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

                                    FORM 20-F
 (Mark One)
[  ]           REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended December 31, 2005

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

                                       OR

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

For the transition period from
                              -------------------------------------------------
Commission file number          333-26227
                        -------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

                2 Shares of Common Stock, 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

Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
from their obligations under those Sections.

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 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 financial statement item the registrant has elected
to follow:

            Yes [X]                             No  [_]

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).

        Item 17 [_]                        Item 18 [X]



<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE
PART I

Item 1.       Identity of Directors, Senior Management and
              Advisors......................................................1
Item 2.       Offer Statistics and Expected
              Timetable.....................................................1
Item 3.       Key Information...............................................1
Item 4.       Information on the Company....................................5
Item 4A       Unresolved staff comments.....................................17
Item 5.       Operating and Financial Review and
              Prospects.....................................................17
Item 6.       Directors, Senior Management and
              Employees.....................................................20
Item 7.       Major Shareholders and Related Party
              Transactions..................................................21
Item 8.       Financial Information.........................................22
Item 9.       The Offer and Listing.........................................23
Item 10.      Additional Information........................................23
Item 11.      Quantitative and Qualitative Disclosures about Market
              Risk..........................................................24
Item 12.      Description of Securities Other Than Equity
              Securities....................................................25

PART II

Item 13.      Defaults, Dividend Arrearages and
              Delinquencies.................................................25
Item 14.      Material Modifications to the Rights of Security Holders
              and Use of Proceeds...........................................25
Item 15.      Controls and Procedures.......................................26
Item 16.      Reserved......................................................26
Item 16A.     Audit Committee Financial Expert..............................26
Item 16B.     Code of Ethics................................................26
Item 16C.     Principal Accountant Fees and services........................27
Item 16D.     Exemptions From the Listing Standards For
              Audit Committees..............................................27
Item 16E.     Purchases of Equity securities by the Issuer and Affiliated
              Purchasers....................................................27

PART III

Item 17.      Financial
              Statements....................................................28
Item 18.      Financial
              Statements....................................................28
Item 19.      Exhibits......................................................II-1


<PAGE>



            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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



<PAGE>
                                     PART I


ITEM 1.    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2.    OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3.    KEY INFORMATION

A. SELECTED FINANCIAL DATA

The  selected  income  statement  data of the Company with respect to the fiscal
years ended  December 31, 2005,  2004 and 2003,  and the selected  balance sheet
data with  respect to the fiscal years ended  December  31, 2005 and 2004,  have
been derived from the Company's Financial  Statements included herein and should
be read in conjunction with such statements and the notes thereto.  The selected
income  statement  data with respect to the fiscal years ended December 31, 2002
and 2001 and the  selected  balance  sheet data with respect to the fiscal years
ended  December  31,  2003,  2002  and  2001 has  been  derived  from  financial
statements of the Company not included  herein.  The following table should also
be  read  in  conjunction  with  Item 5  "Operating  and  Financial  Review  and
Prospects" and the Company's  Financial  Statements  and Notes thereto  included
herein. The Company's accounts are maintained in US dollars.


                                           Year Ended December 31,
                             2005        2004        2003       2002      2001
(U.S. Dollars in thousands, except share data)

Statement of operations and retained earnings data;
Total  operating revenues   9,928       9,928      9,928      9,928     9,928
Net income (loss)           1,504       1,199        902        597       355

Per share data:
Dividends per share           -           -           -          -         -

Balance sheet data:
Vessel, net                64,735      67,952     71,169     74,385    77,602
Total Assets               73,233      76,305     79,424     82,580    86,612
Total Short Term Note
  Obligations               4,400       4,450      4,200      3,950     3,700
Total Long Term Note
  Obligations              63,550      67,950     72,400     76,600    80,550
Stockholder's equity
  (deficit)                 3,008      1,504         305      (597)   (1,194)

B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D. RISK FACTORS

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

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

Our vessel is currently operated under a bareboat charter to Chevron Transport
Corporation, which we refer to as Chevron. The 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 charter on the eighth
anniversary of the delivery date of the vessel and has termination options on
each of the four subsequent two-year anniversaries thereof. For the remaining
optional termination dates, Chevron must give us (i) non-binding notice of its
intent to exercise such 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.

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

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

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

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

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

     -    increased refining capacity in the Arabian Gulf area;

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

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

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

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

Because our charter may be terminated  on certain dates  starting in March 2009,
we may  incur  additional  expenses  and  not be able to  recharter  our  vessel
profitably

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

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

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

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

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

The  operation  of tanker  vessels  and  transportation  of crude and  petroleum
products is an extremely competitive business. Competition arises primarily from
other tanker owners, including major oil companies as well as independent tanker
companies,  some  of  whom  have  substantially  greater  resources  than we do.
Competition  for the  transportation  of oil and oil products can be intense and
depends on price,  location,  size, age,  condition and the acceptability of the
tanker and its  operators  to the  charterers.  During the term of our  existing
charter  with  Chevron  we are not  exposed  to the risk  associated  with  this
competition.  At the end of our current  charter  and in the event that  Chevron
terminates the 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.

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

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

We may not have  adequate  insurance  at the end of the  existing  charter or if
Chevron terminates its charter prior to that time

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

We are highly dependent on Chevron and its guarantor

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

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

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

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

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

We are highly leveraged. As of December 31, 2005, we had $67.95 million in total
indebtedness  outstanding and a stockholders' equity of $3.0 million. The degree
to which we are leveraged could have important  consequences  for the holders of
our Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

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


ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

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

Golden State Petroleum Transport  Corporation,  or GSPTC, a Delaware corporation
as an agent for the Company and IOM I-A, issued 8.04% First  Preferred  Mortgage
Term Notes for  $127,100,000,  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 proceeds from the offering and
sale of the Notes allocated to us, were used to fund the  construction of a VLCC
by Samsung  Corporation  and Samsung  Heavy  Industries  Co. Ltd.,  together the
Builders,  under the technical  supervision of the Chevron  Shipping  Company as
agent for Chevron,  which is an  indirect,  wholly-owned  subsidiary  of Chevron
Corporation.  The VLCC, which we refer to as the Vessel,  the "Pheonix  Voyager"
(renamed from the, "J. Bennett Johnston"), 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 eighteen years (the "Initial Charter"). The Vessel
is a double-hulled  carrier of approximately  308,500  deadweight tonnes ("dwt")
and is currently registered under the Bahamian Flag. Chevron's obligations under
the Initial Charter are guaranteed by Chevron Corporation.

We, along with, IOM I-A, and GSPTC are wholly-owned subsidiaries of Golden State
Holdings  I,  Limited,  or GSH,  an Isle of Man holding  company.  Golden  State
Holdings I, Limited is wholly-owned by Independent Tankers Corporation, a Cayman
Islands  company,  or ITC,  which itself is wholly 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.

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 (the  "Indenture
Trustee")  and (v) any other costs and expenses  incidental to the ownership and
chartering  of the  Vessel  that  are to be paid  by us to  fund a debt  service
reserve fund and (b) that the Vessel will be maintained in accordance  with good
commercial  maintenance  practices,  and to arrange  for vessel  management  and
re-marketing  services to be available in case any Initial Charter is terminated
or the Vessel is for any other reason returned to 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 resident in the Isle of Man;
to date we have not  incurred  taxation  on its  income and  should  not,  under
current  law and  practice  in such  jurisdictions,  incur such  taxation in the
future.

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

B. BUSINESS OVERVIEW

Under a management  agreement with each Company, each a "Management  Agreement,"
Frontline provides administrative,  ship management and advisory services to the
Companies as manager,  or Manager.  Pursuant to each Management  Agreement,  the
Manager receives a fee, 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. We believe
that the  Management  Fee will be sufficient to cover our  anticipated  expenses
during the term of the Initial Charter.

Charter Market

The  Initial  Charter

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

If the optional termination date is the first optional termination date, Chevron
must give us (i)  non-binding  notice of its  intent to  exercise  the option at
least twelve 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 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 June 13,
2006,  we had not received any notice of Chevron's  intent to exercise the first
optional termination date of March 15, 2007.

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.
("McQuilling")  and ACM Shipping Limited ("ACM Shipping") have agreed to provide
on a non-exclusive basis remarketing services if Chevron exercises its option to
terminate the Initial Charter for the Vessel.  McQuilling,  established in 1972,
is a leading New York-based ship broker whose  activities  encompass all aspects
of  chartering,   sale  and  purchase,  ship  finance,  demolition  and  project
development.  ACM  Shipping  is a leading  London  shipbroker  which has  strong
relationships  with the major oil  companies.  ACM Shipping has been in the ship
brokerage business since 1982.

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

The International Tanker Market

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

The oil  transportation  industry has historically been subject to regulation by
national authorities and through international  conventions.  Over recent years,
however,  an  environmental  protection  regime has  evolved  which could have a
significant impact on the operations of participants in the industry in the form
of increasingly  more stringent  inspection  requirements,  closer monitoring of
pollution-related  events, and generally higher costs and potential  liabilities
for the owners and operators of tankers.

In order to benefit from economies of scale,  tanker  charterers  will typically
charter the largest  possible  vessel to transport  oil or products,  consistent
with port and canal  dimensional  restrictions  and optimal cargo lot sizes. The
oil tanker fleet is generally  divided  into the  following  five major types of
vessels, based on vessel carrying capacity:

        (i)   ULCC-size range of approximately 320,000 to 450,000 dwt;
        (ii)  VLCC-size range of approximately 200,000 to 320,000 dwt;
        (iii) Suezmax-size range of approximately 120,000 to 200,000 dwt;
        (iv)  Aframax-size range of approximately 60,000 to 120,000 dwt; and
         (v)  small tankers of less than approximately 60,000 dwt.

ULCCs and VLCCs typically  transport crude oil in long-haul trades, such as from
the Arabian Gulf to Rotterdam  via the Cape of Good Hope.  Suezmax  tankers also
engage in long-haul crude oil trades as well as in medium-haul crude oil trades,
such as from West  Africa to the East Coast of the United  States.  Aframax-size
vessels generally engage in both medium-and short-haul trades of less than 1,500
miles  and  carry  crude  oil or  petroleum  products.  Smaller  tankers  mostly
transport petroleum products in short-haul to medium-haul trades.

Charter Rates and the Market for Secondhand Vessels

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

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

        -     demand for oil and oil products;

        -     global and regional economic conditions;

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

        -     changes in seaborne and other transportation patterns, including
              pipelines.

The factors that influence the supply of tanker capacity include:

        -     the number of newbuilding deliveries;

        -     the scrapping rate of older vessels

        -     potential conversion of tankers to other purposes; and

        -     the number of vessels that are out of service.

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

For the third year in a row the tanker market was very profitable,  even if 2005
could not compete with 2004.  The extreme  volatility  witnessed in rates during
2004 was experienced to a smaller extent in 2005. According to industry reports,
the time charter equivalent earnings,  or TCEs, for a modern VLCC ranged between
lows of $24,000 per day and highs of $130,000 in 2005.

The International  Energy Agency ("IEA") reported in their May issue, that world
oil demand in 2005 was 83.59  million  barrels per day  ("mbd"),  an increase of
1.05 mbd over 2004. The Middle East,  China and North America  contributed  with
55% of this increase which is an indicator of their strong economic growth.

Lack of spare oil  production  capacity  drove crude oil prices to about $70 per
barrel  towards the end of the year and dampened the extremely  strong growth in
oil  consumption  of close to 4.0% in 2004 to 1.3% in 2005 according to the IEA.
China  continued  its rapid  economic  growth in 2005 with GDP  increasing  9.8%
though  its  annual  growth in oil demand was down from 15.4% in 2004 to 2.4% in
2005.  The  hurricanes  Katrina  and Rita  which hit the US Gulf in  August  and
September were each among the top five most powerful storms of all time and lead
to damages to production  platforms  which caused  additional  ton-miles for the
last quarter of 2005. It is estimated that hurricanes reduced U.S. production by
0.4 million barrels per day, as an average over the year.  Geopolitical  tension
in Nigeria,  Venezuela,  Iraq, Iran and other parts of the Middle East, seems to
have had limited effect on their production as the OPEC members  increased their
production by 3.2% in 2005 compared to total world supply which increased 1.3%.

The world VLCC fleet  increased by 4.7% in 2005 from 441 vessels to 465 vessels.
Only one VLCC was scrapped during the year while eight were  converted.  A total
of 30 were  delivered  during the year. The total order book for VLCCs was at 92
vessels at the end of 2005, of which 35 were ordered  during the year. The order
book at the year end 2005 for VLCCs represented 19.8% of the existing fleet.

Even  though  spot market  rates have  declined  during the first four months of
2006,  we believe the outlook for the  remainder  of 2006 is positive due to the
continued  growth in oil  consumption  combined with  relatively few deliveries,
combined with an increasing  amount of  conversions  for other  purposes,  which
should lead to a positive demand environment for tankers.

There is no  guarantee  that tanker rates would be  sufficient  to meet the debt
service  required if the  bareboat  charters  entered  into with Chevron are not
terminated.  Spot  market  rates are  volatile  and  generally  linked to global
economic  development and especially demand for oil but also to political events
affecting oil producing countries.

Competition

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

Inspection, Insurance and Regulation

Inspection by Classification Society

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

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

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

Insurance

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

Under the Initial Charter, Chevron is entitled to self-insure against marine and
war risks  relating to the Vessel and against  protections  and indemnity  risks
relating to the Vessel during the term of the Initial Charter and,  accordingly,
purchasers of the Notes cannot rely on the existence of  third-party  insurance.
There can be no assurance  that all risks will be  adequately  insured  against,
that any  particular  loss will be  covered  or that 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  of,   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 the Vessel by Chevron.

Environmental and Other Regulations

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

We believe that the heightened  environmental  and quality concerns of insurance
underwriters,  regulators and  charterers are leading to greater  inspection and
safety  requirements on all vessels and creating an increasing demand for modern
vessels that are able to conform to the  stricter  environmental  standards.  We
maintain  high  operating  standards for our Vessel that  emphasize  operational
safety,  quality maintenance,  continuous training of our crews and officers and
compliance with United States and international and other national regulations.

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

International Maritime Organization

The International Maritime  Organization,  or the IMO (the United Nations agency
for  maritime  safety and the  prevention  of marine  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 relates to 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.  In March 1992,
the IMO adopted  regulations  that set forth pollution  prevention  requirements
applicable to tankers,  which became effective in July 1993. These  regulations,
which  have  been  adopted  by more  than  150  nations,  including  many of the
jurisdiction in which our Vessel  operates,  provide,  in part,  that:

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

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

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

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

o    all tankers are subject to enhanced inspections.

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

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

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

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

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

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

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

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

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

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


Baseline Phase Out Scheme

  Phase Out Date                        Year of Delivery

                        Category 1          Category 2         Category 3
   April 5, 2005   before April 5, 1982          before April 5, 1977
      + 2005       after April 5, 1982      After April 5, 1977 but before
                                                   January 1, 1978
      + 2006                                       1978* and 1979*
      + 2007                                       1980* and 1981*
      + 2008                                            1982*
      + 2009                                            1983*
      + 2010                                        1984* or later
                   + by Anniversary of Delivery Date In Year
                               * subject to CAS


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

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

To soften the  significant  impact  that would  occur if the  approximately  700
tankers  (approximately 67.0 million tons dwt) were to be phased out globally in
2010 as per above,  two  exceptions to the baseline phase out dates were adopted
which  allow  Category 2 and 3 oil  tankers  that have passed the CAS to operate
beyond the 2010 cut-off date as summarized below:

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

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

o    Wing  tanks  having  a width  which  does  not meet  that  required  by the
     International Bulk Chemical Code for type 2 cargo tank location.

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

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

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

In December 2003, the IMO adopted MARPOL Regulation 13H on the prevention of oil
pollution  from oil tankers  when  carrying  heavy  grade oil,  or HGO.  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.

Under MARPOL Regulation 13H, HGO means any of the following:

o    crude oils having a density at 15(0)C higher than 900 kg/m3;

o    fuel oils  having  either a density at 15(0)C  higher  than 900 kg/ m3 or a
     kinematic viscosity at 50(0)C higher than 180 mm2/s;

o    bitumen, tar and their emulsions.

Under MARPOL 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 15(0)C
higher  than 900  kg/m3  but lower  than 945  kg/m3,  that  conform  to  certain
technical  specifications and, in the opinion of the such 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 the such 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 IMO has also negotiated international  conventions that impose liability for
oil pollution in international  waters and a signatory's  territorial waters. In
September 1997, the IMO adopted Annex VI to the International Convention for the
Prevention of Pollution from Ships to address air pollution from ships. Annex VI
was ratified in May 2004, and became effective in May 2005. Annex VI sets limits
on sulfur oxide and nitrogen  oxide  emissions  from ship exhausts and prohibits
deliberate   emissions   of  ozone   depleting   substances,   such  as  halons,
chlorofluorocarbons,  emissions  of  volatile  compounds  from  cargo  tanks and
prohibition  of shipboard  incineration  of specific  substances.  Annex VI also
includes a global cap on the sulfur  content of fuel oil and allows for  special
areas to be  established  with more  stringent  controls  on  sulfur  emissions.
Compliance with these  regulations  could require the  installation of expensive
emission  control  systems  and could  have an adverse  financial  impact on the
operation of our Vessel. Additional or new conventions, laws and regulations may
be adopted that could adversely affect our ability to manage our Vessel.

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

The  ISM  Code  requires  that  vessel  operators  obtain  a  safety  management
certificate for each vessel they operate.  This certificate evidences compliance
by a vessel's  management  with ISM Code  requirements  for a safety  management
system. No vessel can obtain a certificate unless its manager has been awarded a
Document of  Compliance,  issued by each flag state,  under the ISM Code. All of
our vessels and their  operators  have  received ISM  certification.  Chevron is
required  to  renew  these   documents  of  compliance  and  safety   management
certificates annually.

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

The IMO continues to review and introduce new  regulations.  It is impossible to
predict what additional  regulations,  if any, may be passed by the IMO and what
effect, if any, such regulations might have on the operation of oil tankers.

United  States  Oil  Pollution  Act  of  1990  and  Comprehensive  Environmental
Response, Compensation and Liability Act of 1980

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

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

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

OPA limits the  liability  of  responsible  parties to the greater of $1,200 per
gross ton or $10.0  million per tanker that is over 3,000 gross tons (subject to
possible adjustment for inflation).  Under a recently proposed legislation,  OPA
liability  limits will be increased,  when such  legislation is enacted,  to the
greater of $1,900 per gross ton or $16.0  million  per tanker that is over 3,000
gross tons per discharge (subject to possible adjustment for inflation). The act
specifically  permits  individual  states to impose their own liability  regimes
with regard to oil pollution  incidents  occurring within their boundaries,  and
some states have enacted  legislation  providing  for  unlimited  liability  for
discharge of  pollutants  within their waters.  In some cases,  states that have
enacted this type of legislation  have not yet issued  implementing  regulations
defining tanker owners' responsibilities under these laws.

CERCLA,  which  applies to owners and  operators of tankers,  contains a similar
liability  regime and provides  for cleanup and removal of hazardous  substances
and for  natural  resource  damages.  Liability  under  CERCLA is limited to the
greater of $300 per gross ton or $5.0 million.  These limits of liability do not
apply,  however,  where the incident is caused by violation of applicable United
States  federal  safety,  construction  or  operating  regulations,  or  by  the
responsible  party's gross negligence or wilful misconduct.  These limits do not
apply if the  responsible  party  fails or refuses to report the  incident or to
co-operate and assist in connection with the substance removal  activities.  OPA
and CERCLA  each  preserve  the right to recover  damages  under  existing  law,
including maritime tort law.

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

Operators,  such as Chevron in the case of our  Vessel,  are  required to insure
their vessels with  pollution  liability  insurance in the maximum  commercially
available amount of $1.0 billion any one incident or occurrence.  A catastrophic
spill could exceed the insurance coverage available,  in which event there could
be a material adverse effect on our business.

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

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

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

o    describe crew training and drills; and

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

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

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

Other U.S. Environmental Requirements

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 U.S. Environmental Protection Agency, or
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.  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. Although a risk exists that new regulations could require significant
capital expenditures and otherwise increase our costs, we believe,  based on the
regulations   that  have  been  proposed  to  date,  that  no  material  capital
expenditures  beyond those currently  contemplated  and no material  increase in
costs are likely to be required.

The Clean Water Act (the "CWA")  prohibits  the  discharge  of oil or  hazardous
substances  into navigable  waters 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. State laws for the
control  of  water   pollution  also  provide   varying   civil,   criminal  and
administrative  penalties  in the case of a discharge  of petroleum or hazardous
materials into state waters.  The CWA complements  the remedies  available under
the more recent OPA and CERCLA,  discussed above.  Under current  regulations of
the EPA,  vessels are not  required to obtain CWA permits for the  discharge  of
ballast water in U.S. ports. However, as a result of a recent U.S. federal court
decision,  vessel owners and operators may be required to obtain CWA permits for
the discharge of ballast  water,  or they will face  penalties for failing to do
so. Although the EPA is likely to appeal this decision,  we do not know how this
matter  is  likely  to be  resolved  and we  cannot  assure  you that any  costs
associated with compliance with the CWA's  permitting  requirements  will not be
material to our results of operations.

The 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 ships in foreign  ports.  NISA  established a ballast
water management program for ships entering U.S. waters.  Under NISA,  mid-ocean
ballast  water  exchange  is  voluntary,  except for ships  heading to the Great
Lakes,  Hudson Bay, or vessels  engaged in the foreign  export of Alaskan  North
Slope crude oil. However,  NISA's exporting and record-keeping  requirements are
mandatory for vessels bound for any port in the United States.  Although ballast
water  exchange is the primary  means of compliance  with the act's  guidelines,
compliance  can also be achieved  through the retention of ballast water onboard
the  ship,  or the  use  of  environmentally  sound  alternative  ballast  water
management  methods  approved by the U.S. Coast Guard. If the mid-ocean  ballast
exchange is made mandatory  throughout the United States,  or if water treatment
requirements or options are instituted,  the costs of compliance  could increase
for ocean carriers.

Our operations  occasionally generate and require the transportation,  treatment
and disposal of both hazardous and non-hazardous  wastes that are subject to the
requirements of the U.S.  Resource  Conservation  and Recovery Act 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
might still be liable for clean up costs under applicable laws.

Our Vessel  currently carry cargoes to U.S. waters regularly and we believe that
it is suitable to meet OPA and other U.S. environmental requirements and that it
would also qualify for trade if chartered to serve U.S. ports.

European Union Tanker Restrictions

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

International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party to these  Conventions,  many countries
ratified and followed the liability system adopted by the IMO and originally set
out in the International  Convention on Civil Liability for Oil Pollution Damage
of 1969 and the Convention for the  Establishment of an  International  Fund for
Oil Pollution of 1971. This  international  oil pollution regime was modified in
1992 by two  Protocols.  The  amended  Conventions  are known as the 1992  Civil
Liability Convention and the 1992 Fund Convention.  The 1992 Conventions entered
into  force  on May 30,  1996.  Due to a  number  of  denunciations  of the 1971
Convention this Convention ceased to be in force on May 24, 2004. A large number
of States have also  denounced the 1969 Civil  Liability  Convention and as more
States do so its importance is  increasingly  diminishing.  Under the 1992 Civil
Liability  Convention,  a vessel's  registered  owner is strictly liable for oil
pollution damage caused in the territory, territorial seas or exclusive economic
zone of a  contracting  state by  discharge  of  persistent  oil from a  tanker,
subject to certain complete defenses. The 1992 Fund established by the 1992 Fund
Convention pays  compensation to those suffering oil pollution damage in a State
party to the 1992 Fund Convention who did not obtain full compensation under the
1992 Civil Liability  Convention.  This would normally apply where the shipowner
has a defense under the 1992 Civil  Liability  Convention or the damage  exceeds
the shipowner's liability under that Convention.  Under an amendment that became
effective on November 1, 2003,  liability  limits under the 1992 Civil Liability
Convention  were  increased by over 50%.  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 SDR 4,510,000 (approximately $6.7 million) plus SDR
631  (approximately  $932) for each additional gross ton over 5,000. For vessels
of over  140,000  gross  tons,  liability  will  be  limited  to SDR  89,770,000
(approximately $132.7 million).  Also with effect from the same date the maximum
amount payable by the 1992 Fund  increased  from SDR 135 million  (approximately
$199.5 million) to SDR 203million  (approximately $300.0 million).  The right to
limit liability is forfeited under the 1992 Civil Liability  Convention if it is
proved that the pollution  damage resulted from the shipowner's  personal act or
omission, committed with the intent to cause such damage, or recklessly and with
knowledge that such damage would probably result. Vessels trading to States that
are parties to the 1992 Civil  Liability  Convention  must  provide  evidence of
insurance  covering the  liability  of the owner.  On March 2005 a third tier of
compensation  was  established  by  means of a  Supplementary  Fund.  This  Fund
provides  additional   compensation  to  that  available  under  the  1992  Fund
Convention for pollution damage in States that are members of the  Supplementary
Fund.  The amount  available  is SDR 750 million  (approximately  $1.1  billion)
including the costs payable under the 1992 Civil  Liability  Convention  and the
1992  Fund  Convention,  SDR 203  million  (approximately  $300.0  million).  In
jurisdictions  where the 1992 Civil  Liability  Convention has not been adopted,
various  legislative  schemes  govern or common law  applies,  and  liability is
imposed  either  on the  basis  of  fault  or in a  manner  similar  to the 1992
Convention.  We believe that our P&I insurance covers  liabilities  either under
the  international oil pollution schemes or under local regimes like for example
the US Oil Pollution Act 1990.

The unit of account in the 1992  Conventions is the Special  Drawing Right (SDR)
as defined by the International Monetary Fund. In this document the SDR has been
converted  into US dollars at the rate of exchange  applicable on May 2, 2006 of
SDR 1 = USD 1.477760.

Vessel Security Regulations

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

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

o    on-board installation of ship security alert systems;

o    the development of vessel security plans; and

o    compliance with flag state security certification requirements.

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

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  Frontline  Ltd,  a Bermuda
company  whose  shares are listed on the New York Stock  Exchange,  London Stock
Exchange and Oslo Stock Exchange.

The Company does not have any subsidiaries.

D. PROPERTY, PLANTS AND EQUIPMENT

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

ITEM 4A. UNRESOLVED STAFF COMMENTS

None

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

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

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

Between the Closing Date and the  delivery  date of its Vessel,  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 was delivered to Chevron.

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

Critical Accounting Policies

Our  principal  accounting  policies are  described  in Note 2 to the  financial
statements,  which is included in Item 18 of this Form 20-F.  The most  critical
accounting  policies which are considered to involve a higher degree of judgment
in their application include:

Vessels and Depreciation

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

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

Recently  Issued  Accounting  Standards and Securities  and Exchange  Commission
Rules

There are no recently issued  accounting  standards that would have an impact on
our results.

Results of Operations

Year ended December 31, 2005 compared with the year ended December 31, 2004

(amounts in US$ thousands)            2005          2004
Charter income                       9,928         9,928
Interest income                        325           320
Interest expense                     5,436         5,737

Our Vessel is chartered to Chevron on an eighteen  year charter  which  provides
for a daily rate of hire of  $27,199  per day for the first  eight  years of the
charter.  As such,  charter  income for 2005 and 2004 has been  constant at $9.9
million for both years.

Interest  income earned for the year ended December 31, 2005 is higher than 2004
as a result of higher average cash balances in the year.

The decrease in interest expense in 2005 compared with 2004 is due to a decrease
in the principal  debt  outstanding as $4.45 million Serial Notes were repaid in
February 2005.

Year ended December 31, 2004 compared with the year ended December 31, 2003

(amounts in US$ thousands)            2004          2003
Charter income                       9,928         9,928
Interest income                        320           317
Interest expense                     5,737         6,017

In each of the years ended  December  31, 2004 and 2003,  we earned $9.9 million
charter income, which represents hire for one complete year at a rate of $27,199
per day.

Interest  income earned for the year ended December 31, 2004 is higher than 2003
as a result of higher average cash balances in the year.

The decrease in interest  expense in 2004 is due to a decrease in the  principal
debt  outstanding  as $4.2  million of the Serial  Notes were repaid in February
2004.

Inflation

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

B. LIQUIDITY AND CAPITAL RESOURCES

Our  sources of funds are charter  hire  payments  for the  Vessel,  earnings on
permitted  investments and the proceeds from the sale, if any, of the Vessel. We
do not have,  nor will we have in the  future,  any other  source of capital for
payment of the Notes.

On the Closing Date, we (i) received $89.1 million  reflecting the proceeds from
the sale of the Notes, net of the initial purchaser's  discounts and commissions
and financial  advisory fees, (ii) paid $38.9 million which represents the first
installment of the contract purchase price of its Vessel (iii) paid $0.5 million
in legal, printing,  rating and other fees and expenses and (iv) deposited $49.7
million into the Pre-Funding Account.

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

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC

Not Applicable

D. TREND INFORMATION

Our vessel is on a  bareboat  contract  with a daily rate of $27,199  during the
Fixed Period.  The rate is $28,500 after the fixed period, if the charter is not
terminated.  We have not received  notice of  termination  of the charter on the
first  optional  termination  date of 15 March 2007 and the charter  income will
remain  stable until March 2009.  Interest  payable on the Serial and Term Loans
financing  the ship will remain  fixed as the  principal  is repaid,  due to the
fixed interest rates on the Notes.


E. OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off balance sheet arrangements.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

At  December  31  2005,  we  had  the  following  contractual   obligations  and
commitments:


                              Payment due by period

-----------------------------------------------------------------------------
Contractual          Less Than 1    1 to 3 Years     3 to 5 Years  More than
Obligation           Year                                          5 Years
-----------------------------------------------------------------------------
(In thousands of $)
-----------------------------------------------------------------------------
Serial Notes - 6.85%     4,400               -             -               -
-----------------------------------------------------------------------------
Term Note - 8.04%           -            2,920         6,580          54,050
-----------------------------------------------------------------------------

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

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


Name              Age         Position with the Company

Andrew James Baker      47          Secretary
Kate Blankenship        41          Director
John Michael Killip     62          Director
Tor Olav Troim          43          Director

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

Kate  Blankenship:  Mrs.  Blankenship  has been a director of Golden State Petro
(IOM I-B) PLC since November 1, 1998. She has been Chief Accounting  Officer and
Company  Secretary of Frontline  and  resigned  from these  positions in October
2005, and since 2003 she has been a director of Frontline. Mrs. Blankenship also
serves as a director of Ship Finance  International  Limited,  a Bermuda company
listed on the New York Stock Exchange and Golden Ocean Group Limited,  a Bermuda
company  listed on the Oslo  Stock  Exchange.  Mrs.  Blankenship  has been Chief
Financial  Officer  of  Knightsbridge,  a Bermuda  company  listed on the Nasdaq
National Market,  since April 2000 and Secretary of Knightsbridge since December
2000.  Mrs.  Blankenship  has been a director  of Golar LNG  Limited,  a Bermuda
company  listed on the Nasdaq  National  Market and Oslo Stock  Exchange,  since
2003.  She is a member of the Institute of Chartered  Accountants in England and
Wales.

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

Tor Olav Troim:  Mr.  Troim has been a director of Golden  State Petro (IOM I-B)
PLC since  November  1,  1998.  He has been  Vice-President  and a  director  of
Frontline  since  November 3, 1997. He previously  served as Deputy  Chairman of
Frontline  from July 4, 1997.  Mr. Troim also serves as Chairman of Ship Finance
International Limited, and since May 2000, has been a director and Vice-Chairman
of  Knightsbridge  Tankers  Limited.  He is a director  of Aktiv  Inkasso  ASA a
Norwegian Oslo Stock Exchange listed company and Golden Ocean Group Limited. Mr.
Troim has served as a director of Golar LNG Limited since May 2001. Prior to his
service with Frontline, from January 1992, Mr. Troim served as Managing Director
and a member of the Board of Directors of DNO AS, a Norwegian oil company.


B. COMPENSATION

During 2005,  we paid our  directors  and  officers  aggregate  compensation  of
(pound)750.

C. BOARD PRACTICES

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

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

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

D. EMPLOYEES

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

Under  a   Management   Agreement   with  each   Company,   Frontline   provides
administrative,  ship  management  and  advisory  services to the  Companies  as
Manager.   Pursuant  to  each  Management  Agreement,  the  Manager  receives  a
Management  Fee of $50,000 per year per  Vessel.  All costs of  maintaining  the
corporate status of the Company,  accounting and auditing fees and other related
costs are payable by the Manager from the Management  Fee. The Management Fee is
payable semi-annually. See Item 7B below.

E. SHARE OWNERSHIP

At June 20, 2006,  none of the  directors  or officers of the Company  owned any
common shares of the Company.


ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Except as set forth below,  the Registrant is not aware of any beneficial  owner
of more than 5% of the  Company's  Common  Stock as of close of business on June
13, 2006.

                             Beneficial Ownership


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

     Common Shares        Frontline Ltd(1)          2                 100%


(1)  The issued and  outstanding  shares of the Company are owned by GSH. All of
     the  issued  and  outstanding  shares of GSH are  owned by ITC.  All of the
     issued and outstanding shares of ITC are owned by Frontline.

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

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

B.  RELATED PARTY TRANSACTIONS

Pursuant  to  the  Management  Agreement  between  the  Company  and  Frontline,
Frontline  provides  administrative,  management  and  advisory  services to the
Company  at an  annual  fee of  $50,000,  payable  semi-annually.  All  cost  of
administering  the Company are payable by Frontline from the Management Fee. The
Management agreement is effective until termination by either party upon 30 days
prior written  notice.  Management  fee expenses and  management fee payable for
each of the years ended December 31, 2005, 2004, and 2003 were as follows:


                                        2005    2004    2003
Management fee expenses               50,000  50,000  50,000
Management fee payable                20,833  20,833  20,833


C.  INTERESTS OF EXPERTS AND COUNSEL

Not Applicable


ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

The Company does not pay dividends.

B. SIGNIFICANT CHANGES

Not Applicable


ITEM 9.  THE OFFER AND LISTING

A. OFFER AND LISTING

None

C. MARKETS

The Notes do not trade on an organized exchange.


ITEM 10.  ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

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

C. MATERIAL CONTRACTS

None

D. EXCHANGE CONTROLS

The Company was registered  under the Isle of Man Income Tax (Exempt  Companies)
Act 1994 (the "Exempt  Companies Act") in May 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 share of common stock.

E. TAXATION

Isle of Man

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

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

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

F. DIVIDENDS AND PAYING AGENTS

Not Applicable

G. STATEMENT BY EXPERTS

Not Applicable

H. DOCUMENTS ON DISPLAY

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended.  In accordance with these requirements we file
reports and other information with the Securities and Exchange Commission. These
materials,  including  this annual report and the  accompanying  exhibits may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 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 SEC maintains a website  (http://www.sec.gov.) that contains reports,
proxy and information  statements and other  information  regarding  registrants
that file  electronically  with the SEC. In addition,  documents  referred to in
this annual report may be inspected at the office of the Manager at Par-la-Ville
Place 4th Floor,  14  Par-la-Ville  Road,  Hamilton,  Bermuda 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,
      2005 is as follows:

      i)   Serial Notes
      The outstanding Serial Note bear interest at 6.85%. Interest is payable
      semi-annually on February 1 and August 1. The last principal repayment was
      settled on February 1, 2006.

      The outstanding Serial Note has the following characteristics:

Maturity date                              Interest rate           Principal
-------------
February 1, 2006                           6.85%                   4,400,000
                                                             ---------------
                                                             $     4,400,000

As of December 31, 2005,  and 2004 the average  effective  interest rate for the
Serial Notes was 6.85% and 6.83%, respectively.

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

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

      Sinking fund redemption amounts and final principal payment

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

(b)   Qualitative information about market risk
      The Company was organized solely for the purpose of acquiring and
      chartering the Vessel using the proceeds of the Term Notes and the Serial
      Notes allocated to the Company by GSPTC.


ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

                                     PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.


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

None.
ITEM 15.  CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

     As of the balance  sheet  date,  we carried  out an  evaluation,  under the
     supervision and with the participation of our Manager, Frontline, including
     our President and Principal  Financial Officer, of the effectiveness of the
     design and operation of our disclosure  controls and procedures pursuant to
     Exchange Act Rule 13a-14.  Based upon that  evaluation,  the  President and
     Principal  Financial  Officer  concluded that our  disclosure  controls and
     procedures  are effective in alerting  them timely to material  information
     relating to us required to be included in our periodic SEC filings.

(b)  Changes in internal controls

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


ITEM 16.   RESERVED

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

Our equity is  neither  listed nor  publicly  traded.  The equity is held by one
beneficial  holder. Our obligations toward our bondholders are set out in detail
in  covenants  contained  in the  Indenture  for their  Notes.  Accordingly  the
Company's  Board of Directors  has  determined  that the role played by an audit
committee  would have no  applicability  to the Company and the Company does not
have any Audit Committee.  The functions of the Audit Committee are preformed by
the full Board of Directors.

ITEM 16B.  CODE OF ETHICS

Our equity is  neither  listed nor  publicly  traded.  The equity is held by one
beneficial  holder. Our obligations toward its bondholders are set out in detail
in covenants  contained in the Indenture for their Notes.  Accordingly our Board
of Directors has determined  that the role played by a code of ethics would have
no applicability to us and we have not adopted a Code of Ethics.

ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees

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

           Fiscal year ended December 31, 2005         $ 18,000
           Fiscal year ended December 31, 2004         $ 15,370

(b)  Audit-Related Fees

For the  fiscal  years  ended  December  31,  2005 and 2004,  there have been no
assurance and related services rendered by the principal  accountant  related to
the  performance  of the audit or review of the Company's  financial  statements
which have not been reported under Audit Fees above.

(c)  Tax Fees

For the  fiscal  years  ended  December  31,  2005 and 2004,  there have been no
aggregate  fees  billed for  professional  services  rendered  by the  principal
accountant for tax compliance, tax advice and tax planning.

(d)  All Other Fees

For the  fiscal  years  ended  December  31,  2005 and 2004,  there have been no
aggregate  fees  billed for  professional  services  rendered  by the  principal
accountant for services other than Audit Fees,  Audit-Related  Fees and Tax Fees
set forth above.

The Company's Board of Directors has assigned  responsibility for the engagement
of the auditors to the Company's manager.


ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not Applicable

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not Applicable


<PAGE>
                                    PART III

ITEM 17.  FINANCIAL STATEMENTS

Not Applicable

ITEM 18.  FINANCIAL STATEMENTS

The  following  financial  statements  listed  below  and set forth on pages F-1
through F-11 together with the report of Grant  Thornton LLP thereon,  are filed
as part of this annual report:

Index to Financial Statements

Report of Independent Registered Public Accounting Firm              F-1

Balance Sheets at December 31, 2005 and 2004                         F-2

Statements of Operations and Retained Earnings (Accumulated
Deficit) for the Years Ended December 31, 2005, 2004 and 2003        F-3

Statements of Cash Flows for the Years Ended
December 31, 2005, 2004 and 2003                                     F-4

Notes to Financial Statements                                        F-5

<PAGE>
Report of Independent Registered Public Accounting Firm


To the Board of Directors
Golden State Petroleum Transport Corporation


We have audited the accompanying  balance sheets of Golden State Petro (IOM I-B)
PLC (a company  incorporated  in the Isle of Man), a wholly-owned  subsidiary of
Golden State  Holdings I,  Limited,  as of December  31, 2005 and 2004,  and the
related statements of operations and retained  earnings,  and cash flows for the
years ended December 31, 2005, 2004 and 2003. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the  Company's  internal  control over  financial  reporting.  An audit
includes  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Company's internal control over financial reporting.  Accordingly, we express no
such opinion. An audit includes examining,  on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Golden State Petro (IOM I-B)
PLC at December  31, 2005 and 2004,  and the results of its  operations  and its
cash flows for the years ended  December 31, 2005,  2004 and 2003 in  conformity
with accounting principles generally accepted in the United States of America.



Grant Thornton LLP



New York, New York
June 22, 2006


<PAGE>
Golden State Petro (IOM-B) plc
Statements of Operations and Retained Earnings for the years ended December 31,
2005, 2004 and 2003 (in thousands of US$)

                                                       2005      2004     2003
Operating revenues
    Charter revenues                                  9,928     9,928    9,928
-------------------------------------------------------------------------------
    Total operating revenues                          9,928     9,928    9,928

Operating expenses
    Administrative expenses                              56        55       55
    Depreciation                                      3,217     3,217    3,217
-------------------------------------------------------------------------------
    Total operating expenses                          3,273     3,272    3,272
-------------------------------------------------------------------------------
Net operating income                                  6,655     6,656    6,656
-------------------------------------------------------------------------------
Other operating income (expenses)
    Interest income                                     325       320      317
    Interest expense                                (5,436)   (5,737)  (6,017)
    Other financial items                              (40)      (40)     (54)
-------------------------------------------------------------------------------
    Net other expenses                                5,151     5,457    5,754
-------------------------------------------------------------------------------
Net income                                            1,504     1,199      902

Retained earnings  (accumulated  deficit) at          1,504       305    (597)
the start of year
-------------------------------------------------------------------------------
Retained earnings at the end of year                  3,008     1,504      305
===============================================================================

See  accompanying  Notes  to  that  are an  integral  part  of  these  Financial
Statements

<PAGE>

Golden State Petro (IOM-B) plc
Balance Sheets as of December 31, 2005 and 2004
(in thousands of US$)

                                                               2005       2004
ASSETS
Current Assets
    Restricted cash                                           7,981      7,797
-------------------------------------------------------------------------------
Total current assets                                          7,981      7,797
Vessels, net                                                 64,735     67,952
Deferred charges                                                517        556
-------------------------------------------------------------------------------
Total assets                                                 73,233     76,305
===============================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Short-term  debt and  current  portion  of
    long-term debt                                            4,400      4,450
    Accrued expenses                                          2,275      2,401
-------------------------------------------------------------------------------
Total current liabilities                                     6,675      6,851
    Long-term debt                                           63,550     67,950
-------------------------------------------------------------------------------
Total liabilities                                            70,225     74,801
-------------------------------------------------------------------------------


Stockholder's equity
    Common stock: 2 shares of no par value                        -          -
    Retained earnings                                         3,008      1,504
-------------------------------------------------------------------------------
Total stockholder's equity                                    3,008      1,504
-------------------------------------------------------------------------------
Total liabilities and stockholder's equity                   73,233     76,305
===============================================================================

See accompanying Notes to that are an integral part of these Financial
Statements


<PAGE>
Golden State Petro (IOM-B) plc
Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003
(in thousands of US$)

                                                         2005     2004    2003
Net income                                              1,504    1,199     902
    Adjustments to reconcile net income to net cash provided by operating
    activities:
    Depreciation                                        3,217    3,217   3,217
    Amortisation of deferred charges                       40       40      54
Changes in operating assets and liabilities, net of effect of acquisitions:
    Accrued expenses                                    (127)    (119)   (109)
-------------------------------------------------------------------------------
Net cash provided by operating activities               4,634    4,337   4,064
-------------------------------------------------------------------------------

Investing activities
    Maturity (placement) of restricted cash             (184)    (137)   (114)
-------------------------------------------------------------------------------
Net cash  (used in) investing activities                (184)    (137)   (114)
-------------------------------------------------------------------------------

Financing activities
    Repayments of debt                                (4,450)  (4,200) (3,950)
-------------------------------------------------------------------------------
Net cash  (used in) financing activities              (4,450)  (4,200) (3,950)
-------------------------------------------------------------------------------

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                                       5,562    5,854   6,126
===============================================================================

See accompanying Notes to that are an integral part of these 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").

     Golden  State  Petroleum  Transport  Corporation   ("GSPTC"),   a  Delaware
     corporation   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 vessel, 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 its charter on March 15, 2007 and has termination  option on each
     of the four  subsequent  two-year  anniversaries  thereof.  Chevron has not
     exercised the first  termination  option.  Chevron's  obligations under the
     initial charter are guaranteed by Chevron Corporation.

     The Company,  IOM I-A, and GSPTC are  wholly-owned  subsidiaries  of Golden
     State  Holdings I, Limited,  an Isle of Man holding  company.  Golden State
     Holdings I, Limited is wholly-owned by Independent Tankers  Corporation,  a
     Cayman Islands company ("ITC"), which itself is wholly owned Frontline Ltd,
     ("Frontline") a publicly listed Bermuda company.

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.  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  capitalised  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.

     Deferred Charges

     Loan costs,  including debt arrangement fees, are capitalised and amortised
     over the weighted  average life of the Serial and Term Notes  respectively,
     using the effective interest method.

     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, 2005 the amount
     outstanding  on the Notes  was  $134,600,000.  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  recognised  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
     Serial and 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 realised.

3.   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 18% tax on profits  required to be assessed against Isle
     of Man companies.

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

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

4.   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 Account can be used only
     to fund the instalment construction payments, principal and interest due on
     the  Notes  and  management  fees  prior  to the  delivery  of the  Vessel.
     Charterhire  payments  are  being  deposited  into  a  separate  one of the
     Accounts  (the  "Revenue  Account") in the form of a guaranteed  investment
     contract.  The funds in the  Revenue  Account  can be used only to fund the
     principal and interest due on the Notes and management  fees  subsequent to
     the delivery of the Vessel.
<PAGE>
5.   LEASES

     As of  December  31,  2005,  the  Company  leased  its vessel on a bareboat
     charter to Chevron for a term of eighteen  years.  Chevron had an option to
     terminate its charter on March 15, 2007 and has termination options on each
     of the four  subsequent  two-year  anniversaries  thereof.  Chevron has not
     exercised the first termination  option. For each of the remaining optional
     termination  dates Chevron must give the Company (i) non-binding  notice of
     its intent to exercise  such 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.

     The minimum  future  revenues to be received on the bareboat  charter which
     has been accounted for as an operating lease as of December 31, 2005 are as
     follows:


   Year ending December 31,
   (in thousands of $)
   2006                                                                  9,928
   2007                                                                  2,020
   2008                                                                      -
   2009                                                                      -
   2010                                                                      -
   2011 and later                                                            -
   Total minimum lease payments                                         11,948
                                                                     ==========

6.   VESSEL, NET

   (in thousands of $)                                          2005      2004
   Cost                                                       86,716    86,716
   Accumulated depreciation                                 (21,981)  (18,764)
   ----------------------------------------------------------------------------
   Net book value at end of year                              64,735    67,952
   ============================================================================


     Depreciation  expense was $3.2 million for each of the years ended December
     31, 2005, 2004 and 2003 respectively.

7.   DEFERRED CHARGES

     Deferred charges are comprised of expenses  incurred in connection with the
     structuring of the transaction and the issuance of the Notes. Such expenses
     are being amortised over the life of the debt using the effective  interest
     method. The deferred charges are comprised of the following amounts:

   (in thousands of $)                                          2005      2004
   Debt arrangement fees                                       1,233     1,233
   Accumulated amortisation                                    (716)     (677)
   ----------------------------------------------------------------------------
   ----------------------------------------------------------------------------
                                                                 517       556
   ============================================================================


8.    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 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 $)                                         2005       2004

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

      The outstanding debt as of December 31, 2005 is repayable as follows:

   Year ending December 31,
   (in thousands of $)
   2006                                                                  4,400
   2007                                                                      -
   2008                                                                  2,920
   2009                                                                  3,160
   2010                                                                  3,420
   2011 and later                                                       54,050
   ----------------------------------------------------------------------------
   Total debt                                                           67,950
   ============================================================================

     As of December 31, 2005, the effective average interest rate for the Serial
     Notes was 6.85%.

     The Term  Notes are  subject  to  redemption  through  the  operation  of a
     mandatory sinking fund on each payment date commencing  February 1, 2008 up
     to and including August 1, 2018,  according to the schedule of sinking fund
     redemption  payments set forth below.  The sinking fund redemption price is
     100% of the principal  amount of Term Notes being  redeemed,  together with
     accrued  and unpaid  interest  to the date fixed for  redemption.  The Term
     Notes will mature,  and the final  payment of principal and interest on the
     Term Notes will be due, on February 1, 2019. The amortisation schedule will
     approximate  the level of debt service through to the maturity date with an
     additional principal payment on the maturity date of $10,995,000.

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

      Sinking fund redemption amounts and final principal payment

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

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

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

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

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

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

9.    SHARE CAPITAL

   Authorised share capital:

                                                                2005      2004
   2,000 common stock of no par value                          2,000     2,000
   ============================================================================

   Issued and outstanding share capital:

                                                                2005      2004
   2 common stock of no par value                                  2         2
   ============================================================================

10.   FINANCIAL INSTRUMENTS

      Fair Values

     The  carrying  value and  estimate  fair value of the  Company's  financial
     instruments at December 31, 2005 and 2004 are as follows:

                                            2005     2005      2004      2004
   (in thousands of $)                  Carrying Fair     Carrying  Fair
                                           Value    Value     Value     Value
   Restricted cash                         7,981    7,981     7,797     7,797
   Term Notes                             63,550   69,587    63,550    69,508
   Serial Notes                            4,400    4,400     8,850     8,992


     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  mortgage  notes is based on the  quoted
     market price of these or similar notes when available.

     The carrying values of interest payable and other  liabilities  approximate
     fair values due to their relatively short maturities.

      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.

11.   COMMITMENTS AND CONTINGENCIES

    (in thousands of $)                                         2005      2004
    Ship mortgages                                            64,735    67,952
    Restricted bank deposits                                   7,891     7,797
    ---------------------------------------------------------------------------
    ---------------------------------------------------------------------------
                                                              72,626    75,749
    ===========================================================================


12.   RELATED PARTY TRANSACTIONS

     In the years ended December 31, 2005, 2004 and 2003, 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, 2005, 2004, and 2003 are as follows:

                                         2005    2004    2003
Management fee expenses               50,000  50,000  50,000
Management fee payable                20,833  20,833  20,833


<PAGE>

ITEM 19.  EXHIBITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>


12.1      Certification of the Principal Executive Officer

12.2      Certification of the Principal Financial Officer

13.1      Certification of Principal  Executive Officer under Section 906 of the
          Sarbanes-Oxley Act of 2002

13.2      Certification of Principal  Financial Officer under Section 906 of the
          Sarbanes-Oxley Act of 2002

<PAGE>

                                   SIGNATURES

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


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




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

                           Kate Blankenship, Director

                               Date: June 27, 2006