Exhibit
4.42.3  Date March 11, 2004   THE
ROYAL BANK OF SCOTLAND PLC as Agent  - and -  HEWLETT
TANKERS LDC as Assignor  
  DEED
OF RELEASE AND REASSIGNMENT
relating to a Guarantor Assignment dated 12 February
1997  
  
   INDEX  Clause1
  DEFINITIONS AND
  INTERPRETATION2
  RELEASE
  AND REASSIGNMENT3
  NOTICE OF RELEASE
  AND REASSIGNMENT4
  FURTHER
  ASSURANCE5
  COUNTERPARTS6
  GOVERNING LAW7
  EXCLUSION OF THIRD
  PARTY RIGHTSSCHEDULE  2 
   THIS DEED OF RELEASE AND
REASSIGNMENT
is made on March 11, 2004  BETWEEN:  (1)THE ROYAL BANK OF SCOTLAND PLC, registered in Scotland under
number SC090312 whose registered office is at 36 St. Andrew Square, Edinburgh
EH2 2YB (as successor to Goldman Sachs International (Goldman) as agent and
trustee for the Finance Parties (as defined in the Facility Agreement as
defined below)) (the Agent) and  (2)HEWLETT TANKERS LDC, a company incorporated in the Cayman Islands
whose registered office is at 3rd Floor, CIBC Financial Centre, PO Box 1234,
George Town, Grand Cayman Island (the Assignor).  WHEREAS:  (A)Pursuant to the Guarantor
Assignment, the Assignor assigned to the Agent as agent and trustee for itself
and on behalf of the other Finance Parties as security for the Secured
Liabilities (i) all the Assigned Rights, the Assigned Contracts and the
Assigned Accounts and (ii) with effect from the end of the Charter Period, all
its rights, title and interest in or to each Post-Delivery Charter, the
Earnings, the Insurances, Requisition Compensation and all moneys payable in
respect of a Total Loss, on the terms therein.  (B)The Agent has agreed to release the
security created by the Guarantor Assignment and to reassign all rights, title
and interest in and to the Assigned Rights, the Assigned Contracts and the
Assigned Accounts to the Assignor.  1DEFINITIONS AND
INTERPRETATION  1.1In this Deed the following
definitions apply:  Facility
Agreement means the facility agreement dated 6 February 1997
and made between Knightsbridge Tankers Limited as borrower, the Subsidiaries of
the Borrower as Guarantors, Goldman as Arranger, the Banks, the Swap Parties
and Goldman as agent, as the agency role was transferred from Goldman to the
Agent; and  Guarantor Assignment means the guarantor
assignment dated 12 February 1997 made between the Assignor and Goldman
for itself and as agent and trustee for the other Finance Parties, as the
agency role was transferred from Goldman to the Agent.  1.2Defined expressions. 
Unless otherwise defined herein or the context shall otherwise require,
the meanings ascribed to words and expressions in the Guarantor Assignment
shall have the same meanings in this Deed (including in the Recitals hereto).  1.3Construction.The provisions of Clause 1.2
(Interpretation) of the Guarantor Assignment apply, with any necessary
modifications, to this Deed.  2RELEASE AND
REASSIGNMENT  2.1With effect from the date of this
Deed, the Agent irrevocably and unconditionally:  (a)releases the security created by the
Guarantor Assignment over the Assigned Rights, the Assigned Contracts and the
Assigned Accounts; and  (b)reassigns absolutely to the Assignor
without recourse or warranty all such rights, title and interest in and to any
part of the Assigned Rights, the Assigned Contracts and the Assigned Accounts
which have been assigned to the Agent pursuant to the Guarantor Assignment.  
   3NOTICE OF RELEASE
AND REASSIGNMENT  3.1Following the execution of this
Deed, the Agent undertakes to send to each Contract Counterparty (other than
the Lessor) in respect of an Assigned Contract listed in Schedule 1 of the
Guarantor Assignment and to the Account Bank, a notice of the release of
security and reassignment to the Assignor of the Assigned Rights, the Assigned
Contracts and the Assigned Accounts created by this Deed substantially in the
form set out in the Schedule to this Deed.  4FURTHER ASSURANCE  The Agent covenants with the Assignor that, upon the Assignors written
request and at the sole cost of the Assignor, it will sign and execute such
further deeds or instruments of release, issue notices or directions and do
such things as may reasonably be required to give effect to the release of
security and the reassignment of the Assigned Rights, the Assigned Contracts
and the Assigned Accounts contained in this Deed.  5COUNTERPARTS  This Deed may be executed in counterparts which, when taken together,
shall constitute one and the same agreement.  6GOVERNING LAW  This Deed shall be governed by and construed in accordance with English
law.  7EXCLUSION OF THIRD
PARTY RIGHTS  A person who is not a party to this Deed may not enforce any of its
terms under the Contracts (Rights of Third Parties) Act 1999.  EXECUTED as a DEED on the date appearing
the beginning of this Deed.  EXECUTED AS
  A DEED
  )
  /s/ Robert J. Mannersby THE ROYAL BANK OF SCOTLAND PLC
  )acting by Robert J. Manners
  )its duly authorised attorney in the presence of:
  )Signature of Witness:
  /s/ Charmaine RumbelowEXECUTED AS
  A DEED
  )
  /s/ Nicholas Sherriffby HEWLETT TANKERS LDC
  )acting by Nicholas Sherriff
  )its duly authorised attorney in the presence of:
  )Signature of Witness:
  /s/ illegible  2 
   SCHEDULE  Form
of notice of release and reassignment  To whom it may concern  Dear Sirs  Guarantor Assignment (the
Assignment) dated 12 February 1997 made between Hewlett Tankers LDC (the
Assignor) and Goldman Sachs International (Goldman) for itself and as agent
and trustee for the Finance Parties, as the agency role was transferred from
Goldman to The Royal Bank of Scotland plc (the Agent)  The Agent hereby notifies you that by a deed of release and reassignment
dated March 11, 2004 the Agent has:  1released the security created by the
Assignment; and  2reassigned to the Assignor such
rights, title and interest in the Assigned Rights, the Assigned Contracts and
the Assigned Accounts as were assigned to the Agent pursuant to the Assignment.  Capitalised terms not defined here shall have the meaning given to those
terms in the Assignment.  This notice
shall be governed by English law.  Yours faithfully   for and on behalf ofThe
  Royal Bank of Scotland plc  3