Exhibit 4.40.2  Date
5 March 2004   KTL CHELSEA, INC. as Owner   - and -   THE ROYAL BANK OF SCOTLAND plc as Mortgagee   FIRST PREFERRED MARSHALL ISLANDS MORTGAGE   m.v. CHELSEA   WATSON, FARLEY & WILLIAMS
London  
   INDEX  Clause  1
  DEFINITIONS AND
  INTERPRETATION2
  MORTGAGE3
  PAYMENT COVENANTS4
  REPRESENTATIONS AND
  WARRANTIES5
  COVENANTS6
  PROTECTION OF SECURITY7
  ENFORCEABILITY
  AND MORTGAGEES POWERS8
  APPLICATION OF MONEYS9
  FURTHER ASSURANCES10
  POWER OF ATTORNEY11
  INCORPORATION
  OF LOAN AGREEMENT PROVISIONS12
  TOTAL AMOUNT, ETC.13
  SUPPLEMENTAL14
  LAW AND JURISDICTIONACKNOWLEDGEMENT OF MORTGAGE  
   THIS FIRST PREFERRED MORTGAGE is made
on 5 March 2004  BY  (1)KTL CHELSEA, INC., a corporation incorporated in the Republic of Liberia whose
registered office is at 80 Broad Street, Monrovia, Liberia and duly registered
as a foreign maritime entity under the laws of the Republic of the Marshall
Islands (the Owner)  IN FAVOUR OF  (1)THE ROYAL BANK OF SCOTLAND
plc, acting through its office at Shipping Business
Centre, 5-10 Great Tower Street, London EC3P 3HX (the Mortgagee, which expression
includes its successors and assigns).  BACKGROUND  (A)The Owner is the sole owner of the whole
of the m.v. CHELSEA documented under the laws and flag of the Marshall
Islands with Official Number 2036 of 156,802 gross registered tons and 107,829
net registered tons.  (B)By a loan agreement  (the Loan Agreement) dated 2 March
2004 and made between (i) Knightsbridge Tankers Limited (the Borrower),
(ii) KTL Hampstead, Inc., KTL Mayfair, Inc., KTL Camden, Inc., KTL Kensington,
Inc. and the Owner (together, the New Owners and individually, a New Owner)
and (iii) the Mortgagee it was agreed that (a) the Mortgagee would make
available to the Borrower a facility of up to US$140,000,000 by way of up to
five (5) separate advances and (b) the New Owners jointly and severally would
guarantee to the Mortgagee the obligations of the Borrower under the Loan
Agreement and the other Finance Documents and the Master Agreement.  A copy of the form of the Loan Agreement
without attachments is annexed to this Mortgage marked A.  (C)By certain agreements (each a Daylight
Funding Agreement) dated 2 March 2004 and made between, among
others, each New Owner and the Mortgagee it was agreed that the Mortgagee would
advance to each New Owner by way of a single advance and by way of overdraft a
facility of approximately US$40,000000 per New Owner for the purpose of
financing the balance of that New Owners obligation to pay the purchase price
of the Ship to be acquired by it in excess of the amount available for that
purpose under the Loan Agreement.  By
the guarantee contained in clause 10 of the Loan Agreement each New Owner
guarantees the liabilities of each other New Owner under, inter alia, its
Daylight Funding Agreement.  A copy of
the form of each Daylight Funding Agreement is annexed to this Mortgage marked
B.  (D)It is one of the conditions precedent to
(i) the availability of the facility under the Loan Agreement and (ii) the
facility under the Owners Daylight Funding Agreement that the Owner executes
and delivers this Mortgage in favour of the Mortgagee as security for the
Secured Liabilities and the performance and observance of and compliance with
the covenants, terms and conditions contained in the Finance Documents.  (E)Pursuant to the Loan Agreement, the
Mortgagee has on the date of this Mortgage advanced to the Borrower, and the
Borrower is indebted to the Mortgagee in, the principal amount of US$62,498,180
consisting of the aggregate of Advance B in the amount of US$28,000,000 and an advance
under the Daylight Funding Agreement in the amount of US$34,498,180.  As at the date of this Mortgage, the
Borrower and the Lender estimate that the maximum aggregate amount of the
Master Agreement Liabilities shall not exceed US$ 30,000,000  (F)The Owner has authorised the execution
and delivery of this Mortgage under and pursuant to Chapter 3 of the Republic
of The Marshall Islands Maritime Act 1990 as amended.  
   NOW THIS MORTGAGE WITNESSETH AND IT IS HEREBY AGREED as follows:  1DEFINITIONS AND INTERPRETATION  1.1Defined expressions.  Words and expressions defined in the Loan
Agreement shall have the same meanings when used in this Mortgage unless the
context otherwise requires.  1.2Definitions.  In this Mortgage, unless the contrary intention appears:  Loan Agreement means the loan agreement
dated 2 March 2004 referred to in Recital (B);  Secured Liabilities means all liabilities
which the Borrower, the New Owners, the other Security Parties or any of them
have, at the date of this Mortgage or at any later time or times, to the
Mortgagee under or in connection with any Finance Document or the Master
Agreement or any judgment relating to any Finance Document or the Master
Agreement (including, without limitation the liabilities of the New Owners as
joint and several guarantors of the liabilities of the Borrower and each other
New Owner, as contained in clause 10 of the Loan Agreement); and for this
purpose, there shall be disregarded any total or partial discharge of these
liabilities, or variation of their terms, which is effected by, or in
connection with, any bankruptcy, liquidation, arrangement or other procedure
under the insolvency laws of any country; and  Ship means the vessel described in Recital
(A) and includes any share or interest in that vessel and its engines,
machinery, boats, tackle, outfit, spare gear, fuel, consumable or other stores,
belongings and appurtenances whether on board or ashore and whether now owned
or later acquired.  1.3Application of construction and interpretation provisions of Loan
Agreement. 
Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary
modifications, to this Mortgage.  1.4Inconsistency between Loan Agreement provisions and this Mortgage.  This Mortgage shall be read
together with the Loan Agreement, but in case of any conflict between the Loan
Agreement and this Mortgage, the provisions of the Loan Agreement shall prevail
to the extent permitted by Marshall Islands law.  2MORTGAGE  2.1Mortgage.  In consideration of the premises and other good and valuable
consideration, the Owner grants, conveys, mortgages, pledges, confirms,
assigns, transfers and sets over the whole of the Ship to the Mortgagee as
security for:  (a)the
due and punctual payment of the Secured Liabilities; and  (b)the
performance and observance of and compliance with the covenants, terms and
conditions contained in the Finance Documents to which the Owner is or is to be
a party.  2.2Extent of property mortgaged.  This Mortgage shall not cover property other
than the Ship as the term Vessel is used in Sub-division 2 of
Section 71 of Chapter 3 of the Republic of The Marshall Islands Maritime Act
1990 as amended.  2.3Void provisions.  Any provision of this Mortgage construed as
waiving the preferred status of this Mortgage shall, to such extent, be void
and of no effect.  2.4Continuing security.  This Mortgage shall remain in force until
the end of the Security Period as a continuing security and, in particular:  2 
   (a)the
Security Interests created by Clause 2.1 shall not be satisfied by any
intermediate payment or satisfaction of the Secured Liabilities;  (b)the
Security Interests created by Clauses 2.1, and the rights of the Mortgagee
under this Mortgage, are only capable of being extinguished, limited or
otherwise adversely affected by an express and specific term in a document
signed by or on behalf of the Mortgagee;  (c)no
failure or delay by or on behalf of the Mortgagee to enforce or exercise a
Security Interest created by Clause 2.1 or a right of the Mortgagee under this
Mortgage, and no act, course of conduct, acquiescence or failure to act (or to
prevent the Owner from taking certain action) which is inconsistent with such a
Security Interest or such a right shall preclude or estop the Mortgagee (either
permanently or temporarily) from enforcing or exercising it; and  (d)this
Mortgage shall be additional to, and shall not in any way impair or be impaired
by:  (i)any
other Security Interest whether in relation to property of the Owner or that of
a third party; or  (ii)any
other right of recourse as against the Owner or any third party,  which the Mortgagee now or subsequently has
in respect of any of the Secured Liabilities.  2.5No obligations imposed on Mortgagee.  The Owner shall remain liable to perform all
obligations connected with the Ship and the Mortgagee shall not, in any
circumstances, have or incur any obligation of any kind in connection with the
Ship.  2.6Negative pledge; disposal of assets.  The Owner shall not:  (a)sell
the Ship;  (b)create
any Security Interest not exclusively securing the Secured Liabilities over the
Ship (other than Permitted Security Interests); or  (c)otherwise
dispose of the Ship or any right relating to the Ship.  2.7Release of security.  At the end of the Security Period or at such
earlier time as the Ship is sold and the Owner has complied with the provisions
of the Loan Agreement, the Mortgagee shall, at the request and cost of the
Owner, discharge this Mortgage.  3PAYMENT COVENANTS  3.1General.  The Owner shall comply with the following provisions of this
Clause 3 at all times during the Security Period.  3.2Covenant to pay amounts due under Loan Agreement.  The Owner shall pay to the
Lender all amounts from time to time due and payable to the Lender pursuant to
clause 10 of the Loan Agreement.  3.3Covenant to pay expenses etc.  The Owner shall pay all such expenses,
claims, liabilities, losses, costs, duties, fees, charges or other moneys as
are stated in this Mortgage to be payable by the Owner to or recoverable from
the Owner by the Mortgagee (or in respect of which the Owner agrees in this
Mortgage to indemnify the Mortgagee) at the times and in the manner specified
in this Mortgage.  3.4Covenant to pay default interest.  The Owner shall pay interest on any
expenses, claims, liabilities, losses, costs, duties, fees, charges or other
moneys referred to in Clause 3.3 from the date on which the relevant
expense, claim, liability, loss, cost, duty,  3 
   fee, charge or other money is paid or incurred by the
Mortgagee (as well after as before judgment):  (a)at the
rate described in clause 6.2 of the Loan Agreement;  (b)compounded
in accordance with clause 6.6 of the Loan Agreement; and  (c)on
demand.  3.5Covenant to pay other sums.  The Owner shall pay each and every other sum
of money which may be or become owing to the Mortgagee under the Loan
Agreement, this Mortgage and the other Finance Documents to which the Owner is
or is to be a party at the times and in the manner specified in this Mortgage
or in the other Finance Documents.  4REPRESENTATIONS AND WARRANTIES  4.1General.  The Owner represents and warrants to the Mortgagee as follows.  4.2Repetition of Loan Agreement representations and warranties.  The representations and
warranties in clause 11 of the Loan Agreement remain true and not misleading as
if repeated on the date of this Mortgage with reference to the circumstances
now existing.  5COVENANTS  5.1General.  The Owner shall comply with the following provisions of this
Clause 5 at all times during the Security Period except as the Mortgagee may
otherwise permit in writing.  5.2Insurance and Ship covenants.  The Owner shall comply with the provisions
of clauses 14 (insurance) and 15 (ship covenants) of the Loan Agreement,
all of which are expressly incorporated in this Mortgage with any necessary
modifications.  5.3Perfection of Mortgage.  The Owner shall:  (a)comply
with and satisfy all the requirements and formalities established by the
Republic of The Marshall Islands Maritime Act 1990 as amended and any other
pertinent legislation of the Republic of The Marshall Islands to perfect this
Mortgage as a legal, valid and enforceable first preferred mortgage and
maritime lien upon the Ship; and  (b)promptly
provide the Mortgagee from time to time with evidence in such form as the
Mortgagee requires that the Owner is complying with Clause 5.3(a).  5.4Notice of Mortgage.  The
Owner shall:  (a)carry
on board the Ship with its papers a certified copy of this Mortgage and cause
that certified copy of this Mortgage to be exhibited to any person having
business with the Ship which might give rise to a lien or the Ship other than a
lien for crews wages and salvage and to any representative of the Mortgagee on
demand; and  (b)place
and maintain in a conspicuous place in the navigation room and the Masters
cabin of the Ship a framed printed notice in plain type in English of such size
that the paragraph of reading matter shall cover a space not less than 6 inches
wide and 9 inches high reading as follows:  4 
   NOTICE OF
MORTGAGE  This Vessel is covered by a First Preferred
Mortgage to THE ROYAL BANK OF SCOTLAND plc under authority of Chapter 3 of the
Republic of The Marshall Islands Maritime Act 1990 as amended. Under the terms
of the said Mortgage neither the Owner nor any Charterer nor the Master of this
Vessel nor any other person has any right, power or authority to create, incur
or permit to be imposed upon this Vessel any lien whatsoever other than for
crews wages and salvage.  6PROTECTION OF SECURITY  6.1Mortgagees right to protect or maintain security.  The Mortgagee may take any
action which it may think fit for the purpose of protecting or maintaining the
security created by this Mortgage or for any similar or related purpose.  6.2Mortgagees right to insure, repair etc.  Without limiting the generality of Clause
6.1, if the Owner does not comply with Clause 5, the Mortgagee may:  (a)effect,
replace and renew any Insurances;  (b)arrange
for the carrying out of such surveys and/or repairs of the Ship as it deems
expedient or necessary; and  (c)discharge
any liabilities charged on the Ship, or otherwise relating to or affecting it,
and/or take any measures which the Mortgagee may think expedient or necessary
for the purpose of securing its release.  7ENFORCEABILITY AND MORTGAGEES POWERS  7.1Right to enforce security.  On the occurrence of an Event of Default but
without the necessity for any court order in any jurisdiction to the effect
that an Event of Default has occurred or that the security constituted by this
Mortgage has become enforceable, and irrespective of whether a notice has been
served under clause 18.2 of the Loan Agreement:  (a)the
security constituted by this Mortgage shall immediately become enforceable;  (b)the
Mortgagee shall be entitled at any time or times to exercise the powers set out
in Clause 7.2 and in any other Finance Document;  (c)the
Mortgagee shall be entitled at any time or times to exercise the powers
possessed by it as mortgagee of the Ship conferred by the law of any country or
territory the courts of which have or claim any jurisdiction in respect of the Owner
or the Ship; and  (d)the
Mortgagee shall be entitled to exercise all the rights and remedies in
foreclosure and otherwise given to mortgagees by applicable law including the
provisions of Chapter 3 of the Republic of The Marshall Islands Maritime Act
1990 as amended.  7.2Right to take possession, sell etc.  On the occurrence of an Event of Default,
the Mortgagee shall be entitled then or at any later time or times:  (a)to
take possession of the Ship whether actually or constructively and/or otherwise
to take control of the Ship wherever the Ship may be and cause the Owner or any
other person in possession of the Ship forthwith upon demand to surrender the
Ship to the Mortgagee without legal process and without the Mortgagee being
liable for any losses thereby caused or to account to the Owner in connection
therewith;  5 
   (b)to
sell the Ship or any share in the Ship with or without prior notice to the
Owner, and with or without the benefit of any charterparty or other contract
for its employment, by public auction or private contract at any time, at any
place and upon any terms (including, without limitation, on terms that all or
any part or parts of the purchase price be satisfied by shares, loan stock or
other securities and/or be left outstanding as a debt, whether secured or
unsecured and whether carrying interest or not) which the Mortgagee thinks fit,
with power for the Mortgagee to purchase the Ship at any such public auction
and to set off the purchase price against all or any part of the Secured
Liabilities;  (c)to
manage, insure, maintain and repair the Ship and to charter, employ, lay up or
in any other manner whatsoever deal with the Ship in any manner, upon any terms
and for any period which the Mortgagee may think fit, in all respects as if the
Mortgagee were the owner of the Ship and without the Mortgagee being
responsible for any loss thereby incurred;  (d)to
collect, recover and give good discharge for any moneys or claims arising in
relation to the Ship and to permit any brokers through whom collection or
recovery is effected to charge the usual brokerage therefor;  (e)to
take over or commence or defend (if necessary using the name of the Owner) any
claims or proceedings relating to, or affecting, the Ship which the Mortgagee
may think fit and to abandon, release or settle in any way any such claims or
proceedings; and  (f)generally,
to enter into any transaction or arrangement of any kind and to do anything in
relation to the Ship which the Mortgagee may think fit.  7.3No liability of Mortgagee.  The Mortgagee shall not be obliged to check
the nature or sufficiency of any payment received by it under this Mortgage or
to preserve, exercise or enforce any right relating to the Ship.  8APPLICATION OF MONEYS  8.1General.  All sums received by the Mortgagee:  (a)in
respect of sale of the Ship or any share in the Ship;  (b)in
respect of net profits arising out of the employment of the Ship pursuant to
Clause 7.2(c); or  (c)in
respect of any other transaction or arrangement under Clauses 7.1 or 7.2,  shall be held by the Mortgagee upon trust
in the first place to pay or discharge any expenses or liabilities (including
any interest) which have been paid or incurred by the Mortgagee in or in
connection with the exercise of its powers and to apply the balance in
accordance with clause 21 of the Loan Agreement.  9FURTHER ASSURANCES  9.1Owners obligation to execute further documents etc.  The Owner shall:  (a)execute
and deliver to the Mortgagee (or as it may direct) any assignment, mortgage,
power of attorney, proxy or other document, governed by the law of England or
such other country as the Mortgagee may, in any particular case, specify; and  (b)effect
any registration or notarisation, give any notice or take any other step,  which the Mortgagee may, by notice to the
Owner, specify for any of the purposes described in Clause 9.2 or for any
similar or related purpose.  6 
   9.2Purposes of further assurances.  The purposes referred to in Clause 9.1 are:  (a)validly
and effectively to create any Security Interest or right of any kind which the
Mortgagee intended should be created by or pursuant to this Mortgage or any
other Finance Document;  (b)to
protect the priority, or increase the effectiveness, in any jurisdiction of any
Security Interest which is created, or which the Mortgagee intended should be
created, by or pursuant to this Mortgage or any other Finance Document;  (c)to
enable or assist the Mortgagee to sell or otherwise deal with the Ship, to
transfer title to, or grant any interest or right relating to, the Ship or to
exercise any power which is referred to in Clauses 7.1 or 7.2 or which is
conferred by any Finance Document; or  (d)to
enable or assist the Mortgagee to enter into any transaction to commence,
defend or conduct any proceedings and/or to take any other action relating to
the Ship in any country or under the law of any country.  9.3Terms of further assurances.  The Mortgagee may specify the terms of any
document to be executed by the Owner under Clause 9.1, and those terms may
include any covenants, undertakings, powers and provisions which the Mortgagee
considers appropriate to protect its interests.  9.4Obligation to comply with notice.  The Owner shall comply with a notice under
Clause 9.1 by the date specified in the notice.  9.5Additional corporate action.  At the same time as the Owner delivers to
the Mortgagee any document executed under Clause 9.1(a), the Owner shall also
deliver to the Mortgagee a certificate signed by 2 of the Owners officers
which shall:  (a)set
out the text of a resolution of the Owners directors specifically authorising
the execution of the document specified by the Mortgagee; and  (b)state
that either the resolution was duly passed at a meeting of the directors
validly convened and held throughout which a quorum of directors entitled to
vote on the resolution was present or that the resolution has been signed by
all the directors and is valid under the Owners articles of incorporation or
other constitutional documents.  10POWER OF ATTORNEY  10.1Appointment.  For the purpose of securing the Mortgagees interest in the Ship
and the due and punctual performance the Owners obligations to the Mortgagee
under this Mortgage and every other Finance Document to which the Owner is or
is to be a party, the Owner irrevocably and by way of security appoints the
Mortgagee its attorney, on behalf of the Owner and in its name or otherwise, to
execute or sign any document and do any act or thing which the Owner is obliged
to do under any Finance Document.  10.2Ratification of actions of attorney.  For the avoidance of doubt and without
limiting the generality of Clause 10.1, the Owner confirms that Clause 10.1
authorises the Mortgagee to execute on its behalf a document ratifying any
transaction or action which the Mortgagee has purported to enter into or to
take and which the Mortgagee considers was or might have been outside its
powers or otherwise invalid.  10.3Delegation.  The Mortgagee may sub-delegate to any person or persons all or
any of the powers (including the discretions) conferred on the Mortgagee by
Clauses 10.1 and/or 10.2, and may do so on terms authorising successive sub-delegations.  7 
   11INCORPORATION OF LOAN AGREEMENT PROVISIONS  11.1Incorporation of specific provisions.  The following provisions of the Loan
Agreement apply to this Mortgage as if they were expressly incorporated in this
Mortgage with any necessary modifications:  clause 24, no set-off or tax deduction;  clause 29, variations and waivers;  clause 30, notices; and  clause 31, supplemental.  11.2Incorporation of general provisions.  Clause 11.1 is without prejudice to the
application to this Mortgage of any provision of the Loan Agreement which, by
its terms, applies or relates to the Finance Documents generally or this
Mortgage specifically.  12TOTAL AMOUNT, ETC.  12.1Total amount.  For the purpose of recording this Mortgage as required by Chapter
3 of the Republic of The Marshall Islands Maritime Act 1990 as amended, the
total amount of the direct and contingent obligations secured by this Mortgage
is Two hundred and ten million Dollars $210,000,000 together with interest,
fees, commissions and performance of mortgage covenants.  The date of maturity of this Mortgage is on
demand and there is no separate discharge amount.  13SUPPLEMENTAL  13.1No restriction on other rights.  Nothing in this Mortgage shall be taken to
exclude or restrict any power, right or remedy which the Mortgagee may at any
time have under:  (a)any
other Finance Document; or  (b)the
law of any country or territory the courts of which have or claim any
jurisdiction in respect of the Owner or the Ship.  13.2Exercise of other rights.  The Mortgagee may exercise any right under
this Mortgage before it has exercised any right referred to in Clause 13.1(a)
or (b).  13.3Settlement or discharge conditional.  Any settlement or discharge under this
Mortgage between the Mortgagee and the Owner shall be conditional upon no
security or payment to the Mortgagee by the Owner or any other person being set
aside, adjusted or ordered to be repaid, whether under any insolvency law or
otherwise.  14LAW AND JURISDICTION  14.1Marshall Islands law.  This Mortgage shall be governed by, and
construed in accordance with, Marshall Islands law.  14.2Choice of forum.  The Mortgagee reserves the rights:  (a)to
commence proceedings in relation to any matter which arises out of or in
connection with this Mortgage in the courts of any country which have or claim
jurisdiction to that matter; and  8 
   (b)to
commence such proceedings in the courts of any such country or countries concurrently
with or in addition to proceedings in the Marshall Islands or without
commencing proceedings in the Marshall Islands.  14.3Action against Ship.  The rights referred to in Clause 14.2
include the right of the Mortgagee to arrest and take action against the Ship
at whatever place the Ship shall be found lying and for the purpose of any
action which the Mortgagee may bring before the courts of that jurisdiction or
other judicial authority and for the purpose of any action which the Mortgagee
may bring against the Ship, any writ, notice, judgment or other legal process
or documents may (without prejudice to any other method of service under
applicable law) be served upon the Master of the Ship (or upon anyone acting as
the Master) and such service shall be deemed good service on the Owner for all
purposes.  14.4Mortgagees rights unaffected.  Nothing in this Clause 14 shall exclude or
limit any right which the Mortgagee may have (whether under the law of any
country, an international convention or otherwise) with regard to the bringing
of proceedings, the service of process, the recognition or enforcement of a
judgment or any similar or related matter in any jurisdiction.  14.5Meaning of proceedings.  In this Clause 14, proceedings means proceedings
of any kind, including an application for a provisional or protective measure.  IN WITNESSwhereof the Owner has
caused this Mortgage to be executed by its duly authorised Attorney-in-Fact the
day and year first before written.   KTL CHELSEA, INC.   By
  /s/ Arthur Lichtenstein  9 
   ACKNOWLEDGEMENT OF
MORTGAGE   STATE OF NEW YORK
  ))  S.S.COUNTY OF NEW YORK
  )   On this 5th day of March 2004 before me personally
appeared Arthur Lichtenstein to me known who being by me duly sworn did depose
and say that he resides at 21986 75th Avenue, Bayside, New York 11364 that he
is an attorney-in-fact for KTL CHELSEA, INC. the corporation described
in and which executed the foregoing instrument; and that he signed his name
thereto by order of the Board of Directors of said Corporation.    /s/ Sonia D.
  OdomNotary
  Public  10