UNITED STATES
SECURITIES EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

|(Mark One) |                                                                                                                                                  
|---------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|o          | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934                                                   
|           | OR                                                                                                                                               
|ý          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended December 31, 2003                  
|           | OR                                                                                                                                               
|o          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period
from                        to

Commission file number 0-29106

KNIGHTSBRIDGE TANKERS LIMITED(Exact name of Registrant as specified in its charter)

ISLANDS OF BERMUDA(Jurisdiction of incorporation or organization)

Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08 Bermuda(Address of principal executive offices)

Securities
registered or to be registered pursuant to section 12(b) of the Act:None

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

Common Shares, $0.01 Par Value(Title of class)

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

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.

17,100,000 Common Shares, $0.01 Par Value

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 ý    No o

Indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 o    Item 18 ý



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TABLE OF CONTENTS

|          |  |                                                                              |  | PAGE
|--------- |  | ---------------------------------------------------------------------------- |  | ----
|          |  | PART I                                                                       |  |     
|Item 1.   |  | Identity of Directors, Senior Management and Advisors                        |  | 1   
|Item 2.   |  | Offer Statistics and Expected Timetable                                      |  | 1   
|Item 3.   |  | Key Information                                                              |  | 1   
|Item 4.   |  | Information on the Company                                                   |  | 7   
|Item 5.   |  | Operating and Financial Review and Prospects                                 |  | 18  
|Item 6.   |  | Directors, Senior Management and Employees                                   |  | 26  
|Item 7.   |  | Major Shareholders and Related Party Transactions                            |  | 28  
|Item 8.   |  | Financial Information                                                        |  | 28  
|Item 9.   |  | The Offer and Listing                                                        |  | 30  
|Item 10.  |  | Additional Information                                                       |  | 31  
|Item 11.  |  | Quantitative and Qualitative Disclosures about Market Risk                   |  | 33  
|Item 12.  |  | Description of Securities Other Than Equity Securities                       |  | 33  
|          |  | PART II                                                                      |  |     
|Item 13.  |  | Defaults, Dividend Arrearages and Delinquencies                              |  | 34  
|Item 14.  |  | Material Modifications to the Rights of Security Holders and Use of Proceeds |  | 34  
|Item 15.  |  | Controls and Procedures                                                      |  | 34  
|Item 16A. |  | Audit Committee Financial Expert                                             |  | 34  
|Item 16B. |  | Code of Ethics                                                               |  | 34  
|Item 16C. |  | Principal Accountant Fees                                                    |  | 34  
|Item 16D. |  | Exemptions from the Listing Standards for Audit Committees                   |  | 35  
|Item 16E. |  | Purchasees of equity securities by the issuer and affiliated persons         |  | 35  
|          |  | PART III                                                                     |  |     
|Item 17.  |  | Financial Statements                                                         |  | 36  
|Item 18.  |  | Financial Statements                                                         |  | 36  
|Item 19.  |  | Exhibits                                                                     |  |     

(i)

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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.

Knightsbridge
Tankers Limited 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 Knightsbridge Tanker Limited with the Securities and Exchange Commission.

(ii)

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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 consolidated income statement data of Knightsbridge Tankers Limited and its subsidiaries (the "Company") with respect to the fiscal years ended
December 31, 2003, 2002, and 2001 and the selected consolidated balance sheet data of the Company with respect to the fiscal years ended December 31, 2003 and 2002 have been derived from
the Company's Consolidated Financial Statements included herein and should be read in conjunction with such statements and the notes thereto. The selected consolidated income statement data with
respect to the fiscal years ended December 31, 2000 and 1999 and the selected consolidated balance sheet data with respect to the fiscal years ended
December 31, 2001, 2000 and 1999 has been derived from consolidated 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.

|                                           |  | Year Ended December 31
|------------------------------------------ |  | ----------------------
|
|
|INCOME STATEMENT DATA:                     |  |                       
|Charter hire revenues                      |  | $                     
|Net operating income                       |  | $                     
|Net income                                 |  | $                     
|Earnings per sharebasic and diluted       |  | $                     
|Cash dividends per share                   |  | $                     
|BALANCE SHEET DATA
(at December 31):       |  |                       
|Cash and cash equivalents                  |  | $                     
|Vessels under capital lease, net           |  | $                     
|Total assets                               |  | $                     
|Long-term debt (including current portion) |  | $                     
|Shareholders' equity                       |  | $                     
|Common Shares                              |  | $                     
|Common shares outstanding                  |  |                       

1

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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 and its subsidiaries.

Industry Specific Risk Factors

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

Our charters with Shell International Petroleum Company Limited ("Shell International") expired in the first quarter of 2004. If the tanker industry, which has
been cyclical, is depressed in the future, our earnings and available cash flow may decrease. The charter rates payable under time charters or in the spot market will depend upon, among other things,
economic conditions in the tanker market. Fluctuations in charter rates and vessel values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil
and oil products.

The
factors affecting the supply and demand for 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:



The
factors that influence the supply of tanker capacity include:



If
the number of new ships delivered exceeds the number of tankers being scrapped and lost, tanker capacity will increase. If the supply of tanker capacity increases and the demand for
tanker capacity does not increase correspondingly, the charter rates paid for our tankers could materially decline.

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 tankers 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

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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. Among the factors which could lead to such a decrease are:



Some of our vessels operate on a spot charter basis and any decrease in spot charter rates in the future may adversely affect our earnings

Beginning in 2004, some of our vessels operate on a spot charter basis. Although spot chartering is common in the tanker industry, the spot charter market is
highly competitive and spot charter rates may fluctuate significantly based upon tanker and oil supply and demand. The successful operation of our vessels in the spot charter market depends upon,
among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent travelling unladen to pick up cargo. We cannot assure you
that future spot charters will be available at rates sufficient to enable our vessels trading in the spot market to operate profitably. In addition, bunkering, or fuel, charges that account for a
substantial portion of the operating costs of our spot chartered vessels, and generally reflect prevailing oil prices, are subject to sharp fluctuations.

The value of our vessels may fluctuate and adversely affect our liquidity and may result in breaches under our financial arrangements and sales of our
vessels at a loss

Tanker values have generally experienced high volatility. Investors can expect the fair market value of our VLCC oil tankers to fluctuate, depending on 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 generally decline in value. While we have refinanced our previous secured debt during 2004, declining tanker values could affect our ability to raise cash by limiting our ability to
refinance vessels in the future and thereby adversely impact our liquidity. If we determine at any time that a tanker's future limited useful life and earnings require us to impair its value on our
financial statements, that could result in a charge against our earnings and the reduction of our shareholders' equity. Due to the cyclical nature of the tanker market, if for any reason we sell
tankers at a time when tanker prices have fallen, the sale may be at less than the tanker's carrying amount on our financial statements, with the result that we would also incur a loss and a reduction
in earnings.

Our operating results may fluctuate seasonally

We operate our tankers in markets that have historically exhibited seasonal variations in tanker demand and, as a result, in charter rates. Tanker markets are
typically stronger in the fall and winter

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months
(the fourth and first quarters of the calendar year) in anticipation of increased oil consumption in the northern hemisphere during the winter months. Unpredictable weather patterns and
variations in oil reserves disrupt vessel scheduling.

Company Specific Risk Factors

We may incur additional expenses now that the charters to Shell International have expired and we may not be able to recharter our vessels profitably

Each of our charters with Shell International has expired and our vessels were redelivered to us in March 2004. At a special meeting of the shareholders
held on September 26, 2003, the shareholders of the Company voted to continue the Company in business, authorizing the directors to make alternative arrangements such as attempting to obtain
replacement charters for the Shell International charters. As of the date hereof we have procured long-term and medium-term charters for three of our five vessels. We expect
that the remaining two vessels will trade on the spot charter market (which is subject to greater fluctuation than the time charter market). These new arrangements for our vessels will likely require
us to incur greater expenses which may reduce the amounts available, if any, to pay distributions to shareholders.

We operate in the highly competitive international tanker market and we may not be able to effectively compete which would negatively affect our results
of operations

The operation of tanker vessels and transportation of crude and petroleum products and the other businesses in which we operate are extremely competitive.
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. Following the expiration of the Shell International charters in 2004, we compete with other tanker owners, including major oil companies as well as
independent tanker companies for charterers. 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 tankers.

Compliance with environmental laws or regulations may adversely affect our operations

The shipping industry in general, our business and the operation of our tankers in particular, are affected by a variety of governmental regulations in the form
of numerous international conventions, national, state and local laws and national and international regulations in force in the jurisdictions in which such tankers operate, as well as in the country
or countries in which such tankers are registered. These regulations include:



4

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More
stringent maritime safety rules are also more likely to be imposed worldwide as a result of the oil spill in November 2002 relating to the loss of the m.t. Prestige, a 26-year old single-hull
tanker owned by a company not affiliated with us. Additional laws and regulations may also
be adopted that could limit our ability to do business or increase the cost of our doing business and that could have a material adverse effect on our operations. In addition, we are required by
various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our operations. In the event of war or national emergency, our tankers may be
subject to requisition by the government of the flag flown by the tanker without any guarantee of compensation for lost profits. We believe our tankers are maintained in good condition in compliance
with present regulatory requirements, are operated in compliance with applicable safety/environmental laws and regulations and are insured against usual risks for such amounts as our management deems
appropriate. The tankers' operating certificates and licenses are renewed periodically during each tanker's required annual survey. However, government regulation of tankers, particularly in the areas
of safety and environmental impact may change in the future and require us to incur significant capital expenditures on our ships to keep them in compliance.

Shipping is an inherently risky business and we may not have adequate insurance

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

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

5

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Our revenues may be adversely affected if we do not successfully employ our tankers

Following the expiration of the Shell International charters in 2004, we have determined to deploy our tankers between spot market voyage charters and time
charters. Currently, three of our tankers are contractually committed to time charters, with the remaining terms of these charters expiring on dates between 2007 and 2009. Although these time charters
generally provide reliable revenues, they also limit the portion of our fleet available for spot market voyages during an upswing in the tanker industry cycle, when spot market voyages might be more
profitable.

The
spot charter market is highly competitive, and spot market voyage charter rates may fluctuate dramatically based on tanker and oil supply and demand and other factors. We cannot
assure you that future spot market voyage charters will be available at rates that will allow us to operate our tankers profitably.

Incurrence of expenses or liabilities may reduce or eliminate distributions

Our policy has been to pay out available cash, less reserves for contingencies, and we currently intend to continue that policy. However, with the termination of
Shell International charters in 2004, we could incur other expenses or contingent liabilities that would reduce or eliminate the cash available for distribution by us as dividends. Our loan agreement
prohibits the declaration and payment of dividends if we are in default under such loan agreement. In addition, the declaration and payment of dividends is subject at all times to the discretion of
our Board. We cannot assure you that we will pay dividends.

We have a limited business purpose which limits our flexibility

Our bye-laws limit our business to engaging in the acquisition, disposition, ownership, leasing and chartering of our five VLCC oil tankers. As a
result, we expect that the only source of operating revenue from which we may pay distributions will be from operating the five VLCCs we currently own under time charter or on the spot market.

Arrests of our tankers by maritime claimants could cause a significant loss of earnings for the related off hire period

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied
debts, claims or damages. In many jurisdictions, a maritime lienholder may enforce its lien by "arresting" or "attaching" a vessel through foreclosure proceedings. The arrest or attachment of one or
more of our tankers could result in a significant loss of earnings for the related off-hire period.

In
addition, in jurisdictions where the "sister ship" theory of liability applies, a claimant may arrest both the vessel which is subject to the claimant's maritime lien and any
"associated" vessel, which is any vessel owned or controlled by the same owner. In countries with "sister ship" liability laws, claims might be asserted against us, any of our subsidiaries or our
tankers for liabilities of other vessels that we own.

Governments could requisition our vessels during a period of war or emergency without adequate compensation, resulting in a loss of earnings

A government could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes her owner.
Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charter rates. This
amount could be materially less than the charterhire

6

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that
would have been payable otherwise. In addition, we would bear all risk of loss or damage to a vessel under requisition for hire.

ITEM 4.    INFORMATION ON THE COMPANY

A.    HISTORY AND DEVELOPMENT OF THE COMPANY

Knightsbridge Tankers Limited (the "Company") was incorporated in Bermuda on September 18, 1996. The Company's registered and principal executive offices
are located at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda, and its telephone number is +1 (441) 295-0182. The
Company was incorporated for the purpose of the acquisition, disposition, ownership, leasing and chartering of, through wholly-owned subsidiaries (the "Original Subsidiaries"), five very large crude
oil carriers ("VLCCs") (the "Vessels") that were on bareboat charters to Shell International Petroleum Company Limited and certain related activities. References herein to the Company include the
Company and all of its subsidiaries, unless otherwise indicated.

The
business of the Company is limited by its Bye-Laws to the transactions described above and related activities including the ownership of subsidiaries engaged in the
acquisition, disposition, ownership, leasing and chartering of the Vessels following the termination of the Shell International charters in 2004, and engaging in activities necessary, suitable or
convenient to accomplish, or in connection with or incidental to, the foregoing, including refinancing its original debt obligation related to its initial public offering (the "Credit Facility). The
Company expects that its only source of operating revenue from which the Company may pay distributions to shareholders on its common shares, par value $.01 per share, (the "Common Shares") will be
cash payments from subsidiaries to the Company. The Company's Bye-Laws may be amended only upon the affirmative vote of 662/3% of the outstanding Common Shares, and the
consent of the lender under the Loan Agreement described below.

The
Company used the net proceeds of its initial public offering and bank debt to fund the purchase by the Original Subsidiaries of the Vessels. Upon their purchase from their previous
owners on February 27, 1997 (the "Delivery Date"), the Vessels were delivered by the Company to Shell International under long-term "hell and high water" bareboat charters, each
with an initial term of seven years, which expired on February 27, 2004.

Upon
expiration of the Shell International charters and the termination of the U.K. finance leases, the Vessels were redelivered to the Original Subsidiaries in March 2004 and
transferred to newly-formed, wholly-owned subsidiaries of the Company (the "New Subsidiaries" and together with the Old Subsidiaries, the "Subsidiaries"). Each Vessel was registered in the Republic of
the Marshall Islands by the relevant New Subsidiary. The Company also repaid its existing loans and together with the New
Subsidiaries entered into a new loan agreement (the "Loan Agreement") with The Royal Bank of Scotland plc (the "Lender"), pursuant to which the Company borrowed $140 million in the form of five
loans of $28 million each in respect of a Vessel (together, the "Loan"). The Company is obligated to repay the Loan in twenty-eight quarterly installments of $2.8 million and a final
installment of $61.6 million on the last payment date. The Loan Agreement provides for payment of interest on the outstanding principal balance of the Loan, quarterly in arrears, at the annual
rate of LIBOR plus a margin. If a New Subsidiary sells or disposes of the related Vessel, the Company will be obligated to make a loan prepayment which will be applied against the principal balance of
the Loan relating to the Vessel. The Loan Agreement is secured by, among other things, a guarantee from each New Subsidiary, a mortgage on each Vessel and an assignment of any charter with respect to
a Vessel. The failure by the Company to make payments due and payable under the Loan Agreement could result in the acceleration of all principal and interest on the Loan Agreement, the enforcement by
the Lender of its rights with respect to the security therefor, and the consequent forfeiture by the Company of one or more of the Vessels. The Loan Agreement also provides for other customary events
of default.

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The Loan Agreement contains a number of covenants made by the Company and each of the New Subsidiaries that, among other things, restrict the ability of the Company to incur additional
indebtedness, pay dividends if the Company is in default, create liens on assets or dispose of assets. In addition, the Company and the relevant New Subsidiary is subject to additional covenants
pursuant to the Loan Agreement pertaining primarily to the maintenance and operation of the Vessels.

B.    BUSINESS OVERVIEW

We are an international tanker company and our primary business activity is the international seaborne transportation of crude oil. Our fleet consists of five
double-hull very large crude oil carriers, one of which was built in 1996 and four of which were built in 1995.

Expired Long-Term Charters

On February 27, 2004 the long-term "hell and highwater" bareboat charters under which our Vessels were chartered to Shell International
expired.

Pursuant
to the Shell International charters, Shell International paid a daily charterhire commencing on the Delivery Date at a rate comprised of two primary components: (i) the
Base Rate, a fixed minimum rate of charterhire equal to $22,069 per Vessel per day, payable quarterly in arrears, and (ii) Additional Hire, an additional charterhire equal to the excess, if
any, of a weighted average of the daily time charter rates for three round-trip trade routes traditionally served by VLCCs, less an agreed amount of $10,500, representing daily operating
costs over the Base Rate. This charterhire computation enabled the Company to receive the greater of (i) an average of prevailing spot charter rates for VLCCs trading on such routes after
deducting daily operating costs of $10,500 during the initial term of the Charters.

New Operations

Each of the Vessels is now owned by a New Subsidiary and has been renamed and reflagged in the Marshall Islands and is currently deployed either on time charters
or in the spot market, operating on routes between the Arabian Gulf and the Far East, Northern Europe, the Caribbean and the Louisiana Offshore Oil Port. The following chart provides information on
the current deployment of our Vessels:

Vessel Name

Flag

Employment Status

Expiration DateCamden

Marshall Islands

Time charter

March, 2009Chelsea

Marshall Islands

Spot market

n/aHampstead

Marshall Islands

Time charter

April, 2007Kensington

Marshall Islands

Time charter

April, 2007Mayfair

Marshall Islands

Spot Market

n/a


We
believe that operating our Vessels between time charter and the spot market will enable us to take advantage of higher charter rates in the spot market, while maintaining stability
through long-term charters.

Management Agreement

Upon expiration of the Shell International charters in February 2004, we amended our agreement with ICB Shipping (Bermuda) Ltd. (the "Manager")
pursuant to which the Manager now assumes operational responsibility for the Vessels and has agreed to recharter the Vessels, subject to the approval of the Board of Directors. Under the Management
Agreement the Manager is required to manage the day-to-day business of the Company subject, always, to the objectives and policies of the Company as established from time to
time by the Board. All decisions of a material nature concerning the business of the Company are reserved to the Company's Board of Directors. The Management Agreement will terminate in 2012, unless
earlier terminated pursuant to the terms thereof, as discussed below.

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For
its services under the Management Agreement during the period of the charters with Shell International, the Manager was entitled to a Management Fee equal to $750,000 per annum. In
view of the increase in expenses to be borne directly by the Company due to the Company undertaking to perform certain operational responsibilities with respect to the Vessels since the termination of
the Charters, the Management Fee has been reduced to $630,000 per year. The Company will be responsible for paying its own administrative expenses including such items as audit fees, legal and
professional fees, registrar's fees, and director's and officer's fees and expenses. The Company believes that these management fees are substantially on the same terms that would be obtained from a
non-affiliated party. The Manager was not affiliated with the Company, the Charterer or Guarantors at the time these fees were negotiated.

Pursuant
to the Management Agreement, as amended, the Manager is required to pay from the Management Fee, on behalf of the Company, certain of the Company's expenses; provided, however,
that the Manager is not obligated to pay, and the Company is required to pay from its own funds (i) all expenses, including attorneys' fees and expenses, incurred on behalf of the Company in
connection with (A) the closing of the Company's public offering and all fees and expenses related thereto and to the documents and agreements described herein, including in connection with the
Finance Leases, the Credit Facility and the Loan Agreement, (B) any litigation commenced by or against the Company unless arising from the Manager's gross negligence or willful misconduct, and
(C) any investigation by any governmental, regulatory or self-regulatory authority involving the Company or the
Offerings unless arising from the Manager's gross negligence or willful misconduct, (ii) all premiums for insurance of any nature, including directors' and officers' liability insurance and
general liability insurance, (iii) all costs in connection with the administration and the registration and listing of the Common Shares, (iv) principal and interest on the Loan,
(v) brokerage commissions, if any, payable by the Company, (vi) all costs and expenses required to be incurred or paid by the Company in connection with the redelivery of any Vessel
following the expiration or earlier termination of the related charter, (including, without limitation, any drydocking fees and the cost of special surveys and appraisals) and (vii) any amount
due to be paid by the Company pursuant to the Loan Agreement. The Manager shall, at its own cost and expense, provide all office accommodation, equipment, office stationery, staff, staff salaries and
ancillary office expenses required for the performance of its services as Manager for the Company. Remuneration to technical managers for technical and accounting services with respect to the Vessels
is paid directly by the relevant New Subsidiary to the relevant technical manager.

Notwithstanding
the foregoing, the Manager will have no liability to the Company under the Management Agreement for errors of judgment or negligence other than its gross negligence or
willful misconduct.

Upon
the expiration of the Shell International charters on February 27, 2004 and the Company's shareholders' decision to continue the Company in business and not sell the Vessels,
the Manager became obligated under the Management Agreement to attempt to recharter each Vessel on an arms-length basis upon such terms as the Manager deems appropriate, subject to the
approval of the Board. The Manager will receive a commission equal to 1.25% of the gross freight earned from such rechartering (which is the standard industry commission). The Manager, on behalf of
the Company, may utilize the services of brokers and lawyers, and enter into such compensation arrangements with them, subject to the Board's approval, as the Manager deems appropriate.

The
Company may terminate the Management Agreement at any time upon 30 days' notice to the Manager for any reason, provided that any such termination shall have been approved by a
resolution duly adopted by the affirmative vote of the holders of at least 662/3% of the Company's outstanding Common Shares. The Company may terminate the Management Agreement at any
time upon five business days' prior written notice to the Manager in the event of the Manager's material breach thereof, the failure of the Manager to maintain adequate authorization to perform its
duties thereunder, the Manager's insolvency, in the event that it becomes unlawful for the Manager to perform its duties thereunder or if the Manager ceases to be wholly-owned, directly or indirectly,
by ICB Shipping Aktiebolag (publ) or its

9

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successor
as ultimate parent of the Manager. Frontline, with its acquisition of ICB Shipping Aktiebolag (publ), is ICB's successor as ultimate parent of the Manager. The Manager may terminate the
Management Agreement upon ten business days' prior written notice to the Company in the event that the Company undergoes a "change of control" which is the election of any director whose election was
not recommended by the then current Board. Upon any termination of the Management Agreement, the Manager is required to promptly wind up its services thereunder in such a manner as to minimize any
interruption to the Company's business and submit a final accounting of funds received and disbursed under the Management Agreement to the Company and any undisbursed funds of the Company in the
Manager's possession or control will be promptly paid by the Manager as directed by the Company. The Company believes that in the case of any termination of the Management Agreement, the Company could
obtain an appropriate alternative arrangement for the management of the Company, although there can be no assurance that such alternative arrangement would not cause the Company to incur additional
cash expenses. In the case of a termination without cause by the Company upon a resolution adopted by the holders of at least 662/3% of the Company's Common Shares (as described above)
or by the Manager in the case of a "change in control," the Company shall pay to the Manager an amount equal to the present value calculated at a discount rate 5% per annum of all fees which the
Manager would have received through the fifteenth anniversary of February 27, 1997, the date the vessels were originally delivered to the Company, in the absence of such termination.

Industry Conditions

The oil tanker industry has been highly cyclical, experiencing volatility in charterhire rates and vessel values resulting from changes in the supply of and the
demand for crude oil and tanker capacity. The demand for tankers is influenced by, among other factors, the demand for crude oil, global and regional economic conditions, developments in international
trade, changes in seaborne and other transportation patterns, weather patterns, oil production, armed conflicts, port congestion, canal closures, embargoes and strikes. In addition, the Company
anticipates that the future demand for VLCCs, such as the Vessels, will also be dependent upon continued economic growth in the United States, Continental Europe and the Far East and competition from
pipelines and other sizes of tankers. Adverse economic, political, social or other developments in any of these regions could have an adverse effect on the Company's business and results of
operations. In addition, even if demand for crude oil grows in these areas, demand for VLCCs may not necessarily grow and may even decline. Demand for crude oil is affected by, among other things,
general economic conditions, commodity prices, environmental concerns, taxation, weather and competition from alternatives to oil. Demand for the seaborne carriage of oil depends partly on the
distance between areas that produce crude oil and areas
that consume it and their demand for oil. The incremental supply of tanker capacity is a function of the delivery of new vessels and the number of older vessels scrapped, in lay-up,
converted to other uses, reactivated or lost. Such supply may be affected by regulation of maritime transportation practices by governmental and international authorities. All of the factors
influencing the supply of and demand for oil tankers are outside the control of the Company, and the nature, timing and degree of changes in industry conditions are unpredictable.

VLCCs
are specifically designed for the transportation of crude oil and, due to their size, are used to transport crude oil primarily from the Arabian Gulf to the Far East, Northern
Europe, the Caribbean and the Louisiana Offshore Oil Port ("LOOP"). While VLCCs are increasingly being used to carry crude oil from other areas, any decrease in shipments of crude oil from the Arabian
Gulf would have a material adverse effect on the Company.

Among
the factors which could lead to such a decrease are (i) increased crude oil production from non-Arabian Gulf areas, (ii) increased refining capacity in
the Arabian Gulf area, (iii) increased use of existing and future crude oil pipelines in the Arabian Gulf area, (iv) a decision by Arabian Gulf oil-producing nations to
increase their crude oil prices or to further decrease or limit their crude oil production, (v) armed conflict in the Arabian Gulf or along VLCC trading routes, (vi) political or other

10

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factors
and (vii) the development and the relative costs of nuclear power, natural gas, coal and other alternative sources of energy.

VLCC
demand is primarily a function of demand for Arabian Gulf crude oil, which in turn is primarily dependent on the economies of the world's industrial countries and competition from
alternative energy sources. A wide range of economic, political, 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. See Item 5. Operating and Financial Review and ProspectsOperating ResultsThe Tanker
Market.

Vessel Values

Tanker values have generally experienced high volatility. The fair market value of oil tankers, including the Vessels, 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.

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.

Loss and Liability Insurance

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. The United States Oil Pollution Act of 1990, or
OPA, which imposes virtually unlimited liability upon owners, operators and demise charterers of any vessel trading in the United States exclusive economic zone for certain oil pollution accidents in
the United States, has made liability insurance more expensive for ship owners and operators trading in the United States market and has also caused insurers to consider reducing available liability
coverage. We bear all risks associated with the operation of the Vessels, including, without limitation, any total loss of one or more Vessels.

The
Manager is responsible for arranging for the insurance of our vessels in line with standard industry practice. In accordance with that practice, we maintain hull and machinery and
war risks insurance, which includes the risk of actual or constructive total loss, and protection and indemnity insurance with mutual assurance associations. Our protection and indemnity insurance, or
P&I insurance, covers third-party liabilities and other related expenses from, among other things, injury or death of crew, passengers and other third parties, claims arising from collisions, damage
to cargo and other third-party property, and pollution arising from oil or other substances. Our current P&I insurance coverage for pollution is the maximum commercially available amount of
$1.0 billion per tanker per incident and is provided by mutual protection and indemnity associations. Each of the Vessels is entered in a protection and indemnity association which is a member
of the International Group of Protection and Indemnity Mutual Assurance Associations. The 14 protection and indemnity associations that comprise the International Group insure approximately 90% of the
world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities. Each protection and indemnity association has

11

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capped
its exposure to this pooling agreement at $4.3 billion. As a member of protection and indemnity associations, which are, in turn, members of the International Group, we are subject to
calls payable to the associations based on its claim records as well as the claim records of all other members of the individual associations and members of the pool of protection and indemnity
associations comprising the International Group.

We
believe that our current insurance coverage is adequate to protect us against the accident-related risks involved in the conduct of our business and that we maintain appropriate
levels of environmental damage and pollution insurance coverage, consistent with standard industry practice. However, there is no assurance that all risks are adequately insured against, that any
particular claims will be paid or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future.

Environmental and Other Regulations

International conventions and national, state and local laws and regulations of the jurisdictions where our tankers operate or are registered significantly affect
the ownership and operation of our tankers. We believe we are currently in substantial compliance with applicable environmental and regulatory laws regarding the ownership and operation of our
tankers. However, because existing laws may change or new laws may be implemented, we cannot predict the ultimate cost of complying with all applicable requirements or the impact they will have on the
resale value or useful lives of our tankers. Future, non-compliance could require us to incur substantial costs or to temporarily suspend operation of our tankers.

We
believe the heightened environmental and quality concerns of insurance underwriters, regulators and charterers are leading to greater inspection and safety requirements on all vessels
and creating an increasing demand for modern vessels that are able to conform to the stricter environmental standards. We maintain high operating standards for our vessels that emphasizes operational
safety, quality maintenance, continuous training of our crews and officers and compliance with United States and international regulations. Our vessels are subject to both scheduled and unscheduled
inspections by a variety of governmental and private entities, each of which may have unique requirements. These entities include the local port authorities such as the U.S. Coast Guard, harbour
master or equivalent, classification societies, flag state administration or country of registry, and charterers, particularly terminal operators and major oil companies which conduct frequent vessel
inspections. Each of these entities may have unique requirements that we must comply with.

Environmental RegulationIMO

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





12

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



The
IMO recently adopted regulations that require the phase-out of most single hull tankers by 2015 or earlier, depending on the age of the vessel and whether or not it
complies with requirements for protectively located segregated ballast tanks. Under these new regulations, which became effective in September 2002, the maximum permissible age for tankers
after 2007 will be 26 years. The new regulations also provide for increased inspection and verification requirements. However, as a result of the oil spill in November 2002 relating to
the loss of the m.t.Prestige, which was owned by a company not affiliated with us, in December 2003 the Marine Environmental Protection
Committee of the IMO adopted a proposed amendment to the International Convention for the Prevention of Pollution from Ships to accelerate the phase out of single hull tankers from 2015 to 2010 unless
the relevant flag states extend the date to 2015. This proposed amendment will come into effect in April 2005 unless objected to by a sufficient number of member states. We do not know whether
any of our vessels will be subject to this accelerated phase-out, but this could result in a number of our vessels being unable to trade in many markets after 2010. Moreover, the IMO may
still adopt regulations in the future that could adversely affect the remaining useful lives of our single hull tankers as well as our ability to generate income from them. All of our Vessels are
double hull tankers that were built in 1995 or later.

The
IMO has also negotiated international conventions that impose liability for oil pollution in international waters and a signatory's territorial waters. In September 1997, the
IMO adopted Annex VI to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI is expected to be ratified during 2004, and will become
effective 12 months after ratification. Annex VI, when it becomes effective, will set limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibit deliberate emissions of
ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent
controls on sulfur emissions. The Manager is formulating a plan to comply with the Annex VI regulations once they come into effect. Compliance with these regulations could require the installation of
expensive emission control systems and could have an adverse financial impact on the operation of our vessels. Additional or new conventions, laws and regulations may be adopted that could adversely
affect the Manager's ability to manage our ships.

The
IMO's International Safety Management Code, or ISM Code, also affects our operations. The ISM Code requires the party with operational control of a vessel to develop a safety
management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and
describing procedures for responding to emergencies. The Manager will rely upon the safety management system that the Manager and its third party technical managers have developed.

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

Non-compliance
with the ISM Code and other IMO regulations may subject the vessel owner or a bareboat charterer to increased liability, may lead to decreases in available
insurance coverage for affected

13

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vessels
and may result in a tankers denial of access to, or detention in, some ports. Both the U.S. Coast Guard and European Union authorities have indicated that vessels not in compliance with the
ISM Code by the applicable deadlines will be prohibited from trading in U.S. and European Union ports, as the case may be.

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

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 United States or its territories or possessions, or whose vessels operate in the waters of the United States, which include the U.S.
territorial waters and the two hundred nautical mile exclusive economic zone of the United States. The Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which also
impacts our operations, applies to the discharge of hazardous substances (other than oil) whether on land or at sea.

Under
OPA, vessel owners, operators and bareboat or "demise" charterers are "responsible parties" who are liable regardless of fault, individually and as a group, for all containment
costs, clean-up costs and for other damages arising from oil spills from their vessels. These other damages may include natural resources damages and related assessment costs, real and
personal property damages, loss of subsistence use of natural resources, the loss of taxes, rents, royalties, profits and earnings capacity resulting from an oil spill and the cost of public services
necessitated by an oil spill. OPA limits a responsible party's liability to the greater of $1,200 per gross ton or $10 million per vessel over 3,000 gross tons, subject to adjustment for
inflation. 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 that have enacted this type of legislation have not yet issued implementing
regulations defining tanker owners' responsibilities under these laws.

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

OPA
requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet the limit of their aggregate
potential strict liability under OPA and CERCLA. The U.S. 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 must demonstrate evidence of financial responsibility for the entire
fleet in an amount equal only to the financial responsibility requirement of the tanker having the greatest maximum liability under OPA/CERCLA. The Manager has provided requisite guarantees and
received certificates of financial responsibility from the U.S. Coast Guard for each of our tankers required to have one.

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Under
OPA, with limited exceptions, all newly built or converted tankers operating in U.S. waters must be built with double-hulls. Existing vessels that do not comply with the
double-hull requirement must be phased out over a 20-year period beginning in 1995 based on size, age and place of discharge, unless retrofitted with double-hulls.
Notwithstanding the phase-out period, OPA currently permits existing single-hull tankers to operate until the year 2015 if their operations within U.S. waters are limited to
discharging at the Louisiana Offshore Oil Port or unloading with the aid of another vessel, a process referred to as "lightering," within authorized lightering zones more than 60 miles
off-shore.

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



Vessel
response plans for our tankers operating in the waters of the United States have been approved by the U.S. Coast Guard. In addition, the U.S. Coast Guard has announced it intends
to propose similar regulations requiring certain vessels to prepare response plans for the release of hazardous substances. The Manager is responsible for ensuring our Vessels comply with any
additional regulations.

Environmental RegulationOther

Although the United States is not a party to these conventions, many countries have ratified and follow the liability plan adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage of 1969 and the Convention for the Establishment of an International Fund for Oil Pollution of 1971. Under these conventions, and
depending on whether the country in which the damage results is a party to the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, a vessel's registered owner is
strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. Under an amendment that became
effective November 1, 2003 for vessels of 5,000 to 140,000 gross tons (a unit of measurement for the total enclosed spaces within a vessel), liability will be limited to approximately
$6.7 million plus $938 for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability will be limited to approximately $133.4 million. The current maximum
amount is approximately $81.2 million. As the convention calculates liability in terms of a basket of currencies, these figures are based on currency exchange rates on January 2, 2004.
The right to limit liability is forfeited under the International Convention on Civil Liability for Oil Pollution Damage where the spill is caused by the owner's actual fault and under the 1992
Protocol where the spill is caused by the owner's intentional or reckless conduct. Vessels trading to states that are parties to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the International Convention on Civil Liability for Oil Pollution Damage has not been adopted, various legislative schemes or common law governs, and
liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our P&I insurance covers the liability under the plan adopted by the IMO.

In
July 2003, in response to the m.t.Prestigeoil spill in November 2002, the European Union adopted legislation that
prohibits all single hull tankers from entering into its ports or offshore terminals by 2010. The European Union has also banned all single hull tankers carrying heavy grades of oil from entering or
leaving its ports or offshore terminals or anchoring in areas under its jurisdiction. Commencing in 2005, certain single hull tankers above 15 years of age will also be restricted from entering
or leaving European Union ports or offshore terminals and anchoring in areas under European Union jurisdiction. The

15

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European
Union is considering legislation that would: (1) ban manifestly sub-standard vessels (defined as those over 15 years old that have been detained by port authorities
at least twice in a six month period) from European waters and create an obligation of port states to inspect vessels posing a high risk to maritime safety or the marine environment; and
(2) provide the European Commission with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies.
The sinking of the m.t.Prestigeand resulting oil spill in November 2002 has lead to the adoption of other environmental regulations by certain
European Union nations. For example, Italy announced a ban of single-hull crude oil tankers over 5,000 dwt from most Italian ports, effective April 2001. Spain has announced a
similar prohibition. 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.

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

Vessel Security Regulations

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



The
U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. tankers from MTSA vessel security measures provided such
vessels have on board, by July 1, 2004, a valid International Ship Security Certificate (ISSC) that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. The
Manager will implement the various security measures addressed by the MTSA, SOLAS and the ISPS Code and ensure that our tankers attain compliance with all applicable security requirements within the
prescribed time periods. We do not believe these additional requirements will have a material financial impact on our operations.

Inspection by Classification Societies

Every commercial vessel's hull and machinery is "classed" by a classification society authorised by its country of registry. The classification society certifies
that the vessel has been built and maintained in accordance with the rules of such classification society and complies with applicable rules and regulations of the country of registry of the vessel
and the international conventions to which that country is a member. Our vessels have all been certified as "in class." Each vessel is inspected by a surveyor of the classification society every year,
every two and a half years and every four to five years. Should any defects be found, the

16

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classification
surveyor will issue a "recommendation" for appropriate repairs which have to be made by the shipowner within the time limit prescribed.

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,
the primary charterers of the vessels owned or controlled by the Company, 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.

C.    ORGANIZATIONAL STRUCTURE

The Company has ten wholly-owned Subsidiaries. The following table sets out the details of the Subsidiaries:

Name

Country Of
Incorporation

Ownership
Interest

Vessel
OwnedNew Subsidiaries:KTL Camden, Inc.

Republic of Liberia

100
%
CamdenKTL Chelsea, Inc.

Republic of Liberia

100
%
ChelseaKTL Kensington, Inc.

Republic of Liberia

100
%
KensingtonKTL Hampstead, Inc.

Republic of Liberia

100
%
HampsteadKTL Mayfair, Inc.

Republic of Liberia

100
%
MayfairOriginal Subsidiaries:Cedarhurst Tankers LDC

Cayman Islands

100
%
Hewlett Tankers LDC

Cayman Islands

100
%
Inwood Tankers LDC

Cayman Islands

100
%
Lawrence Tankers LDC

Cayman Islands

100
%
Woodmere Tankers LDC

Cayman Islands

100
%



The
New Subsidiaries acquired the Vessels from the Original Subsidiaries following the expiration of the Shell International charters in February 2004. As of December 31,
2003, the Vessels were owned by the Original Subsidiaries.

D.    PROPERTY, PLANT AND EQUIPMENT

Each Vessel is an approximately 298,000 deadweight tonne ("dwt") double hull VLCC built by Daewoo Heavy Industries, Ltd. (the "Builder") at its shipyard in
Korea. The Vessels meet all material

17

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existing
regulatory requirements affecting the Vessels and their operations. The name, dwt, hull type and date of original delivery from the Builder's yard are set forth below.

Vessel Name

Approximate
DWT

Hull Type

Date Of Delivery From
Builder's YardCamden

298,000

Double

June 2, 1995Chelsea

298,000

Double

August 1, 1995Mayfair

298,000

Double

September 28, 1995Kensington

298,000

Double

November 15, 1995Hampstead

298,000

Double

March 5, 1996


The
Vessels are modern, high-quality double hull tankers designed for enhanced safety and reliability and for relatively low operating and maintenance costs. Design features
include a cargo system designed for optimum port performance, a high grade anti-corrosion paint system and pipeline materials which have been specified with a view to long service, an
efficient power generation system including shaft generator, additional firefighting and safety equipment over and above minimum standards and improved structural design.

The
Vessels are all registered in the Republic of the Marshall Islands.

Other
than its interests in the Vessels, the Company has no interest in any other property.

ITEM 5.    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A.    OPERATING RESULTS

In February 1997, the Company's five Original Subsidiaries existing at that time each purchased one VLCC from their previous owner and immediately
delivered the Vessels to Shell International under five separate "hell and high water" bareboat charters, each with a minimum term of seven years that expired on February 27, 2004, plus up to
30 days at Shell International's option.

Under
the charters, Shell International paid the higher of a base rate of hire or a spot market related rate. The charterhire was paid quarterly in arrears and the spot market rate of
hire was assessed on a quarterly basis. In each quarter where the spot market related rate was lower than the base rate the charterhire paid was the base rate. In each quarter where the spot market
related rate was higher than the base rate, the spot market related rate was paid.

The
base rate was calculated as the aggregate of a bareboat charter component of $22,069 per vessel per day and an operating element of $10,500 per day (over the initial term of the
charters) which resulted in a time charter equivalent rate of $32,569 per day.

The
spot market related rate is assessed through a formula agreed between the Company and Shell International and based on market awards provided by the London Tanker Broker Panel. The
London Tanker Broker Panel provided for each quarter the average spot rates for three standard notional round voyages for ships similar to the Vessels:



The
relevant spot rates were weighted with (i) representing 50% and (ii) and (iii) each representing 25% when the spot market related rate is determined.

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The calculated spot market related rates for each of the years ended December 31, 2003, 2002, and 2001 were:

2003

2002

2001First Quarter

$
61,713

$
16,327

$
68,506Second Quarter

$
53,186

$
13,057

$
42,949Third Quarter

$
25,063

$
9,093

$
25,163Fourth Quarter

$
59,688

$
31,347

$
33,360


Recent Developments

Following the expiration of the Shell International charters, the Company has entered into a long-term time charter for one of the Vessels with the
Malaysian International Shipping Corporation (MISC). The five-year agreement will help to provide a steady and predictable flow of revenue with secured income of approximately $31,000 per
day for the duration of
the charter. The arrangement commenced in mid March 2004 upon the redelivery of the Vessel from Shell International.

Two
of the Company's Vessels will be chartered to Tankers International, LLC on medium-term charters each for a period of three years at a rate of $30,000 per day plus a
50:50 profit sharing arrangement for earnings in excess of $30,000 per day calculated by reference to the BITR Index. The Baltic International Trading Route (BITR) Index is reported daily and combines
daily spot market rates for 16 international oil routes. Tankers International LLC is a pool for the commercial operations of four large tanker owners and operators: A.P. Moller, Euronav Luxembourg
SA., Overseas Shipholding Group, Inc and Reederei "Nord" Klaus E. Oldendorff. The two time charters commenced in April 2004.

The
Company's remaining two vessels are trading on the spot market. It is expected that these two vessels will continue on the spot market although the Company will evaluate market
opportunities and employment options that may become available.

Factors Affecting Our Future Results

The principal factors that are expected to affect our future results of operations and financial position include:



We
have derived our historical earnings from the bareboat charters with Shell International. In the future our Vessels may be operated under bareboat charters, time charters, voyage
charters and contracts of affreightment. A bareboat charter is a contract for the use of a vessel for a specified period of time where the charterer pays substantially all of the vessel voyage costs
and operating costs. A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the vessel voyage costs but the vessel
owner pays the operating costs. A voyage charter is a contract for the use of a vessel for a specific voyage in which the vessel owner pays substantially all of the vessel voyage costs and operating
costs. A contract of affreightment is a form of voyage charter in which the owner agrees to carry a specific type and quantity of cargo in two or more shipments over an agreed period of time.
Accordingly, for equivalent profitability, charter income under a voyage charter would be greater than that under a time charter to take account of the owner's payment of the vessel voyage costs. In
order to compare vessels trading under different types of charters, it is standard industry practice to measure the

19

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revenue
performance of a vessel in terms of average daily time charter equivalent earnings, or TCEs. For voyage charters, this is calculated by dividing net operating revenues by the number of days on
charter. Days spent offhire are excluded from this calculation.

The
tanker industry has historically been highly cyclical, experiencing volatility in profitability, vessel values and freight rates. In particular, freight and charter rates are
strongly influenced by the supply of tanker vessels and the demand for oil transportation services. We will be exposed to such volatility with our Vessels operating on the spot market and it will
affect the profit sharing arrangement that we have for our Vessels on time charter to Tankers International, LLC.

Operating
costs are the direct costs associated with running a vessel and include crew costs, vessel supplies, repairs and maintenance, drydockings, lubricating oils and insurance. We
will bear the operating costs for our Vessels that are operating on the spot market and for the three Vessels that have been fixed under time charters.

Administrative
expenses are composed of general corporate overhead expenses, including audit fees, directors' fees and expenses, registrar's fees, investor relations and publication
expenses, legal and professional fees and other general administrative expenses. In accordance with the terms of the Management Agreement, as amended, we will be responsible for such costs from
February 1, 2004.

Depreciation,
or the periodic cost charged to our income for the reduction in usefulness and long-term value of our vessels, is also related to the number of vessels we own.
We depreciate the cost of our vessels, less their estimated residual value, over their estimated useful life on a straight-line basis.

Interest
expense depends on our overall borrowing levels and will change with prevailing interest rates, although the effect of these changes may be reduced by interest rate swaps or
other derivative instruments. As at December 31, 2003, all of our debt was floating rate debt that was swapped to a fixed rate of approximately 7.14% through the use of an interest rate swap.
In March 2004 we refinanced our debt with a loan of $140 million which bears interest at the annual rate of LIBOR plus a margin. We may enter into further interest rate swap arrangements
if we believe it is advantageous to do so.

Although
inflation may moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the
current and foreseeable economic environment. In addition, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve
liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

The Tanker Market

Fiscal year 2003 started with extremely strong charter rates which were mainly driven by factors such as the strike in Venezuela which interrupted crude oil
production and resulted in longer haul imports, a cold winter in the northern hemisphere resulting in increased demand for heating oil and increased consumption in the Far East especially China, all
of which have resulted in spot market rates being significantly stronger than in 2002.

The
second and third quarters experienced a weakening in rates as compared to the first quarter, largely due to the recovery of Venezuelan exports following the period of civil unrest.
In addition, the outbreak of SARS set off a decline in Chinese oil demand in the second half of 2003, along with the official cessation of hostilities in Iraq, which relieved concerns over the
security of oil supplies from the Middle East.

In
the fourth quarter of 2003 VLCC rates rallied back as Chinese demand for oil increased, forcing OPEC to exceed production quotas set earlier in the quarter. Oil demand experienced its
strongest growth in 15 years with and increase of approximately 3.5% for the 2003 calendar year.

20

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Critical Accounting Policies and Estimates

The Company's accounting policies are more fully described in Note 2 of the Notes to Consolidated Financial Statements. As disclosed in Note 2 of
the Notes to Consolidated Financial Statements, 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 about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with
absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. The process of determining significant estimates is fact specific and takes into account factors such
as historical experience, current and expected economic and industry conditions, present and expected conditions in the financial markets, and in some cases, the credit worthiness of counter parties
to contracts held by the Company. The Company constantly re-evaluates these significant factors and makes adjustments where facts and circumstances dictate. Historically, actual results
have not significantly deviated from those determined using the estimates described above. In addition, the Company's accounting policies may change as a result of the change in the Company's business
and operations in 2004 after the expiration of the Shell International charters. The following is a discussion of the accounting policies applied by the Company that are considered to involve a higher
degree of judgment in their application.

Vessels, Depreciation and Impairment

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

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

Charterhire

In 2003, charterhire revenue totaled $75,246,200, an increase of 87% compared with $40,275,925 in the year ended December 31, 2002. In 2002, the conditions
prevailing in the tanker market meant that only the base rate charterhire of $22,069 per day per vessel was received. In the fourth quarter of 2002 the market began to strengthen and this continued
into 2003. In 2003, the company benefited from this continued strengthening, and in accordance with the terms of the charters to Shell International, received Additional Hire. The Additional Hire
which is calculated on a quarterly basis, totaled $34,970,275 for 2003.

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Operating Expenses

Operating expenses increased in 2003 due to an increase in administrative expenses. This was the result of an increase in the premium paid for the Company's
directors' and officers' liability insurance. During the term of the charters to Shell International, the Company did not incur significant administrative expenses, apart from premiums in respect of
the Company's directors' and officers' and general liability insurance, which the Company prepays on an annual basis. Due to the expiration of the charters to Shell International and the change in the
Company's operations in 2004, however, the Company's operating expenses will increase starting in the year 2004 due to vessel operating expenses, which mainly consist of crewing, repairs and
maintenance, spare parts, insurance, stores and lubricants. There can be no assurance that the Company will not have other cash expenses or contingent liabilities for which reserves will be required.

Interest Income and Expense

Interest income increased by $22,441 to $55,481 in 2003. This reflects the increased cash in 2003 due to the Additional Hire revenues in this period. In addition,
the Board made the decision to withhold cash
reserves for new operations to commence after the expiration of the Shell International charters, which resulted in an increase in interest income from funds on short term deposit.

Interest
expense increased by 0.2% to $8,961,950 in 2003 from $8,938,483 in 2002. Interest expense relates entirely to the primary loans made to the Company under the Credit Facility net
of the hedging effects of the Company's interest rate swap agreement. The Company entered into an interest rate swap agreement (the "Swap") with Goldman Sachs Capital Markets, L.P., an affiliate of
Goldman, Sachs & Co. (the "Swap Counterparty"), which effectively converted the Company's variable-rate Credit Facility to a fixed rate, assuming the Swap Counterparty performed its
obligations thereunder.

Amortization
of the Credit Facility expense, the main component of other financial expenses, was $371,543 in both 2002 and 2003. In addition, during 2003 and 2002, the Company incurred a
fee to the agent bank for the Credit Facility in the amount of $50,000. There can be no assurance that the Company will not have other financial expenses for which reserves will be required.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

Charterhire

In 2002, charterhire revenue totaled $40,275,925, a decrease of 35% compared with $61,534,335 in the year ended December 31, 2001. In 2001 the Company
received total Additional Hire of $21,258,410, primarily relating to earnings in the first half of the year. In the second half of 2001 the market began to weaken and this continued into 2002 with no
recovery until the fourth quarter of 2002. The strengthening in the fourth quarter was not sufficient to require any Additional Hire payment and therefore no Additional Hire was paid in fiscal 2002.

Operating Expenses

Operating expenses increased in 2002 due to an increase in administrative expenses. This was the result of an increase in the premium paid for the Company's
directors' and officers' liability insurance. During the term of the Charters, the Company did not incur significant administrative expenses, apart from premiums in respect of the Company's directors'
and officers' and general liability insurance, which the Company prepays on an annual basis. There can be no assurance, however, that the Company will not have other cash expenses or contingent
liabilities for which reserves will be required.

22

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Interest Income and Expense

Interest income decreased by $172,334 to $33,040 in 2002. This reflects the lower cash in 2002 due to the lack of Additional Hire revenues in this period.

Interest
expense decreased by 0.8% to $8,938,483 in 2002 from $9,008,839 in 2001. Interest expense relates entirely to the primary loans made to the Company pursuant to the Credit
Facility net of the hedging effects of the Company's interest rate swap agreement. The Company entered into an interest rate swap agreement (the "Swap") with Goldman Sachs Capital Markets, L.P., an
affiliate of Goldman, Sachs & Co. (the "Swap Counterparty"), which effectively converted the Company's variable-rate Credit Facility to a fixed rate, assuming the Swap Counterparty
performed its obligations thereunder.

Amortization
of the Credit Facility expense, the main component of other financial costs, was $371,543 in both 2002 and 2001. In addition, during 2002 and 2001, the Company incurred a
fee to the agent bank for the Credit Facility in the amount of $50,000.

B.    LIQUIDITY AND CAPITAL RESOURCES

Total assets of the Company at December 31, 2003, were $28,796,816 compared with $347,824,729 at December 31, 2002. The Company's shareholders'
equity at December 31, 2003, was $215,526,852 compared with $208,639,114 at December 31, 2002. This increase in shareholders' equity of $6,887,738 is due to net income for 2003 of
$47,461,231 less distributions to the shareholders of $46,854,000 plus
$6,280,507 of effects of the Company's hedge accounting which is recorded directly to shareholders' equity.

Under
the hedge accounting policy, at each year end the fair value of the interest rate swap contract is recorded as a liability at its negative fair value with an offsetting balance
directly reducing shareholders' equity in the form of other comprehensive income. At December 31, 2003 the derivative liability was $5,309,885 compared with $11,590,392 at December 31,
2002, reflecting the unfavourable fair value of the interest rate swap at that date.

Cash
generated from operating activities in 2003 was $52,939,613 and $46,854,000 was distributed to shareholders.

Although
the Company's activities are conducted worldwide, the international shipping industry's functional currency is the United States Dollar and virtually all of the Company's
operating revenues and most of its anticipated cash expenses are expected to be denominated in United States Dollars. Accordingly, the Company's operating results following expiration of Shell
International charters in 2004 are not expected to be adversely affected by movements in currency exchange rates or the imposition of currency controls in the jurisdictions in which the vessels
operate.

In
March 2004, the Company refinanced its existing Credit Facility with a Loan of $140 million. The Company is obligated to repay the Loan in twenty-eight quarterly
installments of $2.8 million and a final installment of $61.6 million on the last payment date. The Loan Agreement provides for payment of interest on the outstanding principal balance
of the Loan, quarterly in arrears at the annual rate of LIBOR plus a margin. The Company has not entered into any interest rate swap agreements in respect to the variable rate on the Loan Agreement.

The
Company's sources of capital have been the proceeds of its initial public offering, bank loans and the Finance Leases. While the Manager is required to bear certain of the Company's
expenses, the Manager has no additional obligation to make additional capital contributions to the Company. The Company has had sufficient sources of income through the payment of charterhire by the
Shell International during the term of the Shell International charters to pay ordinary recurring expenses that are not borne by the Manager and the Company expects that charterhire paid for time
charters or in the spot market now that the Charters have expired will be sufficient sources of income for the Company to continue to pay ordinary recurring expenses including instalments due under
the Loan Agreement.

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Accordingly,
it is the Company's opinion that the working capital is sufficient for the Company's present requirements. However, there can be no assurance that the Company will be able to pay or
refinance its borrowings when the Loan becomes due, or that is will not incur extraordinary expenses.

Recently Issued Accounting Standards

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

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

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

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

24

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modified
after December 31, 2002. The adoption of Interpretation 45 by the Company did not have any impact on the Company's consolidated financial position or results of operations.

In
January 2003, the FASB issued Interpretation 46, Consolidation of Variable Interest Entities. In December 2003, the FASB issued Interpretation 46 Revised, 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 in the first fiscal year or interim period ending after December 15, 2003 to variable
interest entities created after January 31, 2003. The consolidation requirements apply in the first fiscal year or interim period ending after December 15, 2003 for "Special Purpose
Entities" created before January 31, 2003. The consolidation requirements apply in the first fiscal year or interim period ending after March 15, 2004 for other entities created before
February 1, 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.
The adoption of the applicable provisions of Interpretation 46 did not have any impact on the Company's consolidated financial position as of December 31, 2003 or results of operations for the
year ended December 31, 2003. The remaining provisions become effective in 2004, but management does not expect that such provisions will have a material impact on the Company's consolidated
financial position or results of operations.

C.    RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Not Applicable

D.    TREND INFORMATION

The oil tanker industry has been highly cyclical, experiencing volatility in charterhire rates and vessel values resulting from changes in the supply of and
demand for crude oil and tanker capacity. See Item 4. Information on the CompanyBusiness OverviewIndustry Conditions.

According
to preliminary data from industry sources, which the Company has not verified, there was a marginal increase in global oil demand in 32 OPEC production, which has a significant
impact on demand for VLCCs, increased by 1.9 million barrels per day and oil production from countries outside of OPEC increase by 0.9 million barrels per day. World oil demand is
projected to grow by approximately 2% in 2004 and 2005.

E.    OFF BALANCE SHEET ARRANGEMENTS

Not Applicable

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F.    TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

|                                                                                                                        |  | Payments due by Period
|----------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|
|Long-Term Debt Obligations                                                                                              |  | $                     
|Capital (Finance) Lease Obligations                                                                                     |  |                       
|Operating Lease Obligations                                                                                             |  |                       
|Purchase Obligations                                                                                                    |  |                       
|Other Long-Term Liabilities Reflected on the Company's Balance Sheet under the GAAP of the primary financial
statements |  |                       
|Total                                                                                                                   |  | $                     

As
discussed in Note 9 to the consolidated financial statements, the $125,397,399 debt obligation at December 31, 2003 was repaid from the proceeds of new
long-term borrowings of $140,000,000 contracted in the first quarter of 2004. The repayment terms of the $125,397,399 has been scheduled above in accordance with the repayment schedule of
the new borrowings. See Note 9 for discussion of repayment terms.

ITEM 6.    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.    DIRECTORS AND SENIOR MANAGEMENT

Set forth below are the names and positions of the directors and executive officers of the Company.

The Company

Name

Age

PositionOla Lorentzon

54

Director and ChairmanTor Olav Troim

41

Director, Chief Executive Officer and Vice-ChairmanDouglas C. Wolcott

72

DirectorDavid M. White

62

DirectorTimothy J. Counsell

45

DirectorKate Blankenship

39

Chief Financial Officer and Secretary


Pursuant
to the Management Agreement with the Company, the Manager provides management, administrative and advisory services to the Company. Set forth below are the names and positions
of the directors and executive officers of the Manager.

Name

Age

PositionKate Blankenship

39

Director, Chairman and SecretaryTom E. Jebsen

46

Director and Vice-ChairmanIain Cawte

36

Director


Directors
of both the Company and the Manager are elected annually, and each director elected holds office until a successor is elected. Officers of both the Company and the Manager are
elected from time to time by vote of the respective board of directors and hold office until a successor is elected. Certain biographical information with respect to each director and executive
officer of the Company and the Manager is set forth below.

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Ola Lorentzonhas been a director of the Company since September 18, 1996 and Chairman since May 26, 2000.
Mr. Lorentzon was also Managing Director of Frontline Management AS, a subsidiary of Frontline, from April 2000 until September 2003. Mr. Lorentzon was a director of the
United Kingdom Protection and Indemnity Club until 2002. Until 2000 Mr. Lorentzon was a director of The Swedish Protection and Indemnity Club (SAAF), Swedish Ships Mortgage Bank and The Swedish
Shipowners' Association, Deputy Chairman of the Liberian Shipowners Council and a member of the International Association of Tanker Owners (Intertanko) Council.

Tor Olav Trøimhas been a director, Vice-Chairman and Chief
Executive Officer of the Company since May 26, 2000. Mr. Trøim has been a director of Frontline since July 1, 1996. He is a director of Aktiv Inkasso
ASA,Northern Oil ASA, both Norwegian Oslo Stock Exchange listed companies. He is also a director of Northern Offshore Ltd., a Bermuda company
listed on the Oslo Stock Exchange and Golar LNG Limited, a Bermuda company listed on the Oslo Stock Exchange and the Nasdaq National Market. Prior to his service with Frontline, from
January 1992, Mr. Trøim served as Managing Director and a member of the board of Directors of DNO AS, a Norwegian oil company.

Douglas C. Wolcotthas been a director of the Company since September 18, 1996. Mr. Wolcott has also served as President of
Chevron Shipping Corporation until 1994. Mr. Wolcott previously served as Deputy Chairman and Director of the United Kingdom Protection and Indemnity Club and as a director of London &
Overseas Freighters Limited. He is currently a director of the American Bureau of Shipping.

David M. Whitehas been a director of the Company since September 18, 1996. Mr. White was Chairman of Dan White Investment
Limited which is now closed. Mr. White has also served as a director of NatWest Equity Primary Markets Limited from January 1992 to March 1996, and was previously a director of
both NatWest Markets Corporate Finance Limited and NatWest Markets Securities Limited until December 1991.

Timothy J. Counsellhas been a director of the Company since March 27, 1998. Mr. Counsell is a partner of the law firm of
Appleby Spurling & Kempe, Bermudian counsel to the Company and has been with that firm since 1990.

Kate Blankenshiphas been Chief Financial Officer of the Company since April 17, 2000 and Secretary of the Company since
December 27, 2000. Mrs. Blankenship has been a director and Chairman of the Manager since March 2000 and Secretary of the Manager since December 28, 2000.
Mrs. Blankenship has been Chief Accounting Officer and Secretary of Frontline since 1994. Mrs. Blankenship also serves as a director of Golar LNG Limited. She is a member of the
Institute of Chartered Accountants in England and Wales.

Tom E. Jebsenhas been a director of the Manager since March 2000. Mr. Jebsen has served as Chief Financial Officer of
Frontline Management since June 1997. From December 1995 until June 1997, Mr. Jebsen served as Chief Financial Officer of Tschudi & Eitzen Shipping ASA, a publicly
traded Norwegian shipowning company. From 1991 to December 1995, Mr. Jebsen served as Vice President of Dyno Industrier ASA, a publicly traded Norwegian explosives producer.
Mr. Jebsen is also a director of Asuranceforeningen Skuld, Unitas, a mutual hull and machinery club Hugin AS, an internet company.

B.    COMPENSATION

Pursuant to the Management Agreement, in 2003 the Manager paid from the Management Fee the annual directors' fees of the Company of $82,000 in the aggregate. No
separate compensation was paid to the Company's officers. The directors' fees for the year 2004 will be paid by the Company pursuant to the amended Management Agreement.

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C.    BOARD PRACTICES

As provided in the Company's Bye-Laws, 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 as soon as possible following each Annual General Meeting and shall hold office for such period and on such
terms as the Board may determine. There are no service contracts between the Company or any of its subsidiaries and any Director that provides benefits to the Director upon termination of his
directorship.

The
Company has established an audit committee comprised of Messrs. White and Wolcott, independent directors of the Company. The Company does not have an audit committee financial
expert.

D.    EMPLOYEES

Neither the Company nor the Manager have had any employees since inception.

E.    SHARE OWNERSHIP

As of March 31, 2004, 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

The Company is not directly or indirectly controlled by another corporation, by a foreign government or by any other natural or legal person.

The
Company is not aware of any person who owns more than 5 per cent of the Company's outstanding Ordinary Shares as of March 31, 2004.

As
of March 31, 2004, none of the directors or officers of the Company owned any Common Shares of the Company.

B.    RELATED PARTY TRANSACTIONS

Not Applicable

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.

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Dividend Policy

The Company policy has been to pay quarterly distributions to holders of record of Common Shares in each January, April, July and October in amounts substantially
equal to the charterhire received by the Company under the Charters, less cash expenses and less any reserves required in respect of any contingent liabilities. Following the expiration of the
Charters and the Company intends to continue to pay distributions on a quarterly basis. The timing and amount of distributions will be dependent upon the Company's earnings, financial condition, cash
requirements and availability, the provisions of Bermuda law affecting the payment of distributions to shareholders and other factors.

Declaration
and payment of any distribution is subject to the discretion of the Company's Board of Directors. The declaration and payment of distributions to shareholders is prohibited
by the Loan Agreement if the Company is in default under the Loan Agreement or if such payment would be or is reasonably likely to reduce the liquid assets of the Company to below $10,000,000. Any
payment of distributions to shareholders by the Company in any year may also be dependent upon the adoption by the holders of a majority of the Common Shares voting at the annual meeting of
shareholders of the Company of a resolution effectuating a reduction in the Company's share premium and a credit to the Company's contributed capital surplus account. The Company's shareholders
adopted such a resolution at the Company's annual general meeting in March, 1999.

There
can be no assurance that the Company will not have expenses, including extraordinary expenses, which could include costs of claims and related litigation expenses or that the
Company will not have contingent liabilities for which reserves are required. As an "exempted" Bermuda company, the Company does not expect to pay any income taxes in Bermuda. The Company also does
not expect to pay any income taxes in the Republic of Liberia (the jurisdiction of organization of the New Subsidiaries) or the Republic of the Marshall Islands (the jurisdiction in which the Vessels
are registered).

In
2003, 2002 and 2001, the Company paid the following distributions to shareholders.

Record Date

Payment Date

Amount Per Share2003January 27, 2003

February 7, 2003

$
0.45April 25, 2003

May 8, 2003

$
1.19July 25, 2003

August 8, 2003

$
0.65October 27, 2003

November 10, 2003

$
0.452002January 25, 2002

February 8, 2002

$
0.46April 25, 2002

May 8, 2002

$
0.45July 25, 2002

August 7, 2002

$
0.45October 25, 2002

November 7, 2002

$
0.452001January 26, 2001

February 9, 2001

$
1.68April 27, 2001

May 11, 2001

$
1.39July 26, 2001

August 9, 2001

$
0.72October 25, 2001

November 8, 2001

$
0.45


It
is expected that any cash distributions by the Company will exceed the Company's earnings and profits for U.S. tax purposes, with the result that for each full year that the Charters
are in place a portion of such distributions may be treated as a return of the "basis" of a U.S. holder's Common Shares. The Company was a passive foreign investment company ("PFIC") in the year 2003.
As a result U.S. Holders must make a timely tax election known as "QEF Election" with respect to the Company in order to prevent certain tax penalties from applying to such U.S. holder. The Company
provided all necessary tax

29

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information
to shareholders during February of 2004 in order that they may make such election. U.S. holders who previously made a QEF Election with respect to the Company must include in their taxable
income their pro rata share of the Company's ordinary income and net capital gain for the Company's taxable year which ends with or within such shareholder's taxable year and satisfy certain filing
requirements. For the year ended December 31, 2003, the Company mailed such tax information to its shareholders in February, 2004.

B.    SIGNIFICANT CHANGES

Since December 31, 2003, the date of the latest financial statements, the Company became an operating company after the expiration of the Shell
International charters on February 27, 2004. As a result, the Manager expects that the operating expenses of the Company will be greater for the year 2004 than for the year 2003, when the
Vessels were still under the Shell International charters. In addition, due to the change to an operating company, the Company should no longer be considered a PFIC for U.S. federal income tax
purposes in the year 2004, and our non-corporate U.S. shareholders will be subject to a lower U.S. federal income tax rate on dividends paid by the Company for the year 2005 and subsequent
years.

ITEM 9.    THE OFFER AND LISTING

Not applicable except for Item 9.A.4. and Item 9.C

The
following table sets forth, for the five most recent fiscal years during which the Company's Common Shares were traded on the Nasdaq National Market, the annual high and low closing
prices for the Common Shares as reported by the Nasdaq National Market.

Fiscal Year Ended December 31

High

Low2003

$
17.560

$
8.4502002

$
18.850

$
11.5102001

$
27.800

$
14.3202000

$
25.250

$
11.9381999

$
21.875

$
11.500


The
following table sets forth, for the two most recent fiscal years, the high and low closing prices for the Common Shares as reported by the Nasdaq National Market.

Fiscal Year Ended December 31, 2003

High

LowFirst quarter

$
17.560

$
13.590Second quarter

$
14.600

$
9.100Third quarter

$
9.920

$
8.450Fourth quarter

$
13.29

$
8.630Fiscal Year Ended December 31, 2002First quarter

$
18.700

$
15.500Second quarter

$
18.850

$
14.360Third quarter

$
14.620

$
11.770Fourth quarter

$
15.490

$
11.510


30

---



The following table sets forth, for the most recent six months, the high and low closing prices for the Common Shares as reported by the Nasdaq National Market.

High

LowApril 2004

$
21.150

$
16.840March 2004

$
21.270

$
17.880February 2004

$
17.810

$
14.230January 2004


17.060

$
13.370December 2003

$
13.290

$
10.120November 2003

$
10.660

$
8.990


The
Company's Common Shares have been quoted on the Nasdaq National Market under the symbol "VLCCF" since its initial public offering in February 1997.

ITEM 10.    ADDITIONAL INFORMATION



Not Applicable



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).



Not Applicable



The Company has been designated as a non-resident of Bermuda for exchange control purposes by the Bermuda Monetary Authority, whose permission for the
issue of the Common Shares was obtained prior to the offering thereof.

The
transfer of shares between persons regarded as resident outside Bermuda for exchange control purposes and the issuance of Common Shares to or by such persons may be effected without
specific
consent under the Bermuda Exchange Control Act of 1972 and regulations thereunder. Issues and transfers of Common Shares involving any person regarded as resident in Bermuda for exchange control
purposes require specific prior approval under the Bermuda Exchange Control Act 1972.

Subject
to the foregoing, there are no limitations on the rights of owners of the Common Shares to hold or vote their shares. Because the Company has been designated as
non-resident for Bermuda exchange control purposes, there are no restrictions on its ability to transfer funds in and out of Bermuda or to pay dividends to United States residents who are
holders of the Common Shares, other than in respect of local Bermuda currency.

In
accordance with Bermuda law, share certificates may be issued only in the names of corporations or individuals. In the case of an applicant acting in a special capacity (for example,
as an executor or trustee), certificates may, at the request of the applicant, record the capacity in which the applicant is acting. Notwithstanding the recording of any such special capacity, the
Company is not bound to investigate or incur any responsibility in respect of the proper administration of any such estate or trust.

The
Company will take no notice of any trust applicable to any of its shares or other securities whether or not it had notice of such trust.

31

---



As
an "exempted company", the Company is exempt from Bermuda laws which restrict the percentage of share capital that may be held by non-Bermudians, but as an exempted
company, the Company may not participate in certain business transactions including: (i) the acquisition or holding of land in Bermuda (except that required for its business and held by way of
lease or tenancy for terms of not more than 21 years) without the express authorization of the Bermuda legislature; (ii) the taking of mortgages on land in Bermuda to secure an amount in
excess of $50,000 without the consent of the Minister of Finance of Bermuda; (iii) the acquisition of securities created or issued by, or any interest in, any local company or business, other
than certain types of Bermuda government securities or securities of another "exempted company, exempted partnership or other corporation or partnership resident in Bermuda but incorporated abroad; or
(iv) the carrying on of business of any kind in Bermuda, except in so far as may be necessary for the carrying on of its business outside Bermuda or under a license granted by the Minister of
Finance of Bermuda.

There
is a statutory remedy under Section 111 of the Companies Act 1981 which provides that a shareholder may seek redress in the Bermuda courts as long as such shareholder can
establish that the Company's affairs are being conducted, or have been conducted, in a manner oppressive or prejudicial to the interests of some part of the shareholders, including such shareholder.
However, this remedy has not yet been interpreted by the Bermuda courts.

The
Bermuda government actively encourages foreign investment in "exempted" entities like the Company that are based in Bermuda but do not operate in competition with local business. In
addition to having no restrictions on the degree of foreign ownership, the Company is subject neither to taxes on its income or dividends nor to any exchange controls in Bermuda. In addition, there is
no capital gains tax in Bermuda, and profits can be accumulated by the Company, as required, without limitation. There is no income tax treaty between the United States and Bermuda pertaining to the
taxation of income other than applicable to insurance enterprises.



The Company is incorporated in Bermuda. Under current Bermuda law, the Company is not subject to tax on income or capital gains, and no Bermuda withholding tax
will be imposed upon payments of dividends by the Company to its shareholders. No Bermuda tax is imposed on holders with respect to the sale or exchange of Common Shares. Furthermore, the Company has
received from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts any legislation imposing any
tax computed on profits or income, including any dividend or capital gains withholding tax, or computed on any capital asset, appreciation, or any tax in the nature of an estate, duty or inheritance
tax, then the imposition of any such tax shall not be applicable. The assurance further provides that such taxes, and any tax in the nature of estate duty or inheritance tax, shall not be applicable
to the Company or any of its operations, nor to the shares, debentures or other obligations of the Company, until March 2016.

There
are no provisions of any reciprocal tax treaty between Bermuda and the United States affecting withholding.



Not Applicable



Not Applicable

32

---





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 and
are also available on our website located at www.knightsbridgetankers.com. 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 Company's headquarters at Par-la-Ville Place, 14 Par-la-Ville
Road, Hamilton, Bermuda.



Not Applicable

ITEM 11.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in interest rates primarily resulting from the floating rate of the Company's borrowings. The Company uses
interest rate swaps to manage such interest rate risk. The Company has not entered into any financial instruments for speculative or trading purposes.

The
Company's borrowings under the Credit Facility at December 31, 2003 of $125,397,399 bear interest at a floating rate which is reset quarterly based on the underlying London
interbank eurocurrency market. The obligations of the Company under the Credit Facility were refinanced under the Loan Agreement on March 3, 2004. The fair value of the Credit Facility at
December 31, 2003 was equal to the carrying amount of the facility at the same date.

The
Company entered into an interest rate swap transaction to hedge the interest rate variability on the Credit Facility. The swap has a notional amount equal to the outstanding
principal under the Credit Facility and the swap expires on the same date as that of the Credit Facility. At December 31, 2003, the pay-fixed interest rate of the swap was 6.74% and
the receive-variable rate was 1.55%. As a hedge against the Credit Facility, the swap effectively resulted in a fixed borrowing rate to the Company of 7.13% for the year ended December 31,
2003. Periodic cash settlements under the swap agreement occur quarterly corresponding with the interest payments under the Credit Facility. The fair value of the interest rate swap agreement was an
unfavorable $5,309,885 at December 31, 2003 (compared to an unfavorable $11,590,392 at December 31, 2002) calculated by taking into account the cost of entering into an interest rate
swap to offset the existing swap.

ITEM 12.    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not Applicable

33

---





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





ITEM 16.    RESERVED

ITEM 16A.    AUDIT COMMITTEE FINANCIAL EXPERT

The Company's Board of Directors has determined that the Company's Audit Committee does not currently have an Audit Committee Financial Expert because no member
of the Audit Committee has the relevant experience required under the definition of an "audit committee financial expert". The Company expects to have an audit committee financial expert in the year
2005.

ITEM 16B.    CODE OF ETHICS

The Company has adopted a Code of Ethics, filed as Exhibit 11.1 that applies to the Chairman, Chief Executive Officer, Chief Financial Officer and
Secretary.

ITEM 16C.    PRINCIPAL ACCOUNTANT FEES AND SERVICES



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

34

---



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 |  | $ | 50,000 |  |  |  | 
|----------------------------------- |  | - | ------ |  |  |  | 
|FISCAL YEAR ENDED DECEMBER 31, 2002 |  | $ | 45,000 |  |  |  | 



For the fiscal years ended December 31, 2002 and 2003 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 the heading "Audit Fees" above.



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
tax compliance, tax advice, and tax planning.

|FISCAL YEAR ENDED DECEMBER 31, 2003         |  |   |       |  |  |  | 
|------------------------------------------- |  | - | ----- |  |  |  | 
|Preparation of annual information statement |  | $ | 5,500 |  |  |  | 
|FISCAL YEAR ENDED DECEMBER 31, 2002         |  |   |       |  |  |  | 
|Preparation of annual information statement |  | $ | 5,500 |  |  |  | 



For the fiscal years ended December 31, 2002 and 2003 there have been no aggregate fees billed for professional services rendered by the principal
accountant for services other than Audit Fees, Audit-Related Fees and Tax Fees set forth above.



The Company's Audit Committee has adopted pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of
Rule 2-01 of Regulation S-X that require the Audit Committee to approve the appointment of the independent auditor of the Company before such auditor is engaged
and approve each of the audit and non-audit related services to be provided by such auditor under such engagement by the Company. All services provided by the principal auditor in 2003
were approved by the Audit Committee pursuant to the pre-approval policy.



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

Not Applicable

ITEM 16E.    PURCHASEES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS

Not Applicable

35

---





PART III

ITEM 17.    FINANCIAL STATEMENTS

Not Applicable

ITEM 18.    FINANCIAL STATEMENTS

The following financial statements listed below and set forth on pages F-1 through F-12 together with the independent auditors' report of
Deloitte & Touche AB thereon, are filed as part of this annual report:

Index to Financial Statements

|                                                                                                                |  | Page
|--------------------------------------------------------------------------------------------------------------- |  | ----
|Independent Auditors' Report                                                                                    |  | F-1 
|Consolidated Financial Statements:                                                                              |  |     
|Consolidated Balance Sheets as of December 31, 2003 and 2002                                                    |  | F-2 
|Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001                      |  | F-3 
|Consolidated Statements of Comprehensive Income for the years ended December 31, 2003, 2002 and 2001            |  | F-4 
|Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001                      |  | F-5 
|Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2003, 2002 and 2001 |  | F-6 
|Notes to Consolidated Financial Statements                                                                      |  | F-7 

36

---





INDEPENDENT AUDITORS' REPORT

To
the Board of Directors of
Knightsbridge Tankers Limited

We
have audited the accompanying consolidated balance sheets of Knightsbridge Tankers Limited and subsidiaries (the "Company") as of December 31, 2003 and 2002 and the related
consolidated statements of operations, comprehensive income, cash flows and changes in shareholders' equity for each of the three years in the period ended December 31, 2003. These consolidated
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In
our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Knightsbridge Tankers Limited and subsidiaries as
of December 31, 2003 and 2002 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.

As
discussed in Note 2 to the consolidated financial statements, in 2001 the Company changed its method of accounting for derivative instruments and hedging activities to conform
to Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities."

Deloitte &
Touche AB
Stockholm, Sweden
May 17, 2004

F-1

---





KNIGHTSBRIDGE TANKERS LIMITED  CONSOLIDATED BALANCE SHEETS  AS OF DECEMBER 31, 2003 AND 2002  (in U.S. Dollars)

|                                                                                           |  | 2003 |             | 2002 |  
|------------------------------------------------------------------------------------------ |  | ---- | ----------- | ---- | -
|ASSETS                                                                                     |  |      |             |      |  
|Current assets                                                                             |  |      |             |      |  
|Cash and cash equivalents                                                                  |  | $    | 6,311,829   |      | $
|Charter hire receivable                                                                    |  |      | 22,626,480  |      |  
|Prepaid expenses                                                                           |  |      | 26,883      |      |  
|Accrued income                                                                             |  |      | 11,624      |      |  
|                                                                                           |  |      |             |      |  
|Total current assets                                                                       |  |      | 28,976,816  |      |  
|Vessels under capital lease, net                                                           |  |      | 319,408,192 |      |  
|Capitalized financing fees and expenses, net                                               |  |      | 57,794      |      |  
|                                                                                           |  |      |             |      |  
|TOTAL ASSETS                                                                               |  | $    | 348,442,802 |      | $
|                                                                                           |  |      |             |      |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                       |  |      |             |      |  
|Current liabilities                                                                        |  |      |             |      |  
|Current portion of credit facility                                                         |  | $    | 8,400,000   |      | $
|Accrued expenses and other current liabilities                                             |  |      | 2,208,666   |      |  
|Interest rate swap agreement at fair value                                                 |  |      | 5,309,885   |      |  
|                                                                                           |  |      |             |      |  
|Total current liabilities                                                                  |  |      | 15,918,551  |      |  
|Long-term portion of credit facility                                                       |  |      | 116,997,399 |      |  
|Interest rate swap agreement at fair value                                                 |  |      |            |      |  
|                                                                                           |  |      |             |      |  
|Total liabilities                                                                          |  |      | 132,915,950 |      |  
|Commitments and contingencies                                                              |  |      |            |      |  
|Shareholders' equity                                                                       |  |      |             |      |  
|Common shares, par value $0.01 per share:                                                  |  |      |             |      |  
|Authorized, issued and outstanding 17,100,000                                              |  |      | 171,000     |      |  
|Contributed capital surplus account                                                        |  |      | 220,058,506 |      |  
|Accumulated other comprehensive income (loss)Net unrealized loss on derivative instrument |  |      | (5,309,885  | )    |  
|Retained earnings                                                                          |  |      | 607,231     |      |  
|                                                                                           |  |      |             |      |  
|Total shareholders' equity                                                                 |  | $    | 215,526,852 |      | $
|                                                                                           |  |      |             |      |  
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                 |  | $    | 348,442,802 |      | $
|                                                                                           |  |      |             |      |  

See
accompanying notes to consolidated financial statements.

F-2

---





KNIGHTSBRIDGE TANKERS LIMITED  CONSOLIDATED STATEMENTS OF OPERATIONS  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001  (in U.S. Dollars)

|                                                                |  | 2003 |            | 2002 |   | 2001       |  
|--------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|Charterhire revenue                                             |  | $    | 75,246,200 |      | $ | 40,275,925 |  
|Operating expenses:                                             |  |      |            |      |   |            |  
|Depreciation of vessels under capital leases                    |  |      | 17,592,860 |      |   | 17,592,860 |  
|Management fee                                                  |  |      | 750,000    |      |   | 750,000    |  
|Administration expenses                                         |  |      | 114,096    |      |   | 55,429     |  
|                                                                |  |      |            |      |   |            |  
|Net operating income                                            |  |      | 56,789,244 |      |   | 21,877,636 |  
|Interest income                                                 |  |      | 55,481     |      |   | 33,040     |  
|Interest expense                                                |  |      | (8,961,950 | )    |   | (8,938,483 | )
|Other financial expenses                                        |  |      | (421,544   | )    |   | (421,407   | )
|                                                                |  |      |            |      |   |            |  
|Net income                                                      |  | $    | 47,461,231 |      | $ | 12,550,786 |  
|                                                                |  |      |            |      |   |            |  
|Earnings per common sharebasic and diluted                     |  | $    | 2.78       |      | $ | 0.73       |  
|Weighted average number of shares outstandingbasic and diluted |  |      | 17,100,000 |      |   | 17,100,000 |  

See
accompanying notes to consolidated financial statements.

F-3

---





KNIGHTSBRIDGE TANKERS LIMITED  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001  (in U.S. Dollars)

|                                                                                            |  | 2003 |            | 2002 |   | 2001       |  
|------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|Net income                                                                                  |  | $    | 47,461,231 |      | $ | 12,550,786 |  
|Other comprehensive income (loss):                                                          |  |      |            |      |   |            |  
|Cumulative effect of change in accounting for derivative instruments and hedging activities |  |      |           |      |   |           |  
|Net unrealized gain (loss) on derivative instrument during the year                         |  |      | 6,280,507  |      |   | (2,037,888 | )
|                                                                                            |  |      |            |      |   |            |  
|Total other comprehensive income (loss)                                                     |  |      | 6,280,507  |      |   | (2,037,888 | )
|                                                                                            |  |      |            |      |   |            |  
|Comprehensive income                                                                        |  | $    | 53,741,738 |      | $ | 10,512,898 |  
|                                                                                            |  |      |            |      |   |            |  

See
accompanying notes to consolidated financial statements.

F-4

---





KNIGHTSBRIDGE TANKERS LIMITED  CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001  (in U.S. Dollars)

|                                                                            |                                                              | 2003 |             | 2002        |   | 2001        |        
|--------------------------------------------------------------------------- | ------------------------------------------------------------ | ---- | ----------- | ----------- | - | ----------- | -------
|Cash flows from operating activities                                        |                                                              |      |             |             |   |             |        
|Net income                                                                  |                                                              | $    | 47,461,231  |             | $ | 12,550,786  |        
|Items to reconcile net income to net cash provided by operating activities: |                                                              |      |             |             |   |             |        
|Depreciation                                                                |                                                              |      | 17,592,860  |             |   | 17,592,860  |        
|Amortization of capitalized financing fees and expenses                     |                                                              |      | 371,544     |             |   | 371,544     |        
|Changes in operating assets and liabilities:                                |                                                              |      |             |             |   |             |        
|                                                                            | Charter hire receivable, prepaid expenses and accrued income |      |             | (12,496,863 | ) |             | 362,818
|                                                                            | Accrued expenses and other current liabilities               |      |             | 10,842      |   |             | 20,939 
|                                                                            |                                                              |      |             |             |   |             |        
|Net cash provided by operating activities                                   |                                                              |      | 52,939,614  |             |   | 30,898,947  |        
|Cash flows from financing activities                                        |                                                              |      |             |             |   |             |        
|Repayments of loan                                                          |                                                              |      |            |             |   |            |        
|Distributions to shareholders                                               |                                                              |      | (46,854,000 | )           |   | (30,951,000 | )      
|                                                                            |                                                              |      |             |             |   |             |        
|Net cash used in financing activities                                       |                                                              |      | (46,854,000 | )           |   | (30,951,000 | )      
|Net increase (decrease) in cash and cash equivalents                        |                                                              |      | 6,085,614   |             |   | (52,053     | )      
|Cash and cash equivalents at beginning of year                              |                                                              |      | 226,215     |             |   | 278,268     |        
|                                                                            |                                                              |      |             |             |   |             |        
|Cash and cash equivalents at end of year                                    |                                                              | $    | 6,311,829   |             | $ | 226,215     |        
|                                                                            |                                                              |      |             |             |   |             |        
|Supplemental cash flow information:                                         |                                                              |      |             |             |   |             |        
|Interest paid                                                               |                                                              | $    | 8,951,886   |             | $ | 8,917,488   |        

See
accompanying notes to consolidated financial statements.

F-5

---





KNIGHTSBRIDGE TANKERS LIMITED  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001  (in U.S. Dollars)

|                                              |  | 2003 |             | 2002 |   | 2001        |  
|--------------------------------------------- |  | ---- | ----------- | ---- | - | ----------- | -
|SHARE CAPITAL                                 |  |      |             |      |   |             |  
|Balance at the beginning of the year          |  | $    | 171,000     |      | $ | 171,000     |  
|Shares issued                                 |  |      |            |      |   |            |  
|Shares bought back                            |  |      |            |      |   |            |  
|                                              |  |      |             |      |   |             |  
|Balance at the end of the year                |  |      | 171,000     |      |   | 171,000     |  
|                                              |  |      |             |      |   |             |  
|CONTRIBUTED CAPITAL SURPLUS ACCOUNT           |  |      |             |      |   |             |  
|Balance at the beginning of the year          |  |      | 220,058,506 |      |   | 238,458,720 |  
|Distributions to shareholders                 |  |      |            |      |   | (18,400,214 | )
|                                              |  |      |             |      |   |             |  
|Balance at the end of the year                |  |      | 220,058,506 |      |   | 220,058,506 |  
|                                              |  |      |             |      |   |             |  
|ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |  |      |             |      |   |             |  
|Balance at the beginning of the year          |  |      | (11,590,392 | )    |   | (9,552,504  | )
|Other comprehensive income (loss)             |  |      | 6,280,507   |      |   | (2,037,888  | )
|                                              |  |      |             |      |   |             |  
|Balance at the end of the year                |  |      | (5,309,885  | )    |   | (11,590,392 | )
|                                              |  |      |             |      |   |             |  
|RETAINED EARNINGS                             |  |      |             |      |   |             |  
|Balance at the beginning of the year          |  |      |            |      |   |            |  
|Net income                                    |  |      | 47,461,231  |      |   | 12,550,786  |  
|Distributions to shareholders                 |  |      | (46,854,000 | )    |   | (12,550,786 | )
|                                              |  |      |             |      |   |             |  
|Balance at the end of the year                |  |      | 607,231     |      |   |            |  
|                                              |  |      |             |      |   |             |  
|Total Stockholders' Equity                    |  | $    | 215,526,852 |      | $ | 208,639,114 |  
|                                              |  |      |             |      |   |             |  

See
accompanying notes to consolidated financial statements.

F-6

---





KNIGHTSBRIDGE TANKERS LIMITED  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

1.    DESCRIPTION OF BUSINESS

General

Knightsbridge Tankers Limited (the "Company") was incorporated in Bermuda in September, 1996, for the purpose of the acquisition, disposition, ownership, leasing
and chartering of five very large crude oil carriers (the "Vessels"), and certain related activities. The Vessels are owned through wholly-owned subsidiaries (the "Subsidiaries").

Since
February 1997, the Company has chartered the Vessels to Shell International Petroleum Company Limited (the "Charterer") on long-term "hell and high water"
bareboat charters (the "Charters"). The obligations of the Charterer under these charters are jointly and severally guaranteed by Shell Petroleum N.V. and The Shell Petroleum Company Limited (the
"Charter Guarantors"). The Charter and the Charter Guarantors are all companies of the Royal Dutch/Shell Group of Companies. The term of each of these Charters was a minimum of seven years, with an
option for the Charterer to extend the period for each Vessel's Charter for an additional seven-year term, to a maximum of approximately 14 years per Charter. In June 2003,
the Company received notice that Shell has chosen not to extend the bareboat charters for any of the Vessels for a second seven year period. Consequently, the existing bareboat charters to Shell
International expired for all five Vessels, in accordance with their terms, during March 2004 and the Vessels have been redelivered to the Company (see Note 9).

The
daily charterhire rate payable under each Charter is comprised of two primary components: (i) the base rate, which is a fixed minimum rate of charterhire equal to $22,069 per
Vessel per day, payable
quarterly in arrears ("Base Rate"), and (ii) additional hire, which is additional charterhire (determined and paid quarterly in arrears) that will equal the excess, if any, of a weighted
average of the daily time charter rates for three round-trip trade routes traditionally served by VLCCs, less an agreed amount of $10,500 during the initial term of the Charters,
representing daily operating costs over the Base Rate.

Ownership and management of the company

In February 1997, the Company offered and sold to the public 16,100,000 common shares, par value $0.01 per share, at an initial offering price of $20 per
share. Simultaneously, the Company sold 1,000,000 common shares at a price of $20 per share to ICB International Limited ("ICB International"), a company which since 1999 has been an indirect
wholly-owned subsidiary of Frontline Ltd., a Bermuda publicly traded oil tanker owning and operating company. As of December 31, 2003, ICB International owned approximately 0.01% of the
outstanding Common Shares.

ICB
Shipping (Bermuda) Limited (the "Manager"), an indirect wholly-owned subsidiary of Frontline Ltd., manages the business of the Company.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated
financial statements include the assets and liabilities of Knightsbridge Tankers Limited and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon
consolidation.

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

F-7

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Reporting currency

The Company's functional currency is the U.S. dollar as all revenues are received in U.S. dollars and a majority of the Company's expenditures are made in U.S.
dollars. The Company reports in U.S. dollars. The Company's subsidiaries report in U.S. dollars.

Transactions
in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction. Foreign currency monetary assets
and liabilities are translated using rates of exchange at the balance sheet date. Foreign currency non-monetary assets and liabilities are translated using historical rates of exchange.
Foreign currency translation gains or losses are included in the consolidated statements of operations.

Revenue and expense recognition

Revenues and expenses are recognised on the accrual basis. Revenues are generated from the Charters and such revenues are recorded over the term of the Charters
as service is provided.

Comprehensive income

Comprehensive income is defined as the change in the Company's equity during the year from transactions and other events and circumstances from nonowner sources.
Comprehensive income of the Company includes not only net income but also unrealized losses on derivative instruments used in cash flow hedges of future variable-rate interest payments on
the Company's debt. Such items are reported as accumulated other comprehensive income (loss), a separate component of shareholders' equity, until such time as the amounts are included in net income.

Leases

In connection with the original Vessels purchase transaction, the Company entered into a conditional sale/leaseback transaction with a third party banking
institution. The lease agreements do not encumber or obligate the Company's current or future cash flows and has no effect on the Company's financial position. The leasebacks have been classified as
capital leases by the Company. Accordingly, during the term of the leases, the Vessels will remain on the Company's consolidated balance sheet and the relevant subsidiaries will retain title to the
related Vessels.

The
Company has subleased the Vessels to a third party in the form of bareboat charters (the "Charters"). Such Charters are classified as operating leases by the Company.

Cash and cash equivalents

For the purposes of the consolidated statements of cash flows, all demand and time deposits and highly liquid, low risk investments with maturities of three
months or less at the date of purchase are considered equivalent to cash.

Charter hire receivable

There is a concentration of credit risk in that all revenues are due solely from the Charterer. See Note 9 regarding the expiration of the Charters in
2004.

F-8

---



Derivative instruments and hedging activities

Interest rate swap agreements are contractual agreements between the Company and other parties to exchange the net difference between a fixed and variable
interest rate periodically over the life of the contract without the exchange of the underlying principal amount of the agreement. The interest rate
swaps were executed as integral elements of the Company's original financing transactions and risk management policies to achieve specific interest rate management objectives. At the time of obtaining
its original financing, the Company entered into pay-fixed, receive-floating interest rate swap agreements to hedge its exposure to future cash flow variability resulting from variable
interest rates on the Company's debt.

On
January 1, 2001 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivatives Instruments and Hedging Activities," as
amended. SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at their fair value. Changes in the fair value of each derivative is recorded each period in
current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.

Upon
the adoption of SFAS No. 133 the Company recorded the fair value of its interest rate swap agreements which were designated as cash flow hedges against future
variable-rate interest payments on the Company's debt. The amount recorded as a transition derivative liability was $3,496,905 and an equal amount was recorded as accumulated other
comprehensive income (loss), which is a component of shareholders' equity. The adoption of SFAS No. 133 had no impact upon the Company's consolidated net income for the year ended
December 31, 2001. Subsequent to adopting SFAS No. 133 on January 1, 2001, the derivative liability has been adjusted to its current fair value with equal adjustments to
accumulated other comprehensive income (loss) reflecting the effectiveness of the cash flow hedge. As described in Note 9, the Company's accounting for the interest rate swap agreement changed
in 2004 as a result of the repayment of the Credit Facility in 2004 which resulted in the interest rate swap agreement being de-designated from being a cash flow hedge.

Prior
to the 2001 change in accounting principle referred to in the preceding paragraph, settlement hedge accounting was used by the Company whereby the fair values of the interest rate
swap agreements were not recorded on the balance sheet. As the swap agreements effectively altered the interest-rate characteristics of the hedged debt, the interest rate differential
between the swap agreements and the underlying hedged debt was accrued as interest rates changed and recognized as an adjustment to interest expense.

Vessels and depreciation

Vessels are stated at cost less accumulated depreciation. Depreciation is calculated based on cost, using the straight-line method, over the useful
life of each vessel. The useful life of each vessel is deemed to be 25 years.

Capitalized financing fees and expenses

Costs relating to the Credit Facility are capitalized and amortized over the term of the Credit Facility which is seven years.

F-9

---



Earnings per share

Earnings per share are based on the weighted average number of common shares outstanding for the period presented. For all periods presented, the Company had no
potentially dilutive securities outstanding and therefore basic and dilutive earnings per share are the same.

Impairment of long-lived assets

Long-lived assets that are 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. In addition, long-lived assets to be disposed of by sale are reported at the lower of their carrying amount or fair value less estimated
costs to sell.

Distributions to shareholders

Distributions to shareholders are applied first to retained earnings. When retained earnings are not sufficient, distributions are applied to the contributed
capital surplus account.

New accounting standards

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

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

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements." SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 also amends SFAS No. 13, "Accounting for
Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the

F-10

---



required
accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Lastly, SFAS No. 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Certain provisions of SFAS No. 145 became
effective during 2002 while other provisions became effective in 2003. The adoption of SFAS No. 145 by the Company did not have any impact on the Company's consolidated financial position or
results of operations.

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

In
January 2003, the FASB issued Interpretation 46, Consolidation of Variable Interest Entities. In December 2003, the FASB issued Interpretation 46 Revised, 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 in the first fiscal year or interim period ending after December 15, 2003 to variable
interest entities created after January 31, 2003. The consolidation requirements apply in the first fiscal year or interim period ending after December 15, 2003 for "Special Purpose
Entities" created before January 31, 2003. The consolidation requirements apply in the first fiscal year or interim period ending after March 15, 2004 for other entities created before
February 1, 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.
The adoption of the applicable provisions of Interpretation 46 did not have any impact on the Company's consolidated financial position as of December 31, 2003 or results of operations for the
year ended December 31, 2003. The remaining provisions become effective in 2004, but management does not expect that such provisions will have a material impact on the Company's consolidated
financial position or results of operations.

3.    VESSELS UNDER CAPITAL LEASE

(in US Dollars)

2003

2002Cost

$
439,821,545

$
439,821,545Accumulated depreciation


(120,413,353
)

(102,820,493Net book value at end of year

$
319,408,192

$
337,001,052


F-11

---



4.    CAPITALIZED FINANCING FEES AND EXPENSES

Capitalized financing fees and expenses are amortised on a straight-line basis over the life of the Credit Facility. The capitalized financing fees
and expenses are comprised of the following amounts:

(in US Dollars)

2003

2002Capitalized financing fees and expenses

$
2,600,804

$
2,600,804Accumulated amortization


(2,543,010
)

(2,171,466
)Net book value at end of year

$
57,794

$
429,338


As
described in Note 9, the capitalized financing fees and expenses were written-off in 2004 in connection with the repayment of the Credit Facility to which such fees
and expenses related.

5.    CREDIT FACILITY AND RELATED INTEREST RATE SWAP AGREEMENT

The Company has entered into a Credit Facility with a syndicate of international lenders, pursuant to which the Company originally borrowed $145.6 million
in the form of two term loans (the "Loans", or the "Primary Loan" and the "Amortizing Loan"). Of such amount, $125.4 million was in respect of the Primary Loan, and $20.2 million was in
respect of the Amortizing Loan.

The
Credit Facility is secured by, among other things, a pledge by the Company of 100% of the issued and outstanding capital stock of the Subsidiaries, a guarantee from each Subsidiary,
a mortgage on each Vessel, assignments of the Charters and the Charter Guaranties and an assignment of the rights to take title to the Vessels and the proceeds from the sale or any novation thereof.

The
Credit Facility provides for payment of interest on the outstanding principal balance of the Loans quarterly, in arrears, at a floating interest rate based on the rate in the London
interbank eurocurrency market.

During
2000, the final portion of the Amortizing Loan was repaid. The outstanding Credit Facility of $125.4 million as of December 31, 2003 consists of the Primary Loan and
is repayable in its entirely in August 2004. The variable rate on the Primary Loan was 1.55% at December 31, 2003. As described in Note 9, the $125.4 million Credit
Facility was repaid in March 2004 from the proceeds of new long-term borrowings. As a consequence, the $125.4 million Credit Facility at December 31, 2003 has been
classified as long-term except for $8.4 million which has been classified as current to reflect those principal installments of the new long-term borrowings which are
due to be repaid in 2004.

At
the time of entering into the Credit Facility, the Company entered into an interest rate swap agreement with Goldman Sachs Capital Markets, L.P., an affiliate of Goldman,
Sachs & Co., to hedge the future variable rate interest payments on the Primary Loan. The cash flow hedge effectively fixes the Company's interest rate obligations on the Primary Loan at the
rate of approximately 7.13% per annum.

The
terms of the interest rate swap agreement outstanding at December 31, 2003 are as follows:

Notional amount

$125,397,399Trade date

February 6, 1997Effective date

February 27, 1997Termination date

August 27, 2004Pay-fixed rate

6.74
%Receive-variable rate

1.55
%


F-12

---



The
fair value of the interest rate swap agreement was an unfavorable $5,309,885 at December 31, 2003 (2002$11,590,392) calculated by taking into account the cost of
entering into an interest rate swap to offset the existing swap. The Company's accounting policy applied to the interest rate swap agreement changed effective January 1, 2001 and is described
in more detail in Note 2. As described in Note 9, the Company's accounting for the interest rate swap agreement changed in 2004 as a result of the repayment of the Credit Facility in
2004. The credit risk under the swap agreement is not considered to be significant due to the counterparty's high credit rating.

6.    LEASES

The minimum future revenues, in the form of operating lease rentals, to be received on the Charters as of December 31, 2003 is as follows:

Year ending December 31:2004

$
6,400,010Total minimum lease rental revenues

$
6,400,010


As
described in Note 9, the Charters in effect at December 31, 2003 all expired in February 2004. As a consequence, the above rentals solely relate to those Charters
in effect at December 31, 2003 and do not include any rentals expected from agreements contracted in 2004 relating to the Vessels which are described in more detail in Note 9.

7.    TAXATION

The Company is incorporated in Bermuda. Under current Bermuda law, the Company is not required to pay taxes in Bermuda on either income or capital gains. The
Company has received written assurance from the Minister of Finance in Bermuda that, in the event of any such taxes being imposed, the Company will be exempted from taxation until the year 2016.

8.    RELATED PARTY TRANSACTION

On February 12, 1997, the Company entered into a management agreement with ICB Shipping (Bermuda) Limited (the "Manager") under which the Manager provides
certain administrative,
management and advisory services to the Company for an amount of $750,000 per year. The management agreement will terminate in 2012 unless earlier termination is approved pursuant to the terms of the
agreement. See Note 9 regarding the amendment to the management agreement after December 31, 2003.

9.    SUBSEQUENT EVENTS

In June 2003, the Company received notice that Shell International Petroleum Limited ("Shell") had chosen not to extend the bareboat charters (the
"Charters") for any of the Vessels for a second seven-year period beginning in March 2004. Consequently, the existing Charters to Shell expired for all five Vessels, in accordance
with their terms on February 27, 2004, and the Vessels were redelivered to the Company in March 2004. In regards to the redelivered Vessels, the Company has contracted three of its five
VLCCs on new medium or long-term charters. Beginning in March 2004, one of these Vessels was chartered to the Malayasian International Shipping Corporation for a
five-year period at a rate of approximately $31,000 per day. This arrangement commenced in mid March 2004 upon the redelivery of the vessel from Shell. Beginning in
April 2004, two of the Company's Vessels were chartered to Tankers International, LLC on medium-term charters each for a period of three years at a rate of $30,000 per day plus a
50:50 profit

F-13

---



sharing
arrangement for earnings in excess of $30,000 per day calculated by reference to the BITR Index. Tankers International LLC is a pool for the commercial operations of four large tanker owners
and operators: A.P. Moller, Euronav Luxembourg SA., Overseas Shipholding Group, Inc. and Reederie "Nord" Klaus E. Olendorff. The two time charters commenced in April 2004.

Upon
termination of the Charters with Shell in February 2004, the Vessels were redelivered to the original subsidiaries of the Company and subsequently sold to newly-formed
wholly-owned subsidiaries of the Company (the "New Subsidiaries"). Each Vessel was registered in the Republic of the Marshall Islands by the relevant New Subsidiary. In connection with the termination
of the Charters with Shell, the Company and the New Subsidiaries entered into a loan agreement with The Royal Bank of Scotland plc (the "Lender"), pursuant to which the Company borrowed
$140 million in the form of five loans of $28 million each in respect of a Vessel (together, the "Loan"). The Company is obligated to repay the Loan in twenty-eight quarterly
installments of $2.8 million (plus interest) and a final installment of $61.6 million (plus interest) on the last payment date. The Loan provides for payment of interest on the
outstanding principal balance of the Loan quarterly in arrears at the annual rate of LIBOR plus a margin. If a New Subsidiary sells or disposes of the related Vessel, the Company will be obligated to
make a loan prepayment principal balance of the Loan relating to the Vessel. The Loan is secured by, among other things, a guarantee from each New Subsidiary, a mortgage on each Vessel and an
assignment of any charter with respect to a Vessel.

In
March of 2004, using the proceeds from the new $140 million Loan, the Company repaid the existing $125 million credit facility described in Note 5 incurring
losses on the debt extinguishment of $16,000. As a consequent of the new long-term financing, the $125 million credit facility at December 31, 2003 has been classified as
long-term except for amounts equal to the principal installments due in 2004 under the new Loan. Also as a consequence of the repayment of the $125 million credit facility, the cash
flow hedge associated with the $125 million facility was de-designated in March 2004 and cash flow hedge accounting was discontinued. As a result of the
de-designation, the fair value adjustments in accumulated other comprehensive income arising from the swap and the discontinued hedging relationship was reclassified to the income
statement at the date of de-designation, and a loss of $4.2 million was recorded. The interest rate swap agreement was not terminated but matures in August 2004.

Effective
February 2004, the Company has entered into an amendment to the existing management agreement with the Manager. In view of the change in the employment of the Vessels
and the responsibilities of the Manager and the Board of Directors of the Company since the termination of the Charters, the management fee has been amended to $630,000 per year. The Company will be
responsible for paying its own administrative expenses including such items as audit fees, legal and professional fees, registrars fees, and Directors and officers fees and expenses.

F-14

---



ITEM 19.    EXHIBITS

|Number |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1      |  | Underwriting Agreement among Knightsbridge Tankers Limited (the "Company"), Cedarhurst Tankers LDC ("Cedarhurst"), Hewlett Tankers LDC ("Hewlett"), Inwood Tankers LDC ("Inwood"), Lawrence Tankers LDC ("Lawrence") and
Woodmere Tankers LDC ("Woodmere") (each of Cedarhurst, Hewlett, Inwood, Lawrence and Woodmere a "Subsidiary" and collectively the "Subsidiaries"), Lazard Freres & Co. LLC and Goldman, Sachs & Co., as representatives for the U.S. underwriters
(the "Representatives"), ICB Shipping (Bermuda) Limited (the "Manager") and ICB International Ltd. ("ICB International").**
|4.1    |  | Memorandum of Association of the Company.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2    |  | Bye-Laws of the Company.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.1  |  | Execution version of Bareboat Charter dated February 12, 1997 between Woodmere and Shell International Petroleum Company Limited ("SIPC") relating to the M.T. Myrina.**                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.2.2  |  | Execution version of Bareboat Charter dated February 12, 1997 between Hewlett and SIPC relating to the M.T. Megara.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2.3  |  | Execution version of Bareboat Charter dated February 12, 1997 between Inwood and SIPC relating to the M.T. Murex.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.2.4  |  | Execution version of Bareboat Charter dated February 12, 1997 between Lawrence and SIPC relating to the M.T. Macoma.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.2.5  |  | Execution version of Bareboat Charter dated February 12, 1997 between Cedarhurst and SIPC relating to the M.T. Magdala.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3.1  |  | Execution version of Charter Guaranty dated February 12, 1997 made by Shell Petroleum N.V. ("SPNV") and The Shell Petroleum Company Limited ("SPCo") (collectively the "Guarantors") in favor of Woodmere relating to the M.T. Myrina.**                                                                                                                                                                                                                                                                                                                                                              
|4.3.2  |  | Execution version of Charter Guaranty dated February 12, 1997 made by the Guarantors in favor of Hewlett relating to the M.T. Megara.**                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3.3  |  | Execution version of Charter Guaranty dated February 12, 1997 made by the Guarantors in favor of Inwood relating to the M.T. Murex.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.3.4  |  | Execution version of Charter Guaranty dated February 12, 1997 made by the Guarantors in favor of Lawrence relating to the M.T. Macoma.**                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.3.5  |  | Execution version of Charter Guaranty dated February 12, 1997 made by the Guarantors in favor of Cedarhurst relating to the M.T. Magdala.**                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.3.6  |  | Execution version of Pooling Agreement dated February 27, 1997 among the Subsidiaries as owners, and Shell International Trading and Shipping Company Limited on behalf of SIPC (collectively the "Charterers") relating to the fleet
spares.**                                                                                                                                                                                                                                                                                                                                                       
|4.4    |  | Execution version of Charter Guaranty dated February 12, 1997 made by the Guarantors in favor of the Company.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.5.1  |  | Execution version of Management Agreement dated February 12, 1997 between the Manager and the Company (incorporated by reference from Exhibit 10.5 of the Registration Statement).**                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.5.2  |  | Execution version of Amendment No. 1 to Management Agreement and Accession Agreement dated March 1, 2004 between the Manager and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---



|4.6.1  |  | Memorandum of Agreement dated October 24, 1996 among Ocala Shipping Limited ("Ocala"), the Charterers and Shell Tankers (UK) Limited ("STUK"), as buyer, relating to the M.T. Myrina (incorporated by reference from Exhibit 10.6 of the Registration
Statement).**                   
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.6.2  |  | Memorandum of Agreement dated October 24, 1996 among Kerbela Shipping Corp. ("Kerbela") the Charterers and STUK relating to the M.T. Megara (incorporated by reference from Exhibit 10.7 of the Registration Statement).**                                                            
|4.6.3  |  | Memorandum of Agreement dated October 24, 1996 among Trevose Shipping Corp. ("Trevose"), the Charterers and STUK relating to the M.T. Murex (incorporated by reference from Exhibit 10.8 of the Registration Statement).**                                                            
|4.6.4  |  | Memorandum of Agreement dated October 24, 1996 among Tourmaline Shipping Limited ("Tourmaline"), the Charterers and STUK relating to the M.T. Macoma (incorporated by reference from Exhibit 10.9 of the Registration Statement).**                                                   
|4.6.5  |  | Memorandum of Agreement dated October 24, 1996 among Fluid Navigation Ltd. ("Fluid"), the Charterers and STUK relating to the M.T. Magdala (incorporated by reference from Exhibit 10.10 of the Registration Statement).**                                                            
|4.7.1  |  | Assignment Agreement dated November 25, 1996 from STUK and Shell International Trading & Shipping Company Limited to the Company and the Subsidiaries relating to the relevant Memorandum of Agreement (incorporated by reference from Exhibit 10.11
of the Registration Statement).**
|4.7.2  |  | Assignment of Rights dated February 27, 1997 between Ocala as seller and Woodmere as buyer relating to the M.T. Myrina.**                                                                                                                                                             
|4.7.3  |  | Assignment of Rights dated February 27, 1997 between Kerbela as seller and Hewlett as buyer regarding the M.T. Megara.**                                                                                                                                                              
|4.7.4  |  | Assignment of Rights dated February 27, 1997 between Trevose as seller and Inwood as buyer regarding the M.T. Murex.**                                                                                                                                                                
|4.7.5  |  | Assignment of Rights dated February 27, 1997 between Tourmalene as seller and Lawrence as buyer regarding the M.T. Macoma.**                                                                                                                                                          
|4.7.6  |  | Assignment of Rights dated February 27, 1997 between Fluid as seller and Cedarhurst as buyer regarding the M.T. Magdala.**                                                                                                                                                            
|4.8.1  |  | Execution version of Letter Agreement dated February 6, 1997 among the Company, SIPC, ICB International, the Subsidiaries and the Manager (incorporated by reference from Exhibit 10.12.1 of the Registration Statement).**                                                           
|4.8.2  |  | Execution version of Letter Agreement dated February 6, 1997 among the Company, the Manager, ICB International, SIPC and the Guarantors (incorporated by reference from Exhibit 10.12.2 of the Registration Statement).**                                                             
|4.9    |  | U.K. Finance Lease Transaction Offer Letter dated November 12, 1996 made by National Westminster Bank Plc in favor of the Company and SIPC (incorporated by reference from Exhibit 10.13 of the Registration Statement).**                                                            
|4.10.1 |  | Conditional Sale Agreement dated November 25, 1996 between NatWest Leasing (GB) Limited ("NLL") and Woodmere relating to the M.T. Myrina (incorporated by reference from Exhibit 10.14 of the Registration Statement).**                                                              
|4.10.2 |  | Conditional Sale Agreement dated November 25, 1996 between NLL and Hewlett relating to the M.T. Megara (incorporated by reference from Exhibit 10.15 of the Registration Statement).**                                                                                                
|       |  |                                                                                                                                                                                                                                                                                       

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|4.10.3    |  | Conditional Sale Agreement dated November 25, 1996 between NLL and Inwood relating to the M.T. Murex (incorporated by reference from Exhibit 10.16 of the Registration Statement).**                       
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10.4    |  | Conditional Sale Agreement dated November 25, 1996 between NLL and Lawrence relating to the M.T. Macoma (incorporated by reference from Exhibit 10.17 of the Registration Statement).**                    
|4.10.5    |  | Conditional Sale Agreement dated November 25, 1996 between NLL and Cedarhurst relating to the M.T. Magdala (incorporated by reference from Exhibit 10.18 of the Registration Statement).**                 
|4.11.1    |  | Execution version of Charterparty by way of Demise dated February 12, 1997 between NLL as lessor and Woodmere as leasee relating to the M.T. Myrina.**                                                     
|4.11.2    |  | Execution version of Charterparty by Way of Demise dated February 12, 1997 between NLL as lessor and Hewlett as leasee relating to the M.T. Megara.**                                                      
|4.11.3    |  | Execution version of Charterparty by Way of Demise dated February 12, 1997 between NLL as lessor and Inwood as leasee relating to the M.T. Murex.**                                                        
|4.11.3(a) |  | Amendment Agreement to the Charterparty by Way of Demise dated February 27, 1997 among NLL, Inwood and SIPC.**                                                                                             
|4.11.4    |  | Execution version of Charterparty by Way of Demise dated February 12, 1997 between NLL as lessor and Lawrence as leasee relating to the M.T. Macoma.**                                                     
|4.11.5    |  | Execution version of Charterparty by Way of Demise dated February 12, 1997 between NLL as lessor and Cedarhurst as leasee relating to the M.T. Magdala.**                                                  
|4.12.1    |  | Execution version of Direct Support Agreement dated February 12, 1997 among NLL as lessor, SIPC and Woodmere as leasee.**                                                                                  
|4.12.2    |  | Execution version of Direct Support Agreement dated February 12, 1997 among NLL as lessor, SIPC and Hewlett as leasee.**                                                                                   
|4.12.3    |  | Execution version of Direct Support Agreement dated February 12, 1997 among NLL as lessor, SIPC and Inwood as leasee.**                                                                                    
|4.12.4    |  | Execution version of Direct Support Agreement dated February 12, 1997 among NLL as lessor, SIPC and Lawrence as leasee.**                                                                                  
|4.12.5    |  | Execution version of Direct Support Agreement dated February 12, 1997 among NLL as lessor, SIPC and Cedarhurst as leasee.**                                                                                
|4.13      |  | Execution version of Lessor Direct Agreement dated February 12, 1997 among the Company as borrower, the Subsidiaries as leasees, NLL as lessor and GSI.**                                                  
|4.13(a)   |  | Amendment Agreement to the Lessor Direct Agreement dated February 27, 1997 among the Company as borrower, the Subsidiaries as leasees, NLL as lessor and The Royal Bank of Scotland Plc ("RBS") as agent.**
|4.14.1    |  | Execution version of Lessor Mortgage and Assignment dated February 12, 1997 from NLL as chargor to Woodmere as chargee.**                                                                                  
|4.14.2    |  | Execution version of Lessor Mortgage and Assignment dated February 12, 1997 from NLL as chargor to Hewlett as chargee.**                                                                                   
|4.14.3    |  | Execution version of Lessor Mortgage and Assignment dated February 12, 1997 from NLL as chargor to Inwood as chargee.**                                                                                    
|          |  |                                                                                                                                                                                                            

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|4.14.4 |  | Execution version of Lessor Mortgage and Assignment dated February 12, 1997 from NLL as chargor to Lawrence as chargee.**                                                                       
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.14.5 |  | Execution version of Lessor Mortgage and Assignment dated February 12, 1997 from NLL as chargor to Cedarhurst as chargee.**                                                                     
|4.15.1 |  | Execution version of Deposit Agreement and Deposit Charge dated February 12, 1997 between Woodmere as leasee and Midland Bank PLC as a letter of credit issuing bank ("Midland").**             
|4.15.2 |  | Execution version of Deposit Agreement and Deposit Charge dated February 12, 1997 between Hewlett as leasee and Midland.**                                                                      
|4.15.3 |  | Execution version of Deposit Agreement and Deposit Charge dated February 12, 1997 between Inwood as leasee and Royal Bank of Canada Europe Limited as a letter of credit issuing bank ("RBC").**
|4.15.4 |  | Execution version of Deposit Agreement and Deposit Charge dated February 12, 1997 between Lawrence as leasee and National Australia Bank Limited as a letter of credit issuing bank ("NAB").**  
|4.15.5 |  | Execution version of Deposit Agreement and Deposit Charge dated February 12, 1997 between Cedarhurst as leasee and NAB.**                                                                       
|4.16.1 |  | Execution version of Irrevocable Standby Letter of Credit by Midland in favor of Woodmere as leasee.**                                                                                          
|4.16.2 |  | Execution version of Irrevocable Standby Letter of Credit by Midland in favor of Hewlett as leasee.**                                                                                           
|4.16.3 |  | Execution version of Irrevocable Standby Letter of Credit by RBC in favor of Inwood as leasee.**                                                                                                
|4.16.4 |  | Execution version of Irrevocable Standby Letter of Credit by NAB in favor of Lawrence as leasee.**                                                                                              
|4.16.5 |  | Execution version of Irrevocable Standby Letter of Credit by NAB in favor of Cedarhurst as leasee.**                                                                                            
|4.17.1 |  | Execution version of Reimbursement Agreement dated February 12, 1997 between Woodmere as leasee and Midland.**                                                                                  
|4.17.2 |  | Execution version of Reimbursement Agreement dated February 12, 1997 between Hewlett as leasee and Midland.**                                                                                   
|4.17.3 |  | Execution version of Reimbursement Agreement dated February 12, 1997 between Inwood as leasee and RBC.**                                                                                        
|4.17.4 |  | Execution version of Reimbursement Agreement dated February 12, 1997 between Lawrence as leasee and NAB.**                                                                                      
|4.17.5 |  | Execution version of Reimbursement Agreement dated February 12, 1997 between Cedarhurst as leasee and NAB.**                                                                                    
|4.18.1 |  | Execution version of Residual Obligation Agreement dated February 12, 1997 between SIPC as obligor and Midland relating to Woodmere as lessee.**                                                
|4.18.2 |  | Execution version of Residual Obligation Agreement dated February 12, 1997 between SIPC as obligor and Midland relating to Hewlett as lessee.**                                                 
|4.18.3 |  | Execution version of Residual Obligation Agreement dated February 12, 1997 between SIPC as obligor and RBC relating to Inwood as lessee.**                                                      
|       |  |                                                                                                                                                                                                 

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|4.18.4  |  | Execution version of Residual Obligation Agreement dated February 12, 1997 between SIPC as obligor and NAB relating to Lawrence as lessee.**                                                                                                                                                      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.18.5  |  | Execution version of Residual Obligation Agreement dated February 12, 1997 between SIPC as obligor and NAB relating to Cedarhurst as lessee.**                                                                                                                                                    
|4.19    |  | Execution version of Term Loan Facility Agreement dated February 6, 1997 among the Company as borrower, the Subsidiaries as guarantors, GSI as arranger and as agent, Goldman Sachs Capital Partners L.P. as bank ("GSCP") and Goldman Sachs Capital
Markets L.P. as swap counterparty ("GSCM").**
|4.19(a) |  | Amendment Agreement to Term Loan Facility Agreement dated February 27, 1997 among the Company as borrower, the Subsidiaries as guarantors, GSI as arranger and retiring agent, Goldman Sachs International Bank as bank ("GSIB"), GSCM as swap
counterparty and RBS as successor agent.**         
|4.19(b) |  | Side Letter to the Term Loan Facility Agreement dated February 27, 1997 among the Company, the Subsidiaries, SIPC, NLL and GSI.**                                                                                                                                                                 
|4.20.1  |  | Vessel Mortgage dated February 27, 1997 granted by Woodmere in favor of GSI relating to the M.T. Myrina.**                                                                                                                                                                                        
|4.20.2  |  | Vessel Mortgage dated February 27, 1997 granted by Hewlett in favor of GSI relating to the M.T. Megara.**                                                                                                                                                                                         
|4.20.3  |  | Vessel Mortgage dated February 27, 1997 granted by Inwood in favor of GSI relating to the M.T. Murex.**                                                                                                                                                                                           
|4.20.4  |  | Vessel Mortgage dated February 27, 1997 granted by Lawrence in favor of GSI relating to the M.T. Macoma.**                                                                                                                                                                                        
|4.20.5  |  | Vessel Mortgage dated February 27, 1997 granted by Cedarhurst in favor of GSI relating to the M.T. Magdala.**                                                                                                                                                                                     
|4.21.1  |  | Execution version of Floating Charge dated February 12, 1997 between Woodmere as chargor and GSI as agent.**                                                                                                                                                                                      
|4.21.2  |  | Execution version of Floating Charge dated February 12, 1997 between Hewlett as chargor and GSI as agent.**                                                                                                                                                                                       
|4.21.3  |  | Execution version of Floating Charge dated February 12, 1997 between Inwood as chargor and GSI as agent.**                                                                                                                                                                                        
|4.21.4  |  | Execution version of Floating Charge dated February 12, 1997 between Lawrence as chargor and GSI as agent.**                                                                                                                                                                                      
|4.21.5  |  | Execution version of Floating Charge dated February 12, 1997 between Cedarhurst as chargor and GSI as agent.**                                                                                                                                                                                    
|4.22    |  | Execution version of Floating Charge dated February 12, 1997 between the Company as chargor and GSI as agent.**                                                                                                                                                                                   

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Number

Description of Exhibit4.23

Execution version of Mortgage of Shares dated February 12, 1997 between the Company as chargor and GSI as agent.**4.24

Execution version of Borrower Assignment dated February 12, 1997 between the Company as assignor and GSI as agent.**4.25.1

Execution version of Guarantor (Subsidiary) Assignment dated February 12, 1997 between Woodmere as assignor and GSI as agent.**4.25.2

Execution version of Guarantor (Subsidiary) Assignment dated February 12, 1997 between Hewlett as assignor and GSI as agent.**4.25.3

Execution version of Guarantor (Subsidiary) Assignment dated February 12, 1997 between Inwood as assignor and GSI as agent.**4.25.4

Execution version of Guarantor (Subsidiary) Assignment dated February 12, 1997 between Lawrence as assignor and GSI as agent.**4.25.5

Execution version of Guarantor (Subsidiary) Assignment dated February 12, 1997 between Cedarhurst as assignor and GSI as agent.**4.26

Execution version of ISDA Master Agreement dated February 6, 1997 between GSCM and the Company.**4.27

Execution version of Intercreditor Agreement dated February 12, 1997 among the Company as borrower, the Subsidiaries as leasees (collectively with the Company as Obligors), GSI as arranger and as agent, GSCP as bank and GSCM as swap bank and
SIPC, SPCo, SPNV and the Manager, each as a subordinated creditor.**4.27(a)

Amendment Agreement dated February 27, 1997 to the Intercreditor Agreement among the Company as borrower, the Subsidiaries as leasees (collectively with the Company as Obligors), GSI as arranger, RBS as agent, GSIB as bank, GSCM as swap bank and
SIPC, SPCo, SPNV and the Manager, each as a subordinated creditor.**4.27(b)

Finance Party Accession/Designation Agreement dated February 27, 1997 among the Company and the Subsidiaries as obligors, GSI as existing party and arranger, RBS as new party, NLL as lessor, GSIB as bank, GSCM as swap bank and SIPC, SPCo, SPNV
and the Manager, each as a subordinated creditor.**4.28

Execution version of Multipartite Agreement dated February 12, 1997 among the Company as borrower, the Subsidiaries as guarantors, SIPC as charterer, GSI as arranger and agent, GSCP as bank and GSCM as swap bank.**4.29

Execution version of Subordination Agreement dated February 12, 1997 among the Company, the Subsidiaries, ICB International, the Manager, the Guarantors, SIPC and Goldman, Sachs & Co. as representative of the U.S. Underwriters, and GSI
as representative of the International Underwriters.**4.31

Execution version of Share Purchase Agreement dated February 12, 1997 between the Company and ICB International (incorporated by reference from Exhibit 10.37 of the Company's Registration Statement on Form F-1, filed December 13,
1996 (File No. 333-6170).4.32.1

Execution version of Novation Agreement dated March 15, 2004 between Inwood, Calico Leasing (GB) Limited ("Calico") and KTL Camden, Inc. ("Camden").4.32.2

Execution version of Novation Agreement dated March 5, 2004 between Lawrence, Calico and KTL Chelsea, Inc. ("Chelsea").4.32.3

Execution version of Novation Agreement dated March 18, 2004 between Cedarhurst, Calico and KTL Mayfair, Inc. ("Mayfair").


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4.32.4

Execution version of Novation Agreement dated March 11, 2004 between Hewlett, Calico and KTL Hampstead, Inc. ("Hampstead").4.32.5

Execution version of Novation Agreement dated March 29, 2004 between Woodmere, Calico and KTL Kensington, Inc. ("Kensington").4.33.1

Execution version of a Deed of Release dated March 15, 2004 between Inwood, Calico and RBS relating to a Lessor Mortgage and Assignment dated February 27, 1997.4.33.2

Execution version of a Deed of Release dated March 5, 2004 between Lawrence, Calico and RBS relating to a Lessor Mortgage and Assignment dated February 27, 1997.4.33.3

Execution version of a Deed of Release dated March 18, 2004 between Cedarhurst, Calico and RBS relating to a Lessor Mortgage and Assignment dated February 27, 1997.4.33.4

Execution version of a Deed of Release dated March 11, 2004 between Hewlett, Calico and RBS relating to a Lessor Mortgage and Assignment dated February 27, 1997.4.33.5

Execution version of a Deed of Release dated March 29, 2004 between Woodmere, Calico and RBS relating to a Lessor Mortgage and Assignment dated February 27, 1997.4.34

Form of Loan Agreement dated March 2, 2004 between the Company as borrower, the New Subsidiaries as new owners and RBS as lender.4.35

Form of ISDA Master Agreement dated March 2, 2004 between the Company and RBS.4.36.1

Execution version of General Assignment dated March 15, 2004 between Camden as owner and RBS as lender.4.36.2

Execution version of General Assignment dated March 5, 2004 between Chelsea as owner and RBS as lender.4.36.3

Execution version of General Assignment dated March 11, 2004 between Hampstead as owner and RBS as lender.4.36.4

Execution version of General Assignment dated March 29, 2004 between Kensington as owner and RBS as lender.4.36.5

Execution version of General Assignment dated March 18, 2004 between Mayfair as owner and RBS as lender.4.37

Execution version of Account Security Deed dated March 2, 2004 between the Company as borrower, each of Camden, Chelsea, Hampstead, Kensington and Mayfair as a new owner, and RBS as bank.4.38

[RESERVED]4.39

Execution version of Master Agreement Security Deed dated March 2, 2004 between the Company and RBS.4.40.1

Execution version of First Preferred Marshall Islands Mortgage dated March 15, 2004 between Camden as owner and RBS as mortgagee.4.40.2

Execution version of First Preferred Marshall Islands Mortgage dated March 5, 2004 between Chelsea as owner and RBS as mortgagee.4.40.3

Execution version of First Preferred Marshall Islands Mortgage dated March 11, 2004 between Hampstead as owner and RBS as mortgagee.4.40.4

Execution version of First Preferred Marshall Islands Mortgage dated March 29, 2004 between Kensington as owner and RBS as mortgagee.


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4.40.5

Execution version of First Preferred Marshall Islands Mortgage dated March 18, 2004 between Mayfair as owner and RBS as mortgagee.4.41.1

Execution version of Deed of Release dated March 29, 2004 relating to a Floating Charge dated February 12, 1997 between the Company as the chargor and RBS as the Agent.4.41.2

Execution version of Deed of Release dated March 15, 2004 relating to a Floating Charge dated February 12, 1997 between Inwood as the chargor and RBS as the Agent.4.41.3

Execution version of Deed of Release dated March 5, 2004 relating to a Floating Charge dated February 12, 1997 between Lawrence as the chargor and RBS as the Agent.4.41.4

Execution version of Deed of Release dated March 11, 2004 relating to a Floating Charge dated February 12, 1997 between Hewlett as the chargor and RBS as the Agent.4.41.5

Execution version of Deed of Release dated March 29, 2004 relating to a Floating Charge dated February 12, 1997 between Woodmere as the chargor and RBS as the Agent.4.41.6

Execution version of Deed of Release dated March 18, 2004 relating to a Floating Charge dated February 12, 1997 between Cedarhurst as the chargor and RBS as the Agent.4.42.1

Execution version of Deed of Release and Reassignment relating to a Guarantor Assignment dated February 12, 1997 dated March 15, 2004 between Inwood as the assignor and RBS as the Agent.4.42.2

Execution version of Deed of Release and Reassignment dated March 5, 2004 relating to a Guarantor Assignment dated February 12, 1997 between Lawrence as the assignor and RBS as the Agent.4.42.3

Execution version of Deed of Release and Reassignment dated March 11, 2004 relating to a Guarantor Assignment dated February 12, 1997 between Hewlett as the assignor and RBS as the Agent.4.42.4

Execution version of Deed of Release and Reassignment dated March 29, 2004 relating to a Guarantor Assignment dated February 12, 1997 between Woodmere as the assignor and RBS as the Agent.4.42.5

Execution version of Deed of Release and Reassignment dated March 18, 2004 relating to a Guarantor Assignment dated February 12, 1997 between Cedarhurst as the assignor and RBS as the Agent.4.42.6

Execution version of Deed of Release and Reassignment dated March 29, 2004 relating to a Borrower Assignment dated February 12, 1997 between the Company as the assignor and RBS as the Agent.4.43

Execution version of Deed of Release dated March 29, 2004 relating to a Mortgage of Shares dated February 12, 1997 between the Company as the assignor and RBS as the Agent.4.44.1

Execution version of Daylight Overdraft Facility dated March 18, 2004 between Mayfair as borrower, Cedarhurst as lessee, each of Lawrence and the Company as shareholders and RBS as lender.4.44.2

Execution version of Daylight Overdraft Facility dated March 29, 2004 between Kensington as borrower, Woodmere as lessee, each of Hewlett and the Company as shareholders and RBS as lender.4.44.3

Execution version of Daylight Overdraft Facility dated March 5, 2004 between Chelsea as borrower, Lawrence as lessee, each of Inwood and the Company as shareholders and RBS as lender.


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4.44.4

Execution version of Daylight Overdraft Facility dated March 11, 2004 between Hampstead as borrower, Hewlett as lessee, each of Cedarhurst and the Company as shareholders and RBS as lender.4.44.5

Execution version of Daylight Overdraft Facility dated March 15, 2004 between Camden as borrower, Inwood as lessee, each of Woodmere and the Company as shareholders and RBS as lender.11.1

Code of Ethics.12.1

Certification of the Chief Executive Officer.12.2

Certification of the Chief Financial Officer.13

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the
undersigned to sign this annual report on its behalf.

|                    |  | KNIGHTSBRIDGE TANKERS LIMITED
|------------------- |  | -----------------------------
|                    |  | By:                          
|Dated: June 1, 2004 |  |                              

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