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                      March                              , 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-


Attached is a copy of the earnings  release of Frontline  Ltd.  (the  "Company")
dated February 29, 2004, for the year ended December 31, 2003.




Frontline  Ltd.  reports net  operating  income  before  depreciation  of $123.9
million and net income of $70.5 million for the fourth quarter of 2003. Earnings
per share for the quarter were $0.96. Net operating revenues increased by 32 per
cent  compared  with  the   immediately   preceding   quarter  of  2003  due  to
strengthening in the tanker market.  The average daily time charter  equivalents
("TCEs")  earned in the spot and period market by the Company's  VLCCs,  Suezmax
tankers  and  Suezmax  OBO   carriers   were   $40,600,   $32,600  and  $27,900,
respectively,  compared with $28,200,  $22,000 and $22,500,  respectively in the
third quarter.

Administrative  expenses  increased  to $7.6 million in the fourth  quarter,  of
which $4.1 million  relates to a non-cash  charge for stock option  compensation
costs. Net interest expense for the quarter was $20.3 million.  Included in this
amount is interest  expense of $2.1  million  incurred on the $580  million 8.5%
Senior  Notes  issued by Ship  Finance  International  Limited,  a  wholly-owned
subsidiary of the Company,  in December 2003 as discussed  below.  In the fourth
quarter of 2003 the Yen continued to strengthen against the US Dollar, resulting
in a  foreign  exchange  loss  of  $5.1  million  arising  on the  Yen  debt  in

For the year ended  December 31, 2003 the Company  reports record highest annual
earnings of net operating  income before  depreciation of $601.2 million and net
income of $443.1  million.  These results  compares  with net  operating  income
before  depreciation  of $232.6  million and a net loss of $8.9 million in 2002.
Earnings  per share  for 2003  were  $5.92  and cash  generated  from  operating
activities  was $524.7  million.  The average  daily TCEs earned in the spot and
period market by the Company's VLCCs,  Suezmax tankers, and Suezmax OBO carriers
in 2003 were $42,300, $33,900 and $31,900,  respectively.  As of today Frontline
has cash  breakeven  rates for VLCCs  and  Suezmaxes  of  $21,400  and  $15,900,

Ship operating expenses, including drydockings, increased from $109.3 million in
2002 to $117.6  million in 2003,  reflecting  the  increased  size of the fleet.
Administrative expenses increased from $12.8 million in 2002 to $17.9 million in
2003  primarily  due to a non-cash  charge of $5.5 million in 2003 in connection
with employee stock options compared with a charge of $0.5 million in 2002.

Net interest  expense for 2003 was $65.9 million  compared with $58.3 million in
2002.  This increase is due to several vessels put on capital leases in 2002 and
2003 plus the effect of the bond issue as discussed above. Other financial items
for 2003 were positive $33.3 million,  of which $22.1 million is attributable to
the gain  recorded on the Bank of Nova Scotia  Equity Swap Line that was settled
in June  2003.  In 2003,  the  strengthening  of the Yen  against  the US Dollar
resulted  in the  recognition  of an  unrealized  foreign  exchange  loss  $17.2

In the fourth  quarter of 2003 the Company  changed  its  estimate of the useful
life of  certain  of its  single  hull  vessels  from 2017 to 2015.  A change in
accounting  estimate was  recognised to reflect this  decision,  resulting in an
increase in  depreciation  expense  and  consequently  decreasing  net income by
approximately $1.3 million and basic earnings per share by $0.02 for 2003.

In December 2003, the FASB issued  Interpretation  46 Revised,  Consolidation of
Variable  Interest  Entities.  FIN 46R  requires  Frontline to  consolidate  any
variable  interest  entities  that are also  considered  to be "Special  Purpose
Entities"  effective December 31, 2003.  Variable interest entities that are not
considered  to be  special  purposes  entities  will  need  to  be  consolidated
effective  March 31, 2004 under the  requirements  of FIN 46R. The Company has a
number of arrangements  which may be considered to be variable interest entities
under  the  provisions  of  FIN  46R  and  is  in  the  process  of  making  the
determination  as to whether it will be required to consolidate  these entities.
The significant arrangement that Frontline is evaluating is the call option held
by its subsidiary,  Golden Ocean Group Limited,  to acquire all of the shares of
Independent Tankers Corporation ("ITC") from Hemen Holding Ltd, a related party.
ITC  operates  a total of six  VLCCs  and four  Suezmax  tankers,  which  are on
long-term  charters to BP and Chevron.  Golden Ocean paid $10.0  million for the
option in July 2003,  which  expires  on July 1,  2010.  The total book value of
ITC's  consolidated  assets at December 31, 2003 was approximately  $950 million
and the Company's maximum exposure to loss is $10 million.


In the fourth quarter of 2003, the tanker market  experienced a strong  increase
during the last week of October, when Suezmax rates more than doubled to TCEs of
approximately  $40,000 and VLCC TCE rates exceeded $90,000.  The market remained
strong for the rest of the quarter,  Suezmax rates leading the way to historical
record high TCE levels of $100,000  during a short  period in  December,  mainly
explained  by  extensive  congestion  in the  north and  south  bound  Strait of
Bosporus. As much as 5-7 per cent of the total Suezmax fleet was held up in this
area during the last week of the quarter.

The VLCC  market  was  mainly  driven  by crude  imports  to the  United  States
exceeding 10 mbpd during the last week of October and continued  growth of crude
imports to Asia,  in  particular  China.  As a result,  Middle  East  production
increased to levels of about 23 mbpd.  The oil demand  forecasts  from agencies,
including  IEA  were  upgraded  during  the  quarter  as  oil  demand  for  2003
experienced its strongest  growth in 15 years with an increase of 2.8 mbpd which
is approximately 3.5 per cent for the 2003 calendar year.

The prices for second-hand tonnage and newbuilding have continued upwards in the
quarter.  Second-hand  prices have been driven by the strong spot  earnings  and
newbuilding prices driven by rising commodity prices and a tight yard situation.
The development is likely to continue.

In 2004 we will see,  for the first time in some years,  an increase in the VLCC
and Suezmax fleet.  However,  based on the continued strong growth in oil demand
the balance should remain favourable. A strong increase in crude oil prices from
today's level could change this picture.


In December  2003,  Ship Finance  International  Limited,  a newly formed wholly
owned  subsidiary of Frontline  issued $580 million in 8.5% Senior Notes. In the
first  quarter of 2004,  Ship  Finance has used the  proceeds of the note issue,
together with a refinancing of existing debt, to fund the acquisition of a fleet
of 47 crude oil tankers from  Frontline and has chartered each of the ships back
to Frontline for most of the remaining life of each of the vessels.  At December
31,  2003 the cash of  $681.1  million  recorded  by the  Company  includes  the
proceeds of the note issue,  which were held in escrow pending completion of the
purchase transaction. These funds have subsequently been released from escrow.

On February  29,  2004,  the Board  declared a dividend of $4.50 per share.  The
record date for the  dividend is March 12, 2004,  ex dividend  date is March 10,
2004 and the  dividend  will be paid on or about March 29,  2004.  The  dividend
consists  of $0.25 per  share in normal  quarterly  dividend,  $0.75  additional
quarterly  dividend and an  extraordinary  dividend of $3.50 per share resulting
from the liquidity generated from the Ship Finance transaction.  The decision to
pay a $4.50  dividend is taken after  thorough  consideration  of the  Company's
existing cash position and is further supported by the strong market development
in 2004.  After  payment  of the  dividend  at the end of  March,  Frontline  is
expected  to have in excess of $540  million in cash,  of which $250  million is
restricted  to support the Ship Finance  charter  payments.  A continued  strong
market will support a high dividend payout also for the first quarter of 2004.

In the fourth  quarter of 2003,  the Company sold one of its VLCCs,  Front Hawk,
thereby generating net cash of $28 million.

During  the  fourth  quarter  of 2003,  the  Company  issued  121,200  shares in
connection with the exercise of employee share options and at December 31, 2003,
73,647,930  ordinary shares were  outstanding and the weighted average number of
shares  outstanding  for the  quarter  and twelve  months  were  73,580,923  and
74,901,900, respectively (2002 - 76,456,000).

The  registration  statement  for Ship Finance has been filed on a  confidential
basis  with the  United  States  Securities  and  Exchange  Commission.  A final
clearance of the document is expected in April.  It is Frontline's  intention to
immediately  thereafter  distribute 20 per cent of the shares in Ship Finance to
the  shareholders  of Frontline.  The Board will apply for a listing of the Ship
Finance  shares  at the New  York  Stock  Exchange.  It is the  Board's  further
intention  that  during  2004,  Frontline  shall  divest  all its shares in Ship
Finance  either  through a straight  sale or  through  further  distribution  to
Frontline's shareholders. In this process the Board will also look for corporate
opportunities  where Ship  Finance can be combined  with other yield  orientated
assets companies within the marine sector.

Ship Finance will,  based on the existing  charters,  have a free cash flow of a
minimum of $200 million before debt  repayment and $100 million after  scheduled
debt  repayment.  In  addition,  Ship  Finance  will  receive 20 per cent of any
earnings in excess of the agreed daily  charter  rates,  being $25,575 for VLCCs
and  $21,100  for  Suezmaxes.   This  excess  has  the  last  5  years  averaged
approximately $30 million. With this strong cash flow Ship Finance should have a
strong  basis for growing the asset base as well as giving  shareholders  a good
long-term yield on their  investment.  It is the Board's  intention to make Ship
Finance into an attractive long-term equity story.


Frontline  has used the  current  strength in the bulk market to fix out most of
the Company's OBO tonnage long term.  Recently two of the OBO carriers have been
fixed  for  three  years  charter  starting  in the end of 2004 at rates  around
$40,000  per  day.  These  charter  agreements   strongly  support  the  charter
commitments  in the Ship  Finance  transaction,  and secure  long-term  earnings

The restructuring of Frontline into a chartering company, Frontline Ltd., and an
assets company, Ship Finance, has now been successfully completed. The next step
will be to make Ship Finance public. The Board is excited with the restructuring
and are  hopeful  that it will create a  competitive  edge in order to grow both
companies to the benefit of their owners.

The Tanker market has continued  its strong  development  in the first months of
2004.  Frontline  has so far fixed more than 83 per cent of the VLCC capacity in
the first quarter at TCE rates of $85,000,  65 per cent of the Suezmax  capacity
at $62,000 and 100 per cent of the Suezmax OBO capacity at $26,100.  Even if the
current market is somewhat  lower than the levels  achieved so far, the Board is
pleased  to report  that the  Frontline  Group in the first  quarter  of 2004 is
likely to achieve its best quarterly results ever.


This press release  contains  forward looking  statements.  These statements are
based upon various  assumptions,  many of which are based, in turn, upon further
assumptions,   including  Frontline   management's   examination  of  historical
operating  trends.  Although  Frontline  believes  that these  assumptions  were
reasonable when made, because  assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond its control,  Frontline cannot give assurance that it will achieve or
accomplish these expectations, beliefs or intentions.

Important  factors that, in the Company's  view,  could cause actual  results to
differ  materially  from those  discussed  in this  press  release  include  the
strength of world economies and currencies,  general market conditions including
fluctuations  in charter hire rates and vessel values,  changes in demand in the
tanker market as a result of changes in OPEC's petroleum  production  levels and
world wide oil  consumption  and  storage,  changes in the  Company's  operating
expenses  including bunker prices,  dry-docking and insurance costs,  changes in
governmental  rules and regulations or actions taken by regulatory  authorities,
potential  liability  from pending or future  litigation,  general  domestic and
international political conditions,  potential disruption of shipping routes due
to accidents or political events, conditions in the debt and equity markets that
may affect the  proposed  restructuring  and other  corporate  actions and other
important  factors  described  from  time to time in the  reports  filed  by the
Company with the United States Securities and Exchange Commission.

February 29, 2004
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda


   2002        2003       INCOME STATEMENT                                      2003        2002
  Oct-Dec     Oct-Dec     (in thousands of $)                                  Jan-Dec    Jan-Dec
(restated)                                                                                (audited)
    158,637    187,047    Net operating revenues                                817,220    416,521
     (1,968)    (2,700)   Gain (loss) from sale of assets                           436     (1,228)
     26,943     30,812    Ship operating expenses                               117,604    109,286
     21,365     22,042    Charterhire expenses                                   81,009     60,634
      3,140      7,602    Administrative expenses                                17,889     12,806
    105,221    123,891    Operating income before depreciation                  601,154    232,567
     35,980     38,655    Depreciation                                          146,907    136,891
     69,242     85,236    Operating income (loss) after depreciation            454,247     95,676
      5,239      1,737    Interest income                                         9,185     13,042
    (17,405)   (22,001)   Interest expense                                      (75,097)   (71,311)
       (873)     6,609    Share of results from associated companies             38,723    (10,711)
     12,556      4,001    Other financial items                                  33,264     (8,614)
     (3,353)    (5,100)   Foreign currency exchange gain (loss)                 (17,193)   (10,932)
     65,405     70,482    Income (loss) before taxes and minority interest      443,129      7,150
        (24)         5    Taxes                                                       3        (22)
          -          -    Cumulative effect of change in accounting                   -    (14,142)
       (327)         -    Discontinued operations                                     -     (1,929)
     65,102     70,477    Net income (loss)                                     443,126     (8,899)

                          Basic Earnings (loss) Per Share Amounts ($)
      $0.85      $0.96    EPS from continuing operations before cumulative        $5.92      $0.09
                          effect of change in accounting principle
      $0.85      $0.96    EPS                                                     $5.92     $(0.12)

                          Income on timecharter basis ($ per day per ship)*
     30,900     40,600    VLCC                                                   42,300     22,500
     25,300     32,600    Suezmax                                                33,900     18,400
     24,200     27,900    Suezmax OBO                                            31,900     17,700

               * Basis = Calendar days minus off-hire. Figures
                         after deduction of broker commission

BALANCE SHEET                                                2003       2002
(in thousands of $)                                         Dec 31     Dec 31
Short term
Cash and cash equivalents (including restricted cash)        681,076    100,298
Other current assets                                                    132,707
Long term
Newbuildings and vessel purchase options                      18,412     27,405
Vessels and equipment, net                                 1,981,559  2,373,239
Vessels under capital lease, net                             459,695    264,902
Investment in associated companies                           212,571    119,329
Deferred charges and other long-term assets                   31,408     16,863
Total assets                                               3,545,287  3,034,743

Short term
Short term interest bearing debt                             153,326    167,807
Current portion of obligations under capital lease            20,138     13,164
Other current liabilities                                     74,356     78,850
Long term
Long term interest bearing debt                            1,524,371  1,277,665
Obligations under capital lease                              458,263    259,527
Other long term liabilities                                   25,648     10,757
Minority interest                                                             -
Stockholders' equity                                       1,289,185  1,226,973
Total liabilities and stockholders' equity                 3,545,287  3,034,743

   2002        2003       STATEMENT OF CASHFLOWS                                 2003      2002
  Oct-Dec     Oct-Dec     (in thousands of $)                                  Jan-Dec   Jan-Dec
(restated)                                                                              (audited)

                          OPERATING ACTIVITIES
     65,102     70,477    Net income (loss)                                     443,126     (8,899)
                          Adjustments to reconcile net income to net cash
                          provided by operating activities
     36,949     38,654    Depreciation and amortisation                         146,907    142,154
      3,779      6,078    Unrealised foreign currency exchange (gain) loss       17,955     14,176
      1,466      2,700    Gain or loss on sale of assets                           (436)     4,337
        873     (6,609)   Results from associated companies                     (38,723)    10,711
     (3,190)    (3,729)   Adjustment of financial derivatives to market value   (28,180)     7,495
          -          -    Change in accounting principle                              -     14,142
      1,968      1,477    Other, net                                              2,377      1,968
    (57,666)   (13,176)   Change in operating assets and liabilities            (18,343)   (44,059)
     49,281     95,872    Net cash provided by operating activities             524,683    142,025

                          INVESTING ACTIVITIES
   (179,089)         -    Additions to newbuildings, vessels and equipment     (356,927)  (376,844)
     (9,944)   (74,882)   Advances to associated companies, net                 (90,147)   (20,010)
          -          -    Purchase of minority interest                               -     (6,822)
    103,661     83,461    Proceeds from sale of assets                          459,625    177,902
    (85,372)     8,579    Net cash provided by (used in) investing activities    12,515   (225,774)

                          FINANCING ACTIVITIES
    153,336    563,271    Proceeds from long-term debt, net of fees paid        661,092    380,294
   (144,055)  (117,598)   Repayments of long-term debt                         (465,313)  (341,959)
   (25,945)    (4,511)    Repayment of capital leases                          (13,134)   (92,838)
     68,167          -    Additions to capital leases                           218,844     68,167
          -    (96,190)   Dividends paid                                       (338,033)   (19,117)
          -      3,766    Issue of shares, net                                  (19,876)       223
     51,503    348,738    Net cash provided by (used in) financing activities    43,580     (5,230)

                          Net increase (decrease) in cash and cash
     15,412    453,189    equivalents                                           580,778    (88,979)
     84,886    227,887    Cash and cash equivalents at start of period          100,298    189,277
    100,298    681,076    Cash and cash equivalents at end of period            681,076    100,298


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.

Date   March 5, 2004                   By /s/ Kate Blankenship
       -------------                          ----------------
                                              Kate Blankenship
                                       Secretary and Chief Accounting Officer

02089.0009 #469069