CORPORATE CODE OF BUSINESS ETHICS AND CONDUCT

Introduction

Ship Finance  International  Limited (the  "Company" or "Ship  Finance") and all
entities  controlled by the Company have a strong commitment to promoting honest
conduct and ethical  business  conduct by all Employees  (as defined  below) and
compliance with the laws that govern the conduct of our business  worldwide.  We
believe  that a  commitment  to  honesty,  ethical  conduct and  integrity  is a
valuable  asset that  builds  trust with our  customers,  suppliers,  employees,
shareholders  and  the  communities  in  which  we  operate.  To  implement  our
commitment,  we have  developed  a code of  business  ethics  and  conduct  (the
"Code").  This Code has been designed to deter  wrongdoing and to promote honest
and  ethical  conduct,  including  the  ethical  handling  of actual or apparent
conflicts  of interest  between  personal  and  professional  relationships  and
avoidance of conflicts of interest.  The Code  establishes  rules and  standards
regarding  behavior  and  performance  and  constitutes  a part of the terms and
conditions of employment.  Violation of the rules and standards  embodied in the
Code is not tolerated and will subject those responsible to disciplinary action.

The Code applies to all entities  controlled  by the Company and all  employees,
directors,  officers and agents of the Company,  including  representatives  and
agents of the Company's  manager,  Frontline  Management  (Bermuda)  Limited and
Frontline  Management  AS,  (collectively,  "Employee(s)").  All  Employees  are
required to read and understand the Code and certain  Employees will be required
to provide a  certification  to that effect.  We encourage  all Employees to ask
questions  regarding  the  application  of the Code.  Employees  may direct such
questions to their manager (in the absence of an actual or potential conflict of
interest), or to a Board member.

Employees  individually are ultimately responsible for their compliance with the
Code.  Every manager will also be responsible for  administering  the Code as it
applies to Employees and operations within each manager's area of supervision.

The Company's policy is to distribute the Code to affiliated  companies and urge
that they have in force similar polices and procedures to secure compliance with
the principles of business integrity and ethics set forth in this Code.

Employees  who observe or become aware of a situation  that they believe to be a
violation  of the Code have an  obligation  to notify  their  manager,  an Audit
Committee member or an Independent  Director unless the Code directs  otherwise.
Violations involving a manager should be reported directly to an Audit Committee
member  or an  Independent  Director.  When a  manager  receives  a report  of a
violation,  it will be the  manager's  responsibility  to handle  the  matter in
consultation  with an Audit Committee member or an Independent  Director.  If an
Employee reporting a violation wishes to remain anonymous,  all reasonable steps
will be taken to keep their identity  confidential.  All communications  will be
taken   seriously  and,  if  warranted,   any  reports  of  violations  will  be
investigated.

Procedures Regarding Waivers

Because of the importance of the matters involved in this Code,  waivers will be
granted only in limited  circumstances and where and circumstances would support
a waiver. Waivers of the Code may only be made by the Board.

                                                          The Board of Directors

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                  CORPORATE CODE OF BUSINESS ETHICS AND CONDUCT


Compliance with Laws, Rules and Regulations

All Employees are  responsible  for complying  with the various laws,  rules and
regulations  of  the  countries  and  regulatory  authorities  that  affect  the
Company's business. Questions with respect o your duties under the law should be
directed to your manager.

Fair Dealing

Employees must endeavor to deal fairly with the Company's customers,  suppliers,
charterers,  competitors and employees. No Employee should take unfair advantage
of anyone through  manipulation,  concealment,  abuse of privilege  information,
misrepresentation of material facts, or any other unfair-dealing practice.

Conflict of Interest and Corporate Opportunity

Employees must

a)   avoid any interest that conflicts or appears to conflict with the interests
     of the Company or that could reasonably be determined to harm the Company's
     reputation, and

b)   report any actual or potential conflict of interest (including any material
     transaction or relationship  that reasonably could be expected to give rise
     to such  conflict)  immediately  to manager or a Board member and adhere to
     instructions concerning how to address such conflict of interest.

A  conflict  of  interest  exists  if  actions  by any  Employee  are,  or could
reasonably  appear  to  be,  influenced   directly  or  indirectly  by  personal
considerations, duties owed to persons or entities other than the Company, or by
actual or potential personal benefit or gain.

Employees owe a duty to advance the legitimate interests of the Company when the
opportunities to do so arise.  Employees may not take for themselves  personally
opportunities  that  are  discovered  through  the  use of  corporate  property,
information or position

Confidentiality and Privacy

It is important  that you protect the  confidentiality  of Company  information.
Employees may have access to proprietary and confidential information concerning
the Company's business, clients and suppliers. Confidential information includes
such  items  as  non-public   information  concerning  the  Company's  business,
financial results and prospects and potential corporate transactions.  Employees
are required to keep such information  confidential during employment as well as
thereafter,   and  not  to  use,  disclose,  or  communicate  that  confidential
information  other than in the course of  employment.  The  consequences  to the
Company and the Employee  concerned  can be severe  where there is  unauthorized
disclosure of any non-public, privileged or proprietary information.

To ensure the  confidentiality  of any  personal  information  collected  and to
comply with applicable laws, any Employee in possession of non-public,  personal
information about the Company's customers,  potential  customers,  or Employees,
must maintain the highest  degree of  confidentiality  and must not disclose any
personal information unless authorization is obtained.

Proper Use of Company Assets

The Company's  assets are only to be used for legitimate  business  purposes and
only by authorized Employees or their designees. This applies to tangible assets
(such as office equipment, telephone, copy machines, etc.) and intangible assets
(such  as  trade  secrets  and  confidential  information).   Employees  have  a
responsibility to protect the Company's assets from theft and loss and to ensure
their efficient use. Theft,  carelessness  and waste have a direct impact on the
Company's  profitability.  If you become aware of theft,  waste or misuse of the
Company's assets you should report this to your manager.

Securities Trading

Investment  by Employees  in Ship Finance  securities  is  encouraged.  However,
because we are a public  company we are  subject to a number of laws  concerning
the purchase of our shares and other publicly traded securities.  Company policy
prohibits  Employees and their family members from trading  securities  while in
possession of material,  non-public  information  relating to the Company or any
other  company,  including  a  customer  or  supplier  that  has  a  significant
relationship with the Company.

Information  is  "material"  when  there  is a  substantial  likelihood  that  a
reasonable investor would consider the information important in deciding whether
to buy, hold or sell securities. In short, any information that could reasonably
affect the price of  securities  is material.  Information  is  considered to be
"public"  only  when it has been  released  to the  public  through  appropriate
channels and enough time has elapsed to permit the  investment  market to absorb
and evaluate the information

Directors,  officers and senior  managers  ("primary  insiders")  are subject to
various reporting and insider trading  requirements.  All employees are required
to obtain clearance in advance of any contemplated  securities transactions from
the Company's  representative  in charge of insider trading matters or the Board
and are also required to comply with all reporting requirements.

Policies against Discrimination and Harassment

The  Company  prohibits  discrimination  against  any  Employee  or  prospective
Employee on the basis of sex, race, color,  age,  religion,  sexual  preference,
marital status, national origin, disability, ancestry, political opinion, or any
other basis prohibited by the laws that govern its operations.

The Company prohibits unlawful  harassment.  Employees are expected to treat one
another with respect.  "Harassment" includes any conduct likely to cause offense
or humiliation to any person or that might, on reasonable  grounds, be perceived
by a reasonable  person to place a condition on employment or on any opportunity
for training or promotion.

Integrity of Corporate Records

All business  records,  expense accounts,  vouchers,  bills,  payrolls,  service
records,  reports to  government  agencies  and other  reports  must  accurately
reflect the facts.  Without  limiting the  foregoing,  all reports and documents
filed with the U.S. Securities and Exchange Commission,  as well as other public
communications should be full, fair, accurate and understandable.

The books and records of Ship Finance must be prepared with care and honesty and
must accurately reflect our transactions. All corporate funds and assets must be
recorded in accordance  with Company  procedures.  No  undisclosed or unrecorded
funds or assets shall be established for any purpose.

The  Company's   accounting   personnel  must  provide  the  independent  public
accountants and the Audit Committee with all information they request. Employees
must not,  and must not  direct  others  to,  take any  action  to  fraudulently
influence,  coerce, manipulate or mislead independent public accountants engaged
in the audit or review of the Company's financial  statements for the purpose of
rendering those financial statements materially misleading.

Special   Ethics   obligations   for   Employees   with   Financial    Reporting
Responsibilities

The CEO, the Chief Financial Officer and principal  accounting officer and those
other employees  designated by the Chief Financial  Officer as being involved in
the  preparation  of  the  Company's  financial  statements  (collectively,  the
"Financial Statement Reporting Employees") have a special role both to adhere to
the forgoing  principals  themselves  and also promote a culture  throughout the
Company of the importance of full,  fair,  timely,  accurate and  understandable
reporting of the Company's  financial  results and  conditions.  Because of this
special  role,  the  Financial  Statement  Reporting  Employees are bound by the
following  financial  employee code of ethics,  and by accepting the Code,  each
such Financial Statement Reporting Employee agrees that she or he will:

o    Act with honesty and integrity,  avoiding  actual or apparent  conflicts of
     interest in personal and professional relationships.

o    Provide   constituents   with  information  that  is  accurate,   complete,
     objective,  relevant, timely and understandable within accepted materiality
     standards.

o    Provide full, fair, accurate,  timely and understandable  disclosure on SEC
     reports and other public communications.

o    Comply with rules and regulations of federal,  state,  provincial and local
     governments, and other appropriate private and public regulatory agencies.

o    Act in good faith,  responsibly,  with due care,  competence and diligence,
     without misrepresenting  material facts or allowing his or hers independent
     judgment to be subordinated.

o    Respect the confidentiality of information acquired in the course of his or
     hers  work  except  when  authorized  or  otherwise  legally  obligated  to
     disclose.  Confidential  information  acquired in the course of his or hers
     work is not used for personal advantage.

o    Promptly report all material internal violations of the Code to his or hers
     supervisor,  chief  financial  officer,  internal  audit or the  Disclosure
     Committee as appropriate.

o    Acknowledge that any material  violation of the Code may subject him or her
     to disciplinary action up to and including termination.

The  Financial  Employee  Code of Ethics  is  deemed to be the "code of  ethics"
required under Section 406 of the Sarbanes-Oxley Act of 2002.

Entertainment, Gifts, Payments and Bribery

Decisions  by the  Company  and  its  agents  relating  to the  procurement  and
provision  of goods and  services  should  always be free from even a perception
that  favorable  treatment  was  sought,  received  or  given as the  result  of
furnishing  or  receiving  gift,  favors,  hospitality,  entertainment  or other
similar  gratuity.  The giving or  receiving of anything of value to induce such
decisions is  prohibited.  You should  never  solicit a gift or favor from those
with whom we do  business.  Providing  or receiving  gifts or  entertainment  of
moderate  value   motivated  by  commonly   accepted   business   courtesies  is
permissible, but not if such gifts or entertainment would reasonably be expected
to cause favoritism or a sense of obligation.

No bribes or other similar payments and benefits, directly or indirectly,  shall
be paid to employees of suppliers or customers.

Compliance with Anti-Trust Laws

The Company's business may be subject to United States, European Union and other
foreign  government  anti-trust and similar laws. All Employees must comply with
such laws and you should  confer with your manager  whenever you have a question
with respect to the possible anti-competitive effect of particular transactions.

Reporting of Violations of the Code

Directors,  officers and employees  should promptly report to an Audit Committee
member  or an  Independent  Director  information  of any  act by any  director,
officer or employee  that  violates the Code of Ethics.  Ship Finance will treat
such information in a confidential manner.

Employees are encouraged to speak to supervisors, managers and other appropriate
personnel  then in doubt  about  the  best  course  of  action  in a  particular
situation.

Health, Safety and Environmental Protection

The Company will conduct its business in a manner designed to protect the health
and safety of its Employees, its customers, the public, and the environment. The
Company's  policy is to operate its business and its vessels in accordance  with
all applicable  safety,  environmental  and safety laws and regulations so as to
ensure  the  protection  of the  environment  and the  Company's  personnel  and
property. All Employees should conduct themselves in a manner that is consistent
with this policy. Any departure or suspected  departure from this policy must be
reported promptly.

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                                 ACKNOWLEDGEMENT

          I understand that the Ship Finance Code of Business Ethics and Conduct
(the "Code") forms a part of my terms of employment.

          I understand that it is my responsibility to read, to understand,  and
to keep up to date the contents of the Code and to seek clarification or further
information, if needed, and to comply with the contents of the Code.

          I acknowledge that I have received a copy of the Code for my review. I
also  understand that breach or violation of the Code may result in disciplinary
action (which may include termination of employment).

          I further acknowledge that I have been afforded the opportunity to ask
any questions I have concerning the content of the Code.


Signature  ______________________

Date       ______________________

Name       ______________________
                (Please print)





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