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, 2002
                         ------------------------------------------------------

                                       OR

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

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

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

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

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

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

              c/o 15-19 Athol Street, Douglas, Isle of Man IM1 1LB
--------------------------------------------------------------------------------
                    (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.........................................7

Item 5.    Operating and Financial Review an Prospects.......................13

Item 6.    Directors, Senior Management and Employees........................17

Item 7.    Major Shareholders and Related Party Transactions.................19

Item 8.    Financial Information.............................................19

Item 9.    The Offer and Listing.............................................20

Item 10.   Additional Information............................................20

Item 11.   Quantitative and Qualitative Disclosures
           about Market Risk.................................................21

Item 12.   Description of Securities Other Than Equity
           Securities........................................................22

PART II

Item 13.   Defaults, Dividend Arrearages and Delinquencies...................22

Item 14.   Material  Modifications  to the Rights
           of Security Holders and Use of Proceeds...........................22

Item 15.   Controls and Procedures...........................................23

Item 16.   Reserved..........................................................23

PART III

Item 17.   Financial Statements..............................................23

Item 18.   Financial Statements..............................................23

Item 19.   Exhibits..........................................................24

<PAGE>

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

                                     PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The  selected  income  statement  data of the Company with respect to the fiscal
years ended  December 31, 2002,  2001 and 2000,  and the selected  balance sheet
data with  respect to the fiscal years ended  December  31, 2002 and 2001,  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, 1999
and 1998 and the  selected  balance  sheet data with respect to the fiscal years
ended  December  31,  2000,  1999  and  1998 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
therein. The Company's accounts are maintained in U.S. dollars.

<TABLE>
<CAPTION>
                                                                 Year Ended
                                                                 ----------
                                          2002         2001         2000         1999          1998
                                          ---------------------------------------------------------
(in US$, except share data)
<S>                                 <C>          <C>          <C>          <C>           <C>
Total revenues                      10,241,155   10,239,436   10,232,819    8,561,623     2,811,514
Net income (loss)                      597,054      355,092      134,659     (357,487)     (722,885)
Cash dividends per share                     -            -            -            -             -

Vessel, net                         74,385,245   77,601,869   80,818,493   84,035,117             -
Vessel under construction                    -            -            -            -    57,190,518
Total Assets                        82,580,413   86,611,641   89,799,484   91,557,744    91,915,231
Total Short Term Note Obligations    3,950,000    3,700,000    3,450,000    2,650,000             -
Total Long Term Note Obligations    76,600,000   80,550,000   84,250,000   87,700,000    90,350,000
Common Shares                                2            2            2            2             2
Common Shares Outstanding                    2            2            2            2             2
</TABLE>

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D. RISK FACTORS

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

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

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

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

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

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

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

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

     o    increased refining capacity in the Arabian Gulf area;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are highly dependent on Chevron Transport Corporation and its guarantor

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

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

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

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

A government  could  requisition for title or seize our vessel.  Requisition for
title occurs when a government  takes control of a vessel and becomes her owner.
Also, a government could  requisition our vessel for hire.  Requisition for hire
occurs when a government  takes control of a vessel and effectively  becomes her
charter at dictated charter rates. Generally, requisitions occur during a period
of 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, 2002, we had $80.55 million in total
indebtedness  outstanding  and a  stockholders'  deficit of $0.60  million.  The
degree to which we are  leveraged  could  have  important  consequences  for the
holders of our Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

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

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Golden  State Petro (IOM I-B) PLC, or the  Company,  and Golden State Petro (IOM
I-A) PLC (IOM I-A) (together, with the Company, the Companies),  are Isle of Man
public  limited  companies,  each  formed  for  the  purpose  of  acquiring  and
chartering a very large crude oil carrier (a VLCC or the 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  or the Term Notes and Serial First  Preferred  Mortgage
Notes for  $51,700,000 , or the Serial Notes,  and together with the Term Notes,
the  Notes.  . The  principal  amount  of the Term  Notes and the  Serial  Notes
allocated to us is $63,550,000 and $26,800,000  respectively.  The proceeds from
the  offering  and sale of the  Notes  allocated  to us,  were  used to fund the
construction of a VLCC by Samsung  Corporation and Samsung Heavy  Industries Co.
Ltd.  (together the Builders)  under the  technical  supervision  of the Chevron
Shipping  Company  as agent  for  Chevron  Transport  Corporation  (the  Initial
Charterer) which is an indirect, wholly-owned subsidiary of Chevron Corporation.
We accepted the Vessel,  the "Phoenix  Voyager",  (renamed from the "J.  Bennett
Johnston"),  under the building  contract on March 15, 1999 and concurrently was
delivered  to the  Initial  Charterer  under an  initial  charter  for a term of
eighteen years (the Initial  Charter).  The Phoenix  Voyager 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.

We are 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.

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

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

B. BUSINESS OVERVIEW

Under a  management  agreement  (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,  known as 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 us of its intent to terminate
the Initial Charter, the Manager,  pursuant to the related Management Agreement,
is required to engage a remarketing agent. McQuilling Brokerage Partners,  Inc.,
or McQuilling, and ACM Shipping Limited, or ACM Shipping, have agreed to provide
on a non-exclusive basis remarketing services if 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 respective  Vessel on the date of the
final  payment.  No assurance  can be given as to the residual or scrap value of
the Vessel on such date of the final  payment and no assurance can be given that
the Manager  would be able to obtain  charters  at the  foregoing  charter  hire
rates.

Charter Rates and the Market for Secondhand Vessels

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

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

     o    demand for oil and oil products;

     o    global and regional economic conditions;

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

     o    changes in seaborne and other transportation patterns

The factors that influence the supply of tanker capacity include:

     o    the number of newbuilding deliveries;

     o    the scrapping rate of older vessels; and

     o    the number of vessels that are out of service.

Tanker values have generally experienced high volatility.  The fair market value
of oil tankers,  including the vessel,  can be expected to fluctuate,  depending
upon general  economic and market  conditions  affecting the tanker industry and
competition from other shipping companies, types and sizes of vessels, and other
modes of  transportation.  In  addition,  as  vessels  grow  older,  they may be
expected to decline in value.  These factors will affect the value of the Vessel
at the termination or expiration of the 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,  have
have the right to inspect the Vessel and to require surveys upon redelivery, and
the Initial  Charterer will be  responsible  for making or  compensating  us for
certain necessary repairs in connection with such redelivery.

Insurance

The operation of any ocean-going vessel carries an inherent risk of catastrophic
marine disasters, environmental mishaps, cargo and property losses or damage and
business   interruptions   caused  by  adverse  weather  and  ocean  conditions,
mechanical failures,  human error,  political action in various countries,  war,
terrorism,  piracy, labor strikes and other circumstances or events. Pursuant to
the Initial Charter,  the Vessel may be operated 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 we
will be able to procure adequate insurance  coverage at commercially  reasonable
rates in the future.  In  particular,  stricter  environmental  regulations  may
result in increased costs for, or the lack of availability or, insurance against
the risks of environmental damage or pollution.

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

Environmental and Other Regulations

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

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

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

Environmental Regulation--IMO

The United Nation's  International  Maritime  Organization,  or IMO, has adopted
regulations that set forth pollution prevention  requirements for tankers. These
regulations,  which have been  implemented  in many  jurisdictions  in which our
tanker operates, provide, in part, that:

     o    25-year  old  tankers  must  be of  double-hull  construction  or of a
          mid-deck design with double-sided construction unless:

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

          (2) they are capable of hydrostatically  balanced loading, which means
          that they are loaded in such a way that if the hull is breached, water
          flows into the tanker, displacing oil upwards instead of into the sea

     o    30-year old tankers must be of  double-hull  construction  or mid-deck
          design with double-sided construction.

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

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

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

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

The IMO recently  adopted  regulations that require the phase-out of most single
hull tankers by 2015 or earlier,  depending on the age of the vessel and whether
or not it complies with requirements for protectively located segregated ballast
tanks.  Under these new  regulations,  which became effective in September 2002,
the maximum  permissible age for single hull tankers after 2007 is 26 years. The
new  regulations   also  provide  for  increased   inspection  and  verification
requirements.

Our Vessel has a double hull and complies with the proposed IMO regulations.

The IMO's  International  Safety  Management Code, or ISM Code, also affects our
operations. The ISM Code requires the party with operational control of a vessel
to develop a 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 ISM Code  requirements  for a safety  management
system. No vessel can obtain a certificate unless its manager has been awarded a
Document of Compliance, issued by each flag state, under the ISM Code Our vessel
has received a safety management certificate.

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

The IMO continues to review and introduce new  regulations.  It is impossible to
predict what additional  regulations,  if any, may be passed by the IMO and what
effect, if any, such regulations might have on the operation of oil tankers.  As
a result  of the oil  spill  in  November  2002  from  the  sinking  of the m.t.
Prestige, it is likely that more stringent maritime safety rules will be imposed
by the IMO and other regulatory  agencies in the future. The m.t. Prestige was a
26 year old single  hulled  tanker  owned and  operated by a company that is not
affiliated with us.

Environmental Regulation--OPA/CERCLA

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

Under OPA,  vessel  owners,  operators and bareboat or "demise"  charterers  are
"responsible parties" who are liable regardless of fault,  individually and as a
group, for all containment  costs,  clean-up costs and for other damages arising
from oil spills from their  vessels.  These other damages may include  injury to
natural  resources and real and personal  property,  loss of subsistence  use of
natural resources,  the loss of taxes,  rents,  royalties,  profits and earnings
capacity   resulting  from  an  oil  spill  and  the  cost  of  public  services
necessitated by an oil spill. These  "responsible  parties" are not liable under
OPA if the spill  results  solely from the act or omission of a third party,  an
act of God or an act of war. OPA limits a responsible  party's  liability to the
greater of $1,200 per gross ton or $10 million per vessel over 3,000 gross tons,
subject to adjustment for inflation.

CERCLA,  which applies to owners and operators of vessels,  contains a liability
regime  similar to OPA 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
wilful  misconduct.  These limits do not apply if the responsible party fails or
refuses to report the incident or to co-operate  and assist in  connection  with
the  substance  removal  activities.  OPA and CERCLA each  preserve the right to
recover damages under existing law, including maritime tort law. We believe that
we are in  substantial  compliance  with OPA,  CERCLA and all  applicable  state
regulations in the ports where our vessel will call.

OPA requires  owners and operators of vessels to establish and maintain with the
Coast Guard evidence of financial responsibility sufficient to meet the limit of
their  aggregate  potential  strict  liability  under OPA and CERCLA.  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 must 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.  Owners or operators of tankers operating in the waters of the
U.S.  must also file  vessel  response  plans  with the Coast  Guard,  and their
tankers are required to operate in  compliance  with their Coast Guard  approved
plans.

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

In addition, most U.S. states that border a navigable waterway have enacted laws
that impose strict  liability for clean-up  costs and damages  resulting  from a
discharge  of oil or a release of a hazardous  substance.  As  permitted by OPA,
these state laws may provide for unlimited  liability  for oil spills  occurring
within their boundaries.

Environmental Regulation--Other

Although the United States is not a party to these  conventions,  many countries
have  ratified and follow the  liability  plan adopted by the IMO and set out in
the International Convention on Civil Liability for Oil Pollution Damage of 1969
and the  Convention  for the  Establishment  of an  International  Fund  for Oil
Pollution of 1971. Under these conventions, and depending on whether the country
in which the damage results is a party to the 1992 Protocol to the International
Convention on Civil Liability for Oil Pollution  Damage,  a vessel's  registered
owner is strictly liable for pollution  damage caused in the territorial  waters
of a  contracting  state by  discharge  of  persistent  oil,  subject to certain
complete  defenses.  Under an amendment  that will come into effect  November 1,
2003 for vessels of 5,000 to 140,000 gross tons (a unit of  measurement  for the
total  enclosed   spaces  within  a  vessel),   liability  will  be  limited  to
approximately  $6.1 million plus $858 for each additional  gross ton over 5,000.
For  vessels  of  over  140,000  gross  tons,   liability  will  be  limited  to
approximately  $122.1 million. The current maximum amount is approximately $81.2
million.  The right to limit  liability  is  forfeited  under the  International
Convention on Civil Liability for Oil Pollution Damage 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.  In jurisdictions  where
the International Convention on Civil Liability for Oil Pollution Damage has not
been adopted,  various legislative schemes or common law governs,  and liability
is  imposed  either  on the  basis  of  fault  or in a  manner  similar  to that
convention.

Partly  in  response  to the oil  spill  caused  by the  sinking  of the  tanker
Prestige,  a single hulled tanker owned by an entity that is not affiliated with
us, in November 2002,  the European  Union proposed new  regulations in March of
2003 that would, among other things,  place a ban on the transportation of heavy
oil grades in all  single-hull  tankers loading or discharging at European Union
ports.  These  regulations also accelerate the phase-out  schedule of all single
hull tankers.  The European Union  Parliament is scheduled to meet in July 2003,
to ratify these new  regulations.  Several  European  Union nations have already
implemented  an absolute ban on single hull tankers  carrying fuel oil and heavy
oil grades.  Spain has banned  single hull  tankers  over 5,000 dwt and carrying
such cargo from  entering her ports as of January 1, 2003.  Italy has  announced
that  similar  measures  applicable  to single hull tankers over 15 years of age
will be  implemented  during  the first  half of 2003,  and  Spain,  France  and
Portugal have prohibited  single hull tankers carrying such cargoes from passing
through their 200-mile economic exclusion zones since December, 2002.

C. ORGANIZATIONAL STRUCTURE

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

We do not have any subsidiaries.

D. PROPERTY, PLANTS AND EQUIPMENT

Other than the Vessel referred to above, we have no property.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

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

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

Between the Closing Date and the delivery date of its Vessel,  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.

We  accepted  the  Vessel  under the  Building  Contract  on March 15,  1999 and
concurrently it was delivered to the Initial Charterer.

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

Critical Accounting Policies

The  preparation  of our  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 our  audited  Financial
Statements and Notes thereto  included herein for details of all of our material
accounting policies.

Vessel and Depreciation

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

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

Recently  Issued  Accounting  Standards and Securities  and Exchange  Commission
Rules

In June 2001, the U.S.  Financial  Accounting  Standards  Board ("FASB")  issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations"   which  requires  the  application  of  the  purchase  method  in
accounting  for  business  combinations  including  the  identification  of  the
acquiring enterprise for each transaction.  SFAS No. 141 applies to all business
combinations  initiated  after  June  30,  2001  and all  business  combinations
accounted for by the purchase method that are completed after June 30, 2001. The
adoption of SFAS No. 141 by the Company did not have any impact on the Company's
financial position or results of operations.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets". SFAS No. 142 applies to all acquired intangible assets whether acquired
singly, as part of a group, or in a business  combination.  The adoption of SFAS
No.  142 by the  Company  on  January  1,  2002 did not have any  impact  on the
Company's financial position or results of operations.

In June 2001, the FASB issued SFAS No. 143, "Accounting for the Asset Retirement
Obligations".  Under SFAS No. 143, an entity shall recognize the fair value of a
liability  for an  asset  retirement  obligation  in the  period  in which it is
incurred if a  reasonable  estimate of fair value can be made.  If a  reasonable
estimate  of fair  value  cannot  be made in the  period  the  asset  retirement
obligation  is incurred,  the liability  shall be  recognized  when a reasonable
estimate of fair value can be made. Upon initial  recognition of a liability for
an asset retirement  obligation,  an entity shall capitalize an asset retirement
cost by increasing the carrying  amount of the related  long-lived  asset by the
same amount as the liability.  An entity shall subsequently  allocate that asset
retirement  cost to expense  using a  systematic  and  rational  method over its
useful  life.  SFAS No. 143  applies to legal  obligations  associated  with the
retirement  of a tangible  long-lived  asset that result  from the  acquisition,
construction,  or development and/or the normal operation of a long-lived asset,
with limited  exceptions.  SFAS No. 143 does not apply to obligations that arise
solely  from a plan to  dispose  of a  long-lived  asset,  nor  does it apply to
obligations that result from the improper operation of an asset. SFAS No. 143 is
effective for fiscal years beginning after December 15, 2002. Management has not
completed  their  evaluation  of the  impact  of SFAS No.  143 on the  Company's
results of operations or financial position. However, management does not expect
that the  adoption  of the SFAS No.  143 on January 1, 2003 will have a material
impact on the Company's financial position or results of operations.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived  Assets".  The  objectives of SFAS No. 144 are to address
significant issues relating to the  implementation of SFAS No. 121,  "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", and to develop a single accounting model based on the framework established
in SFAS No. 121 for  long-lived  assets to be disposed of by sale.  SFAS No. 144
requires that  long-lived  assets that are to be disposed of by sale be measured
at the lower of book value or fair value less costs to sell.  Additionally,  the
standard expands the scope of discontinued  operations to include all components
of an entity  with  operations  that can be  distinguished  from the rest of the
entity and will be  eliminated  from the ongoing  operations  of the entity in a
disposal transaction.  The adoption of SFAS No. 144 by the Company on January 1,
2002 did not have any impact on the Company's  financial  position or results of
operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS  No.  145  rescinds   SFAS  No.  4,   "Reporting   Gains  and  Losses  from
Extinguishment  of  Debt,"  and SFAS No.  64,  "Extinguishments  of Debt Made to
Satisfy  Sinking-Fund  Requirements."  SFAS No. 145 also  rescinds  SFAS No. 44,
"Accounting for Intangible  Assets of Motor  Carriers." SFAS No. 145 also amends
SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency  between the
required accounting for sale-leaseback  transactions and the required accounting
for certain lease  modifications  that have economic effects that are similar to
sale-leaseback  transactions.  Lastly,  SFAS No. 145 also amends other  existing
authoritative  pronouncements  to make various  technical  corrections,  clarify
meanings,  or describe their  applicability  under changed  conditions.  Certain
provisions  of SFAS No. 145 became  effective  during  2002 but did not have any
impact  on  the  Company's   consolidated   financial  position  or  results  of
operations.  The remaining  provisions  become effective in 2003, but management
does not  expect  that  such  provisions  will  have a  material  impact  on the
Company's financial position or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities." Under SFAS No. 146, the Company will measure
costs  associated with an exit or disposal  activity at fair value and recognize
costs in the period in which the  liability is incurred  rather than at the date
of a commitment to an exist or disposal  plan.  The Company is required to adopt
SFAS No. 146 for all exit and disposal  activities  initiated after December 31,
2002. Management does not expect that the adoption of the SFAS No. 146 will have
a material impact on the Company's financial position or results of operations.

In November 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness of Others." Interpretation 45 elaborates on the existing disclosure
requirements  for most  guarantees,  including loan  guarantees  such as standby
letters  of  credit.  It also  clarifies  that at the  time a  company  issues a
guarantee,  the company must recognize an initial  liability for the fair value,
or market  value,  of the  obligations  it assumes  under the guarantee and must
disclose that  information in its interim and annual financial  statements.  The
provisions  related to recognizing a liability at inception of the guarantee for
the fair  value  of the  guarantor's  obligations  does  not  apply  to  product
warranties  or  to  guarantees   accounted  for  as  derivatives.   The  initial
recognition and initial  measurement  provisions apply on a prospective basis to
guarantees  issued or modified  after  December  31, 2002.  Management  does not
expect that the  adoption  of the  recognition  and  measurement  provisions  of
Interpretation  45 will have a  material  impact on the  Company's  consolidated
financial position or results of operations.

In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest  Entities." In general,  a variable  interest  entity is a corporation,
partnership, trust, or any other legal structure used for business purposes that
either (a) does not have equity  investors  with voting rights or (b) has equity
investors that do not provide sufficient  financial  resources for the entity to
support its activities. Interpretation 46 requires a variable interest entity to
be  consolidated  by a company if that  company is subject to a majority  of the
risk of loss from the  variable  interest  entity's  activities  or  entitled to
receive a majority of the entity's  residual returns or both. The  consolidation
requirements  of  Interpretation  46  apply  immediately  to  variable  interest
entities created after January 31, 2003. The consolidation requirements apply to
older entities in the first fiscal year or interim period  beginning  after June
15, 2003. Management does not expect that the adoption of Interpretation 46 will
have a material  impact on the  Company's  consolidated  financial  position  or
results of operations.

Results of Operations

Year Ended December 31, 2002 compared with the Year Ended December 31, 2001

In each of the years  ended  December  31,  2002 and 2001,  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, 2002, the Company earned
$313,520 interest income,  increased from $311,801 in 2001 due to higher average
cash balances throughout the period.

Interest  expense was  $6,276,331 in 2002 compared with  $6,517,074 in 2001, the
decrease being due to the repayment of $3,700,000 of Serial Notes on February 1,
2002.

In each of the years ended  December 31, 2002 and 2001  depreciation  expense of
$3,216,624 represents one year's charge.

Net income was  $597,054  for the year ended  December  31, 2002  compared  with
$355,092 in 2001.

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

In the year ended  December  31,  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  $311,801  interest
income,  increased  from  $305,184 in 2000 due to higher  average cash  balances
throughout the period.

Interest  expense was  $6,517,074 in 2001 compared with  $6,735,572 in 2000, the
decrease being due to the repayment of $3,450,000 of Serial Notes on February 1,
2001.

In each of the years ended  December 31, 2001 and 2000  depreciation  expense of
$3,216,624 represents one year's charge.

Net income was  $355,092 for the period ended  December 31, 2001  compared  with
$134,659 in 2000.

Inflation

Management  does not  believe  that  inflation  will  significantly  affect  the
Company's  expenses  over the term of the Charter.  In the event that  inflation
becomes a  significant  factor in the world  economy,  management  believes that
inflationary  pressures  could  materially  and adversely  effect the market for
crude oil and oil tankers  (including the Vessel) and result in increased vessel
operating costs. These factors may affect the Charterer's decision as to whether
to terminate the current charter.

B. LIQUIDITY AND CAPITAL RESOURCES

Through the contractual  delivery date of the Vessel,  interest on the Notes has
been  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  $89.1  million  reflecting  the
proceeds from the sale of the Notes,  net of the initial  purchaser's  discounts
and  commissions  and  financial  advisory  fees,  (ii) paid $38.9 million which
represents the first  installment  of the contract  purchase price of its Vessel
(iii) paid $0.5 million in legal,  printing,  rating and other fees and expenses
and (iv) deposited $49.7 million into the Pre-Funding Account.

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

To the extent that 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      44          Secretary
Kate Blankenship        38          Director
John Michael Killip     59          Director
Tor Olav Tr0im          40          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.  He is a director of Aktiv  Inkasso ASA and Northern Oil ASA, both
Norwegian  Oslo  Stock  Exchange  listed  companies.  He is also a  director  of
Northern  Offshore Ltd., a Bermuda company listed on the Oslo Stock Exchange and
Golar LNG Limited,  a Bermuda  company listed on the Oslo Stock Exchange and the
Nasdaq National Market. 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 2002, 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
Board of Directors  does not have  committees,  and the full Board  fulfills the
function of an audit committee.

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

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

D. EMPLOYEES

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

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

E. SHARE OWNERSHIP

At May 31,  2003,  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 May 31,
2003.

                              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

Pursuant to the  Management  Agreement  between the  Company and  Frontline,  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 for each of the years ended December 31, 2002,  2001, and
2000 were $50,000 and $20,833, respectively.

C. INTERESTS OF EXPERTS AND COUNSEL

Not Applicable

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

The Company does not pay dividends.

B. SIGNIFICANT CHANGES

None

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 Exhibit 3.4 in the Registration Statement of Golden
State Petroleum  Transport Corp. and Golden State Petro (IOM I-A) PLC and Golden
State  Petro  (IOM  I-B) PLC  filed  April  30,  1997 on Form S-4 and Form  F-4,
Registration No. 333-26227.

C. MATERIAL CONTRACTS

None

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 .
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, 2002
     is as follows:

     i)   Serial Notes

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

     The outstanding Serial Notes have the following characteristics:

     Maturity date                            Interest rate       Principal
     -------------                            -------------       ---------
     February 1, 2003                                 6.61%       3,950,000
     February 1, 2004                                 6.70%       4,200,000
     February 1, 2005                                 6.80%       4,450,000
     February 1, 2006                                 6.85%       4,400,000
                                                                -----------
                                                                $17,000,000
                                                                ===========

     As of  December  31, 2002 and 2001,  the  effective  interest  rate for the
     Serial Notes was 6.745% and 6.710%, respectively.

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

(b)  Qualitative information about market risk

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

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

Not Applicable

ITEM 15. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

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

(b)  Changes in internal controls

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

ITEM 16. RESERVED

                                    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-14 together with the report of Grant  Thornton LLP thereon,  are filed
as part of this annual report:

Index to Financial Statements                                     F-1

Report of Independent Certified Public Accountants                F-2

Balance Sheets at December 31, 2002 and 2001                      F-3

Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 2002, 2001 and 2000                  F-4

Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000                                  F-5

Notes to Financial Statements                                     F-6
<PAGE>

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

Index to Financial Statements

Report of Independent Certified Public Accountants

Balance Sheets at December 31, 2002 and 2001

Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 2002, 2001 and 2000

Statements of Cash Flows for the Years Ended
December 31, 2002, 2001 and 2000

Notes to Financial Statements
<PAGE>

GOLDEN STATE PETRO (IOM I-B) 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-B) PLC

We have audited the accompanying  balance sheets of Golden State Petro (IOM I-B)
PLC (a company  incorporated  in the Isle of Man), a wholly-owned  subsidiary of
Golden State  Holdings I,  Limited,  as of December  31, 2002 and 2001,  and the
related statements of operations and accumulated deficit, and cash flows for the
years ended December 31, 2002, 2001 and 2000. 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-B)
PLC as of December 31, 2002 and 2001 and the results of its  operations  and its
cash flows for the years ended  December 31, 2002,  2001 and 2000 in  conformity
with accounting principles generally accepted in the United States of America.


Grant Thornton LLP

New York, New York
March 12, 2003
<PAGE>

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

Balance Sheets

As of December 31, 2002 and 2001

(in US$)

ASSETS                                                    2002            2001

Restricted investments                            $  7,545,677    $  8,264,317

Debt issue costs                                       649,491         745,455

Vessel, net                                         74,385,245      77,601,869
                                                  ------------    ------------

Total assets                                      $ 82,580,413    $ 86,611,641
                                                  ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities

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

Interest payable and other liabilities               2,627,554       2,728,533

Mortgage notes                                      80,550,000      84,250,000
                                                  ------------    ------------

Total liabilities                                   83,177,554      87,805,836
                                                  ------------    ------------

Commitments and Contingencies

Stockholders' deficit

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

2 shares issued and outstanding                              2               2

Accumulated deficit                                   (597,143)     (1,194,197)
                                                  ------------    ------------

Total stockholders' deficit                           (597,141)     (1,194,195)
                                                  ------------    ------------

Total liabilities and stockholders' deficit       $ 82,580,413    $ 86,611,641
                                                  ============    ============

See accompanying Notes to Financial Statements

<PAGE>

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

Statements of Operations and Accumulated Deficit

For the years ended December 31, 2002, 2001 and 2000

(in US$)

                                           2002            2001            2000

Revenue

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

Interest income                         313,520         311,801         305,184
                                   ------------    ------------    ------------

Total revenue                        10,241,155      10,239,436      10,232,819
                                   ------------    ------------    ------------

Expenses

Interest expense                      6,276,331       6,517,074       6,735,572

Management fees & other expenses         55,182          54,682          50,000

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

Amortization of debt issue costs         95,964          95,964          95,964
                                   ------------    ------------    ------------

Total expenses                        9,644,101       9,884,344      10,098,160
                                   ------------    ------------    ------------

Net income                         $    597,054    $    355,092    $    134,659
                                   ============    ============    ============

Accumulated deficit, beginning
of year                            $ (1,194,197)   $ (1,549,289)   $ (1,683,948)
                                   ------------    ============    ------------

Accumulated deficit, end of year   $   (597,143)   $ (1,194,197)   $ (1,549,289)
                                   ============    ============    ============

See accompanying Notes to Financial Statements
<PAGE>

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

Statements of Cash Flows

For the years ended December 31, 2002, 2001 and 2000

(in US$)

<TABLE>
<CAPTION>
                                              2002           2001           2000
<S>                                    <C>            <C>            <C>
Cash flows from operating activities

Net income                             $   597,054    $   355,092    $   134,659

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

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

Amortization of debt issue costs            95,964         95,964         95,964

Changes in operating assets and
liabilities

(Decrease) increase in interest
payable and other liabilities             (928,282)       (92,935)       757,081
                                       -----------    -----------    -----------

Net cash provided by operating
activities                               2,981,360      3,574,745      4,204,328
                                       -----------    -----------    -----------

Cash flows from investing activities

Decrease (increase) in restricted
investments                                718,640       (124,745)    (1,554,328)
                                       -----------    -----------    -----------

Net cash provided by (used in)
investing activities                       718,640       (124,745)    (1,554,328)
                                       -----------    -----------    -----------

Cash flows from financing activities

Repayment of mortgage notes             (3,700,000)    (3,450,000)    (2,650,000)
                                       -----------    -----------    -----------

Net cash used in financing
activities                              (3,700,000)    (3,450,000)    (2,650,000)
                                       -----------    -----------    -----------

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

Supplemental disclosures of cash
flow information:

Cash paid during the period for
interest                               $ 6,377,310    $ 6,610,007    $ 6,805,794
                                       ===========    ===========    ===========
</TABLE>

See accompanying Notes to Financial Statements
<PAGE>

1.   DESCRIPTION OF BUSINESS

     Golden  State  Petro (IOM I-B) PLC (the  "Company"),  together  with Golden
     State  Petro (IOM I-A) PLC ("IOM  I-A"),  has been formed as an Isle of Man
     public limited company for the purpose of 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-A,  issued  8.04% First
     Preferred Mortgage Term Notes for $127,100,000 (the Term Notes") and Serial
     First  Preferred  Mortgage  Notes  for  $51,700,000  (the  "Serial  Notes")
     (together  the  "Notes").  The  principal  amount of the Term Notes and the
     Serial  Notes  allocated  to the  Company is  $63,550,000  and  $26,800,000
     respectively.  The  proceeds  from  the  offering  and  sale  of the  Notes
     allocated  to the  Company  have  been  used by the  Company  to  fund  the
     construction of a VLCC by Samsung  Corporation and Samsung Heavy Industries
     Co. Ltd. (collectively,  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 "Phoenix Voyager" (renamed from the
     "J. Bennett  Johnston") (the  "Vessel"),  was accepted by the Company under
     the building  contract on March 15, 1999 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  for  the  VLCC.  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 Ltd, a publicly  listed  Bermuda  company,  and is
     indirectly  controlled  by Mr.  John  Fredriksen,  the  Chairman  and Chief
     Executive Officer of Frontline. Hemen acquired ITC from Frontline effective
     as of July 1, 1998,  pursuant to a share purchase  agreement dated December
     23, 1998, as amended on March 4, 1999. Frontline has a five year fair value
     call option from July 1, 1998, to buy back ITC from Hemen.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

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

     Allocation of Mortgage Notes

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

     Operating Lease

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

     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. 144,  "Accounting for the Impairment or Disposal of Long-Lived
     Assets" ("SFAS 144"). See Note 3.

     Debt Issue Costs

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

     Fair Value of Financial Instruments

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

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

          Mortgage Notes: The carrying and estimated fair value of the long-term
     borrowings consisted of the following at December 31, 2002:

                                              Carrying Value          Fair Value
                                              --------------          ----------
     Term Notes                                $  63,550,000       $  78,132,142
     Serial Notes                              $  17,000,000       $  18,262,914

          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.

     In June 2001, the U.S. Financial Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting  Standards  ("SFAS") No. 141,  "Business
     Combinations"  which  requires the  application  of the purchase  method in
     accounting for business  combinations  including the  identification of the
     acquiring  enterprise  for each  transaction.  SFAS No. 141  applies to all
     business  combinations  initiated  after  June 30,  2001  and all  business
     combinations  accounted for by the purchase method that are completed after
     June 30, 2001. The adoption of SFAS No. 141 by the Company did not have any
     impact on the Company's financial position or results of operations.

     In June 2001, the FASB issued SFAS No. 142,  "Goodwill and Other Intangible
     Assets".  SFAS No. 142 applies to all acquired  intangible  assets  whether
     acquired  singly,  as part of a group,  or in a business  combination.  The
     adoption of SFAS No. 142 by the Company on January 1, 2002 did not have any
     impact on the Company's financial position or results of operations.

     In June 2001,  the FASB  issued  SFAS No.  143,  "Accounting  for the Asset
     Retirement Obligations".  Under SFAS No. 143, an entity shall recognize the
     fair value of a liability for an asset retirement  obligation in the period
     in which it is incurred if a reasonable estimate of fair value can be made.
     If a  reasonable  estimate  of fair value  cannot be made in the period the
     asset retirement obligation is incurred,  the liability shall be recognized
     when a  reasonable  estimate  of  fair  value  can be  made.  Upon  initial
     recognition of a liability for an asset  retirement  obligation,  an entity
     shall capitalize an asset retirement cost by increasing the carrying amount
     of the related  long-lived  asset by the same amount as the  liability.  An
     entity shall  subsequently  allocate that asset  retirement cost to expense
     using a systematic and rational  method over its useful life.  SFAS No. 143
     applies to legal  obligations  associated with the retirement of a tangible
     long-lived  asset  that  result  from  the  acquisition,  construction,  or
     development and/or the normal operation of a long-lived asset, with limited
     exceptions.  SFAS No. 143 does not apply to  obligations  that arise solely
     from a plan  to  dispose  of a  long-lived  asset,  nor  does it  apply  to
     obligations that result from the improper  operation of an asset.  SFAS No.
     143 is effective for fiscal years beginning after June 15, 2002. Management
     has not  completed  their  evaluation  of the impact of SFAS No. 143 on the
     Company's results of operations or financial position.  However, management
     does not expect  that the  adoption  of the SFAS No. 143 on January 1, 2003
     will have a material impact on the Company's  financial position or results
     of operations.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived  Assets".  The  objectives of SFAS No.
     144 are to address  significant  issues relating to the  implementation  of
     SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
     Long-Lived  Assets to Be Disposed  Of", and to develop a single  accounting
     model based on the  framework  established  in SFAS No. 121 for  long-lived
     assets to be disposed of by sale.  SFAS No. 144  requires  that  long-lived
     assets  that are to be disposed of by sale be measured at the lower of book
     value or fair value less costs to sell. Additionally,  the standard expands
     the scope of discontinued operations to include all components of an entity
     with operations that can be  distinguished  from the rest of the entity and
     will be eliminated from the ongoing  operations of the entity in a disposal
     transaction. The adoption of SFAS No. 144 by the Company on January 1, 2002
     did not have any impact on the Company's  financial  position or results of
     operations.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No. 4, 44, and 64,  Amendment  of FASB  Statement  No.  13,  and  Technical
     Corrections." SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses
     from  Extinguishment  of Debt," and SFAS No. 64,  "Extinguishments  of Debt
     Made to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS
     No. 44,  "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145
     also  amends  SFAS  No.  13,  "Accounting  for  Leases,"  to  eliminate  an
     inconsistency   between  the   required   accounting   for   sale-leaseback
     transactions  and the required  accounting for certain lease  modifications
     that have economic effects that are similar to sale-leaseback transactions.
     Lastly,   SFAS  No.   145  also   amends   other   existing   authoritative
     pronouncements to make various technical corrections,  clarify meanings, or
     describe their applicability  under changed conditions.  Certain provisions
     of SFAS No. 145 became effective during 2002 but did not have any impact on
     the Company's consolidated financial position or results of operations. The
     remaining  provisions  become  effective in 2003, but  management  does not
     expect that such  provisions  will have a material  impact on the Company's
     financial position or results of operations.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with Exit or  Disposal  Activities."  Under SFAS No.  146,  the
     Company will measure costs associated with an exit or disposal  activity at
     fair  value and  recognize  costs in the period in which the  liability  is
     incurred  rather than at the date of a  commitment  to an exist or disposal
     plan.  The  Company  is  required  to adopt  SFAS No.  146 for all exit and
     disposal activities initiated after December 31, 2002.  Management does not
     expect that the adoption of the SFAS No. 146 will have a material impact on
     the Company's financial position or results of operations.

     In  November  2002,  the  FASB  issued   Interpretation  45,   "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of Indebtedness of Others."  Interpretation 45 elaborates on the
     existing  disclosure  requirements  for  most  guarantees,  including  loan
     guarantees such as standby letters of credit. It also clarifies that at the
     time a company  issues a guarantee,  the company must  recognize an initial
     liability  for the fair  value,  or market  value,  of the  obligations  it
     assumes  under the guarantee  and must  disclose  that  information  in its
     interim  and  annual  financial  statements.   The  provisions  related  to
     recognizing a liability at inception of the guarantee for the fair value of
     the  guarantor's  obligations  does not apply to product  warranties  or to
     guarantees  accounted  for as  derivatives.  The  initial  recognition  and
     initial  measurement  provisions apply on a prospective basis to guarantees
     issued or modified after December 31, 2002. Management does not expect that
     the   adoption  of  the   recognition   and   measurement   provisions   of
     Interpretation  45 will have a material  impact on the Company's  financial
     position or results of operations.

     In January  2003,  the FASB issued  Interpretation  46,  "Consolidation  of
     Variable  Interest  Entities." In general,  a variable interest entity is a
     corporation,  partnership,  trust,  or any other legal  structure  used for
     business  purposes  that  either (a) does not have  equity  investors  with
     voting rights or (b) has equity  investors  that do not provide  sufficient
     financial   resources   for  the   entity  to   support   its   activities.
     Interpretation 46 requires a variable interest entity to be consolidated by
     a company if that company is subject to a majority of the risk of loss from
     the variable interest entity's activities or entitled to receive a majority
     of the entity's residual returns or both. The consolidation requirements of
     Interpretation  46 apply  immediately to variable interest entities created
     after  January 31,  2003.  The  consolidation  requirements  apply to older
     entities in the first fiscal year or interim  period  beginning  after June
     15, 2003. Management does not expect that the adoption of Interpretation 46
     will have a material impact on the Company's  financial position or results
     of operations.

4.   RESTRICTED INVESTMENTS

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

5.   DEBT ISSUE COSTS

     The debt issue costs are comprised of the following amounts:

                                                    2002              2001

     Debt issue costs                        $ 1,233,272       $ 1,233,272
     Accumulated amortization                   (583,781)         (487,817)
                                             -----------       -----------
                                             $   649,491       $   745,455
                                             ===========       ===========

6.   VESSEL

                                                            2002          2001

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

     Accumulated depreciation at beginning of year   $ 9,113,769   $ 5,897,145
     Charge for year                                   3,216,624     3,216,624
                                                     -----------   -----------
     Accumulated depreciation at end of year         $12,330,393   $ 9,113,769
                                                     ===========   ===========

     Net book value at end of year                   $74,385,245   $77,601,869
                                                     ===========   ===========

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-A and issued the Notes,  certain  terms of which are
     set forth below. The Company was allocated,  along with IOM I-A, a share of
     the  proceeds  from the  offering  and  sale of the  Notes,  which  totaled
     $90,350,000.

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

     Serial Notes

     The  Serial  Notes  were  issued  in  the  aggregate  principal  amount  of
     $51,700,000,  of which  $26,800,000  was  allocated to the  Company.  As of
     December 31,  2002,  the  following  notes had matured and were paid by the
     Company:

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

     February 1, 2000                                     6.36%     $2,650,000
     February 1, 2001                                     6.46%     $3,450,000
     February 1, 2002                                     6.55%     $3,700,000

     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, 2002.

     Maturity date                                Interest Rate     Principal

     February 1, 2003                                     6.61%     3,950,000
     February 1, 2004                                     6.70%     4,200,000
     February 1, 2005                                     6.80%     4,450,000
     February 1, 2006                                     6.85%     4,400,000
                                                                    ---------
                                                                  $17,000,000

     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,
     2002,  the effective  interest  rate for the Serial Notes  allocated to the
     Company  was  6.745%.  As of  December  31,  2001 and 2000,  the  effective
     interest rate for the Serial Notes  allocated to the Company was 6.710% and
     6.644%, respectively.

     Term Notes

     The Term  Notes  were  issued  by  GSPTC,  acting  as an agent for both the
     Company and IOM I-A, 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 of 8.04%  is  payable  semi-annually  on each
     February 1 and August 1.

     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 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.
<PAGE>

     Sinking fund redemption amounts and final principal payment

     Scheduled payment date
     ----------------------

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

     Additional Notes

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

     Mandatory Redemption

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

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

8.   COMMITMENTS AND CONTINGENCIES

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

     2003                                                         $ 9,927,635
     2004                                                           9,927,635
     2005                                                           9,927,635
     2006                                                           9,927,635
     2007                                                           2,019,526
                                                                  -----------
                                                                  $41,730,066
                                                                  ===========

9.   CONCENTRATION OF CREDIT RISK AND OTHER RISK

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

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

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

10.  RELATED PARTY 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, 2002, 2001 and 2000 are as follows:

                                             2002          2001         2000

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

ITEM 19. EXHIBITS

1.1*    Memorandum  and Articles of  Association of Golden State Petro (IOM I-A)
        PLC,  incorporated  by  reference  to  Exhibit  3.4 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.

99.1    Certification of the Principal Executive Officer pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002.

99.2    Certification of the Principal Financial Officer pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002.

99.3    Certifications under Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference herein
<PAGE>

                                   SIGNATURES

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

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


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

                           Kate Blankenship, Director
                          (Principal Financial Officer)

                               Date: June 30, 2003