-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
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<SEC-DOCUMENT>0000919574-01-500621.txt : 20010801
<SEC-HEADER>0000919574-01-500621.hdr.sgml : 20010801
ACCESSION NUMBER:		0000919574-01-500621
CONFORMED SUBMISSION TYPE:	8-A12B/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010730

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRONTLINE LTD /
		CENTRAL INDEX KEY:			0000913290
		STANDARD INDUSTRIAL CLASSIFICATION:	DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412]
		IRS NUMBER:				980135919
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-A12B/A
		SEC ACT:		
		SEC FILE NUMBER:	001-16601
		FILM NUMBER:		1693225

	BUSINESS ADDRESS:	
		STREET 1:		PO BOX HM 1593 MERCURY HOUSE
		STREET 2:		101 FRONT STREET
		CITY:			HAMILTON HM GX BERMU
		STATE:			D0
		BUSINESS PHONE:		8092957259

	MAIL ADDRESS:	
		STREET 1:		PO BOX HM 1593 MERCURY HOUSE
		STREET 2:		101 FRONT STREET
		CITY:			HAMILTON HM12
		STATE:			D0

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	LONDON & OVERSEAS FREIGHTERS LTD
		DATE OF NAME CHANGE:	19931012
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-A12B/A
<SEQUENCE>1
<FILENAME>fr8aa02089009af8.txt
<TEXT>



<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                     ______________________

                        FORM 8-A/A No. 1

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                         FRONTLINE LTD.

- ----------------------------------------------------------------
       (Exact name of Issuer as specified in its chapter)

Bermuda                                N/A
- ----------------------------------------------------------------
(State of incorporation                (IRS Employer
or organization)                       Identification No.)

Mercury House
101 Front Street
Hamilton, HM 12, Bermuda
- -----------------------------------------------------------------
(Address of principal                                  (Zip Code)
executive offices)

    If this form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box.

    If this form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box.  /  /

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class          Name of each exchange on
to be so registered          which each class is to be registered
- -------------------          ------------------------------------

Ordinary Shares ($2.50       New York Stock Exchange
  par value)

Ordinary Share           New York Stock Exchange
Purchase Rights




<PAGE>

Securities to be registered pursuant to Section 12(g) of the Act:

                              None
- -----------------------------------------------------------------
                        (Title of Class)
















































                                2



<PAGE>

Item 1.  Description of Registrant's Securities to be Registered
         -------------------------------------------------------

         The following sections of the Company's Registration
         Statement on Form F-1 (Registration No. 33-70158),
         including amendments thereto, filed with the Securities
         and Exchange Commission on October 13, 1993, are hereby
         incorporated by reference:

         1.   Prospectus Summary (p. 3);
         2.   Description of Share Capital (p. 48);
         3.   Foreign Issuer Considerations (p. 66);

      The following section of the Company's Registration
         Statement on Form 8-A filed with the Securities and
         Exchange Commission on December 9, 1996, is hereby
         incorporated by reference:

         4.   Item 1.  Description of Registrant's Securities to
              be Registered;

         The following section of the Company's Registration
         Statement on Form F-4 (Registration No. 333-08608),
         including amendments thereto, filed with the Securities
         and Exchange Commission on April 7, 1998, are hereby
         incorporated by reference:

      5.   Rights Plan (p. 71) and Exhibit 4.2;

         The following section of the Company's Annual Report on
         Form 20-F, including amendments thereto, filed with the
         Securities and Exchange Commission on June 13, 2001, is
         hereby incorporated by reference:

      6.   Taxation (p. 46).


Item 2.  Exhibits            Description
         --------            -----------

         1                   Memorandum of Association of the
                             Company which is hereby incorporated
                             by reference to Exhibit 3.1 of the
                             Company's Registration Statement on
                             Form F-1 (Registration No. 33-
                             70158), including exhibits thereto,
                             filed with the Securities and
                             Exchange Commission on October 12,
                             1993.




                                3



<PAGE>

         2                   Amended and Restated Bye-Laws of the
                             Company which is hereby incorporated
                             by reference to Exhibit 3.2 in the
                             Registration Statement on Form F-4
                             (Registration No. 333-08608),
                             including exhibits thereto, filed
                             with the Securities and Exchange
                             Commission on April 7, 1998.

         3                   Rights Agreement between the Company
                             and the Bank of New York which is
                             hereby incorporated by reference to
                             Exhibit 4.2 in the Registration
                             Statement on Form F-4 (Registration
                             No. 333-08608), including exhibits
                             thereto, filed with the Securities
                             and Exchange Commission on April 7,
                             1998.

         4                   Ordinary Share Certificate
                             (specimen) of the Company.
































                                4



<PAGE>

                            SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

Dated:  July 30, 2001            FRONTLINE LTD.



                                 By: /s/ Kate Blankenship
                                     _____________________
                                     Kate Blankenship
                                     Secretary






































                                5
02089009.AF8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>frex402089009af4.txt
<TEXT>



<PAGE>

                                                      EXHIBIT 4

ORDINARY SHARES                              This certificate is
                                             transferable in
                                             Ridgefield Park, NJ
                                             or New York, NY

INCORPORATED UNDER THE LAWS                  CUSIP G3682E 12 7

OF THE ISLANDS OF BERMUDA                    SEE REVERSE FOR
                                             CERTAIN RESTRICTIONS
                                             AND DEFINITIONS

                         FRONTLINE LTD.

This is to Certify that


is the owner of


         FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE
         TWO DOLLARS AND FIFTY CENTS ($2.50 EACH) OF THE ORDINARY
         SHARES OF

Frontline Ltd. (the "Company") transferable on the books of the
Company by the holder hereof in person or by attorney duly
authorized in writing upon surrender of this certificate properly
endorsed.  This certificate and the shares represented hereby are
issued and shall be held subject to all the provisions of the
Memorandum of Association and Bye-laws of the Company, copies of
which are on file with the Transfer Agent, to all the provisions
of which the holder hereof by acceptance of this certificate
asserts.

         This certificate is not valid until countersigned and
registered by the Transfer Agent and Registrar.

      Witness the facsimile seal and the facsimile signature
of the Company's duly authorized officers.

Dated:                                 /s/ John Fredriksen
                                       -------------------------
                                           John Fredriksen
Countersigned and Registered:

  Mellon Investor Services LLC         /s/ Kate Blankenship
    Transfer Agent and Registrar       -------------------------
                                           Kate Blankenship



<PAGE>

                                                        [Reverse]

                         FRONTLINE LTD.


    This certificate also evidences certain Rights as set forth
in a Rights Agreement between Frontline Ltd. (formerly London &
Overseas Freighters Limited) and The Bank of New York dated as of
December 6, 1996 (the "Rights Agreement"), the terms of which are
hereby incorporated herein by reference and a copy of which is
available for inspection by members at the registered office of
the Company.  The Company will mail to the holder of this
certificate a copy of the Rights Agreement without charge
promptly after receipt of a written request therefor.  Under
certain circumstances, as set forth in the Rights Agreement, such
Rights may be evidenced by separate certificates and no longer be
evidenced by this certificate, may be redeemed or exchanged or
may expire.  As set forth in the Rights Agreement, Rights issued
to, or held by, any Person who is, was or becomes an Acquiring
Person or an Affiliate or Associate thereof (as such terms are
defined in the Rights Agreement), whether currently held by or on
behalf of such Person or by any subsequent holder, may be null
and void.  Rights shall not exercisable to securities in any
jurisdiction if (i) the requisite qualification in such
jurisdiction shall not have been obtained, (ii) such exercise
shall not be permitted under applicable law or (iii) if
applicable, a registration statement in respect of such
securities shall not have been declared effective.

         The following abbreviations, when used to the
inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable
laws or regulations:

    TEN COM - as tenants in      UNIF GIFT MIN ACT- ___ Custodian
              common                            (Cust)  (Minor)
    TEN ENT - as tenants by      under Uniform Gifts to Minors
              the entireties     Act _______
    JP TEN  - as joint tenants       (State)
              with right of
              surviorship and
              not as tenants
              in common

         Additional abbreviations may also be used though not in
the above list.

         For Value Received, ________ hereby sell, assign and
transfer unto



<PAGE>

Please insert social security
or other identifying number
of assignee

- -------------------------------


- -----------------------------------------------------------------
     (Please print or typewrite name and address, including
                     zip code, of Assignee)

- -----------------------------------------------------------------

- -----------------------------------------------------------------

- -----------------------------------------------------------Shares
of the capital stock reported by the within Certificate, and do
hereby irrevocably constitute and appoint

- ---------------------------------------------------------Attorney
to transfer the said stock on the books of the within-named
Company with full power of substitution in the premises.

Dated______________


- ----------------------------------------------------------------
NOTICE:  The signature to this assignment must correspond with
         the name as written upon the face of the certificate in
         every particular, without alteration or enlargement, or
         any change whatever.

SIGNATURE(S) GUARANTEED:________________________________________
                          The signature(s) should be guaranteed
                          by an eligible guarantor institution
                          (banks, stockbrokers, savings and loan
                          associations and credit unions with
                          membership in an approved signature
                          guarantee medallion program), pursuant
                          to S.E.C. Rule 17Ad-15.













                                3
02089009.AF4

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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