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

                                    FORM 20-F/A

(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, 2003
                         -------------------------------------------------------

                                       OR

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

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

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

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

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

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

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

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

Title of each class                   Name of each exchange on which registered

    None
-------------------                   ------------------------------------------

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

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

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

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

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

               2 Shares of Common Stock, $1.00 par value per share
--------------------------------------------------------------------------------

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

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

Indicate by check mark which financial statement item the registrant has elected
to follow.

          Item 17                 Item 18    X
                 --------                --------


Explanatory Notice
------------------
This amended 20-F is filed to correct a typographical error contained in the
original 20-F filed on the same date hereof.

<PAGE>

                                TABLE OF CONTENTS

                                                                            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                                                     1

Item 4.   Information on the Company                                          5

Item 5.   Operating and Financial Review and Prospects                       12

Item 6.   Directors, Senior Management and Employees                         15

Item 7.   Major Shareholders and Related Party Transactions                  17

Item 8.   Financial Information                                              17

Item 9.   The Offer and Listing                                              18

Item 10.  Additional Information                                             18

Item 11.  Quantitative and Qualitative Disclosures about
          Market Risk                                                        19

Item 12.  Description of Securities Other Than Equity Securities             20

PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies                    20

Item 14.  Material  Modifications  to the  Rights of  Security
          Holders and Use of  Proceeds                                       21

Item 15.  Controls and Procedures                                            21

Item 16.  Reserved

Item 16A. Audit Committee Financial Expert                                   21

Item 16B. Code of Ethics                                                     21

Item 16C. Principal Accountant Fees                                          21

Item 16D. Exemptions From the Listing Standards For
          Audit Committes                                       Not  Applicable

PART III

Item 17.  Financial Statements                                   Not Applicable

Item 18.  Financial Statements                                               23

Item 19.  Exhibits                                                           29
<PAGE>

                  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

<PAGE>

                                     PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The  selected  income  statement  data of the Company with respect to the fiscal
years ended  December 31, 2003,  2002 and 2001,  and the selected  balance sheet
data with  respect to the fiscal years ended  December  31, 2003 and 2002,  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, 2000
and 1999 and the  selected  balance  sheet data with respect to the fiscal years
ended  December  31,  2001,  2000  and  1999 has  been  derived  from  financial
statements of the Company not included  herein.  The following table should also
be  read  in  conjunction  with  Item 5  "Operating  and  Financial  Review  and
Prospects" and the Company's Consolidated Financial Statements and Notes thereto
included herein. The Company's accounts are maintained in US dollars.
<TABLE>
<CAPTION>

                                                             Year Ended
                                   2003          2002          2001         2000         1999
                                   ----------------------------------------------------------

<S>                                 <C>          <C>           <C>          <C>          <C>
(in US$, except share data)
Total revenues                     10,244,782    10,241,155    10,239,436   10,232,819    8,561,623
Net income (loss)                     902,561       597,054       355,092      134,659    (357,487)
Cash dividends per share                                  -             -            -            -

Vessel, net                        71,168,621    74,385,245    77,601,869   80,818,493   84,035,117
Vessel under construction                   -             -             -            -            -
Total Assets                       79,424,186    82,580,413    86,611,641   89,799,484   91,557,744
Total Short Term Note Obligations   4,200,000     3,950,000     3,700,000    3,450,000    2,650,000
Total Long Term Note Obligations   72,400,000    76,600,000    80,550,000   84,250,000   87,700,000
Common Shares                               2             2             2            2            2
Common Shares Outstanding                   2             2             2            2            2
</TABLE>

B.   CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D.   RISK FACTORS

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

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

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

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

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

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

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

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

          -    increased refining capacity in the Arabian Gulf area;

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

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

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

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

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

Golden State Petroleum Transport Corporation, a Delaware corporation as an agent
for the  Company  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 the  Company is  $63,550,000  and  $26,800,000  respectively.  The
proceeds from the offering and sale of the Notes allocated to the Company,  were
used by the Company to fund the construction of its vessel.

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

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

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

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

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

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

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

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

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

We are highly dependent on Chevron Transport Corporation and its guarantor

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

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

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

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

A government  could  requisition for title or seize our vessel.  Requisition for
title occurs when a government  takes control of a vessel and becomes her owner.
Also, a government could  requisition our vessel for hire.  Requisition for hire
occurs when a government  takes control of a vessel and effectively  becomes her
charter at dictated charter rates. Generally, requisitions occur during a period
of 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, 2003, we had $76.6 million in total
indebtedness outstanding and a stockholders' deficit of $0.3 million. The degree
to which we are leveraged could have important  consequences  for the holders of
our Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

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

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 very large
crude oil carrier ("VLCC" or "Vessel").

Golden State Petroleum Transport Corporation  ("GSPTC"),  a Delaware corporation
as an agent for the Company and IOM I-B, issued 8.04% First  Preferred  Mortgage
Term Notes for  $127,100,000  (the "Term  Notes")  and  Serial  First  Preferred
Mortgage Notes for $51,700,000 (the "Serial Notes") (together the "Notes").  The
principal amount of the Term Notes and the Serial Notes allocated to the Company
is $63,550,000 and $26,800,000 respectively.  The proceeds from the offering and
sale of the Notes allocated to the Company, were used by the Company to fund the
construction of a VLCC by Samsung  Corporation and Samsung Heavy  Industries Co.
Ltd.  (together the "Builders")  under the technical  supervision of the Chevron
Shipping  Company  as agent for  Chevron  Transport  Corporation  (the  "Initial
Charterer")   which  is  an  indirect,   wholly-owned   subsidiary   of  Chevron
Corporation.  The Vessel, the "J. Bennett Johnston", was accepted by the Company
under the building  contract on March 15, 1999 and concurrently was delivered to
the Initial Charterer under an initial charter for a term of eighteen years (the
"Initial  Charter").  The J.  Bennett  Johnston  is a  double-hulled  carrier of
approximately  308,500  deadweight  tonnes  ("dwt") and is currently  registered
under the Bahamian  Flag.  The Initial  Charterer has an option to terminate the
charter  on the eighth  anniversary  of the  delivery  date of the  Vessel.  The
Initial  Charterer's  obligations  under the Initial  Charter are  guaranteed by
Chevron Corporation.

The Company,  IOM I-B, and GSPTC are  wholly-owned  subsidiaries of Golden State
Holdings I, Limited,  an Isle of Man holding  company.  Golden State Holdings I,
Limited is wholly-owned  by Independent  Tankers  Corporation,  a Cayman Islands
company ("ITC"), which itself is wholly owned by Frontline Ltd. ("Frontline"), a
Bermuda  company whose shares are listed on the New York,  London and Oslo Stock
Exchanges.

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

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

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

B.   BUSINESS OVERVIEW

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

Charter Market

The Initial Charter

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

Remarketing

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

If the Initial  Charterer elects to terminate the Initial Charter for the Vessel
on the first Optional  Termination Date for the Initial  Charter,  the allocated
principal  amount of the  Notes  for the  Vessel  will be  approximately  $63.55
million.  All of the Serial Notes will have matured on or prior to such date. If
(i) the  Initial  Charterer  elects to  terminate  the  Initial  Charter for the
Vessel,  (ii) an  acceptable  replacement  charter has not been entered into and
(iii) such  Vessel has not been sold,  then in order to make  scheduled  sinking
fund and  interest  payments on the Notes,  if any,  and to pay  estimated  ship
expenses for the related  Vessel,  minimum  bareboat  charter  hire  payments of
approximately $18,569 per day per Vessel, would be required upon recharter.  The
foregoing  charter hire rates would not cover $10,995,000 of the final principal
payment allocated to the Vessel.  The $10,995,000 is less than current estimates
of the  approximate  residual value of the respective  Vessel on the date of the
final  payment.  No assurance  can be given as to the residual or scrap value of
the Vessel on such date of the final  payment and no assurance can be given that
the Manager  would be able to obtain  charters  at the  foregoing  charter  hire
rates.

Charter Rates and the Market for Secondhand Vessels

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

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

          -    demand for oil and oil products;

          -    global and regional economic conditions;

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

          -    changes in seaborne and other transportation patterns

The factors that influence the supply of tanker capacity include:

          -    the number of newbuilding deliveries;

          -    the scrapping rate of older vessels; and

          -    the number of vessels that are out of service.

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

Since the mid-1970s,  during most periods there has been a substantial worldwide
oversupply of crude oil tankers,  including  VLCCs. In addition,  the market for
secondhand  VLCCs has generally been weak since the  mid-1970s.  Notwithstanding
the  aging of the  world  tanker  fleet and the  adoption  of new  environmental
regulations  which  will  result in a  phaseout  of many  single  hull  tankers,
significant deliveries of new VLCCs would adversely affect market conditions.

Competition

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

Inspection, Insurance and Regulation

Inspection by Classification Society

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

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

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

Insurance

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

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

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

Environmental and Other Regulations

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

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

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

Environmental Regulation--IMO.

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

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

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

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

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

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

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

Environmental Regulation--OPA/CERCLA

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

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

          -    natural resource damages and related assessment costs;

          -    real and personal property damages;

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

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

          -    loss of subsistence use of natural resources.

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

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

OPA requires  owners and operators of vessels to establish and maintain with the
Coast Guard evidence of financial responsibility sufficient to meet the limit of
their  potential  strict  liability  under  OPA.  The Coast  Guard  has  enacted
regulations  requiring  evidence of  financial  responsibility  in the amount of
$1,500 per gross ton for tankers,  coupling the OPA  limitation  on liability of
$1,200  per gross ton with the  CERCLA  liability  limit of $300 per gross  ton.
Under the regulations,  evidence of financial responsibility may be demonstrated
by insurance, surety bond, self-insurance or guaranty. Under OPA regulations, an
owner or  operator  of more than one  tanker  will be  required  to  demonstrate
evidence of  financial  responsibility  for the entire  fleet in an amount equal
only to the  financial  responsibility  requirement  of the  tanker  having  the
greatest maximum liability under OPA/CERCLA.

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

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

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

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

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

          -    describe crew training and drills; and

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

Environmental Regulation--Other

Although  the U.S.  is not a party to these  conventions,  many  countries  have
ratified and follow the liability  scheme  adopted by the IMO and set out in the
International  Convention on Civil Liability for Oil Pollution Damage,  1969, or
CLC. Under this convention,  a vessel's  registered owner is strictly liable for
pollution  damage caused in the  territorial  waters of a  contracting  state by
discharge of oil,  subject to some  complete  defenses.  Liability is limited to
approximately  $183 per gross  registered  ton or  approximately  $19.3 million,
whichever is less.  If,  however,  the country in which the damage  results is a
party to the 1992  Protocol  to the CLC,  the maximum  liability  rises to $82.7
million.  The  limit of  liability  is tied to a unit of  account  which  varies
according to a basket of currencies.  The right to limit  liability is forfeited
under the CLC where the spill is caused by the  owner's  actual  fault and under
the 1992  Protocol,  where the spill is caused  by the  owner's  intentional  or
reckless  conduct.  Vessels trading to states which are party to this convention
must provide evidence of insurance  covering the limited liability of the owner.
In jurisdictions where the CLC has not been adopted, various legislative schemes
or common law govern,  and liability is imposed  either on the basis of fault or
in a manner similar to the CLC.

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

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

Proposed EU Regulations

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

The sinking of the oil tanker Erika off the coast of France on December 12, 1999
polluted more than 250 miles of French  coastline with heavy oil.  Following the
spill, the European  Commission  adopted a  "communication  on the safety of oil
transport by sea," also named the "Erika communication."

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

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

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

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

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

C.   ORGANIZATIONAL STRUCTURE

The Company, IOM I-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,  London  and  Oslo  Stock
Exchanges.

The Company does not have any subsidiaries.

D.   PROPERTY, PLANTS AND EQUIPMENT

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

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.   OPERATING RESULTS

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

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

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

The Vessel was accepted by the Company under the Building  Contract on March 15,
1999 and concurrently was delivered to the Initial Charterer.

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

Critical Accounting Policies

The  preparation  of the  Company's  financial  statements  in  accordance  with
accounting  principles  generally  accepted in the United  States  requires that
management  make  estimates and  assumptions  affecting the reported  amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the  reporting  period.  The  following is a discussion  of the
accounting  policies  applied by the Company  that are  considered  to involve a
higher  degree of judgement in their  application.  See Note 2. to the Company's
audited  Financial  Statements and Notes thereto  included herein for details of
all of the Company's material accounting policies.

Vessels and Depreciation

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

The vessels held and used by the Company are reviewed  for  impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.

Recently  Issued  Accounting  Standards and Securities  and Exchange  Commission
Rules

In April 2003, the U.S.  Financial  Accounting  Standards  Board ("FASB") issued
SFAS 149,  "Amendment  of Statement 133 on  Derivative  Instruments  and Hedging
Activities".  SFAS 149 amends SFAS 133,  "Accounting for Derivative  Instruments
and  Hedging  Activities,"  to  provide  clarification  on  the  meaning  of  an
underlying,   the  characteristics  of  a  derivative  that  contains  financing
components  and the meaning of an initial net  investment  that is smaller  than
would be required for other types of contracts  that would be expected to have a
similar  response  to  changes  in  market  factors.  SFAS 149  will be  applied
prospectively and is effective for contracts entered into or modified after June
30, 2003.  Adoption of SFAS 149, effective July 1, 2003, did not have any effect
on the Company's financial statements.

In May  2003,  the FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity".  SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial instruments with characteristics of both liabilities and equity and is
effective for financial  instruments entered into or modified after May 31, 2003
and for all such  instruments on July 1, 2003.  Adoption of SFAS 150,  effective
July 1, 2003, did not have an effect on the Company's financial statements.

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

In December 2003, the FASB published a revision to FIN 46 to clarify some of the
provisions  of  the   interpretation   and  defer  to  the  effective   date  of
implementation  for  certain  entities.  Interpretation  46 does not  affect the
Company's financial statements.

Results of Operations

Year Ended December 31, 2003 compared with the Year Ended December 31, 2002

In the years ended  December  31, 2003 and 2002 the  Company  earned  $9,927,635
charter income, which represents hire for one complete year at a rate of $27,199
per day.  In the year ended  December  31,  2003,  the Company  earned  $317,147
interest  income,  increased  from  $313,520 in 2002 due to higher  average cash
balances throughout the period.

Interest  expense was  $6,016,798 in 2003 compared with  $6,276,331 in 2002, the
decrease being due to the repayment of $3,950,000 of Serial Notes on February 1,
2003.

In each of the years ended  December 31, 2003 and 2002  depreciation  expense of
$3,216,624 represents one year's charge.

Net income was  $902,561 for the period ended  December 31, 2003  compared  with
$597,054 in 2002.

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

In the year ended  December  31,  2002 the  Company  earned  $9,927,635  charter
income,  which  represents  hire for one complete  year at a rate of $27,199 per
day. In the year ended December 31, 2002, the Company earned  $313,520  interest
income,  increased  from  $311,801 in 2001 due to higher  average cash  balances
throughout the period.

Interest  expense was  $6,276,331 in 2002 compared with  $6,517,074 in 2001, the
decrease being due to the repayment of $3,450,000 of Serial Notes on February 1,
2002.

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

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

Inflation

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

B.   LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

The foregoing determination assumes that amounts remaining in the trust accounts
will be invested in permitted investments that will provide a return of 7.0% per
annum compounded  monthly for funds on deposit in the Pre-Funding  Account and a
return of 6.0% per annum compounded  monthly for funds on deposit in the revenue
account and the debt  service  reserve  fund.  On the Closing  Date,  guaranteed
investment contracts for funds on deposit in the Pre-Funding Account and revenue
account (until the latest  maturity date of the Serial Note) rated at least "Aa"
or "AA" by Moody's or Standard & Poor's,  respectively,  were  available with at
least the assumed annual rate of return and the Company believes that guaranteed
investment  contracts for certain  funds on deposit with the  Indenture  Trustee
other than in the  Pre-Funding  Account or the revenue account (until the latest
maturity  date of the Serial  Notes) rated at least "A" by Moody's or Standard &
Poor's will be  available  with at least the  assumed  annual rate of return for
such amounts until the latest  maturity date of the Term Notes.  The annual rate
of return on permitted  investments of amounts remaining in any trust account on
or after August 1, 2014 cannot be predicted.

C.   RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC

Not Applicable

D.   TREND INFORMATION

Not Applicable

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.   DIRECTORS AND SENIOR MANAGEMENT

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

Name                       Age           Position with the Company
----                       ---           -------------------------

Andrew James Baker         45            Secretary
Kate Blankenship           39            Director
John Michael Killip        60            Director
Tor Olav Tr0im             41            Director

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

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

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

Tor Olav Tr0im:  Mr.  Tr0im has been a director of Golden  State Petro (IOM I-B)
PLC since  November 1, 1998.  Mr. Tr0im has been a director of  Frontline  since
July 1, 1996.  He is a director of Aktiv  Inkasso ASA and Northern Oil ASA, both
Norwegian Oslo Stock  Exchange  listed  companies and Northern  Offshore Ltd., a
Bermuda company listed on the Oslo Stock Exchange.  From January 1992, Mr. Tr0im
served as Managing  Director and a member of the Board of Directors of DNO AS, a
Norwegian  oil  company.  Since May 2000,  Mr.  Tr0im  has been a  director  and
Vice-Chairman  of  Knightsbridge  Tankers Ltd, a Bermuda  company  listed on the
NASDAQ  Exchange.  Mr.  Tr0im has served as a director of Golar LNG  Limited,  a
Bermuda company listed on the NASDAQ and Oslo Stock Exchanges since May 2001.

B.   COMPENSATION

During 2003, the Company paid its directors and officers aggregate  compensation
of (pound)750.

C.   BOARD PRACTICES

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

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

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

D.   EMPLOYEES

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

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

E.   SHARE OWNERSHIP

At May 31,  2003,  none of the  directors  or officers of the Company  owned any
common shares of the Company.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.   MAJOR SHAREHOLDERS

Except as set forth below,  the Registrant is not aware of any beneficial  owner
of more than 5% of the Company's Common Stock as of close of business on May 31,
2003.

                              Beneficial Ownership

                     Name and
Class                address of                 Number            Percent
of Shares            Beneficial Owners          of 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 Ltd., a Bermuda
     company  whose  shares  are  listed on the New York,  London and Oslo Stock
     Exchanges.

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

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

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

B.   RELATED PARTY TRANSACTIONS

Pursuant to the  Management  Agreement  between the  Company and  Frontline,  an
affiliate of the Company,  the Manager provides  administrative,  management and
advisory  services  to  the  Company  at  an  annual  fee  of  $50,000,  payable
semi-annually. All costs of administering the Company are payable by the Manager
from the Management Fee. The Management agreement is effective until termination
by either party upon 30 days prior written  notice.  Management fee expenses and
management fee payable for each of the years ended December 31, 2003,  2002, and
2001 were $50,000 and $20,833, respectively.

C.   INTERESTS OF EXPERTS AND COUNSEL

Not Applicable

ITEM 8. FINANCIAL INFORMATION

A.   CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 18.

Legal Proceedings

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

Dividend Policy

The Company does not pay dividends.

B.   SIGNIFICANT CHANGES

Not Applicable

ITEM 9. THE OFFER AND LISTING

Not applicable.

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

ITEM 10. ADDITIONAL INFORMATION

A.   SHARE CAPITAL

Not Applicable

B.   MEMORANDUM AND ARTICLES OF ASSOCIATION

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

C.   MATERIAL CONTRACTS

Not Applicable

D.   EXCHANGE CONTROLS

Not Applicable

E.   TAXATION

Isle of Man

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

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

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

F.   DIVIDENDS AND PAYING AGENTS

Not Applicable

G.   STATEMENT BY EXPERTS

Not Applicable

H.   DOCUMENTS ON DISPLAY

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended.  In accordance with these requirements we file
reports and other information with the Securities and Exchange Commission. These
materials,  including  this annual report and the  accompanying  exhibits may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 and at
500 West  Madison  Street,  Suite 1400,  Northwestern  Atrium  Center,  Chicago,
Illinois  60661.  You may  obtain  information  on the  operation  of the public
reference  room by  calling  1 (800)  SEC-0330,  and you may  obtain  copies  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  in  Washington,  D.C.  20549.  The SEC  maintains  a  website
(http://www.sec.gov.)  that contains reports,  proxy and information  statements
and other information  regarding  registrants that file  electronically with the
SEC. In addition,  documents  referred to in this annual report may be inspected
at the office of the Manager at Par-la-Ville  Place,  4th Floor, 14 Par-la-Ville
Road, Hamilton, Bermuda.

I.   SUBSIDIARY INFORMATION

Not Applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)  Quantitative information about market risk

     Quantitative information about market risk instruments at December 31, 2003
     is as follows:

     i) Serial Notes

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

     The outstanding Serial Notes have the following characteristics:

Maturity date                          Interest rate             Principal
-------------                          -------------             ---------

February 1, 2004                       6.70%                     4,200,000
February 1, 2005                       6.80%                     4,450,000
February 1, 2006                       6.85%                     4,400,000
                                                                ----------
                                                               $13,050,000

     As of December  31,  2003,  and 2002 the  effective  interest  rate for the
     Serial Notes was 6.786% and 6.745%.

     ii) Term Notes

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

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

     Sinking fund redemption amounts and final principal payment

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

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

(b)  Qualitative information about market risk

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

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

Not Applicable

ITEM 15. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

     As of December 31, 2003, the Company  carried out an  evaluation,  with the
     assistance of the Manager, of the effectiveness of the design and operation
     of the Company's  disclosure  controls and procedures  pursuant to Exchange
     Act Rule  13a-14.  Based  upon that  evaluation,  the  principal  executive
     officers and  principal  financial  officers  concluded  that the Company's
     disclosure controls and procedures are effective in alerting them timely to
     material information relating to the Company required to be included in the
     Company's periodic SEC filings.

(d)  Changes in internal controls

     There have been no changes in internal  controls over  financial  reporting
     (identified  in connection  with  management's  evaluation of such internal
     controls over financial reporting) that occurred during the year covered by
     this annual report that has materially affected, or is reasonably likely to
     materially   affect,   the  Company's   internal  controls  over  financial
     reporting.

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one  beneficial  holder,  Golden State  Holdings I,  Limited.  The  Company's
obligations toward its 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.

ITEM 16B. CODE OF ETHICS

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one  beneficial  holder,  Golden State  Holdings I,  Limited.  The  Company's
obligations toward its 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 a code  of  ethics  would  have  no
applicability to the Company.

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  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, 2003                             $ 12,500
     Fiscal year ended December 31, 2002                             $ 16,074

(b)  Audit -Related Fees

For the  fiscal  years  ended  December  31,  2003 and 2002,  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,  2003 and 2002,  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,  2003 and 2002,  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.

(e)  Audit Committee's Pre-Approval Policies and Procedures

The Company does not  currently  have a separate  audit  committee.  The Company
expects to have an audit  committee and an audit committee  financial  expert in
the year 2005.

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

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, 2003 and 2002                                F-2

Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 2003, 2002 and 2001                            F-3

Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001                                            F-4

Notes to Financial Statements                                               F-5

<PAGE>

               Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying  balance sheets of Golden State Petro (IOM I-B)
PLC (a company  incorporated  in the Isle of Man), a wholly-owned  subsidiary of
Golden State  Holdings I,  Limited,  as of December  31, 2003 and 2002,  and the
related  statements of operations and retained earnings  (accumulated  deficit),
and cash flows for the years  ended  December  31,  2003,  2002 and 2001.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Golden State Petro (IOM I-B)
PLC as of December 31, 2003 and 2002 and the results of its  operations  and its
cash flows for the years ended  December 31, 2003,  2002 and 2001 in  conformity
with accounting principles generally accepted in the United States of America.

Grant Thornton LLP

New York, New York
June 11, 2004
<PAGE>

Balance Sheets

As of December 31, 2003 and 2002

(in US$)
<TABLE>
<CAPTION>

ASSETS                                                             2003            2002

<S>                                                            <C>              <C>
Restricted investments                                         $ 7,659,721      $7,545,677
Debt issue costs                                                   595,844         649,491
Vessel, net                                                     71,168,621      74,385,245
                                                               -----------      ----------
Total assets                                                   $79,424,186     $82,580,413
                                                               ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities

Interest payable and other liabilities                         $ 2,518,766      $2,627,554
Mortgage notes                                                  76,600,000      80,550,000
                                                               -----------      ----------
Total liabilities                                               79,118,766      83,177,554
                                                               ===========      ===========

Commitments and Contingencies

Stockholders' equity (deficit)

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

2 shares issued and outstanding                                          2               2
Retained earnings (accumulated deficit)                            305,418        (597,143)
                                                               -----------      ----------
Total stockholders' equity (deficit)                               305,420        (597,141)
                                                               -----------      ----------
Total liabilities and stockholders' equity (deficit)           $79,424,186     $82,580,413
                                                               ===========     ============
</TABLE>

See accompanying Notes to Financial Statements
<PAGE>

Statements of Operations and Retained Earnings (Accumulated Deficit)

For the years ended December 31, 2003, 2002 and 2001

(in US$)
<TABLE>
<CAPTION>

                                                 2003            2002            2001

<S>                                            <C>             <C>              <C>

Revenue

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

Interest income                                    317,147         313,520         311,801
                                               -----------     -----------      ----------

Total revenue                                   10,244,782      10,241,155      10,239,436
                                               -----------     -----------      ----------

Expenses

Interest expense                                 6,016,798       6,276,331       6,517,074

Management fees & other expenses                    55,152          55,182          54,682

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

Amortization of debt issue costs                    53,647          95,964          95,964
                                               -----------     -----------      ----------

Total expenses                                   9,342,221       9,644,101       9,884,344
                                               -----------     -----------      ----------

Net income                                     $   902,561     $   597,054      $  355,092
                                               ===========     ===========      ==========

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

Retained earnings (accumulated deficit),
end of year                                    $   305,418     $  (597,143)    $(1,194,197)
                                               ===========     ===========      ==========
</TABLE>

See accompanying Notes to Financial Statements
<PAGE>

Statements of Cash Flows

For the years ended December 31, 2003, 2002 and 2001

(in US$)
<TABLE>
<CAPTION>

                                                  2003            2002            2001

Cash flows from operating activities

<S>                                            <C>             <C>              <C>
Net income                                     $   902,561     $   597,054      $  355,092

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

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

Amortization of debt issue costs                    53,647         95,964           95,964

Changes in operating assets and liabilities

(Decrease) increase in interest payable
and other liabilities                             (108,788)       (928,282)        (92,935)
                                               -----------     -----------      ----------

Net cash provided by operating activities        4,064,044       2,981,360       3,574,745
                                               -----------     -----------      ----------

Cash flows from investing activities

Decrease (increase) in restricted investments     (114,044)        718,640        (124,745)
                                               -----------     -----------      ----------

Net cash provided by (used in) investing
activities                                        (114,044)        718,640        (124,745)
                                               -----------     -----------      ----------

Cash flows from financing activities

Repayment of mortgage notes                     (3,950,000)     (3,700,000)     (3,450,000)
                                               -----------     -----------      -----------

Net cash used in financing activities          (3,950,000)     (3,700,000)      (3,450,000)
                                               -----------     -----------      -----------

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

Supplemental disclosures of cash
flow information:

Cash paid during the period for interest       $ 6,125,588     $ 6,377,310      $6,610,007
                                               ===========     ===========      ==========
</TABLE>

See accompanying Notes to Financial Statements
<PAGE>

1.   DESCRIPTION OF BUSINESS

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

     Golden  State  Petroleum  Transport  Corporation   ("GSPTC"),   a  Delaware
     corporation  as an agent for the  Company and IOM I-A,  issued  8.04% First
     Preferred  Mortgage  Term Notes for  $127,100,000  (the "Term  Notes")  and
     Serial First Preferred  Mortgage Notes for $51,700,000 (the "Serial Notes")
     (together  the  "Notes").  The  principal  amount of the Term Notes and the
     Serial  Notes  allocated  to the  Company is  $63,550,000  and  $26,800,000
     respectively.  The  proceeds  from  the  offering  and  sale  of the  Notes
     allocated  to the  Company  have  been  used by the  Company  to  fund  the
     construction of a VLCC by Samsung  Corporation and Samsung Heavy Industries
     Co. Ltd. (collectively,  the "Builders") under the technical supervision of
     the Chevron  Shipping  Company as agent for Chevron  Transport  Corporation
     (the "Initial Charterer") which is an indirect,  wholly-owned subsidiary of
     Chevron  Corporation.  The vessel,  the "Phoenix Voyager" (renamed from the
     "J. Bennett  Johnston") (the  "Vessel"),  was accepted by the Company under
     the building  contract on March 15, 1999 and  concurrently was chartered to
     the Initial Charterer pursuant to an initial charter for a term of eighteen
     years. The Initial  Charterer has an option to terminate the charter on the
     eighth  anniversary  of  the  delivery  date  for  the  VLCC.  The  Initial
     Charterer's obligations under the initial charter are guaranteed by Chevron
     Corporation.

The Company,  IOM I-B, and GSPTC are  wholly-owned  subsidiaries of Golden State
Holdings I, Limited,  an Isle of Man holding  company.  Golden State Holdings I,
Limited is wholly-owned  by Independent  Tankers  Corporation,  a Cayman Islands
company ("ITC"), which itself is wholly owned by Frontline Ltd. ("Frontline"), a
Bermuda  company whose shares are listed on the New York,  London and Oslo Stock
Exchanges.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

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

     Allocation of Mortgage Notes

     The Company is jointly and  severally  liable  under the Notes with IOM I-A
     for the issued  amount of  $178,800,000.  At  December  31, 2003 the amount
     outstanding  on the Notes  was  $151,700,000.  In  preparing  the  separate
     company  financial  statements  of the Company and IOM I-A,  the  aggregate
     amount of the Notes has been  allocated so as to reflect the  difference in
     the contracted cost of the vessels.

     Operating Lease

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

     Vessel

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

     Impairment of long-lived assets

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
     ("SFAS") No. 144,  "Accounting for the Impairment or Disposal of Long-Lived
     Assets" ("SFAS 144"). See Note 3.

     Debt Issue Costs

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

     Fair Value of Financial Instruments

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

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

     Mortgage  Notes:  The carrying  value and estimated fair value of the Notes
consisted of the following at December 31, 2003:

                       2003           2003           2002          2002
                   Carrying Value   Fair Value   Carrying Value  Fair Value
                   --------------   ----------   --------------  ----------

Term Notes         63,550,000       61,829,066   63,550,000      78,132,142
Serial Notes       13,050,000       13,621,302   17,000,000      18,262,914

     Interest  Payable and Other  Liabilities:  The carrying values  approximate
fair values due to their relatively short maturities.

     Accounting Estimates

     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management to make estimates and  assumptions  in determining  the reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  dates of the  financial  statements  and the  reported
     amounts of  revenue  and  expenses  during the  reporting  periods.  Actual
     results could differ from such estimates.

     Income Taxes

     The Company is exempt from United  States  Federal,  state and local income
     taxes on its international  shipping income and has been granted exemptions
     from the statutory 20% tax on profits  required to be assessed against Isle
     of Man companies.

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

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

3.   ADOPTION OF NEW ACCOUNTING STANDARDS

In April 2003, the U.S.  Financial  Accounting  Standards  Board ("FASB") issued
SFAS 149,  "Amendment  of Statement 133 on  Derivative  Instruments  and Hedging
Activities".  SFAS 149 amends SFAS 133,  "Accounting for Derivative  Instruments
and  Hedging  Activities,"  to  provide  clarification  on  the  meaning  of  an
underlying,   the  characteristics  of  a  derivative  that  contains  financing
components  and the meaning of an initial net  investment  that is smaller  than
would be required for other types of contracts  that would be expected to have a
similar  response  to  changes  in  market  factors.  SFAS 149  will be  applied
prospectively and is effective for contracts entered into or modified after June
30, 2003.  Adoption of SFAS 149, effective July 1, 2003, did not have any effect
on the Company's financial statements.

In May  2003,  The FASB  issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  Characteristics  of both  Liabilities  and Equity".  SFAS 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial instruments with characteristics of both liabilities and equity and is
effective for financial  instruments entered into or modified after May 31, 2003
and for all such  instruments on July 1, 2003.  Adoption of SFAS 150,  effective
July 1, 2003, did not have an effect on the Company's financial statements.

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

In December 2003, the FASB published a revision to FIN 46 to clarify some of the
provisions  of  the   interpretation   and  defer  to  the  effective   date  of
implementation  for  certain  entities.  Interpretation  46 does not  affect the
Company's financial statements.

4.   RESTRICTED INVESTMENTS

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

5.   DEBT ISSUE COSTS

     The debt issue costs are comprised of the following amounts:
<TABLE>
<CAPTION>

                                                                   2003            2002

<S>                                                            <C>               <C>
     Debt issue costs                                          $ 1,233,272       $1,233,272
     Accumulated amortization                                     (637,428)        (583,781)
                                                               -----------      -----------
                                                               $   595,844       $  649,491
                                                               ===========      ===========

6.   VESSEL

                                                                   2003            2002

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

     Accumulated depreciation at beginning of year             $12,330,393       $9,113,769
     Charge for year                                             3,216,624        3,216,624
                                                               -----------      -----------
     Accumulated depreciation at end of year                   $15,547,017      $12,330,393
                                                               ===========      ===========

     Net book value at end of year                             $71,168,621      $74,385,245
                                                               ===========      ===========
</TABLE>

7.   MORTGAGE NOTES

     On December 24, 1996,  GSPTC, a special purpose Delaware  corporation which
     is an entity  affiliated with the Company,  acted as agent on behalf of the
     Company  and IOM I-A and issued the Notes,  certain  terms of which are set
     forth below. The Company was allocated,  along with IOM I-A, a share of the
     proceeds   from  the  offering  and  sale  of  the  Notes,   which  totaled
     $90,350,000.

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

     Serial Notes

     The  Serial  Notes  were  issued  in  the  aggregate  principal  amount  of
     $51,700,000,  of which  $26,800,000  was  allocated to the  Company.  As of
     December 31,  2003,  the  following  notes had matured and were paid by the
     Company:

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

     February 1, 2000                               6.36%          $2,650,000
     February 1, 2001                               6.46%          $3,450,000
     February 1, 2002                               6.55%          $3,700,000
     February 1, 2003                               6.61%          $3,950,000

     Set forth below are the allocated  principal amounts and the interest rates
     of the Serial Notes payable on each  maturity  date for the Company,  as at
     December 31, 2003.

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

     February 1, 2004                              6.70%           4,200,000
     February 1, 2005                              6.80%           4,450,000
     February 1, 2006                              6.85%           4,400,000
                                                                 ------------
                                                                 $13,050,000

     Interest has been accrued for the Serial Notes from December 24, 1997,  and
     is payable on  February 1 and  August 1 of each year.  As of  December  31,
     2003,  the effective  interest  rate for the Serial Notes  allocated to the
     Company was 6.786%.

     Term Notes

     The Term  Notes  were  issued  by  GSPTC,  acting  as an agent for both the
     Company and IOM I-A, in the aggregate principal amount of $127,100,000. The
     allocated  principal  amount of Term Notes to the  Company is  $63,550,000.
     Interest  on the  Term  Notes of 8.04%  is  payable  semi-annually  on each
     February 1 and August 1.

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

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

     Sinking fund redemption amounts and final principal payment

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

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

     Additional Notes

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

     Mandatory Redemption

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

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

     Optional Redemption

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

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

     Debt Covenants

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

8.   COMMITMENTS AND CONTINGENCIES

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

     2004                                                       $9,927,635
     2005                                                        9,927,635
     2006                                                        9,927,635
     2007                                                        2,019,526
                                                                ----------
                                                                $31,802,431

9.   CONCENTRATION OF CREDIT RISK AND OTHER RISK

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

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

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

10.  RELATED PARTY TRANSACTIONS

     Pursuant to an agreement (the "Management  Agreement")  between the Company
     and Frontline  (the  "Manager"),  an affiliate of the Company,  the Manager
     provides administrative, management and advisory services to the Company at
     an annual fee of $50,000, payable semi-annually.  All cost of administering
     the  Company  are  payable by the  Manager  from the  Management  Fee.  The
     Management agreement is effective until termination by either party upon 30
     days prior  written  notice.  Management  fee expenses and  management  fee
     payable as of December 31, 2003, 2002 and 2001 are as follows:

                                          2003          2002          2001

     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.

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

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

32.1      Certification  of Principal  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

32.2      Certification  of Principal  Financial  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

* Incorporated by reference to the filing indicated.

<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 28, 2004

02089.0007 #495982