UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. G3682E127

1

Names of Reporting Persons
ING Groep N.V.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
The Netherlands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
4,078,613 (1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
4,078,613

9

Aggregate Amount Beneficially Owned by Each Reporting Person
4,078,613

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
5.24% (2)

12

Type of Reporting Person (See Instructions)
HC

CUSIP No. G3682E127

Item 1.

(a)

Name of Issuer
Frontline Ltd.

(b)

Address of Issuer’s Principal Executive Offices
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM08, Bermuda

Item 2.

(a)

Name of Person Filing
ING Groep N.V.

(b)

Address of Principal Business Office or, if none, Residence

ING Groep N.V.

Amstelveenseweg 500

1081 KL Amsterdam

P.O. Box 810

1000 AV Amsterdam

The Netherlands

(c)

Citizenship
See item 4 on Page 2

(d)

Title of Class of Securities
Ordinary Shares

(e)

CUSIP Number
G3682E127

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (Not Applicable)

(a)

o

Broker or dealer registered under section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(b)

o

Bank as defined in section 3(a)(6) of the Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(e)

o

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act;

(f)

o

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) under the Exchange Act;

(g)

o

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act;

(h)

o

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

(j)

o

Group in accordance with Rule 13d–1(b)(1)(ii)(J) under the Exchange Act;

CUSIP No. G3682E127

Item 4.

Ownership

(a)

ING Groep N.V. may be deemed to be the beneficial owner of 4,078,613 ordinary shares held by its indirect and direct wholly owned subsidiaries in their role as a discretionary manager of client portfolios.

ING Groep N.V. disclaims beneficial ownership of the ordinary shares held by its direct and indirect subsidiaries, as ING Groep N.V. does not hold or exercise voting rights or dispositive powers for such securities.

(b)

ING Groep N.V. may be deemed to be the beneficial owner of 5.24% of the ordinary shares. Based on 77,858,502 ordinary shares $2.50 par value, of Frontline Ltd. issued and outstanding as of December 31, 2010, as reported by the issuer in its Annual Report on Form 20-F, as filed with the Securities and Exchange Commission.

(c)

Although ING Group N.V. may be deemed to be beneficial owner of all ordinary shares held by its indirect and direct wholly owned subsidiaries, ING Group N.V. does not exercise voting rights or dispositive powers for such securities.

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.

Identification and Classification of Members of the Group

Not Applicable

Item 9.

Notice of Dissolution of Group

Not Applicable

CUSIP No. G3682E127

Item 10.

Certification

By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

December 5, 2011

(Date)

ING GROEP N.V.

By:

/s/ Just A.M. Emke-Petrelluzzi Bojanic

(Signature)

J.A.M. Emke-Petrelluzzi Bojanic

Senior Compliance Officer (Name/Title)

By:

/s/ Sander Valkering

(Signature)

Sander Valkering

Business Manager (Name/Title)