE>


                                   PART I

ITEM 1.   BUSINESS

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

Golden State Holdings I, Limited  ("GSH"),  an Isle of Man company,  is the
owner of all of the issued and  outstanding  shares of the  Company and the
Owners.  On May 12, 1998, all of the issued and  outstanding  shares of GSH
(as well as all of the  issued  and  outstanding  shares of  certain  other
companies) were sold by Cambridge Petroleum Transport Corporation, a Cayman
Islands  company  ("CPTC") to  Independent  Tankers  Corporation,  a Cayman
Islands  company  ("ITC").  On  the  same  date,  all  of  the  issued  and
outstanding  shares of ITC were sold to  Frontline  Ltd.  ("Frontline"),  a
publicly listed Bermuda company.

Pursuant to a share purchase  agreement dated December 23, 1998, as amended
on March 4, 1999,  (the "Share  Purchase  Agreement"),  Frontline has sold,
effective as of July 1, 1998, all of the issued and  outstanding  shares of
ITC to Hemen Holding  Limited,  a Cyprus  company  ("Hemen").  Hemen is the
principal shareholder of Frontline and is indirectly controlled by Mr. John
Fredriksen.  Hemen paid Frontline the same  consideration as Frontline paid
the Initial  Sellers for all of the issued and  outstanding  shares of ITC.
Hemen has given  Frontline  a 5-year  call option to buy back the shares of
ITC, and as security for its obligations  pursuant to the option agreement,
Hemen has  pledged  the shares to  Frontline.  Frontline  and Hemen have no
agreement in respect of the  directors  of ITC and it is expected  that the
present directors will remain in their current positions.

In connection with the sale of the stock of GSH,  Frontline or its designee
assumed management responsibilities for the Owners and the Company.

Charters

Since  the  date  of  its  delivery,  each  of the  Vessels  (see  Item  2.
"Properties")  has been  chartered to the Initial  Charterer  pursuant to a
charter dated as of December 24, 1996 which expires on the 18th anniversary
of the delivery date of the related Vessel.  The Initial  Charterer has the
right to terminate  either charter on any five optional  termination  dates
which, for each Vessel,  begins on the 8th anniversary of the delivery date
and  occurs  again on each of the four  subsequent  two-year  anniversaries
thereof.

ITEM 2.   PROPERTIES

The Company has no properties. On December 7, 1998, Golden State Petro (IOM
I-A) PLC took  delivery  of a VLCC,  the Frank A.  Shrontz and on March 15,
1999,  Golden  State Petro (IOM I-B) PLC took  delivery  of a VLCC,  the J.
Bennett Johnson. Both of the Vessels acquired by the Owners are double-hull
tankers,  each of  approximately  308,500  deadweight  tonnes.  The  tanker
industry  describes  vessels by deadweight  tonnes. A deadweight tonne is a
metric ton that is equivalent to 1,000  kilograms and refers to the maximum
weight of cargo and supplies that a tanker can carry.

ITEM 3.   LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and no
such proceedings are known to be contemplated.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Inapplicable.


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

(a)  There is no  established  trading  market for the Common  Stock of the
     Registrant.

(b)  As of March 25,  2002 with  respect to the Common  Stock there was one
     (1) holder of record of the Registrant's Common Stock.

ITEM 6.   SELECTED FINANCIAL DATA

Inapplicable.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATION

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inapplicable.


<PAGE>


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Report of Independent Certified Public Accountants                   4


     Balance Sheets as of December 31, 2001 and 2000                      5


     Statements of Operations  and Retained  Earnings for                 6
     the Years Ended December 31, 2001, 2000 and 1999


     Statements of Cash Flows for the Years Ended                         7
     December 31, 2001, 2000 and 1999


     Notes to Financial Statements                                        8


<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


TO THE BOARD OF DIRECTORS
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION


We have audited the  accompanying  balance sheets of Golden State Petroleum
Transport Corporation,  a wholly-owned  subsidiary of Golden State Holdings
I, Limited,  as of December 31, 2001 and 2000 and the related statements of
operations  and  retained  earnings,  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 audits to obtain  reasonable  assurance  about whether
the  financial  statements  are  free of  material  misstatement.  An audit
includes  examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements.  An audit also includes assessing
the  accounting   principles  used  and   significant   estimates  made  by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Golden State Petroleum
Transport Corporation at December 31, 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
March 25, 2002


<PAGE>


GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)

BALANCE SHEETS AS OF DECEMBER 31, 2001 AND 2000


                                                  2001       2000

ASSETS

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

   TOTAL ASSETS                                         $      2   $      2
                                                        ========   ========



LIABILITIES AND STOCKHOLDERS' EQUITY



   STOCKHOLDERS' EQUITY

   Common stock, no par value; 100 shares authorized;

   2 shares issued and outstanding                             2          2

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

   TOTAL STOCKHOLDERS' EQUITY                                  2          2
                                                        --------   --------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $      2   $      2
                                                        ========   ========


See accompanying Notes to Financial Statements


<PAGE>


GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)


STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

for the years ended December 31, 2001, 2000 and 1999



                                           2001     2000     1999

REVENUE

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



EXPENSES

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



NET INCOME                              $     -  $     -  $     -
                                        =======  =======  =======



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

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


See accompanying Notes to Financial Statements


<PAGE>


GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)


STATEMENTS OF CASH FLOWS

for the years ended December 31, 2001, 2000 and 1999



                                           2001     2000     1999

CASH FLOWS FROM OPERATING ACTIVITIES

Net income                              $     -  $     -  $     -

Changes in assets and liabilities

   Decrease (increase) in accounts
    receivable                                -        -        -

   (Decrease) increase in accounts
    payable                                   -        -        -
                                        -------  -------  -------

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

Cash flows from financing activities

   Capital contribution                       -        -        -
                                        -------  -------  -------

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

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

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


See accompanying Notes to Financial Statements


<PAGE>


GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS

1.   THE COMPANY

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

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

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

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

2.   RELATED PARTY TRANSACTIONS

     On May 12, 1998,  beneficial  ownership  of Golden  State  Holdings I,
     Limited was acquired by  Frontline  Ltd.  through the special  purpose
     entity ITC. Frontline Ltd.  subsequently sold its investment in ITC to
     Hemen Holding  Limited,  with effect from July 1, 1998.  Hemen Holding
     Limited is the majority shareholder in Frontline Ltd.

3.   ADOPTION OF NEW ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting  Standards No. 133, "Accounting for
     Derivatives and Hedging  Activities" ("SFAS 133"). SFAS 133 as amended
     by  FAS  138,  establishes  accounting  and  reporting  standards  for
     derivative  instruments and hedging activities.  It requires an entity
     to recognise all  derivatives  as either assets or  liabilities on the
     balance sheet and measure those instruments at 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 Company was required to adopt SFAS
     133 in the first quarter of fiscal year 2001. Adoption of SFAS 133 had
     no material effect on the Company's operations or financial position.

4.   CAPITALIZATION

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


<PAGE>


ITEM 9.   CHANGES IN AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

Inapplicable.


                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Company  does not  have  operations  nor  does it have  any  employees
involved in  management.  The following  table sets forth the name, age and
principal position with the Company of each of its executive directors.

NAME                 AGE       POSITION WITH THE COMPANY

Tor Olav Tr0im        39       Director and President
Kate Blankenship      37       Director, Secretary, Chief Executive
                               Officer, Chief Financial Officer and Chief
                               Accounting Officer

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

TOR OLAV TR0IM: Mr. Tr0im was appointed President of Golden State Petroleum
Transport  Corporation  on July 30,  1998 and has  been a  Director  of the
Company  since   November  1,  1998.  Mr.  Tr0im  serves  as  director  and
vice-president  of Frontline Ltd. He also serves as a director of Frontline
AB, a wholly-owned subsidiary of Frontline,  and is a director of Frontline
Management AS, which company supports  Frontline Ltd. in the implementation
of  decisions  made by the Board of  Directors.  Mr. Tr0im also serves as a
consultant to Sea Tankers.  He is a director of Aktiv Inkasso ASA, Northern
Oil ASA, both Norwegian Oslo Stock Exchange listed companies,  and Northern
Offshore Ltd., a Bermuda company 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.

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


<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

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

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides  information as of March 22, 2002 with respect
to the  ownership  by  each  person  or  group  of  persons,  known  by the
registrant to be a beneficial owner of 5% or more of the Common Stock.

Except as set forth below,  the  Registrant is not aware of any  beneficial
owner of more than 5% of the Common  Stock as of close of business on March
22, 2002.

                            Beneficial Ownership


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

     Ordinary Shares    Hemen Holding Limited1   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,  a resident of Cyprus
     and a citizen of Norway.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of January 31,  1999,  each of the Owners has entered  into a management
agreement  with an affiliate,  Frontline.  Frontline is a Bermuda  company,
whose ordinary  shares trade on the new York Stock  Exchange,  London Stock
Exchange and the Oslo Stock Exchange.  Frontline  provides  administrative,
vessel  management  and  advisory  services to the Owners.  Frontline is an
affiliate  of Hemen.  Hemen is the  indirect  parent of the Company and the
Owners.  Frontline's  primary business is owning and operating vessels that
transport crude oil and oil products.

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


<PAGE>


                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

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

1. Financial Statements

Report of Grant Thornton LLP, Independent Certified Public Accountants

Balance Sheets at December 31, 2001 and 2000

Statements of Operations and Retained Earnings for the Years Ended December
31, 2001, 2000 and 1999

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

Notes to Financial Statements

(b) Reports on Form 8-K

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


<PAGE>




                                 SIGNATURES

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

                               Golden State Petroleum Transport Corporation
                               --------------------------------------------
                                              (Registrant)

Date      March 28, 2002            By         /s/ Tor Olav Troim
    ---------------------------       -------------------------------------
                                                 Tor Olav Troim
                                                    President


Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.



Date     March 28, 2002             By        /s/ Kate Blankenship
    ---------------------------       -------------------------------------
                                                 Kate Blankenship
                                        Director, Chief Executive Officer,
                                          Chief Financial Officer, Chief
                                                Accounting Officer


Date     March 28, 2002             By          /s/ Tor Olav Troim
    ---------------------------       -------------------------------------
                                                  Tor Olav Troim
                                                     Director