UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 6-K

                            Report of Foreign Issuer
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934


                         For the month of            October , 2004
                                          -------------------------------------

                                 Frontline Ltd.
--------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

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

Indicate by check mark whether the registrant  files or will file annual reports
under cover Form 20-F or Form 40-F

                       Form 20-F [X]    Form 40-F

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                              Yes     No [X]


If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-



Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This report contains an update to the earnings  release of Frontline Ltd for the
quarter ended June 30, 2004 along with a Management's Discussion and Analysis of
Financial  Condition  and Results of  Operations  for the quarter and six months
ended June 30, 2004.

The June 30, 2004 balance sheet  presented in this report has been restated from
the June 30, 2004 balance  sheet  presented in our earnings  release for the six
months  ended June 30, 2004 as  submitted  to the U.S. SEC on Form 6-K on August
23, 2004, to decrease  minority  interest by $20.9 million and to increase total
stockholders' equity by $20.9 million.


                                   Frontline Ltd

                       Index to Interim Financial Information

Report of Independent Registered Public Accounting Firm                    4

Unaudited Condensed Statements of Operations for the three and             5
six month periods ended June 30, 2004 and 2003

Unaudited Condensed Balance Sheet as of June 30, 2004 and                  6
Audited Condensed Balance Sheet as of December 31, 2003

Unaudited Condensed Statements of Cash Flows for the three and             7
six month periods ended June 30, 2004 and 2003

Unaudited Statements of Changes in Stockholder's Equity for the            8
six months ended June 30, 2004 and 2003

Notes to Interim Financial Statements                                      9

Selected Financial Data                                                   14

Management's Discussion and Analysis of Financial Condition and           16
Results of Operations for the six months ended June 30, 2004

Signatures                                                                20





             Report of Independent Registered Public Accounting Firm

To the Board of Directors of Frontline Ltd:

We have reviewed the accompanying  condensed balance sheet of Frontline Ltd (the
Company) as of June 30, 2004,  and the related  statements of operations for the
three and six months ended June 30, 2004,  of  stockholders'  equity for the six
months ended June 30, 2004 and the statement of cash flows for the three and six
months  ended  June  30,  2004.  This  interim  financial   information  is  the
responsibility of the Company's management.

We conducted our review in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially  less in scope  than an audit  conducted  in  accordance  with the
standards of the Public Company  Accounting  Oversight  Board,  the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be  made  to the  accompanying  interim  financial  information  for it to be in
conformity with accounting principles generally accepted in the United States of
America.

We  previously  audited in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States), the consolidated balance sheet as of
December 31, 2003, and the related consolidated statement of operations, of cash
flows and of  changes  in  stockholders'  equity  for the year then  ended  (not
presented  herein),  and in our  report  dated  June 24,  2004 we  expressed  an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the  accompanying  condensed  consolidated  balance
sheet as of June 30, 2004, is fairly stated in all material respects in relation
to the consolidated balance sheet from which it has been derived.


PricewaterhouseCoopers AS
Oslo, Norway
October 6, 2004




FRONTLINE LTD.
Unaudited Condensed Statements of Operations

(in thousands of $, except per share data)


                                                                Three months ended June 30,     Six months ended June 30,
                                                                         2004            2003           2004            2003
                                                                                                        
Total operating revenues                                              357,004         330,201        806,581         677,410
Gain (loss) from sale of assets                                          (469)         (4,271)          (225)         (3,778)

Operating expenses
Voyage expenses and commission                                         82,865          97,505        164,625         177,175
Ship operating expenses                                                29,904          28,918         60,617          55,758
Charterhire expenses                                                    9,371          19,303         21,255          42,850
Administrative expenses                                                 5,236           2,458         11,352           5,721
Depreciation                                                           45,628          35,582         90,811          70,941
----------------------------------------------------------------------------------------------------------------------------
Total operating expenses                                              173,004         183,766        348,660         352,445
Net operating income                                                  183,531        142,164         457,696         321,187
Other income/(expenses)
Interest income                                                         8,297           3,273         16,258           5,981
Interest expense                                                      (51,055)        (17,082)      (104,869)        (35,553)
Share of results from associated companies                              1,483          13,287          4,346          30,452
Foreign currency exchange gain (loss)                                   6,159            (878)         2,055             127
Other financial items, net                                             25,267          14,302         12,628          12,549
----------------------------------------------------------------------------------------------------------------------------
Net other income/(expenses)                                            (9,849)         12,902        (69,582)         13,556
----------------------------------------------------------------------------------------------------------------------------
Net income before income taxes and minority
interests                                                             173,682         155,066        388,114         334,743
Minority interests                                                      4,381               -          4,381               -
Income taxes                                                              113              (1)           113              (3)
-----------------------------------------------------------------------------------------------------------------------------
Net income                                                            169,188         155,067        383,620         334,746
=============================================================================================================================

Basic earnings per share                                                $2.29          $2.04           $5.20          $4.39
Diluted earnings per share                                              $2.29          $2.04           $5.20          $4.38

See accompanying Notes that are an integral part of the Interim Financial Statements






Frontline Ltd.
Condensed Balance Sheets

(in thousands of $)

                                                                      2004              2003
                                                                   June 30            Dec 31
                                                                (unaudited)         (audited)

ASSETS
                                                                               
Short term
Cash and cash equivalents                                             112,859         121,726
Restricted cash                                                       594,478         894,350
Other current assets                                                  208,437         181,928

Long term
Newbuildings and vessel purchase options                                8,370           8,370
Vessels and equipment, net                                          2,286,717       2,165,239
Vessels under capital lease, net                                      742,035         765,126
Investment in finance leases                                          114,237         120,894
Investment in associated companies                                     12,971         173,329
Deferred charges and other long-term assets                            45,816          32,573
---------------------------------------------------------------------------------------------
Total assets                                                        4,125,920       4,463,535
=============================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Short term
Short term interest bearing debt                                      184,605         191,131
Current portion of obligations under capital leases                    20,787          20,138
Other current liabilities                                             139,431         110,043

Long term
Long term interest bearing debt                                     2,047,057       2,091,286
Obligations under capital leases                                      743,536         753,823
Other long term liabilities                                            41,879          41,697
Minority interests                                                    141,105               -
Stockholders' equity                                                  807,520       1,255,417
---------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                          4,125,920       4,463,535
=============================================================================================


See accompanying Notes that are an integral part of the Interim Financial Statements





Frontline Ltd.
Unaudited Condensed Statements of Cash Flows

(in thousands of $)

                                                                Three months ended June 30,     Six months ended June 30,
                                                                         2004            2003           2004            2003
OPERATING ACTIVITIES
                                                                                                         
Net income (loss)                                                     169,188         155,067        383,620         334,746
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortisation                                          47,241          35,509         97,605          72,146
Unrealised foreign currency exchange (gain) loss                       (6,081)            188          2,327          (1,070)
Gain or loss on sale of assets                                            469           4,271            225           3,778
Results from associated companies                                      (1,483)        (13,287)        (4,346)        (30,452)
Adjustment of financial derivatives to market value                   (28,998)        (16,250)       (16,156)        (22,410)
Other                                                                   4,780          (3,983)         2,800          (4,963)
Change in operating assets and liabilities                              4,322         145,659         26,292          92,322
------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                             189,438         307,174        439,784         444,097

INVESTING ACTIVITIES
Maturity (placement) of restricted cash                               (22,619)          5,671        299,872           4,697
Additions to newbuildings, vessels and equipment                            -        (157,899)             -        (172,213)
Dividends from (advances to) associated companies, net                  1,400             226        (30,743)            495
Acquisition of subsidiaries and businesses, net of cash                (4,145)              -         (4,145)              -
Receipts from investment in finance lease and loans                     8,109               -          8,109               -
receivables
Purchases of other assets                                                (417)              -           (417)              -
Proceeds from sale of assets                                              682         111,942         11,864         115,885
-----------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                   (16,990)        (40,060)       284,359         (51,136)
-----------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Proceeds from long-term debt, net of fees paid                         88,776          52,149      1,552,894          51,073
Repayments of long-term debt                                          (99,026)       (116,038)    (1,616,956)       (178,141)
Repayment of capital leases                                            (4,842)         (1,853)        (9,638)         (5,009)
Dividends paid                                                       (329,630)        (76,037)      (661,618)        (87,508)
Issuances and repurchases of own shares, net                             (192)        (24,045)         1,128         (23,993)
-----------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities                                (344,914)       (165,824)      (733,190)       (243,578)
-----------------------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                            (172,466)        101,290         (8,867)        149,383
Cash and cash equivalents at start of period                          285,325         138,850        121,726          90,757
Cash and cash equivalents at end of period                            112,859         240,140        112,859         240,140
=============================================================================================================================

See accompanying Notes that are an integral part of the Interim Financial Statements





Frontline Ltd.
Unaudited Statements of Changes in Stockholders' Equity

 (in thousands of $, except number of shares)

                                                                     Six months ended June 30,
                                                                            2004             2003

NUMBER OF SHARES OUTSTANDING
                                                                                 
Balance at beginning of year                                          73,647,930       76,466,566
Shares issued                                                            297,436           76,500
Shares bought back                                                      (20,197)      (3,070,000)
-------------------------------------------------------------------------------------------------
Balance at end of period                                              73,925,169       73,473,066
-------------------------------------------------------------------------------------------------

SHARE CAPITAL
Balance at beginning of year                                             184,120          191,166
Shares issued                                                                743              192
Shares bought back and cancelled                                            (50)          (7,675)
-------------------------------------------------------------------------------------------------
Balance at end of period                                                 184,813          183,683
-------------------------------------------------------------------------------------------------

ADDITIONAL PAID IN CAPITAL
Balance at beginning of year                                             513,859          552,241
Shares issued                                                              8,601               94
Shares bought back                                                         (581)         (42,156)
-------------------------------------------------------------------------------------------------
Balance at end of period                                                 521,879          510,179
-------------------------------------------------------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE LOSS
Balance at beginning of year                                             (6,953)          (9,498)
Other comprehensive income                                                 2,732            1,001
-------------------------------------------------------------------------------------------------
Balance at end of period                                                 (4,221)          (8,497)
-------------------------------------------------------------------------------------------------

RETAINED EARNINGS
Balance at beginning of year                                             564,391          493,065
Net income                                                               383,620          334,746
Cash dividends declared                                                 (701,618)        (160,977)
Stock dividends                                                         (141,344)                -
-------------------------------------------------------------------------------------------------
Balance at end of period                                                 105,049          666,834
-------------------------------------------------------------------------------------------------
Total Stockholders' Equity                                               807,520        1,352,199
-------------------------------------------------------------------------------------------------

COMPREHENSIVE INCOME (LOSS)
Net income                                                               383,620          334,746
Unrealised gains from marketable securities and cash flow
hedging instruments                                                        2,514            1,024
Foreign currency translation and other                                       218             (23)
-------------------------------------------------------------------------------------------------
Other comprehensive income                                                 2,732            1,001
-------------------------------------------------------------------------------------------------
Comprehensive income                                                     386,352          335,748
-------------------------------------------------------------------------------------------------

See accompanying Notes that are an integral part of the Interim Financial Statements




Frontline Ltd.
Notes to the Interim Financial Statements

1.   Basis of Presentation

     The accompanying interim financial statements of Frontline Ltd ("Frontline"
     or  the  "Company")  have  been  prepared  in  accordance  with  accounting
     principles  generally  accepted in the United States for interim  financial
     information.  Accordingly,  they do not include all of the  information and
     footnotes  required  by GAAP  for  complete  financial  statements.  In the
     opinion of management,  all  adjustments  (consisting  of normal  recurring
     accruals)  considered necessary for a fair presentation have been included.
     The  principal  accounting  policies  used  in  the  preparation  of  these
     financial statements are set out below.

     These interim  financial  statements should be read in conjunction with the
     audited  financial  statements  and  accompanying  notes  included  in  the
     Company's Annual Report on Form 20-F for the year ended December 31, 2003.

     The interim financial  statements include the assets and liabilities of the
     Company and its  subsidiaries  and certain  variable  interest  entities in
     which the Company is deemed to be 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.  All  intercompany
     balances and transactions have been eliminated on consolidation.

     The Company uses the equity method to account for  investments in companies
     it  exercises  significant  influence  over but does not  consolidate.  The
     Company  records  its  investments  in   equity-method   investees  on  the
     consolidated  balance sheets as "Investments  in associated  companies" and
     its  share  of the  investees'  earnings  or  losses  in  the  consolidated
     statements of operations as "Share in results from  associated  companies".
     The  excess,  if any, of  purchase  price over book value of the  Company's
     investments  in equity  method  investees  is included in the  accompanying
     consolidated balance sheets in "Investment in associated companies".

     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.

     Certain  comparative  figures  have been  reclassified  to conform with the
     presentation adopted in the current period.  Effective December 31, 2003 we
     have  reclassified  voyage  expenses and  commission and  depreciation  and
     amortisation  as  components  of total  operating  expenses.  We no  longer
     present "net operating revenues", "net operating income before depreciation
     and  amortization"  and  "net  operating  income  after   depreciation  and
     amortization"

2.   Accounting Changes

     Our adoption of FASB Interpretation 46,  Consolidation of Variable Interest
     Entities,  required us to  consolidate  effective  December 31, 2003 Golden
     Fountain   Corporation,   which  owns  a  VLCC,  and  Independent   Tankers
     Corporation  (ITC),  which  owns six VLCCs  and four  Suezmax  tankers.  We
     previously  accounted for our interest in Golden Fountain Corporation using
     the  equity  method and  accounted  for our  interest  in ITC as a purchase
     option.  Full disclosure of the accounting impact of our adoption of FIN 46
     is included in our annual  report on Form 20-F for the year ended  December
     31, 2003.

3.   Fleet Changes

     During the quarter ended March 31, 2004 we exchanged interests in six joint
     ventures,  each owning a VLCC, with our joint venture partner.  As a result
     of these  transactions we increased our interests in three VLCCs from 50.1%
     to 100% and disposed of our 50.1% interests in three VLCCs. (See Note 4.)

     On May 27, 2004 we exercised our option to acquire all of the shares of ITC
     for $4.1 million.  ITC owns a fleet of six VLCCs and four Suezmax  tankers.
     As explained  in Note 2 above,  we have  consolidated  ITC with effect from
     December  31,  2003.  Additionally  on  July  12,  2004  we  announced  the
     acquisition of two newbuilding VLCCs for delivery in 2006. On July 13, 2004
     we announced the  acquisition of three  1989-1990 built Suezmax tankers for
     delivery in September, 2004.

4.   Earnings per share (EPS)

     The  computation  of basic EPS is based on the weighted  average  number of
     shares  outstanding  during the  period.  The  computation  of diluted  EPS
     assumes the foregoing and the exercise of stock options and warrants  using
     the treasury stock method.

     The components of the denominator for the calculation of basic EPS and
     diluted EPS are as follows:



                                               Three months ended    Six months ended
                                                    June 30,             June 30,
   (in thousands )                                  2004      2003        2004      2003

                                                                     
   Basic earnings per share:
   Weighted average number of ordinary            73,759    76,108     73,759    76,288
   shares outstanding
   =====================================================================================

   Diluted earnings per share:
   Weighted average number of ordinary            73,759    76,108     73,759    76,288
   shares outstanding
   Stock options                                       -        75          -        75
   -------------------------------------------------------------------------------------
                                                  73,759    76,183     73,759    76,363
   =====================================================================================



     In the three and six  months  ended  June 30,  2004 and three and six month
     ended June 30, 2003 nil, nil, 170,800 and 170,800 options respectively were
     anti-dilutive   and  have  been  excluded  from  the   calculation  of  the
     denominator for diluted earnings per share.

5.   Investment in Associated Companies

     At  June  30,  2004,  the  Company  has  the  following   participation  in
investments that are recorded using the equity method:

                                                               Percentage
     Front Tobago Inc                                            40.00%


     Summarised  balance  sheet  information  of  the  Company's  equity  method
investees is as follows:

     (in thousands of $)                     June 30,         December 31,
                                                 2004                 2003
     Current assets                             7,917               38,057
     Non current assets                        29,223              417,653
     Current Liabilities                        6,554              115,323
     Non current liabilities                        -              205,087

     Summarised  statement of operations  information  of the  Company's  equity
method investees is as follows:

                                      Three months            Six months
                                      ended June 30,          ended June 30,
                                     2004         2003       2004         2003
     Total operating revenues       8,130        52,059     14,649      110,142
     Net operating income           6,013        35,967     11,369       77,538
     Net income (loss)              5,237        27,595     10,478       61,920

     In the six months ended June 30, 2003,  the Company  recorded an impairment
     charge of $5.2 million related to the other-than-temporary decline in value
     of its  investments  in Golden  Lagoon  Corporation  and Ichiban  Transport
     Corporation.  This impairment charge was triggered by signing agreements on
     June  25,  2003  to  restructure  the  Company's   investments  in  certain
     associated  companies.  These  agreements  provided  for  the  sale  of the
     Company's  investments in Golden Lagoon  Corporation and Ichiban  Transport
     Corporation  and  an  increase  in  the  Company's  investments  in  Ariake
     Transport  Corporation,   Sakura  Transport  Corporation,  Tokyo  Transport
     Corporation  and  Hitachi  Hull No 4983 Ltd from  33.33% to  50.10%.  These
     transactions  were  completed in July 2003 through a  combination  of sale,
     acquisition and exchange of interest  transactions which were accounted for
     using the book values of assets exchanged.

     The company held 33.3% of the shares of Ichiban  Transport  Corporation and
     50% of the shares of Golden Lagoon  Corporation  until July 2003 when these
     investments  were sold.  The statement of operations  includes 33.3% of the
     earnings of Ichiban Transport Corporation and 50% of the earnings of Golden
     Lagoon Corporation until the date of sale.

     The Company  held 50% of the shares of Golden Tide  Corporation  during the
     six months ended June 30, 2003.  The statement of  operations  includes 50%
     share of the earnings of Golden Tide  Corporation  for the six months ended
     June 30, 2003. On June 30, 2003, the Company  acquired the remaining 50% of
     the shares of Golden Tide  Corporation for $9.5 million,  being 2.4 million
     net of cash acquired, and has combined the assets,  principally the vessel,
     and  liabilities,  principally  the  long-term  debt,  from that date.  The
     Company  has  determined  that  it is the  primary  beneficiary  of  Golden
     Fountain Corporation under FIN 46 and has therefore consolidated the entity
     as of December 31, 2003.

     In December 2003, Frontline agreed with its partner,  Overseas Shipholding,
     Group, Inc ("OSG"), to swap interests in six joint venture companies, which
     each own a VLCC.  These  agreements  resulted in Frontline  exchanging  its
     interest in the vessels  Dundee,  Sakura I and Tanabe for OSG's interest in
     the vessels Edinburgh,  Ariake and Hakata,  thereby increasing its interest
     in these vessels to 100.0% each.  The exchanges of interests were completed
     on February 24, 2004. In connection with the above transaction, the Company
     advanced $34,600,000 to the joint venture companies  representing its share
     of the  amounts  required  to repay the  combined  bank debt of those joint
     venture companies. Frontline received a net cash settlement of $2.3 million
     in the  exchange  transaction  to reflect the  difference  in values of the
     assets  exchanged.  These  transactions  were  recorded  as a  non-monetary
     exchange of productive assets. We recorded the increases of our investments
     at the book value of our investments  given up in the exchanges.  A gain on
     $0.2 million was recognized in connection  with the exchange  insofar as it
     related to the cash element of the transactions.

6.   Debt



   (in thousands of $)                                    June 30,   December 31,
                                                              2004           2003

                                                                    
   US Dollar denominated floating rate debt (LIBOR +     1,071,820        937,936
   1.25% to 1.50%) due through 2011
   Yen denominated floating rate debt (LIBOR + 1.25% to     13,383        157,210
   1.313%) due through 2011
   Fixed rate debt 0% due through 2005                       2,000          2,000
   8.5% Senior notes                                       560,000        580,000
   Serial notes (6.42% to 7.62%)                            99,370        120,620
   Term notes (7.84% to 8.52%)                             480,745        484,100
   -------------------------------------------------------------------------------
                                                         2,227,318      2,281,867
   Credit facilities                                         4,344            550
   -------------------------------------------------------------------------------
   Total debt                                            2,231,662      2,282,417
   Less: short-term and current portion of long-term     (184,605)      (191,131)
   debt
   ===============================================================================
                                                         2,047,057      2,091,286
   ===============================================================================



     The outstanding debt as of June 30, 2004 is repayable as follows:

     Year ending June 30,
     (in thousands of $)

     2005                                        184,605
     2006                                        144,885
     2007                                        129,524
     2008                                        129,654
     2009                                        111,124
     2010 and later                            1,531,769
     ----------------------------------------------------
     Total debt                                2,231,662
     ====================================================

     The weighted  average  interest rate for the floating rate debt denominated
     in US  dollars  was 3.98 per cent as of per  cent).  The  weighted  average
     interest  rate for the floating rate debt  denominated  in Yen was 1.36 per
     cent as of June 30, 2004  (December 31, 2003 - 1.33 per cent).  These rates
     take into consideration related interest rate swaps.

7.   Non-Cash Dividend and Minority Interest

     On June  16,  2004,  the  Company  completed  the  partial  spin off of its
     subsidiary  Ship  Finance   International   Limited  ("Ship  Finance")  and
     distributed  25 per cent of Ship  Finance's  common shares to the Company's
     shareholders with each shareholder  receiving one share in Ship Finance for
     every four shares held in the  Company.  In  accordance  with US GAAP,  the
     value of the dividend received and the corresponding  minority interest has
     been  established as $141.3  million,  representing 25 per cent of the book
     value of Ship Finance on the date of distribution.

8.   Subsequent Events

     On July 13, 2004,  the Company  announced that it had completed the private
     placement  of  600,000  ordinary  shares to  institutional  investors  at a
     purchase  price of NOK 246 per share.  The total  proceeds of $21.5 million
     have been being used to finance  the  acquisition  of three  1989-90  built
     Suezmax  tankers.  These vessels were delivered during the third quarter of
     2004.

     On August 19,  2004,  the  Company  declared a dividend of $1.60 per share.
     This dividend was paid on September 13, 2004.

     On August 19,  2004,  the  Company  announced  that it would  distribute  a
     further 10 per cent of its shareholding in Ship Finance.  Consequently,  on
     September 24, 2004,  the Company's  shareholders  of record as of September
     10, 2004, received one share in Ship Finance for every ten shares they held
     in  Frontline.  Frontline's  Board has  announced  that it intends to fully
     divest its  remaining  interest in Ship  Finance by means of further  stock
     dividends, private placements or other type of corporate transaction.

     On October 6, 2004 the Company  announced  that it had  completed the issue
     and private placement of 300,000 ordinary shares to institutional investors
     at a  purchase  price of NOK 352 per  share.  The total  proceeds  of $15.7
     million have been being used to assist in financing  the purchase of a 1992
     built Suezmax tanker that the Company acquired on October 5, 2004.

Selected Financial Data

The selected income  statement and cash flow data of the Company with respect to
the six months ended June 30, 2004 and 2003 and the selected  balance sheet data
of the  Company  with  respect to the six months  ended June 30,  2004 have been
derived from the Company's  interim  financial  statements  included  herein and
should be read in conjunction  with such  statements and the notes thereto.  The
following table should also be read in conjunction with Management's  Discussion
and Analysis of Financial  Condition and Results of  Operations  for the interim
period ended June 30, 2004.


                                                       Six Months Ended June 30,
                                                          2004          2003
(in thousands of $, except Ordinary Shares,
per Ordinary Share data and ratios)

Income Statement Data
Total operating revenues(1)                                   806,581    677,410
Total operating expenses                                     348,660     352,445
Net operating income (loss)                                  457,696     321,187
Net income (loss)                                            383,620     334,746
Earnings per Ordinary Share
 - basic                                                        5.20        4.39
 - diluted                                                      5.20        4.38
Cash dividends per Ordinary Share                               9.50        1.15

Balance Sheet Data
Cash and cash equivalents                                    112,859
Newbuildings and vessel purchase options                       8,370
Vessels and equipment, net                                 2,286,717
Vessels under capital lease, net                             742,035
Investments in associated companies                           12,971
Total assets                                               4,125,920
Short-term debt and current portion of long-term debt        184,605
Current portion of obligations under capital lease            20,787
Long-term debt                                             2,047,057
Obligations under capital lease                              743,536
Share capital                                                184,813
Stockholders' equity                                         807,520
Ordinary Shares outstanding                               73,925,169
Weighted average number of Ordinary Shares outstanding    73,758,695  76,288,141

Cash Flow Data
Cash provided by operating activities                        439,784     444,097
Cash provided by (used in) investing activities              284,359    (51,136)
Cash provided by (used in) financing activities            (733,190)   (243,578)

Other Financial Data
Equity to assets ratio (percentage)(2)                         19.60%     42.10%
Debt to equity ratio(3)                                          3.71       1.24
Price earnings ratio(4)                                          6.64       3.24

(1)  Previously we have reported net operating  revenues in our income statement
     data. Effective December 31, 2003, we have reclassified voyage expenses and
     commission as a component of total operating  expenses and now report total
     operating  revenues and total operating expenses for all periods presented.
     The Company's vessels are operated under time charters,  bareboat charters,
     voyage  charters pool  arrangements  and COAs.  Under a time  charter,  the
     charterer  pays  substantially  all of the  vessel  voyage  costs.  Under a
     bareboat charter the charterer pays  substantially all of the vessel voyage
     and operating  costs.  Under a voyage  charter,  the vessel owner pays such
     costs.   Vessel  voyage  costs  are   primarily   fuel  and  port  charges.
     Accordingly,  charter  income from a voyage  charter  would be greater than
     that from an equally profitable time charter to take account of the owner's
     payment of vessel voyage costs.  In order to compare  vessels trading under
     different types of charters,  it is standard  industry  practice to measure
     the 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 voyage  revenues by the number of days on charter.  Days spent
     off-hire  are  excluded  from this  calculation.  Net  voyage  revenues,  a
     non-GAAP  measure,  provides more meaningful  information to us than voyage
     revenues,  the most directly  comparable GAAP measure.  Net voyage revenues
     are also  widely used by  investors  and  analysts  in the tanker  shipping
     industry for  comparing  financial  performance  between  companies  and to
     industry  averages.  The following table reconciles our net voyage revenues
     to voyage revenues.



                                          Quarter ended June 30,       Six months ended June 30,
                                               2004            2003          2004          2003
                                                                             
        Voyage revenues                      257,127         294,867        612,104       596,625
        Voyage expenses and commission      (82,865)        (97,505)      (164,625)      (177,175)
                                          -------------------------------------------------------
        Net voyage revenues                 174,262         197,362        447,479        419,450
                                          ========================================================


(2)  Equity to assets ratio is calculated as total stockholders'  equity divided
     by total assets.

(3)  Debt to equity ratio is calculated as total  interest  bearing  current and
     long-term liabilities,  including obligations under capital leases, divided
     by stockholders' equity.

(4)  Price earnings ratio is calculated using the closing period end share price
     divided by basic Earnings per Share.


Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations for the quarter and six months ended June 30, 2004

Results of Operations

Quarter  and six months  ended June 30, 2004  compared  with the quarter and six
months ended June 30, 2003

     Total  operating  revenues  increased  by 8% and 19% to $357.0  million and
     $806.6  million  in  the  quarter  and  six  months  ended  June  30,  2004
     respectively compared with $330.2 million and $677.4 million in the quarter
     and six months ended June 30, 2003. This increase is due primarily to fleet
     changes outlined in our previous  quarterly  reports,  our consolidation of
     the earnings of ITC and Golden Fountain Corporation  effective December 31,
     2003 noted above and a strong tanker market in the first half of 2004.  Net
     voyage revenues  decreased by 12% and increased by 7% to $174.3 million and
     $447.5  million  in  the  quarter  and  six  months  ended  June  30,  2004
     respectively  compared with $197.4  million and $419.5  million in the same
     periods in 2003. Voyage charter revenue represents 72% and 76% of our total
     operating  revenues  in the  quarter  and six months  ended  June 30,  2004
     respectively  compared with 89% and 88% in the same periods in 2003.  Eight
     Suezmax OBOs went onto  timecharters  in late 2003 and are still  operating
     under time  charters.  Previously,  they  operated in the spot market.  The
     Company's voyage revenues are significantly affected by the prevailing spot
     market rates in which the vessels operate. Traditionally, spot market rates
     are highly  volatile and are  determined by market forces such as worldwide
     demand,  changes in the  production  of crude oil,  changes in seaborne and
     other  transportation  patterns  including  changes in the  distances  that
     cargoes  are  transported,   environmental  concerns  and  regulations  and
     competition  from  other  sources  of energy.  Average  daily time  charter
     equivalent earnings (TCEs) earned by the Company's VLCCs,  Suezmax tankers,
     and Suezmax OBO carriers in the quarter  ended June 30, 2004 were  $58,500,
     $36,700  and  $27,000  respectively  compared  with  $46,000,  $39,600  and
     $35,200,  respectively  in the second  quarter of 2003.  Average daily TCEs
     earned by the Company's VLCCs, Suezmax tankers, and Suezmax OBO carriers in
     the six months  ended  June 30,  2004 were  $66,700,  $48,200  and  $26,600
     respectively compared with $50,700, $40,200 and $38,700 respectively in the
     six months ended June 30, 2003.

Ship operating expenses,  which include drydocking costs, increased 3% and 9% to
$29.9  million and $60.6  million in the  quarter and six months  ended June 30,
2004  respectively  from $28.9  million and $55.8 million in the quarter and six
months  ended June 30, 2003.  This  increase is due  primarily to fleet  changes
outlined  in  our  previous  quarterly  reports  and  our  consolidation  of the
operating expenses of ITC and Golden Fountain Corporation effective December 31,
2003 noted above.  Beginning  April 2004,  we  delivered  four VLCCs to Shell on
bareboat  charters.  Placing vessels on bareboat charters reduces our total ship
operating  expenses as the charterer is responsible for paying these costs under
a bareboat charter. Average daily operating costs, including drydockings, of the
Company's  VLCCs,  Suezmax tankers and Suezmax OBO carriers were $6,700,  $5,500
and $4,900 respectively  compared with $6,400, $5,600 and $5,000 respectively in
the quarter  ended June 30,  2003.  Average  daily  operating  costs,  including
drydockings,  of the Company's  VLCCs,  Suezmax tankers and Suezmax OBO carriers
were $6,600,  $5,400 and $5,300  respectively  compared with $6,000,  $5,400 and
$5,200 respectively in the six months ended June 30, 2003.

Charterhire  expenses decreased to $9.4 million and $21.3 million in the quarter
and six months  ended June 30, 2004  respectively  from $19.3  million and $42.9
million in the comparable periods in 2003,  principally due to the redelivery in
December  2003 and  January  2004 of four VLCCs that were on time  charter to us
from BP Shipping Ltd., the shipping arm of BP Plc - these charters  commenced in
July 2002.

Administrative  expenses  increased  108% and  100% to $5.2  million  and  $11.4
million in the quarter and six months ended June 30, 2004 respectively from $2.5
million and $5.7  million in the same periods in 2003.  Administrative  expenses
are reported net of  management  fee income of $0.6 million and $1.7 million for
the quarter and six months ended June 30, 2004 respectively and $1.1 million and
$1.9  million for and the same periods in 2003.  The increase in  administrative
expenses is primarily as a result of the Company  recording  non-cash charges of
$1.7 million and $4.2 million in connection  with employee  stock options in the
quarter  and six months  ended June 30,  2004  respectively  compared  with $0.5
million and $0.9 million in the comparable periods in 2003.

Depreciation  increased  28% and 28% to $45.6  million and $90.8  million in the
quarter and six months ended June 30, 2004  respectively  from $35.6 million and
$70.9  million in the same periods in 2003.  This  increase is due  primarily to
fleet changes noted in our previous quarterly reports,  our consolidation of the
depreciation charges recorded by ITC and Golden Fountain  Corporation  effective
December  31,  2003 noted  above and  increased  depreciation  on the  Company's
single-hull  vessels  since  October 1, 2003.  We reduced our  estimates  of the
useful lives of single-hull  tankers effective October 1, 2003. As a result, our
aggregate  depreciation  charge on those vessels has increased by  approximately
$1.3 million per quarter.

Net interest  expense (being  interest  expense net of interest  income) for the
quarter and six months ended June 30, 2004 was $42.7  million and $88.6  million
respectively,  increases of 206% and 199%  compared with $13.8 million and $29.6
million in the same  periods in 2003.  Interest  income  increased  to $8.3m and
$16.3  million in the  quarter and six months  ended June 30, 2004  respectively
from $3.3  million  and $6.0  million in the same  periods in 2003,  mainly as a
result of the consolidation of Independent Tankers Corporation (ITC) with effect
from December 31, 2003. ITC  maintained  average cash balances of $322.7 million
and  $331.1  million  during the  quarter  and six  months  ended June 30,  2004
generating  interest  income of $6.1 million and $11.9 million over the periods.
Interest  expense  increased to $51.1 million and $104.9  million in the quarter
and six months ended June 30, 2004 from $17.1  million and $35.6  million in the
same periods in 2003 with the increase  primarily  relating to the consolidation
of ITC with effect from December 31, 2003. ITC had average outstanding  interest
bearing  liabilities of $883.8 million and $888.0 million during the quarter and
six months ended June 30, 2004  respectively  and generated  interest expense of
$16.6  million and $33.6 million  during those  periods.  Additionally  interest
costs of $12.3  million and $24.6  million were  incurred in the quarter and six
months ended June 30, 2004  respectively due to the issuance in December 2003 of
$580  million  8.5%  Senior  Notes  by Ship  Finance  International  Limited,  a
subsidiary of the Company.

The Company's share in results of associated companies decreased to $1.5 million
and $4.3 million in the quarter and six months ended June 30, 2004  respectively
from $13.3  million and $30.5  million in the quarter and six months  ended June
30, 2003. This decrease is principally due to the Company  terminating its joint
ventures  which owned six VLCCs  jointly with OSG in the first  quarter of 2004.
Another joint venture which owns a VLCC,  which the Company  accounted for using
the equity  method in 2003 is now  consolidated  with effect from  December  31,
2003. As a result, the Company only accounted for two investees using the equity
method throughout the quarter and six months ended June 30, 2004.

The Company incurred  foreign  currency  exchange gains of $6.2 million and $2.1
million in the quarter and six months ended June 30, 2004 respectively  compared
with  losses of $0.9  million and gains of $0.1  million in the same  periods in
2003.  The gains recorded in the quarter and six months ended June 30, 2004 were
principally  due  to the  effect  of a  weakening  of  the  Japanese  Yen on Yen
denominated  forward currency  contracts and debt which are held by the Company.
During the quarter ended June 30, 2004 the Company repaid Yen  denominated  debt
of Yen 5.5 billion and at June 30, 2004, the Company had Yen denominated debt of
Yen 1.5 billion.

Other  financial  items increased from income of $14.3 million and $12.5 million
in the quarter  and six months  ended June 30,  2003  respectively  to income of
$25.3  million and $12.6  million in the  quarter and six months  ended June 30,
2004. In all periods,  other financial items consists  primarily of market value
adjustments on derivative  instruments including interest rate swaps and freight
future agreements.  These mark to market  adjustments  represent income of $12.5
million and $10.1 million  included in the total of other financial items in the
quarter  and six months  ended June 30,  2003  respectively  and income of $26.8
million and $14.0 million included the total in the quarter and six months ended
June 30, 2004.

Liquidity and Capital Resources

In  January  and  February   2004  our   subsidiary   Ship  Finance   refinanced
substantially  all  of  its  secured  bank  debt  with  a new  $1,058.0  million
syndicated senior secured credit facility. This facility bears interest at Libor
plus 1.25% and is repayable  between 2004 and 2010 with a final bullet of $499.7
million payable on maturity.  As at June 30, 2004 the outstanding amount on this
facility is $994.3  million.  In common with other secured loans,  this facility
contains a minimum value  covenant  which  requires that the aggregate  value of
Ship Finance's vessels exceed 140% of the outstanding amount of the facility.

Ship Finance also has $560.0 million of outstanding 8.5% Senior Notes due 2013.

Frontline Ltd. does not guarantee any of Ship Finance's debt facilities.

In the six months ended June 30, 2004 net maturity of restricted  cash of $299.9
million  includes  the release of $565.5  million held in escrow at December 31,
2003 in connection  with Ship Finance  issuance of $580.0 million of 8.5% Senior
Notes and  placement of a $250.0  million  restricted  deposit which may only be
used under certain circumstances to make hire payments to Ship Finance.

In the quarter ended June 30, 2004 we drew $49.5 million under a short-term loan
facility  from a related  party and used the  proceeds to repay Yen  denominated
debt of Yen 5.5 billion  (equivalent to $49.4  million).  Subsequent to June 30,
2004 we drew a new  secured  long-term  loan of $50.0  million  and  repaid  the
short-term facility.

Covenants  contained in our secured loan  agreements may restrict our ability to
obtain new secured  facilities in future.  We were in  compliance  with all loan
covenants at December 31, 2003 and June 30, 2004.

In connection  with its new $1,058.0  million  syndicated  senior secured credit
facility,  Ship  Finance  entered  into new  5-year  interest  rate swaps with a
combined  principal amount of $500.0 million in the first quarter of 2004. These
swaps are at rates between 3.3% and 3.5%.

During the six months  ended June 30, 2004 we declared  total cash  dividends of
$9.50 per share  which  amounted  to $701.6  million.  We paid a total of $661.6
million  prior to June 30, 2004 and $40.0  million  subsequent to June 30, 2004.
Cash dividends  declared  reflect strong  earnings in the six months ending June
30, 2004,  liquidity  generated by the Ship Finance transaction and the positive
short to medium term outlook for the business.

There  have been no other  significant  changes  to our  liquidity  and  capital
resources  since we issued  our  annual  report on Form 20-F for the year  ended
December 31, 2003 which includes a full discussion of these items.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorised.

                                                    Frontline Ltd.
                                      ---------------------------------------
                                                     (Registrant)


Date   October 6, 2004            By /s/ Kate Blankenship
      ----------------            ---------------------------------------
                                         Kate Blankenship
                                  Secretary and Chief Accounting Officer

02089.0009 #516317