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 1934OR[X]
                            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2008OR[   ]
                            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF
1934
  For
      the transition period from
  OR[   ]
              SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
 
 Date
      of event requiring this shell company reportCommission
      file
      number                   333-26227-02Golden
      State Petro (IOM I-B) PLC(Exact
      name of Registrant as specified in its charter)(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)Georgina
      Sousa, Telephone: (1) 441 295 6935, Facsimile: (1) 441 295 3494,
      Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08,
      Bermuda(Name,
      Telephone, E-mail and/or Facsimile number and Address of Company Contact
      Person)
 
 Securities
registered or to be registered pursuant to section 12(b) of the
Act.
 
 Title
      of each class
              
              Name
      of each exchangeNone
 
 Securities
registered or to be registered pursuant to section 12(g) of the
Act.
  -i-





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, no par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




[    ]
Yes                                [X]
No





If
this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.




[   ]
Yes                                [
X ] No





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




[
X ]
Yes                      [    ]
No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).




[ 
 ]
Yes                      [    ]
No







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





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





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:





US
      GAAP [ X ]
            International
      Financial Reporting Standards as issued by the International Accounting
      Standards
      Board [   ]
            Other
      [  ]





If
"Other" has been checked in response to the previous question, indicate by check
mark which financial statement


item
the registrant has elected to follow:




[   ]
Item 17         
[   ] Item 18





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





[   ]
Yes          [ X ]
No


-ii-







INDEX
TO REPORT ON FORM 20-F





PAGE


PART
I





Item
      1.
            Identity
      of Directors, Senior Management and Advisers
            1Item
      2.
            Offer
      Statistics and Expected Timetable
            1Item
      3.
            Key
      Information
            1Item
      4.
            Information
      on the Company
            8Item
      4A.
            Unresolved
      Staff Comments
            21Item
      5.
            Operating
      and Financial Review and Prospects
            22Item
      6.
            Directors,
      Senior Management and Employees
            26Item
      7.
            Major
      Shareholders and Related Party Transactions
            27Item
      8.
            Financial
      Information
            28Item
      9.
            The
      Offer and Listing
            29Item
      10.
            Additional
      Information
            29Item
      11.
            Quantitative
      and Qualitative Disclosures about Market Risk
            30Item
      12.
            Description
      of Securities Other Than Equity Securities
            31





PART
II





Item
      13.
            Defaults,
      Dividend Arrearages and Delinquencies
            32Item
      14.
            Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds
            32Item
      15T.
            Controls
      and Procedures
            32Item
      16.
            Reserved
            33Item
      16A.
            Audit
      Committee Financial Expert
            33Item
      16B.
            Code
      of Ethics
            33Item
      16C.
            Principal
      Accountant Fees and Services
            33Item
      16D.
            Exemptions
      from the Listing Standards for Audit Committees
            34Item
      16E.
            Purchases
      of Equity securities by the Issuer and Affiliated
    Purchasers
            34Item
      16F.
            Change
      in Registrant's Certifying Accountant
            34Item
      16G.
            Corporate
      Governance
            34





PART
III





Item
      17.
            Financial
      Statements
            35Item
      18.
            Financial
      Statements
            35Item
      19.
            Exhibits
            36




-iii-






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 I-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," "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 the petroleum production levels of the
Organization of the Petroleum Exporting Countries, or OPEC,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 or Commission.







-iv-





PART
I







ITEM
      1.
                        IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND
ADVISERS




ITEM
      2.
                        OFFER
      STATISTICS AND EXPECTED TIMETABLE


Not
applicable.






ITEM
      3.
                        KEY
      INFORMATION


Throughout
this report, the "Company," "we," "us" and "our" all refer to Golden State Petro
(IOM I-B) PLC.  We use the term deadweight ton, or dwt, in describing the
size of vessels.  Dwt, expressed in metric tons, each of which is
equivalent to 1,000 kilograms, refers to the maximum weight of cargo and
supplies that a vessel can carry.  Unless otherwise indicated, all
references to "USD" and "$" in this report are to, and amounts are presented in,
U.S. dollars.





A.  Selected
Financial Data





The
selected statement of operations data of the Company with respect to the fiscal
years ended December 31, 2008, 2007 and 2006, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2008 and 2007,
respectively 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 statement of operations data with respect to the
fiscal years ended December 31, 2005 and 2004, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2006, 2005 and 2004,
have been derived from financial statements of the Company not included
herein.  The following table should also be read in conjunction with Item 5
"Operating and Financial Review and Prospects" and the Company's Financial
Statements and Notes thereto included herein.  The Company's accounts are
maintained in U.S. dollars.





Fiscal
      year ended December 31,2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005
                  
                  
                  2004(in
      thousands of $, except per share data)Statement
      of operations data:Total
      operating revenues
                  
                  
                  10,403
                  
                  
                  
                  10,305
                  
                  
                  
                  9,928
                  
                  
                  
                  9,928
                  
                  
                  
                  9,928Net
      income
                  
                  
                  3,032
                  
                  
                  
                  2,532
                  
                  
                  
                  1,831
                  
                  
                  
                  1,504
                  
                  
                  
                  1,119Per
      share data:Dividends
      per share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Balance
      sheet data:Vessel,
      net
                  
                  
                  55,085
                  
                  
                  
                  58,302
                  
                  
                  
                  61,519
                  
                  
                  
                  64,735
                  
                  
                  
                  67,952Total
      assets
                  
                  
                  73,095
                  
                  
                  
                  73,077
                  
                  
                  
                  71,366
                  
                  
                  
                  73,233
                  
                  
                  
                  76,305Current
      portion of long-term debt
                  
                  
                  3,160
                  
                  
                  
                  2,920
                  
                  
                  
                  -
                  
                  
                  
                  4,440
                  
                  
                  
                  4,450Long-term
      debt
                  
                  
                  57,470
                  
                  
                  
                  60,630
                  
                  
                  
                  63,550
                  
                  
                  
                  63,550
                  
                  
                  
                  67,950Stockholder's
      equity
                  
                  
                  10,403
                  
                  
                  
                  7,371
                  
                  
                  
                  4,839
                  
                  
                  
                  3,008
                  
                  
                  
                  1,504Number
      of shares
                  
                  
                  2
                  
                  
                  
                  2
                  
                  
                  
                  2
                  
                  
                  
                  2
                  
                  
                  
                  2








B.  Capitalization
and Indebtedness





Not
applicable.




-1-





C.  Reasons
for the offer and use of proceeds





Not
applicable.





D.  Risk
Factors





We
are currently engaged in transporting crude oil and oil products.  Our
vessel the Phoenix Voyager, or our Vessel,is currently operated under a bareboat
charter, or the Initial Charter, to Chevron Transport Corporation, which we
refer to as Chevron.  The Initial Charter commenced on March 15, 1999, the
delivery date of our Vessel, and ends on the eighteenth anniversary of such
delivery date.  Chevron had an option to terminate the Initial Charter on
the tenth anniversary of the delivery date of our Vessel, March 15, 2009, and
hastermination
options on each of the three subsequent two-year anniversaries thereof. 
For the remaining optional termination dates, Chevron must provide us with (i)
non-binding notice of its intent to exercise such option nine months prior to
the optional termination date and (ii) irrevocable notice of such exercise six
months prior to the optional termination date.  As of April 22, 2009,
Chevron had not provided us with such notice.





The
following summarizes some of the risks that may materially affect our business,
financial condition or results of operations.





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





Historically,
the tanker industry has been highly cyclical, with volatility in profitability
and asset values resulting from changes in the supply of, and demand for, tanker
capacity.  If the tanker market is depressed in the future when the Initial
Charter expires or is terminated, our earnings and available cash flow may
decrease.  Our
ability to re-charter our Vessel on the expiration or termination of the Initial
Charter, and the charter rates payable under any renewal or replacement charter
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.





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





●
            demand
      for oil and oil products;


●
            global
      and regional economic and political
conditions;


●
              changes
      in oil production and refining capacity;●
              environmental
      and other regulatory
developments;





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


●
            changes
      in seaborne and other transportation
patterns.





The factors
that influence the supply of tanker capacity include:





●
            the
      number of newbuilding deliveries;


●
            the
      scrapping rate of older vessels;


●
            port
      or canal congestion;


●
            vessel
      casualties;


●
            price
      of steel;


●
            potential
      conversion of vessels to alternative
use;


●
            the
      number of vessels that are out of service;
and


●
            changes
      in environmental and other regulations that may effectively cause
      reductions in the carrying capacity of vessels or early obsolescence of
      tonnage.





-2-





Our
Initial Charter may be terminated on certain dates the next date being in March
2011.  If the Initial Charter is terminated on this or any other
termination option date, we may incur additional expenses and not be able to
re-charter our Vessel profitably





Chevron
has a third option to terminate the Initial Charter on March 15, 2011, and has
termination options on each of the two subsequent two-year anniversaries
thereof.  Chevron, in its sole discretion, may exercise these options and
will not owe any fiduciary or other duty to the holders of the Term Notes,
defined below, in deciding whether to exercise its termination options, and
their decision may be contrary to our interests or the interests of the holders
of the Term Notes.





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





In
the event that Chevron does terminate the Initial Charter, we will attempt to
arrange a replacement charter, or we may sell our Vessel.  Replacement
charters may include shorter-term time charters and employing our 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 Term
Notes.





Any decrease in
shipments of crude oil may adversely affect our financial performance
at the end
of the Initial Charter or if Chevron terminates the Initial Charter prior to
that time





The demand
for our oil tanker primarily depends on the demand for Arabian Gulf and West
African crude oil, along with crude oil from the Former Soviet Union, or the
FSU, 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 crude oil from
the mentioned geographical areas.  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.  In July 2008, oil
prices rose to a high of $137.00 per barrel before decreasing sharply to $41.30
in December 2008.




Any decrease
in shipments of crude oil from the above mentioned geographical areas would have
a material adverse effect on our financial performance.  Among the factors
which could lead to such a decrease are:





●
            increased
      crude oil production from other areas;


●
            increased
      refining capacity in the Arabian Gulf, West Africa or the
FSU;


●
            increased
      use of existing and future crude oil pipelines in the Arabian Gulf, West
      Africa and FSU;


●
            a
      decision by Arabian Gulf, West African and FSU oil-producing nations to
      increase their crude oil prices or to further decrease or limit their
      crude oil production;


●
            armed
      conflict in the Arabian Gulf and West Africa and political or other
      factors; and


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





An
over-supply of tanker capacity may lead to reductions in charter rates, vessel
values and profitability when the Initial Charter expires or is terminated by
Chevron





The market
supply of tankers is affected by a number of factors such as demand for energy
resources, oil and petroleum products, as well as strong overall economic growth
in parts of the world economy, including Asia.  If the capacity of new
ships delivered exceeds the capacity of tankers being scrapped and lost, tanker
capacity will increase.  If the supply of tanker capacity increases and the
demand for tanker capacity does not increase correspondingly, charter rates
could materially decline.  A reduction in charter rates may have a material
adverse effect on our results of operations when the Initial Charter expires or
is terminated by Chevron.




-3-





Disruptions
in world financial markets and the resulting governmental action in the United
States and in other parts of the world could have a material adverse impact on
our results of operations, financial condition and cash flows





Over the
last year, global financial markets have experienced extraordinary disruption
and volatility following adverse changes in the global credit markets.  The
credit markets in the United States have experienced significant contraction,
deleveraging and reduced liquidity, and governments around the world have taken
highly significant measures in response to such events, including the enactment
of the Emergency Economic Stabilization Act of 2008 in the United States, and
may implement other significant responses in the future.





Securities
and futures markets and the credit markets are subject to comprehensive
statutes, regulations and other requirements.  The Securities and Exchange
Commission, other regulators, self-regulatory organizations and exchanges have
enacted temporary emergency regulations and may take other extraordinary actions
in the event of market emergencies and may effect permanent changes in law or
interpretations of existing laws.  Recently, a number of financial
institutions have experienced serious financial difficulties and, in some cases,
have entered into bankruptcy proceedings or are in regulatory enforcement
actions.  These difficulties have resulted, in part, from declining markets
for assets held by such institutions, particularly the reduction in the value of
their mortgage and asset-backed securities portfolios.  These difficulties
have been compounded by a general decline in the willingness by banks and other
financial institutions to extend credit.





We face
risks attendant to changes in economic environments and instability in
securities markets around the world, among other factors.  Major market
disruptions and the current adverse changes in market conditions and regulatory
climate in the United States and worldwide may adversely affect our business or
impair our ability to borrow amounts under any future financial
arrangements.  We cannot predict how long the current market conditions
will last.  However, these recent and developing economic and governmental
factors may have a material adverse effect on our results of operations,
financial condition or cash flows.





We
operate in the highly competitive international tanker market which could affect
our position when the Initial Charter expires or is terminated by
Chevron





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 us. 
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 the Initial
Charter with Chevron we are not exposed to the risk associated with this
competition.  At the end of the Initial Charter and in the event that
Chevron terminates the Initial Charter on any of the remaining optional
termination dates, we will have to compete with other tanker owners, including
major oil companies as well as independent tanker companies for charters. 
Due in part to the fragmented tanker market, competitors with greater resources
could enter and operate larger fleets through acquisitions or consolidations and
may be able to offer better prices and fleets, which could result in our
achieving lower revenues from our VLCC oil tanker.





Safety,
environmental and other governmental requirements expose us to liability, and
compliance with current and future regulations could require significant
additional expenditures, which could have a material adverse affect on our
business and financial results at the end of the
Initial Charter or if Chevron terminates the Initial Charter prior to that
time





Our
operations are affected by extensive and changing international, national, state
and local laws, regulations, treaties, conventions and standards in force in
international waters, the jurisdictions in which our Vessel operates and the
country in which our Vessel is registered, including those governing the
management and disposal of hazardous substances and wastes, the cleanup of oil
spills and other contamination, air emissions, water discharges and ballast
water management.  These regulations include the United States Oil
Pollution Act of 1990, or OPA, the United States Clean Air Act and United States
Clean Water Act, the United States Marine Transportation Security Act of 2002,
the International Convention on Civil Liability for Oil Pollution Damage of
1969, as amended, or CLC, the International Convention
for the Prevention of Pollution from Ships of 1975, the International Convention
for the Safety of Life at Sea of 1974, or SOLAS, the International Convention on
Load Lines of 1966, or LL Convention, and implementing regulations adopted by
the International Maritime Organization, or IMO (the United Nations agency for
maritime safety and the prevention of pollution by vessels), the European Union,
and other international, national and local regulatory bodies.






-4-






In addition,
vessel classification societies also impose significant safety and other
requirements on our Vessel.  In complying with current and future
environmental requirements, vessel-owners and operators such as ourselves may
also incur significant additional costs in meeting new maintenance and
inspection requirements, in developing contingency arrangements for potential
spills and in obtaining insurance coverage.  Government regulation of
vessels, particularly in the areas of safety and environmental requirements, can
be expected to become stricter in the future and require us to incur significant
capital expenditures on our Vessel to keep it in compliance, or even to scrap or
sell our Vessel altogether.  For example, various jurisdictions, including
the United States, are considering or have enacted legislation imposing more
stringent requirements on air emissions and ballast water discharges from
vessels.





Many of
these requirements are designed to reduce the risk of oil spills and other
pollution, and our compliance with these requirements can be costly.  These
requirements can also affect the resale value or useful life of our Vessel,
require a reduction in cargo-capacity, ship modifications or operational changes
or restrictions, lead to decreased availability of insurance coverage for
environmental matters or result in the denial of access to certain
jurisdictional waters or ports, or detention in certain ports.





Under local,
national and foreign laws, as well as international treaties and conventions, we
could incur material liabilities, including cleanup obligations, natural
resource damages and third-party claims for personal injury or property damages,
in the event that there is a release of petroleum or other hazardous substances
from our Vessel or otherwise in connection with our current or historic
operations.  We could also incur substantial penalties, fines and other
civil or criminal sanctions, including in certain instances seizure or detention
of our Vessel, as a result of violations of or liabilities under environmental
laws, regulations and other requirements.  For example, OPA affects all
vessel-owners shipping oil to, from or within the United States.  OPA
allows for potentially unlimited liability without regard to fault for owners,
operators and bareboat charterers of vessels for oil pollution in United States
waters.  Similarly, the CLC, which has been adopted by most countries
outside of the United States, imposes liability for oil pollution in
international waters.  OPA expressly permits individual states to impose
their own liability regimes with regard to hazardous materials and oil pollution
incidents occurring within their boundaries.  Coastal states in the United
States have enacted pollution prevention liability and response laws, many
providing for unlimited liability.





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





We
may not have adequate insurance at the end of the Initial Charter or if Chevron
terminates the Initial Charter  prior to that time





There
are a number of risks associated with the operation of ocean-going vessels,
including mechanical failure, collision, human error, war, terrorism, property
loss, cargo loss or damage and business interruption due to political
circumstances in foreign countries, hostilities and labor strikes.  Any of
these events may result in loss of revenues, increased costs and decreased cash
flows.  In addition, following the terrorist attack in New York City on
September 11, 2001, and the military response of the United States, the
likelihood of future acts of terrorism may increase, and our Vessel may face
higher risks of attack.  Future hostilities or other political instability,
as shown by the attack on the Limburg in Yemen in October
2002, could affect our trade patterns and adversely affect our operations and
our revenues, cash flows and profitability.  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.




-5-





Under the Initial Charter,
Chevron bears all risks associated with the operation of our Vessel including
the total loss of our Vessel.  However, we cannot assure holders of the
Term Notes that we will adequately insure against all risks at the end of the
Initial Charter or in the event the Initial 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.For example, a catastrophic spill could exceed our insurance coverage and
have a material adverse effect on our financial condition.  In addition, we
may not be able to procure adequate insurance coverage at commercially
reasonable rates in the future and we cannot guarantee that any particular claim
will be paid.  In the past, new and stricter environmental regulations have
led to higher costs for insurance covering environmental damage or pollution,
and new regulations could lead to similar increases or even make this type of
insurance unavailable.  Furthermore, even if insurance coverage is adequate
to cover our losses, we may not be able to timely obtain a replacement ship in
the event of a loss.  We may also be subject to calls, or premiums, in
amounts based not only on our own claim records but also the claim records of
all other members of the protection and indemnity associations through which we
receive indemnity insurance coverage for tort liability.  Our payment of
these calls could result in significant expenses to us that could reduce our
cash flows and place strains on our liquidity and capital
resources.





Acts
of piracy on oceangoing vessels have recently increased in frequency, which
could adversely affect our business





Acts of
piracy have historically affected oceangoing vessels trading in regions of the
world such as the South China Sea and in the Gulf of Aden off the coast of
Somalia.  Throughout 2008 and the first quarter of 2009, the frequency of
piracy incidents against commercial shipping vessels increased significantly,
particularly in the Gulf of Aden off the coast of Somalia.  For example, in
November 2008, the M/V Sirius
Star, a tanker vessel not affiliated with us, was captured by pirates in
the Indian Ocean while carrying crude oil estimated to be worth $100
million.  If these pirate attacks result in regions in which our Vessel are
deployed being characterized as "war risk" zones by insurers, as the Gulf of
Aden temporarily was in May 2008, premiums payable for such coverage could
increase significantly and such insurance coverage may be more difficult to
obtain.  In addition, crew costs, including due to employing onboard
security guards, could increase in such circumstances.  We may not be
adequately insured to cover losses from these incidents, which could have a
material adverse effect on us.  In addition, any of these events may result
in loss of revenues, increased costs and decreased cash flows to Chevron, which
could impair its ability to make payments to us under our Initial
Charter.





We
are highly dependent on Chevron and Chevron Corporation





We
are highly dependent on the performance by Chevron of its obligations under the
Initial Charter and by its guarantor, Chevron Corporation, of its obligations
under its guarantee.  A failure by Chevron and Chevron Corporation to
perform their obligations under the Initial Charter could result in our
inability to service the Term Notes, defined below.  If our Note holders
had to enforce the mortgages securing our Term 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





Currently,
we 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 Term Notes, defined below, will depend on our
future operating performance, prevailing economic conditions and financial,
business and other factors, many of which are beyond our control.  There
can be no assurance that our cash flow and capital resources will be sufficient
for payment of our indebtedness in the future.  If we are unable to service
our indebtedness or obtain additional financing, as needed, this could have a
material adverse effect on the holders of the Term Notes.





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





A
government could requisition for title or seize our Vessel.  Requisition
for title occurs when a government takes control of a vessel and becomes her
owner.  Also, a government could requisition our Vessel for hire. 
Requisition for hire occurs when a government takes control of a vessel and
effectively becomes her charterer at dictated charter rates.  This amount
could be materially less than the charterhire that would have been payable
otherwise.  In addition, we
would bear all risk of loss or damage to a vessel under requisition for
hire.  Government requisition of our Vessel would negatively impact our
revenues and therefore impact our ability to service our debt.


-6-




Our
operations outside the United States expose us to global risks that may
interfere with the operation of our Vessel





We
are an international company and primarily conduct our operations outside of the
United States.  Changing economic, regulatory, political and governmental
conditions in the countries where we are engaged in business or where our Vessel
is registered affect us.  Hostilities or other political instability in
regions where our Vessel trades could affect our trade patterns and adversely
affect our operations and performance.  The terrorist attacks against
targets in the United States on September 11, 2001 and the military response by
the United States has increased the likelihood of acts of terrorism
worldwide.  Acts of terrorism, regional hostilities or other political
instability, as shown by the attack on the Limburg in Yemen in October
2002, attacks on oil pipelines during and subsequent to the Iraq war in 2003 and
attacks on expatriate workers in the Middle East could adversely affect the oil
trade and reduce our revenue or increase our expenses.





Our
Vessel may call on ports located in countries that are subject to restrictions
imposed by the United States government





The Initial
Charter is a bareboat charter and, from time to time, our Vessel may call on
ports located in countries subject to sanctions and embargoes imposed by the
United States government and countries identified by the United States
government as state sponsors of terrorism.  Although these sanctions and
embargoes do not prevent our Vessel from making calls to ports in these
countries, potential investors could view such port calls negatively, which
could adversely affect our reputation and the market for our Term Notes, defined
below.  Investor perception of the value of our Notes may be adversely
affected by the consequences of war, the effects of terrorism, civil unrest and
governmental actions in these and surrounding countries.





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, defined below, are not listed on any national securities exchange 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 them, 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 of 1933, as amended and the Securities Exchange
Act of 1934, as amended.  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, 2008, we had $60.6 million in
total indebtedness outstanding and stockholders' equity of $10.4 million. 
The degree to which we are leveraged could have important consequences for the
holders of our Notes, including:





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


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


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






-7-





Because
our offices and most of our assets are outside the United States, you may not be
able to bring suit against us, or enforce a judgment obtained against us in the
United States





Our
executive offices, administrative activities and assets are located outside the
United States.  As a result, it may be more difficult for investors to
effect service of process within the United States upon us, or to enforce both
in the United States and outside the United States judgments against us in any
action, including actions predicated upon the civil liability provisions of the
federal securities laws of the United States.





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 very large crude carrier, or VLCC,
oil tanker.  During the terms of the Initial Charter with Chevron we expect
that the only source of operating revenue from which we may pay principal and
interest on the Notes will be from this charter.





ITEM
      4.
                        INFORMATION
      ON THE COMPANY


A.  History
and Development of the Company





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





We,
along with IOM I-A and Golden State Petroleum Transport Corporation, or GSPTC, a
Delaware corporation,  are wholly-owned subsidiaries of Golden State
Holdings I, Limited, or GSH, an Isle of Man holding company.  GSH is
wholly-owned by Independent Tankers Corporation, a Cayman Islands company, or
ITC.  ITC is wholly-owned by Independent Tankers Corporation Limited, or
ITCL.  ITCL was established in February 2008 and is 82.47% owned by
Frontline Ltd, or Frontline, a Bermuda company whose shares are listed on the
New York Stock Exchange, London Stock Exchange and Oslo Stock
Exchange.





GSPTC  as
an agent for the Companies, issued 8.04% First Preferred Mortgage Term Notes for
$127,100,000, or the Term Notes and Serial First Preferred Mortgage Notes for
$51,700,000, or the Serial Notes, together the Notes.   The
principal amount of the Term Notes and the Serial Notes allocated to us was
$63,550,000 and $26,800,000,  respectively.  The Serial Notes
were fully repaid on February 1, 2006.  The proceeds from the offering and
sale of the Notes allocated to us were used to fund the construction of the
Phoenix Voyager, or our
Vessel, by Samsung Corporation and Samsung Heavy Industries Co. Ltd., together
the Builders, under the technical supervision of the Chevron Shipping Company as
agent for Chevron, which is an indirect, wholly-owned subsidiary of Chevron
Corporation.  The Vessel, was accepted by us under the building contract on
March 15, 1999 and concurrently was delivered to Chevron under an initial
charter for a term of 18 years, or the Initial Charter.  The Vessel is a
double-hulled carrier of approximately 308,500 dwt and is currently registered
under the Bahamian Flag.  Chevron's obligations under the Initial Charter
are guaranteed by Chevron Corporation.





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





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




-8-





Our
principal executive offices are located at 15-19 Athol Street, Douglas, Isle of
Man IM1 1LB and our telephone number is (1) 441 295 6935.





B.  Business
Overview





Under
a management agreement with the Company, or the Management Agreement, Frontline
provides administrative, ship management and advisory services to the Company as
manager, or Manager.  Pursuant to the Management Agreement, the Manager
receives a fee, or the Management Fee,  of $50,000 per year per
Vessel,  which is payable semi-annually.  All costs of
maintaining our corporate status, accounting and auditing fees and other related
costs, which we refer to as Recurring Fees, are payable by the Manager from the
Management Fee.





The
Initial Charter




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





On
the first optional termination date, Chevron was required to give us (i)
non-binding notice of its intent to exercise the option at least 12 months prior
to the optional termination date and (ii) irrevocable notice of such exercise
nine months prior to the optional termination date.  If the optional
termination date is any subsequent termination date, Chevron must give us (i)
non-binding notice of its intent to exercise such option nine months prior to
the optional termination date and (ii)  irrevocable notice of such
exercise six months prior to the optional termination date.  As of April
22, 2009, we had not received any notice of Chevron's intent to exercise its
termination option.





Remarketing




In
the event Chevron gives us notice of its intent to terminate the Initial
Charter, the Manager, pursuant to the related Management Agreement, is required
to engage a remarketing agent.  McQuilling Brokerage Partners, Inc., or
McQuilling, and ACM Shipping Limited, or ACM Shipping, have agreed to provide on
a non-exclusive basis remarketing services if Chevron exercises its option to
terminate the Initial Charter for our 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
Chevron elects to terminate the Initial Charter and an acceptable replacement
charter has not been entered into or our 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 our Vessel, we would require minimum bareboat
charter hire payments of approximately $21,600 per day.  The foregoing
charter hire rates would not cover $10,995,000 of the final principal payment
allocated to our Vessel.  The  $10,995,000 is less than current
estimates of the approximate residual value of our Vessel on the date of the
final payment.  No assurance can be given as to the residual or scrap value
of our 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.




-9-





Environmental
and Other Regulations





Government
regulations and laws significantly affect the ownership and operation of our
tanker.  We are subject to international conventions, national, state and
local laws and regulations in force in the countries in which our Vessel may
operate or are registered.  Compliance with such laws, regulations and
other requirements entails significant expense, including vessel modifications
and implementation of certain operating procedures.





Our
Vessel is subject to both scheduled and unscheduled inspections by a variety of
government, quasi-governmental and private entities each of which may have
unique requirements.  These organizations include the local port
authorities, national authorities, harbor masters or equivalent, classification
societies, flag state administrations (countries of registry) and charterers,
particularly terminal operators and oil companies.  Some of these entities
require us to obtain permits, licenses and certificates for the operation of our
tanker.  Our failure to maintain necessary permits, certificates or
approvals could require us to incur substantial costs or temporarily suspend
operation of our Vessel.





We
believe that the heightened levels of environmental and quality concerns among
insurance underwriters, regulators and charterers have led to greater inspection
and safety requirements on all tankers and may accelerate the scrapping of older
vessels throughout the industry.  Increasing environmental concerns have
created a demand for tankers that conform to the stricter environmental
standards.  Our charterers, Chevron, are required to maintain operating
standards for our Vessel that emphasize operational safety, quality maintenance,
continuous training of our officers and crews and compliance with applicable
local, national and international environmental laws and regulations.  We
believe that the operation of our Vessel is in substantial compliance with
applicable environmental laws and regulations and that our Vessel has all
material permits, licenses, certificates or other authorizations necessary for
the conduct of our operations; however, because such laws and regulations are
frequently changed and may impose increasingly stricter requirements, we cannot
predict the ultimate cost of complying with these requirements, or the impact of
these requirements on the resale value or useful life of our tanker.  In
addition, a future serious marine incident that results in significant oil
pollution or otherwise causes significant adverse environmental impact could
result in additional legislation or regulation that could negatively affect our
profitability.





International
Maritime Organization





The
International Maritime Organization, or IMO (the United Nations agency for
maritime safety and the prevention of pollution by ships), has adopted the
International Convention for the Prevention of Marine Pollution from Ships,
1973, as modified by the Protocol of 1978 relating thereto, which has been
updated through various amendments, or the MARPOL Convention.  The MARPOL
Convention implements environmental standards including oil leakage or spilling,
garbage management, as well as the handling and disposal of noxious liquids,
harmful substances in packaged forms, sewage and air emissions.  Under IMO
regulations, in order to trade in ports of IMO member nations, a newbuild tanker
of 5,000 dwt or above 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:





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





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





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





Since
the enactment of these regulations, the IMO has accelerated the timetable for
the phase-out of single hull oil tankers.





-10-






In
December 2003, the Marine Environmental Protection Committee of the IMO, or
MEPC, adopted an amendment to the MARPOL Convention, which became effective in
April 2005.  The amendment revised an existing regulation 13G accelerating
the phase-out of single hull oil tankers and adopted a new regulation 13H on the
prevention of oil pollution from oil tankers when carrying heavy grade
oil.  Under the revised regulation, single hull oil tankers were





Category
      of Oil Tankers
                
                Date
      or Year for Phase OutCategory
      1 - oil tankers of 20,000 dwt and above carrying crude oil, fuel
      oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and
      above carrying other oils, which do not comply with the requirements for
      protectively located segregated ballast tanks
                
                April
      5, 2005 for ships delivered on April 5, 1982;  or earlier; or
      2005 for ships delivered after April 5, 1982.Category
      2 - oil tankers of 20,000 dwt and above carrying crude oil, fuel
      oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and
      above carrying other oils, which do comply with the protectively located
      segregated ballast tank requirements; and
                  Category
      3 - oil tankers of 5,000 dwt and above but less than the tonnage
      specified for Category 1 and 2 tankers.
                
                April
      5, 2005 for ships delivered on April 5, 1977 or earlier;
                  2005
      for ships delivered after April 5, 1977 but before
                  January
      1, 1978;
                  2006
      for ships delivered in 1978 and 1979;
                  2007
      for ships delivered in 1980 and 1981;
                  2008
      for ships delivered in 1982;
                  2009
      for ships delivered in 1983; or
                  2010
      for ships delivered in 1984 or
later





Under
the revised regulations, a flag state may permit continued operation of certain
Category 2 or 3 tankers beyond their phase out date in accordance with the above
schedule.  Under regulation 13G, the flag state may allow for some newer
single hull oil tankers registered in its country that conform to certain
technical specifications to continue operating until the earlier of the
anniversary of the date of delivery of our Vessel in 2015 or the 25th
anniversary of their delivery.  Under regulations 13G and 13H, as described
below, certain Category 2 and 3 tankers fitted only with double bottoms or
double sides may be allowed by the flag state to continue operations until their
25th anniversary of delivery.  Any port state, however, may deny entry of
those single hull oil tankers that are allowed to operate under any of the flag
state exemptions.





The MEPC, in
October 2004, adopted a unified interpretation of regulation 13G that clarified
the date of delivery for tankers that have been converted.  Under the
interpretation, where an oil tanker has undergone a major conversion that has
resulted in the replacement of the fore-body, including the entire cargo
carrying section, the major conversion completion date of the oil tanker shall
be deemed to be the date of delivery of the ship, provided that:





●
            the
      oil tanker conversion was completed before July 6,
  1996;





●
            the
      conversion included the replacement of the entire cargo section and
      fore-body and the tanker complies with all the relevant provisions of
      MARPOL Convention applicable at the date of completion of the major
      conversion; and





●
            the
      original delivery date of the oil tanker will apply when considering the
      15 years of age threshold relating to the first technical specifications
      survey to be completed in accordance with MARPOL
    Convention.





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






-11-


Under
regulation 13H, HGO means any of the following:
 
 ●
              crude
      oils having a density at 15єC
      higher than 900 kg/m3;


●
            fuel
      oils having either a density at 15єChigher than 900 kg/m3 or a kinematic viscosity at 50oC higher than
      180 mm2/s; or





●
            bitumen,
      tar and their emulsions.





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





The flag
state may also exempt an oil tanker of 600 dwt and above carrying HGO as cargo
if the ship is either engaged in voyages exclusively within an area under its
jurisdiction, or is engaged in voyages exclusively within an area under the
jurisdiction of another party, provided the party within whose jurisdiction the
ship will be operating agrees.  The same applies to vessels operating as
floating storage units of HGO.





Any port
state, however, can deny entry of single hull tankers carrying HGO which have
been allowed to continue operation under the exemptions mentioned above, into
the ports or offshore terminals under its jurisdiction, or deny ship-to-ship
transfer of HGO in areas under its jurisdiction except when this is necessary
for the purpose of securing the safety of a ship or saving life at
sea.





Revised
Annex I to the MARPOL Convention entered into force in January 2007. 
Revised Annex I incorporates various amendments adopted since the MARPOL
Convention entered into force in 1983, including the amendments to regulation
13G (regulation 20 in the revised Annex) and regulation 13H (regulation 21 in
the revised Annex).  Revised Annex I also imposes construction requirements
for oil tankers delivered on or after January 1, 2010.  A further amendment
to revised Annex I includes an amendment to the definition of heavy grade oil
that will broaden the scope of regulation 21.  On August 1, 2007,
regulation 12A (an amendment to Annex I) came into force requiring oil fuel
tanks to be located inside the double hull in all ships with an aggregate oil
fuel capacity of 600 cubic meters and above, which are delivered on or after
August 1, 2010 including ships for which the building contract is entered into
on or after August 1, 2007, or, in the absence of a contract, for which the keel
is laid on or after February 1, 2008.





Because
our Vessel is of double hull construction, it is not subject to the current
phase-out regulations of the IMO.





Air
Emissions





In
September 1997, the IMO adopted Annex VI to the MARPOL Convention,
Regulations for the Prevention of Pollution from Ships, to address air pollution
from ships.  Effective May 2005, Annex VI sets limits on sulfur oxide and
nitrogen oxide emissions from all commercial vessel exhausts and prohibits
deliberate emissions of ozone depleting substances (such as halons and
chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the
shipboard incineration of specific substances.  Annex VI also includes a
global cap on the sulfur content of fuel oil and allows for special areas to be
established with more stringent controls on sulfur emissions.  We believe
that our Vessel is compliant in all material respects with current Annex VI
regulations.  Additional or new conventions, laws and regulations may be
adopted that could require the installationof expensive emission
control systems and could adversely affect our business, results of operations,
cash flows and financial condition.  In October 2008, the IMO adopted
amendments to Annex VI regarding nitrogen oxide and sulfur oxide emissions
standards that will enter into force on July 1, 2010.  The amended Annex VI
would reduce air pollution from vessels by, among other things, (i) implementing
a progressive reduction of sulfur oxide emissions from ships, with the global
sulfur oxide emission cap reduced initially  from 4.50% to 3.50%
beginning January 1, 2012 and then reduced progressively to 0.50%
by  January 1, 2020, subject to a feasibility review to be completed
no later than 2018; and (ii) establishing new tiers of stringent
nitrogen oxide emissions standards for new marine engines, depending on their
date of installation.  Once these amendments become effective, we may incur
costs to comply with these revised standards.  The United States
ratified the Annex VI amendments in October 2008, thereby rendering U.S. air
emissions standards equivalent to IMO
requirements.






-12-




Safety
Requirements





The IMO has
also adopted the SOLAS Convention, and the International Convention on Load
Lines, 1966, or LL Convention, which impose a variety of standards to regulate
design and operational features of ships.  SOLAS Convention and LL
Convention standards are revised periodically.  We believe that our Vessel
is in material  compliance with SOLAS Convention and LL Convention
standards.





Under
Chapter IX of SOLAS, the requirements contained in the International Safety
Management Code for the Safe Operation of Ships and for Pollution Prevention, or
ISM Code, promulgated by the IMO, also affect our operations.  The ISM Code
requires the party with operational control of a vessel to develop an extensive
safety management system that includes, among other things, the adoption of a
safety and environmental protection policy setting forth instructions and
procedures for operating its vessels safely and describing procedures for
responding to emergencies.  We intend to rely upon the safety management
system that our
appointed ship managers have developed.





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 the ISM Code requirements for a safety management
system.  No vessel can obtain a safety management certificate unless its
manager has been awarded a document of compliance, issued by each flag state,
under the ISM Code.  Our appointed ship managers have obtained documents of
compliance for their offices and safety management certificates for our Vessel
where the certificates are required by the IMO.  The document of compliance
("DOC") and ship management certificate ("SMC") are renewed every five years but
DOC is subject to audit verification annually and the SMC every 2.5
years.





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





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





Ballast
Water Requirements





The
IMO adopted an International Convention for the Control and Management of Ships'
Ballast Water and Sediments, or the BWM Convention, in February 2004.  The
BWM Convention's implementing regulations call for a phased introduction of
mandatory ballast water exchange requirements to be replaced in time with
mandatory concentration limits.  The BWM Convention will not enter into
force until 12 months after it has been adopted by 30 states, the combined
merchant fleets of which represent not less than 35% of the gross tonnage of the
world's merchant shipping tonnage.  To date there has not been sufficient
adoption of this standard for it to take force.





The
flag state, as defined by the United Nations Convention on Law of the Sea, has
overall responsibility for the implementation and enforcement of international
maritime regulations for all ships granted the right to fly its flag.  The
"Shipping Industry Guidelines on Flag State Performance" evaluates flag states
based on factors such as sufficiency of infrastructure, ratification of
international maritime treaties, implementation and enforcement of international
maritime regulations, supervision of surveys, casualty investigations and
participation at IMO meetings.





-13-





Anti-Fouling
Requirements





In 2001, the
IMO adopted the International Convention on the Control of Harmful Anti-fouling
Systems on Ships, or the Anti-fouling Convention.  The Anti-fouling
Convention prohibits the use of organotin compound coatings to prevent the
attachment of mollusks and other sea life to the hulls of vessels after
September 1, 2003.  The exteriors of vessels constructed prior to January
1, 2003 that have not been in dry-dock must, as of September 17, 2008, either
not contain the prohibited compounds or have coatings applied to the vessel
exterior that act as a barrier to the leaching of the prohibited
compounds.  Vessels of over 400 gross tons engaged in international voyages
must obtain an International Anti-fouling System Certificate and undergo a
survey before the vessel is put into service or when the antifouling systems are
altered or replaced.  We are in compliance with the Anti-fouling
Convention.





Oil
Pollution Liability





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, as
amended in 2000, or the CLC.  Under this convention and depending on
whether the country in which the damage results is a party to the 1992 Protocol
to the CLC, 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.  The limits on
liability outlined in the 1992 Protocol use the International Monetary Fund
currency unit of Special Drawing Rights, or SDR.  Under an amendment to the
1992 Protocol that became effective on 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 4.51 million SDR
plus 631 SDR for each additional gross ton over 5,000.  For vessels of over
140,000 gross tons, liability will be limited to 89.77 million SDR. 
The exchange rate between SDRs and U.S. dollars was 0.632000 SDR per U.S. dollar
on April 7, 2009.  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. 
Vessels trading to states that are parties to these conventions must provide
evidence of insurance covering the liability of the owner.  In
jurisdictions where the International Convention on Civil Liability for Oil
Pollution Damage has not been adopted, various legislative schemes or common
laws govern, and liability is imposed either on the basis of fault or in a
manner similar to that convention.  We believe that our P&I insurance
will cover the liability under the plan adopted by the IMO.





The IMO
adopted the International Convention on Civil Liability for Bunker Oil Pollution
Damage, or the Bunker Convention, to impose strict liability on ship owners for
pollution damage in jurisdictional waters of ratifying states caused by
discharges of bunker fuel.  The Bunker Convention, which became effective
on November 21, 2008, requires registered owners of ships over 1,000 gross tons
to maintain insurance for pollution damage in an amount equal to the limits of
liability under the applicable national or international limitation regime (but
not exceeding the amount calculated in accordance with the Convention on
Limitation of Liability for Maritime Claims of 1976, as amended).  With
respect to non-ratifying states, liability for spills or releases of oil carried
as fuel in ship's bunkers typically is determined by the national or other
domestic laws in the jurisdiction where the events or damages
occur.





IMO
regulations also require owners and operators of vessels to adopt Ship Oil
Pollution Emergency Plans, or SOPEPs.  Periodic training and drills for
response personnel and for vessels and their crews are required.





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 our operations.





United
States Requirements





In
1990, the United States Congress enacted the U.S. Oil Pollution Act of 1990, or
OPA, to establish 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 United States or its territories or possessions, or
whose vessels operate in the waters of the United States, which include the U.S.
territorial sea and the 200 nautical mile exclusive economic zone around the
United States.  The Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA imposes liability for cleanup and natural resource
damage from the release of hazardous substances (other than oil) whether on land
or at sea.  Both OPA and CERCLA impact our operations.




-14-





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





●
            natural
      resource damages and related assessment
costs;





●
            real
      and personal property damages;





●
            net
      loss of taxes, royalties, rents, profits and earnings
      capacity;





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





●
            loss
      of subsistence use of natural
resources.





OPA
previously limited the liability of responsible parties to the greater of $1,200
per gross ton or $10.0 million per tanker that is over 3,000 gross tons (subject
to possible adjustment for inflation).  Amendments to OPA signed into law
in July 2006 increased these limits on the liability of responsible parties with
respect to tankers over 3,000 gross tons to the greater of $3,000 per gross ton
or $22.0 million per single hull tanker, and $1,900 per gross ton or $16.0
million per double hull tanker, respectively.  The act specifically permits
individual states to impose their own liability regimes with regard to oil
pollution incidents occurring within their boundaries, and some states have
enacted legislation providing for unlimited liability for discharge of
pollutants within their waters.  In some cases, states which have enacted
this type of legislation have not yet issued implementing regulations defining
tanker owners' responsibilities under these laws.  CERCLA, which applies to
owners and operators of vessels, contains a similar liability regime and
provides for cleanup, removal and natural resource damages.  Liability
under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for
vessels carrying a hazardous substance as cargo and the greater of $300 per
gross ton or $0.5 million for any other vessel.





These
limits of liability do not apply, however, where the incident is caused by
violation of applicable U.S. federal safety, construction or operating
regulations, or by the responsible party's gross negligence or willful
misconduct.  These limits also do not apply if the responsible party fails
or refuses to report the incident or to cooperate and assist in connection with
the substance removal activities.  OPA and CERCLA each preserve the right
to recover damages under existing law, including maritime tort law.  We
believe that we are in substantial compliance with OPA, CERCLA and all
applicable state regulations in the ports where our Vessel calls.





OPA
also requires owners and operators of vessels to establish and maintain with the
U.S. Coast Guard evidence of financial responsibility sufficient to meet the
limit of their potential strict liability under the act.  On October 17,
2008, the U.S. Coast Guard regulatory requirements under OPA and CERCLA were
amended to require evidence of financial responsibility in amounts that reflect
the higher limits of liability imposed by the July 2006 amendments to OPA, as
described above.  The increased amounts became effective on January 15,
2009.  U.S. Coast Guard regulations currently require evidence of financial
responsibility in the amount of $3,300 per gross ton for a single hull tanker or
$2,200 per gross ton for a double hull tanker, coupling the OPA limitation on
liability of $3,000 per gross ton for a single hull tanker or $1,900 per gross
ton for a double hull tanker, respectively, with the CERCLA liability limit of
$300 per gross ton.  Under the regulations, evidence of financial
responsibility may be demonstrated by insurance, surety bond, self-insurance or
guaranty.  Under OPA regulations, an owner or operator of more than one
tanker is required to demonstrate evidence of financial responsibility for the
entire fleet in an amount equal only to the financial responsibility requirement
of the tanker having the greatest maximum strict liability under OPA and
CERCLA.  We have provided such evidence and received certificates of
financial responsibility from the U.S. Coast Guard for our Vessel as
required.






-15-





Under
OPA, with certain limited exceptions, all newly-built or converted vessels
operating in U.S. waters must be built with double hulls, and existing vessels
that do not comply with the double hull requirement will be prohibited from
trading in U.S. waters over a 20-year period (1995-2015) based on size, age and
place of discharge, unless retrofitted with double-hulls.  Notwithstanding
the prohibition to trade schedule, the act currently permits existing single
hull and double-sided 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 off-loading by lightering within authorized lightering zones more than 60
miles off-shore.  Lightering is the process by which vessels at sea
off-load their cargo to smaller vessels for ultimate delivery to the discharge
port.





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





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





●
            describe
      crew training and drills; and





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





We have
obtained a vessel response plan approved by the U.S. Coast Guard for our Vessel
for its operations in the waters of the United States.





In
addition, the U.S. Clean Water Act, or CWA prohibits the discharge of oil or
hazardous substances in U.S navigable waters unless authorized by a duly-issued
permit or exemption, and imposes strict liability in the form of penalties for
any unauthorized discharges.  The CWA also imposes substantial liability
for the costs of removal, remediation and damages and complements the remedies
available under OPA and CERCLA.  Furthermore, most U.S. states that border
a navigable waterway have enacted environmental pollution laws that impose
strict liability on a person for removal costs and damages resulting from a
discharge of oil or a release of a hazardous substance.  These laws may be
more stringent than U.S. federal law.





The
U. S. Environmental Protection Agency, or EPA, historically exempted the
discharge of ballast water and other substances incidental to the normal
operation of vessels in U.S. waters from CWA permitting requirements. 
However, on March 31, 2005, a U.S. District Court ruled that the EPA exceeded
its authority in creating an exemption for ballast water.  On September 18,
2006, the court issued an order invalidating the exemption in the EPA's
regulations for all discharges incidental to the normal operation of a vessel as
of September 30, 2008, and directed the EPA to develop a system for regulating
all discharges from vessels by that date.  The District Court's decision
was affirmed by the Ninth Circuit Court of Appeals on July 23,
2008.





Inresponse to the
invalidation and removal of the EPA's vessel exemption by the Ninth Circuit, the
EPA has enacted rules governing the regulation of ballast water discharges and
other discharges incidental to the normal operation of vessels within U.S.
waters.  Under the new rules, which took effect February 6, 2009,
commercial vessels 79 feet in length or longer (other than commercial fishing
vessels), which we refer to as Regulated Vessels, are required to obtain a CWA
permit regulating and authorizing such normal discharges.  This permit,
which the EPA has designated as the Vessel General Permit for Discharges
Incidental to the Normal Operation of Vessels, or VGP, incorporates the current
U.S. Coast Guard requirements for ballast water management as well as
supplemental ballast water requirements, and includes limits applicable to 26
specific discharge streams, such as deck runoff, bilge water and gray
water.





For
each discharge type, among other things, the VGP establishes effluent limits
pertaining to the constituents found in the effluent, including best management
practices, or BMPs, designed to decrease the amount of constituents entering the
waste stream.  Unlike land-based discharges, which are deemed acceptable by
meeting certain EPA-imposed numerical effluent limits, each of the 26 VGP
discharge limits is deemed to be met when a Regulated Vessel
carries out the BMPs pertinent to that specific discharge stream.  The VGP
imposes additional requirements on certain Regulated Vessel types, including
tankers that emit discharges unique to those vessels.  Administrative
provisions, such as inspection, monitoring, recordkeeping and reporting
requirements are also included for all Regulated
Vessels.


-16-





On
August 31, 2008, the District Court ordered that the date for implementation of
the VGP be postponed from September 30, 2008 until December 19, 2008.  This
date was further postponed until February 6, 2009 by the District Court. 
Although the VGP became effective on February 6, 2009, the VGP application
procedure, known as the Notice of Intent, or NOI, has yet to be finalized. 
Accordingly, Regulated Vessels will effectively be covered under the VGP from
February 6, 2009 until June 19, 2009, at which time the "eNOI" electronic filing
interface will become operational.  Thereafter, owners and operators of
Regulated Vessels must file their NOIs prior to September 19, 2009, or the
Deadline.  Any Regulated Vessel that does not file an NOI by the Deadline
will, as of that date, no longer be covered by the VGP and will not be allowed
to discharge into U.S. navigable waters until it has obtained a VGP.  Any
Regulated Vessel that was delivered on or before the Deadline will receive final
VGP permit coverage on the date that the EPA receives such Regulated Vessel's
complete NOI.  Regulated Vessels delivered after the Deadline will not
receive VGP permit coverage until 30 days after their NOI submission.  Our
Vessel is a Regulated Vessel, and we intend to submit a NOI as soon after June
19, 2009 as practicable.





Owners
and operators of vessels visiting U.S. waters will be required to comply with
this VGP program or face penalties.  This could require the installation of
equipment on our Vessel to treat ballast water before it is discharged or the
implementation of other port facility disposal arrangements or procedures at
potentially substantial cost, and/or otherwise restrict our Vessel from entering
U.S. waters.  In addition, pursuant to Section 401 of the CWA which
requires each state to certify federal discharge permits such as the VGP,
certain states have enacted additional discharge standards as conditions to
their certification of the VGP.  These local standards bring the VGP into
compliance with more stringent state requirements, such as those further
restricting ballast water discharges and preventing the introduction of
non-indigenous species considered to be invasive.  The VGP and its
state-specific regulations and any similar restrictions enacted in the future
will increase the costs of operating in the relevant waters.





The
U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977
and 1990, or the CAA, requires the EPA to promulgate standards applicable to
emissions of volatile organic compounds and other air contaminants.  Our
Vessel is subject to vapor control and recovery requirements for certain cargoes
when loading, unloading, ballasting, cleaning and conducting other operations in
regulated port areas.  Our Vessel that operates in such port areas with
restricted cargoes are equipped with vapor recovery systems that satisfy these
requirements.  The CAA also requires states to draft State Implementation
Plans, or SIPs, designed to attain national health-based air quality standards
in primarily major metropolitan and/or industrial areas.  Several SIPs
regulate emissions resulting from vessel loading and unloading operations by
requiring the installation of vapor control equipment.  As indicated above,
our Vessel operating in covered port areas is already equipped with vapor
recovery systems that satisfy these existing requirements.  As referenced
above, the amended Annex VI to the IMO's MARPOL Convention, which addresses air
pollution from ships, was ratified by the United States on October 9, 2008 and
entered into force domestically on January 8, 2009.  Previously, the state
of California had adoptedstringent air emissions requirements for
ocean-going vessels that were held by a federal court in February 2008 to be
preempted by the federal Clean Air Act and thus invalidated.  In response,
on July 24, 2008, the
California Air Resources Board of the State of California, or CARB, then adoptedclean-fuelregulations applicable to
all vessels sailing within 24 miles of the California coastline whose
itineraries call for them to enter any California ports, terminal facilities, or
internal or estuarine waters.  The new CARB regulations, while avoiding
explicit regulation of emissions, require such vessels to use low sulfur marine
fuels rather than bunker fuel.  By July 1, 2009, such vessels are required
to switch either to marine gas oil with a sulfur content of no more than 1.5% or
marine diesel oil with a sulfur content of no more than 0.5%.  By 2012,
only marine gas oil and marine diesel oil fuels with 0.1% sulfur will be
allowed.California is
also requesting EPA to grant it a waiver under the Clean Air Act to enforce the
California vessel emission standards that were invalidated.  More legal
challenges are expected to follow.  If EPA grants the California waiver
request or if CARB prevails and the new fuel content regulations go into effect
as scheduled on July 1, 2009, our vessel would be subject to the CARB
requirements if theywere to travel within such
waters.  The new California regulations would require significant
expenditures on low-sulfur fuel and would increase our operating costs.Finally, although
the more stringent CARB regime was technically superseded when the United States
ratified and implemented the amended Annex
VI, the United States and Canada jointly requested IMO on March 27, 2009 to
designate the area extending 200 miles from their territorial sea baseline
adjacent to the Atlantic/Gulf and Pacific coasts and the eight main Hawaiian
Islands as Emissions Control Areas under the Annex VI amendments.  If
approved by IMO, more stringent emissions standards similar to the new CARB
regulations would apply in the Emissions Control Areas that would cause us to
incur further costs.  -17-







The
U.S. National Invasive Species Act, or NISA, was enacted in 1996 in response to
growing reports of harmful organisms being released into U.S. ports through
ballast water taken on by vessels in foreign ports.  The U.S. Coast Guard
adopted regulations under NISA in July 2004 that impose mandatory ballast water
management practices for all vessels equipped with ballast water tanks entering
U.S. waters.  These requirements can be met by performing mid-ocean ballast
exchange, by retaining ballast water on board the vessel, or by using
environmentally sound alternative ballast water management methods approved by
the U.S. Coast Guard.  (However, mid-ocean ballast exchange is mandatory
for ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the
foreign export of Alaskan North Slope crude oil).  Mid-ocean ballast
exchange is the primary method for compliance with the U.S. Coast Guard
regulations, since holding ballast water can prevent vessels from performing
cargo operations upon arrival in the United States, and alternative methods are
still under development.  Vessels that are unable to conduct mid-ocean
ballast exchange due to voyage or safety concerns may discharge minimum amounts
of ballast water (in areas other than the Great Lakes and the Hudson River),
provided that they comply with recordkeeping requirements and document the
reasons they could not follow the required ballast water management
requirements.  The U.S. Coast Guard is developing a proposal to establish
ballast water discharge standards, which could set maximum acceptable discharge
limits for various invasive species, and/or lead to requirements for active
treatment of ballast water.  In April 2008 the U.S. House of
Representatives  passed a bill that amends NISA by prohibiting the
discharge of ballast water unless it has been treated with specified methods or
acceptable alternatives.  Similar bills have been introduced in the U.S.
Senate, but we cannot predict which bill, if any, will be enacted into
law.  In the absence of federal standards, states have enacted legislation
or regulations to address invasive species through ballast water and hull
cleaning management and permitting requirements.  For instance, the state
of California has recently enacted legislation extending its ballast water
management program to regulate the management of "hull fouling" organisms
attached to vessels and adopted regulations limiting the number of organisms in
ballast water discharges.  Michigan's ballast water management legislation
mandating the use of various techniques for ballast water treatment was upheld
by the federal courts.  Other states may proceed with the enactment of
similar requirements that could increase the costs of operating in state
waters.





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





Other
Regulations




European
Union Tanker Regulations





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


-18-




In 2005, the
European Union adopted a directive on ship-source pollution, imposing criminal
sanctions for intentional, reckless or negligent pollution discharges by
ships.  The directive could result in criminal liability for pollution from
vessels in waters of European countries that adopt implementing
legislation.  Criminal liability for pollution may result in substantial
penalties or fines and increased civil liability claims.





Greenhouse
Gas Regulation





In
February 2005, the Kyoto Protocol to the United Nations Framework Convention on
Climate Change, or the Kyoto Protocol, entered into force.  Pursuant to the
Kyoto Protocol, adopting countries are required to implement national programs
to reduce emissions of certain gases, generally referred to as greenhouse gases,
which are suspected of contributing to global warming.  Currently, the
emissions of greenhouse gases from international shipping are not subject to the
Kyoto Protocol.  However, the European Union has indicated that it intends
to propose an expansion of the existing European Union emissions trading scheme
to include emissions of greenhouse gases from vessels.  In the United
States, the Attorneys General from 16 states and a coalition of environmental
groups inApril 2008 filed a petition for a writ of mandamus, or  petition, with
the DC Circuit Court of Appeals, or the DC Circuit, to request an order
requiringthe EPA to regulate greenhouse gas emissions from ocean-going
vessels under the Clean Air Act.  Although the DC
Circuit denied the petition in June 2008, EPA then published an Advanced Notice
of Proposed Rulemaking soliciting comments on whether greenhouse gas emissions
should be regulated under the Clean Air Act.  Climate change initiatives
will also be considered by the U.S. Congress in this session.  Any futurepassage of climate control legislation or other regulatory initiatives by
the IMO, European Union or individual countries where we operate that restrict
emissions of greenhouse gases could entail financial impacts on our operations
that we cannot predict with certainty at this time.




Vessel
Security Regulations





Since
the terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security.  On November 25,
2002, the U.S. Maritime Transportation Security Act of 2002, or  MTSA,
came into effect.  To implement certain portions of the MTSA, in
July 2003, the U.S. Coast Guard issued regulations requiring the
implementation of certain security requirements aboard vessels operating in
waters subject to the jurisdiction of the United States.  Similarly, in
December 2002, amendments to SOLAS, created a new chapter of the convention
dealing specifically with maritime security.  The new chapter became
effective in July 2004 and imposes various detailed security obligations on
vessels and port authorities, most of which are contained in the International
Ship and Port Facility Security Code, or the ISPS Code.  The ISPS Code is
designed to protect ports and international shipping against terrorism. 
After July 1, 2004, to trade internationally, a vessel must attain an
International Ship Security Certificate, or ISSC, from a recognized security
organization approved by the vessel's flag state.  Among the various
requirements are:





●
            on-board
      installation of automatic identification systems to provide a means for
      the automatic transmission of safety-related information from among
      similarly equipped ships and shore stations, including information on a
      ship's identity, position, course, speed and navigational
      status;





●
            on-board
      installation of ship security alert systems, which do not sound on the
      vessel but only alert the authorities on
shore;





●
            the
      development of vessel security
plans;





●
            ship
      identification number to be permanently marked on a ship's
      hull;






-19-





●
            a
      continuous synopsis record kept onboard showing a vessel's history
      including the name of the ship and of the state whose flag the vessel is
      entitled to fly, the date on which the ship was registered with that
      state, the ship's identification number, the port at which the ship is
      registered and the name of the registered owner(s) and their registered
      address; and





●
            compliance
      with flag state security certification
  requirements.





The
U.S. Coast Guard regulations, intended to align with international maritime
security standards, exempt from MTSA vessel security measures non-U.S. vessels
that have on board, as of July 1, 2004, a valid ISSC attesting to the vessel's
compliance with SOLAS security requirements and the ISPS Code.  We have
implemented the various security measures addressed by MTSA, SOLAS and the ISPS
Code, and our Vessel is in compliance with applicable security
requirements.




Inspection
by Classification Societies





Every
oceangoing vessel must be "classed" by a classification society.  The
classification society certifies that the vessel is "in class," signifying that
the vessel has been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and regulations of the
vessel's country of registry and the international conventions of which that
country is a member.  In addition, where surveys are required by
international conventions and corresponding laws and ordinances of a flag state,
the classification society will undertake them on application or by official
order, acting on behalf of the authorities concerned.





The
classification society also undertakes, on request, other surveys and checks
that are required by regulations and requirements of the flag state.  These
surveys are subject to agreements made in each individual case and/or to the
regulations of the country concerned.





For
maintenance of the class, regular and extraordinary surveys of hull, machinery,
including the electrical plant, and any special equipment classed are required
to be performed as follows:





●
            Annual
      Surveys.For oceangoing ships, annual surveys are conducted
      for the hull and the machinery, including the electrical plant, and where
      applicable for special equipment classed, at intervals of 12 months
      from the date of commencement of the class period indicated in the
      certificate.





●
            Intermediate
      Surveys.Extended annual surveys are referred to as
      intermediate surveys and typically are conducted two and one-half years
      after commissioning and each class renewal.  Intermediate surveys may
      be carried out on the occasion of the second or third annual
      survey.





●
            Class
      Renewal Surveys.Class renewal surveys, also known as special
      surveys, are carried out for the ship's hull and machinery, including the
      electrical plant and for any special equipment classed, at the intervals
      indicated by the character of classification for the hull.  At the
      special survey the vessel is thoroughly examined, including audio gauging
      to determine the thickness of the steel structures.  Should the
      thickness be found to be less than class requirements, the classification
      society would prescribe steel renewals.  The classification society
      may grant a one year grace period for completion of the special
      survey.  Substantial amounts of money may have to be spent for steel
      renewals to pass a special survey if the vessel experiences excessive wear
      and tear.  In lieu of the special survey every four or five years,
      depending on whether a grace period was granted, a ship owner has the
      option of arranging with the classification society for the vessel's hull
      or machinery to be on a continuous survey cycle, in which every part of
      the vessel would be surveyed within a five year cycle.  At an owner's
      application, the surveys required for class renewal may be split according
      to an agreed schedule to extend over the entire period of class. 
      This process is referred to as continuous class
  renewal.






-20-





All
areas subject to survey as defined by the classification society are required to
be surveyed at least once per class period, unless shorter intervals between
surveys are prescribed elsewhere.  The period between two subsequent
surveys of each area must not exceed five years.





Our Vessel
is periodically drydocked.  If any defects are found, the classification
surveyor will issue a recommendation which must be rectified by the ship owner
within prescribed time limits.





Most
insurance underwriters make it a condition for insurance coverage that a vessel
be certified as "in-class" by a classification society which is a member of the
International Association of Classification Societies.  Our Vessel is
certified as being "in-class" by a recognized classification
society.





Risk
of Loss and 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, our Vessel may be operated throughout the world
in any lawful trade for which our 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 our Vessel.





Under
the Initial Charter, Chevron is entitled to self-insure against marine and war
risks relating to our Vessel and against protections and indemnity risks
relating to our 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.





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





C.  Organizational
Structure





We,
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 ITCL and 82.47% of the
outstanding common shares of ITCL are owned by Frontline.





The
Company does not have any subsidiaries.





D.  Property,
Plants and Equipment





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





ITEM
      4A.
                        UNRESOLVED
      STAFF COMMENTS


None.




-21-




ITEM
      5.
                        OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS
  Overview





The
following discussion should be read in conjunction with Item 3 "Selected
Financial Data" and the Company's audited Financial Statements and Notes thereto
included herein.





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





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





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





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





Following
delivery of our 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 our 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.





Market
Overview and Trend Information





Time charter
equivalent, or TCE, earnings for VLCCs in early 2008 reached a high of
approximately $195,000 per day and the first two to three quarters managed to
deliver more than satisfactory results in spite of volatility experienced in the
tanker market more or less throughout the year.  Rates hovered around
$100,000 per day from the first to the third quarter when the market lost some
of the drive and earnings settled at a level around $50,000 to $70,000 per
day.  The current financial crisis had started to become a reality for most
industries in the fourth quarter.  Tanker owners, however, remained largely
untouched by this and managed to deliver strong results throughout the quarter
and thus provided a financial year that is only comparable with the year of
2004.  Average earnings for double hull VLCCs in 2008 was in excess of
$95,000 per day according to industry sources.





There were
several factors, which contributed positively to the tanker market in the first
half of 2008.  The National Iranian Tanker Company tied up an estimated 12
to 14 VLCCs for storage during this period as there was no demand for Iranian
crude oil at that time.  Throughout the same period, tanker rates also
spiked because of the strong demand from the Chinese in relation to the
Olympics.  Furthermore, the large number of port strikes during the entire
year also contributed to a tighter tonnage list, especially in France. 
Lastly, there was an increase in ton-miles during the first half of 2008. 
The USA, China, Japan and Korea were the main drivers of this increase with
approximately 40%, 24%, 23% and 12% share of the growth, respectively, when
comparing the first quarter in 2008 and 2007.  Total ton-mile growth for
these countries was 7.3% increasing from just below 14,000 miles in the first
quarter of 2007 to approximately 15,000 miles in the first quarter of
2008.






-22-





During the
second half of 2008, OPEC cuts were one of the major factors impacting the
tanker market.  As world demand for petroleum products decreased throughout
this period, OPEC's profit margin tightened.  Consequently, production
capacity was cut and output figures were decreased.  The Brent crude prices
in 2008 averaged at $98.7 per barrel with a high average of approximately $137
per barrel in July and a low of $41.3 per barrel in December.





Average OPEC
production is estimated at 31.24 million barrels per day in 2008 according to
IEA's February 2009 report.  The expected 2009 OPEC production output
figure has not yet been published by the IEA, however, they reported a January
2009 OPEC production of 29.03 million barrels per day, which is a decrease of
approximately three million barrels per day year on year.  The main factor
for this decrease is OPEC's desire for a higher oil price in a weak
market.





The IEA
further estimates that average world oil demand was 85.7 million barrels per day
in 2008, a 0.4% decrease from 2007.  For 2009, a decrease in world oil
demand of 1.1%, or 1 million barrels per day, is forecasted.





The tanker
market benefited from "
contango"in the oil price during 2008.  This is a market condition where the
future oil price is higher than the current price.  At the end of October,
the spread between the current and future oil price widened making it profitable
for oil companies and traders to store crude oil.  During the following
weeks and months the market was swamped by requirements for storage,
predominantly in the Atlantic basin but also in the Arabian Gulf.  The spot
market at that time was approximately $50,000 per day, and the first few ships
were chartered by oil majors at rates somewhat exceeding the spot market. 
Since then approximately 40 ships were chartered either for straight storage or
voyages followed by storage, with rates ranging from $55,000 to $85,000 per
day.





Throughout
2008, there was a continued trend among oil companies to discriminate against
single hull tankers due to their decreasing territory allowance and increasing
probability of inspection.





Bunkers
followed the movements in the oil market closely in 2008.  The lowest
bunker price in Fujairah was quoted at the end of December at $206.50 per metric
ton while the highest was quoted in mid-July at $756.5 per metric ton.  The
average bunker price in 2008 was approximately $508 per metric ton.





According to
figures released in January 2009 by The International Monetary Fund, or IMF,
global growth is expected to moderate to 0.5% for the year.  This is a
downward revision of  2.5% compared to the IMF's October 2008 report
and a 3.4% reduction compared with what the IMF reported in January 2009, or
3.9%.  In the United States, negative growth of 1.6% is expected this year,
a downward revision of 0.5% from 2008.  Further negative growth is also
expected in Europe and Japan while emerging markets and developing countries
will experience a continued decrease in their growth figures.  According to
the IMF October 2008 report, China's growth is projected to remain relatively
strong in 2009 with only a small downward adjustment from the expected 9.7% 2008
growth rate.





The total
VLCC fleet increased by 7.6% in 2008 to 501 vessels.  Throughout the year a
total of 38 new vessels were delivered to owners and 82 new orders were
made.  The total order book amounted to 227 vessels at the end of the year,
which represented approximately 45% of the existing fleet.





Throughout
2009, it is estimated that 68 new VLCCs will enter the market including 15 in
the first quarter.  This substantial amount of new tonnage will be
cushioned, to some extent, by the expected phase out program of single hull
vessels.  Additionally, if tanker rates reduce substantially through the
year, it will not only lead to an increased scrapping of single hull vessels as
well as deletions of older vessels, but it may also serve as an incentive for
future conversion projects.  It should be noted that future amendments to
the orderbook such as cancellations and delays are expected.





-23-





Operating
results





Year
ended December 31, 2008 compared with the year ended December 31,
2007





Total
Revenues





(in
      thousands of $)
                      
                      2008
                      
                      
                      2007
                      
                      
                      %
      ChangeCharter
      income
                      
                      
                      10,403
                      
                      
                      
                      10,305
                      
                      
                      
                      1.0
                      %Interest
      income
                      
                      
                      895
                      
                      
                      
                      648
                      
                      
                      
                      38.1
                      %





Charter
income is in line with expectations.  The increase in 2008 is due to the
increase in the daily charter rate paid by Chevron when the fixed charter period
ended March 2007.  The daily rate paid by Chevron is $28,500 per day for
the optional period of the charter.  Interest income increased as a result
of the rising cash balances held.





Expenses





(in
      thousands of $)
                            
                            2008
                            
                            
                            2007
                            
                            
                            %
      ChangeInterest
      expense
                            
                            
                            (4,953
                            )
                            
                            
                            (5,108
                            )
                            
                            
                            (3.0
                            )%Amortization
      of deferred charges
                            
                            
                            (40
                            )
                            
                            
                            (40
                            )
                            
                            
                            -





Interest
expense has decreased in line with expectations, with interest expense falling
in line with the principal loan outstanding each year.  The Company
amortizes the deferred charges over the life of the Term Notes.





Year
ended December 31, 2007 compared with the year ended December 31,
2006





Total
Revenues





(in
      thousands of $)
                      
                      2007
                      
                      
                      2006
                      
                      
                      %
      ChangeCharter
      income
                      
                      
                      10,305
                      
                      
                      
                      9,928
                      
                      
                      
                      3.8
                      %Interest
      income
                      
                      
                      648
                      
                      
                      
                      351
                      
                      
                      
                      84.6
                      %





Charter
income increased in line with expectations for the fixed charter period ended
March 2007.  The daily charter rate paid by Chevron increased from $27,199
per day to $28,500 per day at this time for the optional period of the
charter.  Interest income has risen as a result of the rising cash balances
held.





Expenses





(in
      thousands of $)
                        
                        2007
                        
                        
                        2006
                        
                        
                        %
      ChangeInterest
      expense
                        
                        
                        (5,108
                        )
                        
                        
                        (5,135
                        )
                        
                        
                        (0.5
                        )%Amortization
      of deferred charges
                        
                        
                        (40
                        )
                        
                        
                        (40
                        )
                        
                        
                        -





Interest
expense has decreased in line with expectations, with interest expense falling
in line with the principal loan outstanding each year.  The Company
amortizes the deferred charges over the life of the Term Notes.





-24-






Liquidity
and Capital Resources
 
 As
of December 31, 2008, revenues from the Initial Charter were sufficient to pay
our obligations under the Term Notes.  Chevron may elect to terminate the
Initial Charter as of the next specified termination date, March 15, 2011. 
If the Initial Charter is terminated by Chevron, the Manager, acting on our
behalf, will attempt to find an acceptable





Off-balance
      Sheet Arrangements





The
Company is jointly and severally liable under the Notes with IOM I-A for the
issued amount of $178,800,000.  At December 31, 2008 the amount outstanding
on the Notes was $119,995,000.  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.





Tabular
disclosure of Contractual Obligations





As
at December 31, 2008, we had the following contractual obligations and
commitments:





Payments
      due by period(in
      thousands of $)
                
                Less
      than 1
                
                
                
                
                
                
                
                
                More
      thanyear
                
                
                1-3
      years
                
                
                3-5
      years
                
                
                5 years
                
                
                TotalTerm
      Notes (8.04%)
                
                
                3,160
                
                
                
                7,120
                
                
                
                8,335
                
                
                
                42,015
                
                
                
                60,630Interest
                
                
                4,812
                
                
                
                8,826
                
                
                
                7,610
                
                
                
                12,836
                
                
                
                34,084Total
      contractual obligations
                
                
                7,972
                
                
                
                15,946
                
                
                
                15,945
                
                
                
                54,851
                
                
                
                94,714





Interest
is payable on the Term Notes at a fixed rate of 8.04% until
maturity.





Critical
Accounting Policies





Our
principal accounting policies are described in Note 2 to the financial
statements, which are included in Item 18 "Financial Statements" of this Annual
Report.  The most critical accounting policies include:





Revenue
Recognition




Revenue
is generated from bareboat charter hire and is recorded over the term of the
charter as service is provided.





Vessel,
Depreciation and Impairment




The
cost of our Vessel is depreciated to estimated residual value, on a
straight-line basis, over our Vessel's remaining economic useful life. 
Management estimates the useful life of our Vessel to be 25 years and this is a
common life expectancy applied in the shipping industry.  If the estimated
economic useful life is incorrect, or circumstances change and the estimated
economic useful life has to be revised, an impairment loss could result in
future periods and/or annual depreciation expense could be increased.  Our
Vessel is reviewed for impairment whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable.  Factors we
consider important that could affect recoverability and trigger impairment
include significant underperformance relative to expected operating results, new
regulations that change the estimated useful economic lives of our Vessel and
significant negative industry or economic trends.  In assessing the
recoverability of our Vessel's carrying amounts when an indicator of impairment
is present, we must make assumptions regarding estimated future cash
flows.  These assumptions include assumptions about the spot market rates
for vessels, the revenues our Vessel could earn under time charter, voyage
charter or bareboat charter, the operating costs of our Vessel and the estimated
economic useful life of our Vessel.  In making these assumptions, the
Company refers to historical trends and performance as well as any known future
factors.  If our review indicates impairment, an impairment charge is
recognized based on the difference between carrying value and fair value. 
Fair value is typically established using an average of three independent
valuations.






-25-





Recently
Issued Accounting Pronouncements





In September
2006, the Financial Accounting Standards Board, or FASB,  issued
Financial Accounting Standard No. 157, Fair Value Measurements,or
FAS 157,and is
effective for fiscal years beginning after November 15, 2007.  This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles and expands disclosures about fair
value measurements.  On February 14, 2008, FASB issued FSP FAS 157-1,Application of FASB Statement No.
157 to FSAB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13, which removes leasing transactions accounted for
under statement 13 and related guidance for the scope of FAS 157.  The
statement establishes a fair value hierarchy that distinguishes between market
participant assumptions developed based on market data obtained from sources
independent of the reported entity and the reported entities own assumptions
about market participant assumptions developed based on the best information
available in the circumstances.  The Company's adoption of this statement
did not have a material effect on the financial statements.





In February
2007, the FASB issued Statement of Financial Accounting Standard No. 159,
The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB
Statement No. 115,or FAS 159. FAS 159 allows  entities to
choose to measure many financial instruments and certain other items at fair
value, with unrealised gains and losses related to these financial instruments
being reported in earnings at each subsequent reporting date.  FAS 159 is
effective for fiscal years beginning after November 15, 2007.  The
Company's adoption of this statement did not have a material effect on the
financial statements.





In May 2008,
the FASB issued Statement of Financial Accounting Standard No. 162, The Hierarchy of Generally Accepted
Accounting Principles,or FAS 162.  This statement identifies the
sources of accounting principles and the framework for selecting the principles
to be used in the preparation of financial statements in conformity with
generally accepted accounting principles in the United States.  Adoption of
this statement is not expected to have a material effect on the Company's
financial statements.





ITEM
      6.
                        DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES


A.  Directors
and Senior Management





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





Name
            Age
            Position with the
    CompanyAndrew
      James Baker
            49
            SecretaryKate
      Blankenship
            44
            DirectorJohn
      Michael Killip
            64
            DirectorTor
      Olav Trøim
            46
            Director





Andrew
James Baker:  Isle of Man resident and has been secretary of the
Company 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 has been a director of the Company since November 1, 1998. 
Mrs. Blankenship has been a director of the Manager since March 2000.  Mrs.
Blankenship served as the Chief Accounting Officer and Secretary of Frontline
between 1994 and October 2005.  Mrs. Blankenship also serves as director of
ITCL, Golar LNG Limited, Ship Finance International Limited, Seadrill Limited
and Golden Ocean Group Limited.  She is a member of the Institute of
Chartered Accountants in England and Wales.


-26-





John
Michael Killip has been a non-executive Isle of Man resident director of the
Company 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 18 years.





Tor
Olav Trøim has been a director of the Company since November 1, 1998.  Mr.
Trøim graduated as M.Sc Naval Architect from the University of Trondheim, Norway
in 1985.  His careers include Portfolio Manager Equity in Storebrand ASA
(1987-1990), and Chief Executive Officer for the Norwegian Oil Company DNO AS
(1992-1995).  Since 1995 Mr. Trøim has been a director of Seatankers
Management in Cyprus.  Mr. Trøim serves as a director of ITCL, Seadrill
Limited, Golden Ocean Group Limited, Golar LNG Limited , Aktiv Kapital ASA,
Marine Harvest Group and as an alternate director of Frontline Ltd.





B.  Compensation





During
the year ended December 31, 2008, we made no compensation payments to our
directors and officers.





C.  Board
Practices





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





The
officers of the Company are elected by the board of directors and shall hold
office for such period and on such terms as the board of directors 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





We
do not have any employees involved in the management of our Vessel.





Frontline
is our Manager as described below in Item 7 "Major Shareholder and Related Party
Transactions – Related Party Transactions."





E.  Share
Ownership





The directors of
the Company have no share ownership in the Companyand do not have any
arrangement that involves the issue or grant of securities of the
Company.





ITEM
      7.
                        MAJOR
      SHAREHOLDERS AND RELATED PARTY
TRANSATIONS


A.  Major
Shareholders





As
of April 22, 2009, except as set forth below, the Company is not aware of any
beneficial owner of more than 5% of  its Common Stock.






-27-





Class
      of Shares
                Name
      and address of Beneficial Owners
                Number
      of Shares
                Percent
      of ClassCommon
      Shares
                Golden
      State Holding I, Limited1
                2
                100%





1
            The
      issued and outstanding shares of the Company are owned by Golden State
      Holdings I, Limited.  All of the issued and outstanding shares of
      Golden State Holdings I, Limited are owned by Independent Tankers
      Corporation.  All of the issued and outstanding shares of Independent
      Tankers Corporation are owned by Independent Tankers Corporation Limited,
      which is 82.47% owned by Frontline.





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





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





B.  Related
Party Transactions





As
discussed in Item 4. "Information on the Company," Frontline, the ultimate
parent, is our Manager.





Under
the terms of the Management Agreement between the Company and Frontline,
Frontline provides administrative, management and advisory services to the
Company at an annual fee of $50,000, payable semi-annually.  All cost of
administering the Company are payable by Frontline from the Management
Fee.  The Management Agreement is effective until termination by either
party upon 30 days prior written notice.  Management fee expenses and
management fee payable for each of the years ended December 31, 2008, 2007 and
2006 were as follows:





(in
      thousands of $)
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006Management
      fee expenses
                    
                    
                    50
                    
                    
                    
                    50
                    
                    
                    
                    50Management
      fee payable
                    
                    
                    21
                    
                    
                    
                    21
                    
                    
                    
                    21





C.  Interests
of Experts and Counsel





Not
applicable.





ITEM
      8.
                        FINANCIAL
      INFORMATION


A.  Consolidated
Statements and Other Financial Information





See
Item 18 "Financial Statements" below.





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.






-28-




ITEM
      9.
                        THE
      OFFER AND LISTING
  Not
applicable.





ITEM
      10.
                        ADDITIONAL
      INFORMATION


A.  Share
Capital





Not
applicable.





B.  Memorandum
and Articles of Association





The
Company is No. 081718c in the Isle of Man register.





All
shares issued are unclassified; there is no authorization in force to issue
other classes of shares.  Consequently all shares have equal entitlement to
voting rights, dividends, profit shares and other rights and duties.  There
are no provisions for changes to the rights of stockholders contained in the
articles, except that by resolution of the directors the authorized capital may
be increased and that the Company may divide or combine shares within the same
class.





Directors
may be interested in Company transactions but such interest should be disclosed
to the other directors prior to agreement by the board as appropriate.  The
directors have discretionary powers to borrow on behalf of the Company subject
to the limits as set out in the Memorandum of Association.  There are no
stated age limits for directors and directors need not be stockholders. 
They do not retire by rotation.




Company
meetings may be convened by the directors or held on request of members holding
50% of the voting shares.  Members, their properly appointed proxies and
corporate members' representatives are entitled to attend.





There
are no limits to ownership of Company securities or to the exercise of voting
rights.  Disclosure of ownership is governed by Isle of Man law and any
laws operative in the jurisdictions pertaining to the owners of the
securities.  The directors of the Company may, without giving a reason,
decline to register a transfer of shares.





C.  Material
Contracts





The
Company has no material contracts apart from those pertaining to its normal
business.





D.  Exchange
Controls





The
Company was incorporated in the Isle of Man on November 4, 1994.  Interests
in the Registered Securities may be freely transferred among non-residents of
the Isle of Man under Isle of Man Law.  There are no Exchange Control
regulations in the Isle of Man.





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





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





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.






-29-





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





We
are 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 Commission.  These materials, including this
annual report and the accompanying exhibits may be inspected and copied at the
public reference facilities maintained by the Commission at 100 F Street, NE,
Room 1580, Washington D.C. 20549.  You may obtain information on the
operation of the public reference room by calling 1 (800) SEC-0330, and you
may obtain copies at prescribed rates from the Public Reference Section of the
Commission at its principal office in Washington, D.C. 20549.  The
Commission maintains a website (http://www.sec.gov.) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission.  In addition, documents
referred to in this annual report may be inspected at the office of the Manager
at Par-la-Ville Place 4th Floor,
14 Par-la-Ville Road, Hamilton, Bermuda and at 15-19 Athol Street, Douglas, Isle
of Man.





I.  Subsidiary
Information





Not
applicable.





ITEM
      11.
                      QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK


(a)           Quantitative
information about market risk





Quantitative
information about market risk instruments at December 31, 2008 is as
follows:





i)      Serial Note





The last principal repayment and final interest payment were paid on February 1,
2006.





ii)      Term Notes





The
Term Notes bear interest at a rate of 8.04% per annum, payable on February 1 and
August 1 of each year.  The Term Notes are subject to redemption through
the operation of a mandatory sinking fund on each payment date that commenced
August 1, 2007 and continues 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.






-30-





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




Scheduled payment
      dateFebruary
      1, 2009
                        
                        
                        1,550,000August
      1, 2009
                        
                        
                        1,610,000February
      1, 2010
                        
                        
                        1,675,000August
      1, 2010
                        
                        
                        1,745,000February
      1, 2011
                        
                        
                        1,815,000August
      1, 2011
                        
                        
                        1,885,000February
      1, 2012
                        
                        
                        1,960,000August
      1, 2012
                        
                        
                        2,040,000February
      1, 2013
                        
                        
                        2,125,000August
      1, 2013
                        
                        
                        2,210,000February
      1, 2014
                        
                        
                        2,295,000August
      1, 2014
                        
                        
                        2,390,000February
      1, 2015
                        
                        
                        2,485,000August
      1, 2015
                        
                        
                        2,585,000February
      1, 2016
                        
                        
                        2,690,000August
      1, 2016
                        
                        
                        2,800,000February
      1, 2017
                        
                        
                        2,910,000August
      1, 2017
                        
                        
                        3,025,000February
      1, 2018
                        
                        
                        3,150,000August
      1, 2018
                        
                        
                        3,275,000February
      1, 2019
                        
                        
                        14,410,000$
                        60,630,000






(b)           Qualitative
information about market risk





We were organized
solely for the purpose of acquiring and charteringour Vessel, which is
currently on a bareboat charter until 2015 subject to certain termination
options.  We have no sources for the payment of the principal of, and the
interest on, the Notes except for the restricted cash accounts held by the
Trustee.  Accordingly, our ability to pay debt service on the Notes is
wholly dependent upon our financial condition, results of operation and cash
flows from our Vessel's operation.  As such, we believe that we are not
exposed to any material market risk.





ITEM
      12.
                    DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY
SECURITIES


Not
applicable.






-31-






PART
II





ITEM
      13.
                    DEFAULTS,
      DIVIDEND ARREARAGES AND
DELINQUENCIES
 None.


ITEM
      14.
                    MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
 None.







ITEM
      15T.
                  CONTROLS
      AND PROCEDURES


a)
                Disclosure
      controls and
procedures
  effectiveness




b)
                  Management's
      annual report on internal controls over financial
      reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) promulgated under
the Securities Exchange Act of 1934.




Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the Company's principal executive and principal
financial officers and effected by the Company's board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:




●
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;




●
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of Company's management and
      directors; and




●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree or compliance
with the policies or procedures may deteriorate.




Management
conducted the evaluation of the effectiveness of the internal controls over
financial reporting using the control criteria framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or COSO, published in
its report entitled Internal Control-Integrated Framework.




Our
management with the participation of our principal executive officer and
principal financial officer assessed the effectiveness of the design and
operation of the Company's internal controls over financial reporting pursuant
to Rule
13a-15 of the Securities Exchange Act of 1934, as of December 31,
2008.  Based upon that evaluation, the principal executive officer and
principal financial officer concluded that the Company's internal controls over
financial reporting are effective as of December 31, 2008.




-32-




This annual
report does not include an attestation report of the Company's current
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the
Company's current registered public accounting firm pursuant to temporary rules
of the SEC that permit the Company to provide only management's report in this
annual report.




c)
              Changes in
      internal controls over financial
  reporting




There were
no changes in our internal controls over financial reporting that occurred
during the period covered by this annual report that have materially effected or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.






ITEM
      16.
                RESERVED
 ITEM
      16A.
                AUDIT
      COMMITTEE FINANCIAL EXPERT





ITEM
      16B.
                CODE
      OF ETHICS




ITEM
      16C.
                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
 Fees in the 2008 column relate to fees
from PricewaterhouseCoopers AS and fees in the 2007 column relate to fees from
Grant Thornton LLP.





(in
      thousands of $)
                
                2008
                
                
                2007Audit
      fees (a)
                
                
                25
                
                
                
                12Audit
      related fees (b)
                
                
                -
                
                
                
                -Tax
      fees (c)
                
                
                -
                
                
                
                -All
      other fees (d)
                
                
                -
                
                
                
                -Total
                
                
                25
                
                
                
                12





a)
            Audit
      Fees


Audit
fees represent professional services rendered for the audit of the Company's
annual financial statements and services provided by the principal accountant in
connection with statutory and regulatory filings or engagements.


b)
              Audit
      Related Fees
 Audit-related
fees consisted of assurance and related services rendered by the principal
accountant related to the performance of the audit or review of the Company's
financial statements which have not been reported under Audit Fees
above.
 -33-




c)
            Tax
      Fees


Tax
fees represent fees for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning.





d)
            All
      Other Fees


All
other fees include services other than audit fees, audit-related fees and tax
fees set forth above.





The
Company's board of directors has assigned responsibility for the engagement of
the auditors to the Manager.





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


Please
refer to Item 16A above.






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








None.





ITEM
      16F.
              CHANGE
      IN REGISTRANT'S CERTIFYING
ACCOUNTANT


On
August 13 2008, the Company engaged PricewaterhouseCoopers AS
("PricewaterhouseCoopers") as the Company's independent registered public
accounting firm for the year ending December 31, 2008.  The Company did not
renew the engagement of Grant Thornton LLP ("Grant Thornton"), the Company's
independent registered public accounting firm for the year ending December 31,
2007.  The Company engaged PricewaterhouseCoopers in order to realize
economies and efficiencies, since PricewaterhouseCoopers acts as the independent
registered public accounting firm for Frontline Ltd., the ultimate parent of the
Company, and other companies connected with the Company.





The
reports of Grant Thornton on the financial statements of the Company as of
December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.





In
connection with the audits of the Company's financial statements for each of the
two fiscal years ended December 31, 2007 and 2006, and through the period ended
August 13, 2008, there were no disagreements with Grant Thornton on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of
Grant Thornton, would have caused Grant Thornton to make reference to the matter
of such disagreements in their reports.





The
Company has provided Grant Thornton with a copy of this report.





The
Company engaged PricewaterhouseCoopers as its new independent registered public
accounting firm as of August 13, 2008.  During the Company's two most
recent fiscal years neither the Company nor anyone on its behalf has consulted
with PricewaterhouseCoopers regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's financial statements,
and neither a written report was provided to the Company nor oral advice was
provided by PricewaterhouseCoopers that was an important factor considered by
the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a disagreement, as
that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.




ITEM
      16G.
                CORPORATE
      GOVERNANCE


Not
applicable.


-34-






PART
III





ITEM
      17.
                FINANCIAL
      STATEMENTS


Not
applicable.





ITEM
      18.
                FINANCIAL
      STATEMENTS
 
  The
following financial statements listed below and set forth on pages F-1 through
F-12 together with the reports of PricewaterhouseCoopers AS and Grant Thornton
LLP thereon, are filed as part of this annual report:











PageReport
      of Independent Registered Public Accounting Firm - PricewaterhouseCoopers
      AS
                    F-1Report
      of Independent Registered Public Accounting Firm - Grant Thornton
      LLP
                    F-2Statements
      of Operations and Retained Earnings for the years ended December 31, 2008,
      2007 and 2006
                    F-3Balance
      Sheets at December 31, 2008 and 2007
                    F-4Statements
      of Cash Flows for the years ended December 31, 2008, 2007 and
      2006
                    F-5Notes
      to Financial Statements
                    F-6





-35-






ITEM
      19.
                EXHIBITS


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





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





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





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





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





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





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





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





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





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






-36-





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





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





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





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





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





12.1
            Certification
      of the Principal Executive Officer pursuant to Rule 13A-14(a) and Rule
      15d-14(a) of the Securities Act, as
amended.





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





13.1
            Certifications
      of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley act of
      2002.





13.2
            Certifications
      of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley act of
      2002.





*
Incorporated by reference to the filing indicated.








-37-






Report
of Registered Public Accounting Firm






To
the Board of Directors and Shareholder


Golden
State Petro (IOM I-B) PLC








We
have audited the accompanying balance sheet of Golden State Petro (IOM I-B) PLC
(the "Company") as of December 31, 2008 and the related statements of
operations and retained earnings, and cash flows for the year ended December 31,
2008.  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 audit.  The financial statements of the Company as
of December 31, 2007 and for the two years then ended were audited by other
auditors whose report dated June 20, 2008 expressed an unqualified opinion on
those statements.





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





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Golden State Petro (IOM I-B) PLC as
of December 31, 2008 and the results of its operations and cash flows for
the year ended December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.







/s/
PricewaterhouseCoopers






PricewaterhouseCoopers
AS


Oslo,
Norway


April
22, 2009









F-1





Report
of Independent Registered Public Accounting Firm








To
the Board of Directors


Golden
State Petro (IOM I-B) PLC








We have
audited the accompanying balance sheet 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, 2007 and the related statements of
operations and retained earnings, and cash flows for the years ended
December 31, 2007 and 2006.  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 the standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.The Company is not required to have,
nor were we engaged to perform an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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-B) PLC at
December 31, 2007 and the results of its operations and its cash flows for the years ended
December 31, 2007 and 2006, in conformity with accounting principles
generally accepted in the United States of America.








/s/ Grant
Thornton LLP








Grant
Thornton LLP


New York,
New York


June 20,
2008









F-2






Golden
State Petro (IOM I-B) PLC


Statement
of Operations and Retained Earnings for the years ended December 31, 2008, 2007
and 2006


(in
thousands of $)




2008
                                                  
                                                  
                                                  2007
                                                  
                                                  
                                                  2006Operating
      revenuesCharter
      revenues
                                                  
                                                  
                                                  10,403
                                                  
                                                  
                                                  
                                                  10,305
                                                  
                                                  
                                                  
                                                  9,928Total
      operating revenues
                                                  
                                                  
                                                  10,403
                                                  
                                                  
                                                  
                                                  10,305
                                                  
                                                  
                                                  
                                                  9,928Operating
      expensesAdministrative
      expenses
                                                  
                                                  
                                                  56
                                                  
                                                  
                                                  
                                                  56
                                                  
                                                  
                                                  
                                                  56Depreciation
                                                  
                                                  
                                                  3,217
                                                  
                                                  
                                                  
                                                  3,217
                                                  
                                                  
                                                  
                                                  3,217Total
      operating expenses
                                                  
                                                  
                                                  3,273
                                                  
                                                  
                                                  
                                                  3,273
                                                  
                                                  
                                                  
                                                  3,273Net
      operating income
                                                  
                                                  
                                                  7,130
                                                  
                                                  
                                                  
                                                  7,032
                                                  
                                                  
                                                  
                                                  6,655Other
      income (expenses)Interest
      income
                                                  
                                                  
                                                  895
                                                  
                                                  
                                                  
                                                  648
                                                  
                                                  
                                                  
                                                  351Interest
      expense
                                                  
                                                  
                                                  (4,953
                                                  )
                                                  
                                                  
                                                  (5,108
                                                  )
                                                  
                                                  
                                                  (5,135
                                                  )Amortization
      of deferred charges
                                                  
                                                  
                                                  (40
                                                  )
                                                  
                                                  
                                                  (40
                                                  )
                                                  
                                                  
                                                  (40
                                                  )Net
      other expenses
                                                  
                                                  
                                                  (4,098
                                                  )
                                                  
                                                  
                                                  (4,500
                                                  )
                                                  
                                                  
                                                  (4,824
                                                  )Net
      income
                                                  
                                                  
                                                  3,032
                                                  
                                                  
                                                  
                                                  2,532
                                                  
                                                  
                                                  
                                                  1,831Retained
      earnings at the start of year
                                                  
                                                  
                                                  7,371
                                                  
                                                  
                                                  
                                                  4,839
                                                  
                                                  
                                                  
                                                  3,008Retained
      earnings at the end of year
                                                  
                                                  
                                                  10,403
                                                  
                                                  
                                                  
                                                  7,371
                                                  
                                                  
                                                  
                                                  4,839




See
accompanying notes that are an integral part of these financial
statements.








F-3






Golden
State Petro (IOM I-B) PLC


Balance
Sheet as of December 31, 2008 and 2007


(in
thousands of $)




2008
                                                                  
                                                                  
                                                                  2007ASSETSCurrent
      assetsRestricted
      cash
                                                                  
                                                                  
                                                                  17,612
                                                                  
                                                                  
                                                                  
                                                                  14,337Total
      current assets
                                                                  
                                                                  
                                                                  17,612
                                                                  
                                                                  
                                                                  
                                                                  14,337Vessel,
      net
                                                                  
                                                                  
                                                                  55,085
                                                                  
                                                                  
                                                                  
                                                                  58,302Deferred
      charges
                                                                  
                                                                  
                                                                  398
                                                                  
                                                                  
                                                                  
                                                                  438Total
      assets
                                                                  
                                                                  
                                                                  73,095
                                                                  
                                                                  
                                                                  
                                                                  73,077LIABILITIES
      AND STOCKHOLDER'S EQUITYCurrent
      liabilitiesCurrent
      portion of long-term debt
                                                                  
                                                                  
                                                                  3,160
                                                                  
                                                                  
                                                                  
                                                                  2,920Accrued
      expenses
                                                                  
                                                                  
                                                                  2,062
                                                                  
                                                                  
                                                                  
                                                                  2,156Total
      current liabilities
                                                                  
                                                                  
                                                                  5,222
                                                                  
                                                                  
                                                                  
                                                                  5,076Long-term
      debt
                                                                  
                                                                  
                                                                  57,470
                                                                  
                                                                  
                                                                  
                                                                  60,630Total
      liabilities
                                                                  
                                                                  
                                                                  62,692
                                                                  
                                                                  
                                                                  
                                                                  65,706Stockholder's
      equityCommon
      stock: 2 shares of no par value
                                                                  
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  
                                                                  -Retained
      earnings
                                                                  
                                                                  
                                                                  10,403
                                                                  
                                                                  
                                                                  
                                                                  7,371Total
      stockholder's equity
                                                                  
                                                                  
                                                                  10,403
                                                                  
                                                                  
                                                                  
                                                                  7,371Total
      liabilities and stockholder's equity
                                                                  
                                                                  
                                                                  73,095
                                                                  
                                                                  
                                                                  
                                                                  73,077




See
accompanying notes that are an integral part of these financial
statements.







F-4






Golden
State Petro (IOM I-B) PLC


Statement
of Cash Flows for the years ended December 31, 2008, 2007, and 2006


(in
thousands of $)





2008
                                                              
                                                              
                                                              2007
                                                              
                                                              
                                                              2006Net
      income
                                                              
                                                              
                                                              3,032
                                                              
                                                              
                                                              
                                                              2,532
                                                              
                                                              
                                                              
                                                              1,831Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Depreciation
                                                              
                                                              
                                                              3,217
                                                              
                                                              
                                                              
                                                              3,217
                                                              
                                                              
                                                              
                                                              3,217Amortization
      of deferred charges
                                                              
                                                              
                                                              40
                                                              
                                                              
                                                              
                                                              40
                                                              
                                                              
                                                              
                                                              40Changes
      in operating assets and liabilities:Accrued
      expenses
                                                              
                                                              
                                                              (94
                                                              )
                                                              
                                                              
                                                              (822
                                                              )
                                                              
                                                              
                                                              701Net
      cash provided by operating activities
                                                              
                                                              
                                                              6,195
                                                              
                                                              
                                                              
                                                              4,967
                                                              
                                                              
                                                              
                                                              5,789Investing
      activitiesPlacement
      of restricted cash
                                                              
                                                              
                                                              (3,275
                                                              )
                                                              
                                                              
                                                              (4,967
                                                              )
                                                              
                                                              
                                                              (1,389
                                                              )Net
      cash used in investing activities
                                                              
                                                              
                                                              (3,275
                                                              )
                                                              
                                                              
                                                              (4,967
                                                              )
                                                              
                                                              
                                                              (1,389
                                                              )Financing
      activitiesRepayments
      of debt
                                                              
                                                              
                                                              (2,920
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (4,400
                                                              )Net
      cash used in financing activities
                                                              
                                                              
                                                              (2,920
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (4,400
                                                              )Net
      increase / (decrease) in cash and cash equivalents
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Cash
      and cash equivalents at beginning of year
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Cash
      and cash equivalents at end of year
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -Supplemental
      disclosure of cash flow information:Interest
      paid
                                                              
                                                              
                                                              5,052
                                                              
                                                              
                                                              
                                                              5,109
                                                              
                                                              
                                                              
                                                              5,260




See
accompanying notes that are an integral part of these financial
statements.







F-5
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial Statements





1.
            DESCRIPTION
      OF BUSINESS





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





The
Company, IOM I-A, and Golden State Petroleum Transport Corporation ("GSPTC"), a
Delaware corporation, 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 Independent Tankers Corporation
Limited, a Bermuda company ("ITCL"), which is 82.47% owned by Frontline Ltd
("Frontline"), a publicly listed Bermuda company.





GSPTC
acting as an agent for the Owners, issued 8.04% First Preferred Mortgage Term
Notes for $127,100,000 (the "Term Notes") and Serial First Preferred Mortgage
Notes for $51,700,000 (the "Serial Notes") (together the "Notes") as an agent
for the Owners.  The principal amount of the Term Notes and the Serial
Notes allocated to the Company was $63,550,000 and $26,800,000
respectively.  The proceeds allocated to the Company have been used to fund
the construction of a VLCC.  The Phoenix Voyager (the
"Vessel"), was delivered to the Company on March 15, 1999 and was concurrently
chartered to Chevron Transport Corporation ("Chevron") pursuant to an initial
charter (the "Initial Charter") for a term of eighteen years.  Chevron had
an option to terminate the Initial Charter on March 15, 2007 and had an option
to terminate on March 15, 2009 and has termination options on each of the three
subsequent two-year anniversaries thereof.  Chevron has not exercised the
first or second termination options.  Notice for the next termination of
the Initial Charter must be given by Chevron on or before June 15, 2010. 
As of April 22, 2009 such notice had not been received.  Chevron's
obligations under the Initial Charter are guaranteed by Chevron
Corporation.






2.
            ACCOUNTING
      POLICIES





Basis
of Presentation




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





Restricted
Cash




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





Vessel




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





Impairment
of Long-lived Assets




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






F-6
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial
Statements





Deferred
Charges




Loan costs,
including debt arrangement fees, are capitalized and amortized over the weighted
average life of the Serial and Term Notes respectively, using the
straight line method in the Company's statements of operations.  This is
not materially different to the effective interest method.  If a loan is
repaid early, any unamortized portion of the related deferred charges is charged
against income in the period in which the loan is repaid.





Allocation
of Mortgage Notes




The
Company is jointly and severally liable under the Notes with IOM I-A for the
issued amount of $178,800,000.  At December 31, 2008 the amount outstanding
on the Notes was $119,995,000.  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.





Revenue
and expense recognition




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





Financial
Instruments




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






3.
            RECENTLY
      ISSUED ACCOUNTING PRONOUNCEMENTS





In September
2006, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard No. 157, Fair Value Measurements,"FAS 157",and is effective for fiscal
years beginning after November 15, 2007.  This statement defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value
measurements.  On February 14, 2008 FASB issued FSP FAS 157-1Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13, which removes leasing transactions accounted for
under statement 13 and related guidance for the scope of statement 157. 
The statement establishes a fair value hierarchy that distinguishes between
market participant assumptions developed based on market data obtained from
sources independent of the reported entity and the reported entities own
assumptions about market participant assumptions developed based on the best
information available in the circumstances.  The Company's adoption of this
statement did not have a material effect on the financial
statements.





In February
2007, the FASB issued Statement of Financial Accounting Standard No. 159,
The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB
Statement No. 115 ("FAS 159").  FAS 159
allows  entities to choose to measure many financial instruments and
certain other items at fair value, with unrealised gains and losses related to
these financial instruments being reported in earnings at each subsequent
reporting date.  FAS 159 is effective for fiscal years beginning after
November 15, 2007.  The Company's adoption of this statement did not
have a material effect on the financial statements.





In May 2008,
the FASB issued Statement of Financial Accounting Standard No. 162, The Hierarchy of Generally Accepted
Accounting Principles,("FAS
162"). 
This Statement identifies the sources of accounting principles and the framework
for selecting the principles to be used in the preparation of financial
statements in conformity with generally accepted accounting principles in the
United States.  Adoption of this statement is not expected to have a
material effect on the Company's consolidated financial statements.





F-7
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial
Statements





4.
            TAXATION





The
Company is exempt from United States Federal, state and local income taxes on
its international shipping income and has been granted exemptions from the
statutory 10% tax on profits required to be assessed against Isle of Man
companies.  T he
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.






5.
            RESTRICTED
      CASH





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






6.
            LEASES





As
of December 31, 2008, the Company leased its vessel on a bareboat charter to
Chevron for a term of eighteen years.  Chevron had an option to terminate
the Initial Charter on March 15, 2009 and has termination options on each of the
three subsequent two-year anniversaries thereof.  The next termination
option is March 15, 2011.  For each of the remaining optional termination
dates Chevron must give the Company (i) non-binding notice of its intent to
exercise the option nine months prior to the optional termination date and (ii)
irrevocable notice of such exercise six months prior to the optional termination
date.  As of April 22, 2009, no such notice had been given by
Chevron.





The
minimum future revenues to be received on the bareboat charter, which has been
accounted for as an operating lease as of December 31, 2008 are as
follows:





Year
      ending December 31,(in
      thousands of $)2009
                    
                    
                    10,4032010
                    
                    
                    10,4032011
                    
                    
                    2,1092012
                    
                    
                    -2013
      and later
                    
                    
                    -Total
      minimum lease revenues
                    
                    
                    22,915


Cost
and accumulated depreciation on the Vessel leased to third parties at December
31, 2008 was $86.7 million (2007: $86.7 million) and $31.6 million (2007: $28.4
million), respectively.


F-8
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial
Statements




7.
            VESSEL





(in
      thousands of $)
                            
                            2008
                            
                            
                            2007Cost
                            
                            
                            86,716
                            
                            
                            
                            86,716Accumulated
      depreciation
                            
                            
                            (31,631
                            )
                            
                            
                            (28,414
                            )Net
      book value at end of year
                            
                            
                            55,085
                            
                            
                            
                            58,302





Depreciation
expense was $3.2 million for each of the years ended December 31, 2008, 2007 and
2006.






8.
            DEFERRED
      CHARGES





(in
      thousands of $)
                            
                            2008
                            
                            
                            2007Debt
      arrangement fees
                            
                            
                            876
                            
                            
                            
                            876Accumulated
      amortization
                            
                            
                            (478
                            )
                            
                            
                            (438
                            )398
                            
                            
                            
                            438






9.
            DEBT





The
Serial Notes were issued in the aggregate principal amount of $51,700,000, of
which $26,800,000 was allocated to the Company.  The Serial Notes were
fully repaid in February 2006.  The Term Notes were issued in the aggregate
principal amount of $127,100,000, of which $63,550,000 was allocated to the
Company.  Interest on the Notes is payable semi-annually on each February 1
and August 1.





(in
      thousands of $)
                            
                            2008
                            
                            
                            2007Term
      notes (8.04%) due February 1, 2019
                            
                            
                            60,630
                            
                            
                            
                            63,550Total
      mortgage notes
                            
                            
                            60,630
                            
                            
                            
                            63,550Less:
      short-term portion
                            
                            
                            (3,160
                            )
                            
                            
                            (2,920
                            )57,470
                            
                            
                            
                            60,630





The
      outstanding debt as of December 31, 2008 is repayable as
      follows:





Year
      ending December 31,(in
      thousands of $)2009
                            
                            
                            3,1602010
                            
                            
                            3,4202011
                            
                            
                            3,7002012
                            
                            
                            4,0002013
                            
                            
                            4,3352014
      and later
                            
                            
                            42,015Total
      debt
                            
                            
                            60,630





As
of December 31, 2008, the effective interest rate for the Term Notes was
8.04%.





The
Term Notes are subject to redemption by the Company 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.




F-9
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial
Statements




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




Scheduled
      Payment Date
                      (in
      thousands of $)
                    
                    AmountFebruary
      1, 2009
                    
                    
                    1,550August
      1, 2009
                    
                    
                    1,610February
      1, 2010
                    
                    
                    1,675August
      1, 2010
                    
                    
                    1,745February
      1, 2011
                    
                    
                    1,815August
      1, 2011
                    
                    
                    1,885February
      1, 2012
                    
                    
                    1,960August
      1, 2012
                    
                    
                    2,040February
      1, 2013
                    
                    
                    2,125August
      1, 2013
                    
                    
                    2,210February
      1, 2014
                    
                    
                    2,295August
      1, 2014
                    
                    
                    2,390February
      1, 2015
                    
                    
                    2,485August
      1, 2015
                    
                    
                    2,585February
      1, 2016
                    
                    
                    2,690August
      1, 2016
                    
                    
                    2,800February
      1, 2017
                    
                    
                    2,910August
      1, 2017
                    
                    
                    3,025February
      1, 2018
                    
                    
                    3,150August
      1, 2018
                    
                    
                    3,275February
      1, 2019
                    
                    
                    14,41060,630






The
Notes have priority of payment as described in the Indenture Agreement dated as
of December 1, 1996 and are collateralized by a statutory first mortgage on the
Vessel and assignment to the Trustee of the Initial Charter, the Chevron
Corporation guarantee and certain other collateral.





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





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





The
Term Notes may be redeemed in whole or in part at the discretion of the Company
on any payment date on or after August 1, 1999 at a redemption price equal to
100% of the principal amount thereof plus accrued and unpaid interest to the
date fixed for redemption, provided that if (i) such redemption occurs prior to
February 1, 2018 and (ii) the Vessel is then subject to the related Initial
Charter or to an acceptable replacement charter pursuant to which the
charterer  is required to pay charter hire equal to or greater than
the charter hire payable by Chevron during the fixed period, then the make-whole
premium, as defined in the Offering Memorandum dated December 19, 1996, shall be
payable with respect to Mortgage Notes in an amount equal to allocated principal
amount of the Mortgage Notes for such Vessel.  In addition, Term Notes may
be redeemed in part in an aggregate principal amount equal to the allocated
principal amount of the Notes for the Vessel if the Initial Charter for the
Vessel is terminated and an acceptable replacement charter is not entered into,
at a redemption price equal to 100% of the principal amount thereof plus accrued
interest to the date fixed for redemption.




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


F-10
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial
Statements




10.
                SHARE
      CAPITAL


Authorized
share capital:





Number
      of shares
                              
                              2008
                              
                              
                              20072,000
      common stock of no par value
                              
                              
                              2,000
                              
                              
                              
                              2,000





Issued
and outstanding share capital:





Number of
      shares
                          
                          2008
                          
                          
                          20072
      common stock of no par value
                          
                          
                          2
                          
                          
                          
                          2





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


11.
                FINANCIAL
      INSTRUMENTS





The
carrying value and estimate fair value of the Company's financial instruments at
December 31, 2008 and 2007 are as follows:





2008
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2007(in
      thousands of $)
                  
                  Carrying
      Value
                  
                  
                  Fair
                    Value
                  
                  
                  Carrying
      Value
                  
                  
                  Fair
                    ValueRestricted
      cash
                  
                  
                  17,612
                  
                  
                  
                  17,612
                  
                  
                  
                  14,337
                  
                  
                  
                  14,337Term
      Notes
                  
                  
                  60,630
                  
                  
                  
                  69,470
                  
                  
                  
                  63,550
                  
                  
                  
                  69,702





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





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





The
estimated fair value of the Term Notes is based on the quoted market
price.





Concentrations
of risk




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





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




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




F-11
 Golden State Petro (IOM I-B) PLC
 Notes to the Financial
Statements




12.
            ASSETS
      PLEDGED





(in
      thousands of $)
                            
                            2008
                            
                            
                            2007Vessel
                            
                            
                            55,085
                            
                            
                            
                            58,302Restricted
      bank deposits
                            
                            
                            17,612
                            
                            
                            
                            14,33772,697
                            
                            
                            
                            72,639





The
Notes are collateralized by a statutory first mortgage on the Vessel.Restricted bank deposits are also pledged to pay principal and interest
on the Company's debt.  Refer to note 9.


13.
              RELATED
      PARTY TRANSACTIONS





In the
years ended December 31, 2008, 2007 and 2006, Frontline has provided management
services to the Company pursuant to a management agreement which is effective
until termination by either party upon 30 days prior written notice.Management
fee expenses and management fee payable as of December 31, 2008, 2007 and 2006
are as follows:





(in
      thousands of $)
              2008
              2007
              2006Management
      fee expense
              50
              50
              50Management
      fee payable
              21
              21
              21





F-12








SIGNATURES







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







Golden
      State Petro (IOM I-B) PLC/s/  Kate
      BlankenshipKate
      BlankenshipDirector





Date:
April 22, 2009