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                   June                    , 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 May 28, 2004, for the quarter ended March 2004.



Frontline Ltd. Interim Report January - March 2004


          o    Frontline reports a record quarterly result of $214.4 million and
               earnings per share of $2.91 for the first quarter of 2004.

          o    Frontline announces a cash dividend of $5.00 per share.

          o    Frontline   announces  the  partial  spin  off  of  Ship  Finance
               International  Limited ("Ship Finance")  through the distribution
               of one  share  in Ship  Finance  for  each  four  shares  held in

          o    In  the  first  quarter,  Frontline's   wholly-subsidiary,   Ship
               Finance,  completed the acquisition of 46 tankers, plus an option
               to acquire a further tanker, from Frontline.  The acquisition was
               financed  using the proceeds of the issue of $580 million in 8.5%
               Senior Notes in December 2003,  and  refinancing of existing debt
               with a new $1,058 million facility.


The Board of Frontline  Ltd. is pleased to announce net income of $214.4 million
for the first quarter of 2004,  equivalent  to earnings per share of $2.91.  Net
operating revenues (being total operating revenues less voyage expenses) and net
operating  income before  depreciation  for the quarter were $368.9  million and
$320.4 million, respectively.

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 $74,900, $59,100 and $26,100,  respectively,  compared with $40,600 $32,600
and $27,900 respectively in the fourth quarter of 2004.

In accordance with FASB  Interpretation  46 Revised,  Frontline has consolidated
Independent Tankers Corporation  ("ITC"), a company over which Frontline holds a
purchase  option,  with effect from December 31, 2003.  The net effect of ITC in
the first quarter is a net income of approximately $1.0 million. As at March 31,
2004, the total book value of ITC's  consolidated  assets was approximately $900
million,  including  restricted cash balances of $307.0  million.  ITC has total
Notes outstanding of $596.4 million.  (See Note to the Unaudited Frontline Group
First Quarter Report).

Interest income for the quarter was $7.9 million,  of which $5.8 million relates
to ITC. Interest expense for the quarter was $53.8 million, increased from $22.0
million  in the  immediately  preceding  quarter.  This  increase  reflects  the
inclusion  of ITC, a full  quarters  interest on the 8.5%  Senior  Notes and the
write  off of  deferred  fees due to the  debt  refinancing  amounting  to $16.8
million, $12.3 million and $4.2 million,  respectively.  In the first quarter of
2004 the  Company  entered  into  interest  rates  swaps  with a total  notional
principal amount of $500 million.  Other financial items for the quarter were an
expense of $13.7 million of which $12.8 million is  attributable  to the mark to
market valuation of these interest rate swaps.  The  strengthening of the Yen in
the first quarter  resulted in the Company  recording a foreign exchange loss of
$4.1 million on the Yen debt in subsidiaries and certain Yen currency contracts.

The Yen rate at the end of the  quarter  was  105.64  while 5 years US  Treasury
Bonds  traded  March 31st with a yield of 2.78%.  Both  prices have moved in the
second quarter and look as of today to generate mark to market revaluation gains
in the second quarter

As at March 31, 2004, the Company had total cash and cash  equivalents of $857.2
million.  This amount includes restricted cash of $571.8 million of which $307.0
million  relates to deposits  in ITC and $250.0  million in  Frontline  Shipping

As of May 28, 2004,  Frontline has cash breakeven  rates for VLCCs and Suezmaxes
of $21,878 and $15,961, respectively.


In December  2003,  Ship  Finance,  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,  including one purchase option for a VLCC, from Frontline. Ship Finance
has chartered each of the ships back to Frontline for most of the remaining life
of each of the  vessels.  The  registration  statement  for the Senior Notes was
declared  effective by the United States  Securities and Exchange  Commission on
May 25, 2004.  Ship Finance has filed a  registration  statement to register its
common shares under the Securities  Exchange Act of 1934. Upon  effectiveness of
that registration statement,  Ship Finance International's common shares will be
eligible for listing on the New York Stock  Exchange.  Frontline  announces  the
distribution  of 25 per cent of Ship  Finance's  common  shares  to  Frontline's
common  shareholders  in a partial spin off.  Each  Frontline  shareholder  will
receive one share in Ship  Finance for every four  Frontline  shares  held.  The
record date for the distribution will be June 7, 2004, and the distribution date
is expected to be June 16, 2004. Due to the nature of the  distribution  the New
York Stock  Exchange is expected to establish the  ex-dividend  date as June 17,
2004, at which time the Ship Finance  common shares will commence  trading under
the ticker symbol "SFL". It is the Board's  further  intention that during 2004,
Frontline  shall divest all its shares in Ship Finance either through a straight
sale, a corporate  transaction,  or through  further  dividend  distribution  to
Frontline's shareholders.

Ship Finance will,  based on the existing  charters,  have a free cash flow of a
minimum of $200 million  before debt  principal and interest  repayment and $100
million after  scheduled  debt principal and interest  repayments.  In addition,
Ship Finance will receive 20 per cent of any  earnings,  calculated on an annual
basis, in excess of the agreed daily charter rates,  being $25,575 for VLCCs and
$21,100 for Suezmaxes.  This excess,  which under US GAAP will only be accounted
for by Ship Finance  following  the  completion  of the annual  calculation,  is
estimated to equal approximately $20 million at March 31, 2004.

On May 28, 2004,  the Board  declared a dividend of $5.00 per share.  The record
date for the dividend is June 7, 2004,  ex dividend date is June 3, 2004 and the
dividend will be paid on or about June 16, 2004. The dividend  consists of $0.25
per share in normal quarterly  dividend and an extra dividend of $4.75 per share
reflecting the strong earnings achieved in the quarter,  the liquidity generated
from the Ship Finance  transaction and the positive short to medium term outlook
for the  business.  After  payment of the  dividend  in mid June,  Frontline  is
expected to have a solid cash  position in addition to the $250 million which is
restricted to support the Ship Finance charter payments.

In the first quarter,  the Company completed an agreement with its joint venture
partner,  Overseas  Shipholding  Group, Inc. (OSG), to exchange interests in six
joint companies,  which each own a VLCC. This agreement  resulted in the Company
becoming the 100% owner of three VLCCs, Edinburgh, Ariake and Hakata.

On July 1, 2003, the Company entered into an option agreement with Hemen Holding
Ltd  (Hemen)  that gives the Company the right to acquire all shares in ITC from
Hemen for a total  consideration  of $4.0 million  plus 4 per cent  interest per
year.  ITC  operates a total of six VLCCs and four  Suezmaxes  which are on long
term  charters  to  BP  and  Chevron.  Hemen  is a  holding  company  indirectly
controlled by Frontline's Chairman, John Fredriksen. Frontline announces that it
has exercised this purchase option effective May 27, 2004.

During  the  first  quarter  of 2004,  the  Company  issued  150,399  shares  in
connection  with the exercise of employee  share  options and at March 31, 2004,
73,798,329  ordinary shares were  outstanding and the weighted average number of
shares outstanding for the quarter was 73,691,072.


The strong VLCC market that we experienced in the last quarter of 2003 continued
in the first  quarter of 2004.  Except for brief dips at the  beginning and very
end of the quarter, the market from the Middle East to the Far East stayed above
WS 100 (or TCE  $57,000 per day) for the whole  quarter.  This was the result of
continued  high  world oil demand due to  seasonal  cold  weather in the U.S and
Europe,  continued strong growth in the demand for oil into China, and improving
world  economic  activity.  In addition,  logistical  problems with exports from
Russia deteriorated  further, and this reduction in the Russian export had to be
replaced  from the Middle East  resulting in  increased  ton miles for the world
VLCC fleet.  Finally,  oil  production  in  Venezuela  has still failed to reach
pre-strike  levels,  the  shortfall  being  covered from the Middle East,  again
resulting in increased ton miles.

The logistical problems with the oil export from Russia, in particular, the long
delays in  transiting  the  Bosporus,  created an extremely  good market for the
Suezmaxes in the first  quarter.  At certain stages during the quarter more than
10 percent of the world Suezmax fleet was tied up in waiting for transit into or
out of the Black  Sea,  or  waiting to load in  Novorossiysk.  These  logistical
problems were largely due to weather  conditions,  and as they have improved the
delays  have been  reduced.  At present the export from the Black Sea is back to
normal,  and the  problems  are not  expected  to start again until this fall or
early winter.

According to IEA, the average OPEC 10 oil  production  (which  excludes Iraq) in
the first quarter of 2004 was approximately  25.8 million barrels per day (b/d),
while the official OPEC 10 quota in the same period was 24.5 million b/d. On the
10th of February,  OPEC announced that they would cut their quota by 1.0 million
b/d  with  effect  from  April  1st in  order  to  compensate  for the  expected
seasonally  weaker demand for oil.  Current  estimates from IEA are that OPEC 10
have  produced  an average  of about 1.9  million  b/d more than their  official
quotas in April, a trend that is expected to continue through the second quarter
especially in view of the current exceptionally strong crude oil prices.

IEA  estimates  that world oil demand  averaged  more than 81 million b/d in the
first  quarter,  an  increase  of 2.3  percent  from the first  quarter of 2003.
Industry  analysts have expected a seasonal decrease in the demand in the second
quarter,  but at present more and more  analysts are  announcing  that they have
underestimated the demand for oil. Thus, the downward  adjustment in the present
quarter will most probably be less than originally expected.

The  world  tanker  fleet  totalled  295.3  million  dwt at the end of the first
quarter 2004, an increase of 2.1 percent over the quarter.  The world VLCC fleet
increased marginally from 433 to 435 vessels. The total orderbook expanded to 83
vessels as a total of 15 VLCC's were ordered during the quarter. This represents
19 percent of the current  VLCC fleet.  Three  VLCC's were  scrapped in the same
period.  The total  orderbook for Suezmax  tankers were 84 vessels at the end of
the first quarter. This represents 34 percent of the current Suezmax fleet. Four
Suezmaxes were scrapped in the first quarter.

The prices  for second  hand  tonnage  and  newbuilding  prices  have  continued
upwards,  driven  by  strong  spot  earnings,  limited  sellers,  a  tight  yard
situation, and increasing commodity prices.

The Board is somewhat concerned over the long term demand effects of the raising
crude oil prices.  Combined with the anticipated growth in the overall fleet the
tanker market is sensitive to a reduced  demand for crude oil,  particularly  in
the US as well as China.  However,  the current trend is convincingly strong and
the tanker market looks healthy for the remainder of the year. At present we are
far enough into the second  quarter to say that the crash in earnings  that many
observers were  predicting did not take place.  The freight futures market seems
to be  reflecting  this view,  and at the moment it is possible to sell  freight
futures  for the  rest of the  year at a level  that  equates  to  approximately
$73,000 per day on VLCC.  The  indications  for 2005 are around $47,000 per day.
Frontline  will  consider  using the  physical as well as  financial  markets to
secure some stability in earnings and thereby lower the cash break even rates on
the spot orientated tonnage. Frontline expects a good market for the rest of the
year with strong, although volatile, earnings.


Following  the  spin  off of 25 per  cent of  Ship  Finance,  Frontline  will be
comprised of four main parts. One part will be the charter  agreement for the 47
vessels  with Ship  Finance  including  the $250 million in cash tied up to this
transaction.  Another part will be the ownership of 75 per cent of Ship Finance.
The third part will be the ownership of the ITC structure.  The fourth part will
include the  remaining  vessels;  three  drybulk  vessels,  nine VLCCs and three
Suezmaxes financed through the German K/G market, two joint venture owned VLCCS,
one wholly-owned non-recourse financed VLCC and a comfortable cash position.

The  main  strategy  is that  Frontline  over  time  shall  be a  world  leading
chartering  company  which will adjust the  exposure to the market  depending on
where in the cycle we are. As a part of this strategy  Frontline will divest the
ownership of Ship Finance. This can happen through a sale of the share position,
a  corporate  transaction  or through a share  dividend  to  existing  Frontline
holders.  The  Board  will  focus on  maximizing  the  value  of this  strategic
position.  Frontline  will,  when the financing  arrangements  permit,  consider
divesting the "non Ship Finance" vessels. This can be done through leasebacks or
through straight sales of the vessels.

Frontline  will  after  the  anticipated  spin  off  of  Ship  Finance  be  more
financially  exposed  to the  chartering  market.  This is  likely  to  increase
Frontline's  activity  in the  chartering  market  with  respect  to in and  out
chartering  short as well as long term.  The purpose  will be to manage the risk
through a portfolio of charters.

Frontline will have a good financial position after the spin off. Total recourse
bank  debt in  Frontline  after  this will be less  than $23  million.  The main
purpose of the split of Frontline  was to obtain access to cheaper and different
kinds of financing  instruments.  It is Frontline's  intention to use the strong
financial  position which has been created,  combined with an effectively priced
equity, to continue the consolidation of the tanker market.


So far in the second quarter,  Frontline has chartered out  approximately 89% of
the VLCC  capacity  and 78% of Suezmax  capacity at rates of around  $55,600 and
$39,700.  This is  significantly  above the necessary  cash break even rates and
will give strong  free cash  generation.  The current  market is higher than the
average rates achieved so far in the quarter.  The shareholders  should expect a
continued  high  dividend  payment  as  well  as well  as  further  attempts  to
consolidate  the tanker market.  The  strengthening  of long term charter market
rates  provides  an  interesting  opportunity  to lock in fixed  long  term cash
generation. The Board is optimistic on the outlook for the Company.


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,  and other important  factors  described from
time to time  in the  reports  filed  by the  Company  with  the  United  States
Securities and Exchange Commission.

May 28, 2004
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda

Questions should be directed to:

Contact:  Oscar Spieler: Chief Executive Officer, Frontline Management AS
          +47 23 11 40 79

          Tom Jebsen, Chief Financial Officer, Frontline Management AS
          +47 23 11 40 21


--------------------------------------------------------------------------------------------  ------------ ------------ ------------
INCOME STATEMENT                                                                                     2004         2003         2003
(in thousands of $)                                                                               Jan-Mar      Jan-Mar      Jan-Dec
--------------------------------------------------------------------------------------------  ------------ ------------ ------------

Total operating revenues                                                                           450,636      338,612   1,140,818
Gain (loss) from sale of assets                                                                        244          493         436
Voyage expenses                                                                                     81,760       79,670     323,598
Ship operating expenses                                                                             30,713       26,840     117,604
Charter hire expenses                                                                               11,884       23,547      81,009
Administrative expenses                                                                              6,115        3,263      17,889
Operating income before depreciation                                                               320,408      205,785     601,154
Depreciation                                                                                        45,183       35,359     146,907
Operating income after depreciation                                                                275,225      170,426     454,247
Interest income                                                                                      7,962        2,708       9,185

Interest expense                                                                                   (53,815)     (18,470)    (75,097)
Share of results from associated companies                                                           2,863       17,165      38,723
Other financial items                                                                              (13,698)       6,843      33,264
Foreign currency exchange gain (loss)                                                               (4,104)       1,007     (17,193)
Income before taxes                                                                                214,433      179,679     443,129
Taxes                                                                                                    -           (2)          3
Cumulative effect of change in accounting principle                                                      -            -      33,767
Net income (loss)                                                                                  214,433      179,681     409,359

Earnings per Share ($)
EPS before cumulative effect of change in accounting principle                                       $2.91        $2.35       $5.92
Cumulative effect of change in accounting principle                                                      -            -      $(0.45)
EPS                                                                                                  $2.91        $2.35       $5.47
--------------------------------------------------------------------------------------------  ------------ ------------ ------------

--------------------------------------------------------------------------------------------  ------------ ------------ ------------
Income on time charter basis ($ per day per ship)*
VLCC                                                                                                74,900       55,400      42,300
Suezmax                                                                                             59,100       40,800      33,900
Suezmax OBO                                                                                         26,100       42,400      31,900
--------------------------------------------------------------------------------------------  ------------ ------------ ------------
* Basis = Calendar days minus off-hire.  Figures after deduction of broker commission

-------------------------------------------------------------------------------------------   ------------ ------------ ------------
BALANCE SHEET                                                                                        2004         2003         2003
(in thousands of $)                                                                                Mar 31       Mar 31       Dec 31
-------------------------------------------------------------------------------------------   ------------ ------------ ------------
Short term
Cash and cash equivalents                                                                          285,325      139,984      121,726
Restricted cash                                                                                    571,858        9,194      894,350
Other current assets                                                                               229,070      193,265      181,851
Long term
Newbuildings and vessel purchase options                                                             8,370       35,019        8,370
Vessels and equipment, net                                                                       2,316,654    2,345,498    2,165,239
Vessels under capital lease, net                                                                   753,580      260,366      765,126
Investment in finance leases                                                                       120,958            -      120,894
Investment in associated companies                                                                  12,888      136,687      173,329
Deferred charges and other long-term assets                                                         42,829       18,417       32,651
Total assets                                                                                     4,341,532    3,138,430    4,463,536

Short term
Short term interest bearing debt                                                                   138,763      163,702      191,131
Current portion of obligations under capital leases                                                 20,446       13,481       20,138
Other current liabilities                                                                          107,431       63,608      100,827
Long term
Long term interest bearing debt                                                                  2,115,341    1,218,222    2,091,286
Obligations under capital leases                                                                   748,718      256,747      753,823
Other long term liabilities                                                                         65,643       26,717       50,913
Stockholders' equity                                                                             1,145,190    1,395,953    1,255,418
Total liabilities and stockholders' equity                                                       4,341,532    3,138,430    4,463,536
-------------------------------------------------------------------------------------------   ------------ ------------ ------------

-------------------------------------------------------------------------------------------   ------------ ------------ ------------
STATEMENT OF CASHFLOWS                                                                               2004         2003         2003
(in thousands of $)                                                                               Jan-Mar      Jan-Mar      Jan-Dec
-------------------------------------------------------------------------------------------   ------------ ------------ ------------
Net income (loss)                                                                                  214,433      179,681     409,359
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortisation                                                                       45,184       35,359     146,907
Unrealised foreign currency exchange (gain) loss                                                     8,407       (1,258)     17,955
Gain or loss on sale of assets                                                                        (244)        (493)       (436)
Results from associated companies                                                                   (2,863)     (17,165)    (38,723)
Change in accounting principle                                                                                       -       33,767
Adjustment of financial derivatives to market value                                                 12,842       (6,160)    (28,180)
Other                                                                                                3,201          482       2,377
Change in operating assets and liabilities                                                         (30,614)     (54,217)    (18,342)
Net cash provided by operating activities                                                          250,346      136,229      524,684

Maturity (placement) of restricted cash                                                            322,491         (974)   (562,322)
Purchase of short-term investment                                                                   (9,988)           -           -
Additions to newbuildings, vessels and equipment                                                         -      (14,313)   (356,927)
Advances to associated companies, net                                                              (32,143)       3,651     (90,150)
Purchase of minority interest                                                                            -       (3,382)          -
Proceeds from sale of assets                                                                        11,181        3,943     459,592
Net cash provided by (used in) investing activities                                                291,541      (11,075)   (549,807)

Proceeds from long-term debt, net of fees paid                                                   1,464,119       (1,076)    661,091
Repayments of long-term debt                                                                    (1,506,943)     (62,290)   (465,313)
Repayment of capital leases                                                                         (4,796)      (2,463)    (13,134)
Addition to capital leases                                                                               -            -     218,844
Dividends paid                                                                                    (331,989)     (11,471)   (338,033)
Issue of shares, net                                                                                 1,321           52     (19,876)
Net cash provided by (used in) financing activities                                               (378,288)     (77,248)     43,579

Net increase (decrease) in cash and cash equivalents before change in accounting principle         163,599       47,906      18,456
Cash effect of change in accounting principle                                                            -            -      11,192
Net increase (decrease) in cash and cash equivalents after change in accounting principle          163,599       47,906      29,648
Cash and cash equivalents at start of period                                                       121,726       92,078      92,078
Cash and cash equivalents at end of period                                                         285,325      139,984     121,726
-------------------------------------------------------------------------------------------   ------------ ------------ ------------


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. The Company has a number of arrangements
which may be considered to be variable interest entities under the provisions of
FIN 46R and has  determined  that it is required to  consolidate  these entites.
Consequently,  at December  31, 2003 the  Company has  consolidated  Independent
Tankers Corporation ("ITC"), a group that operates a total of six VLCCs and four
Suezmax tankers,  which are on long-term charters to BP and Chevron.  On July 1,
2003,  the  Company  entered  into an option  agreement  with Hemen  Holding Ltd
(Hemen) that gives the Company the right to acquire all shares in ITC from Hemen
for a total  consideration  of $4.0 million  plus 4 per cent  interest per year.
Hemen is a holding company indirectly controlled by Frontline's  Chairman,  John
Fredriksen.  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 addition, the Company has consolidated a joint venture for which the
Company  has   determined  it  is  the  primary   beneficiary  of  that  entity.
Consolidation  of these  entities as of  December  31, 2004 has given rise to an
income  statement  charge of $33.8 million which is classified as the cumulative
effect  of a change in  accounting  principle.  The  addition  of cash  balances
totaling  $11.2  million has been  classified  as the cash effect of a change in
accounting principle in the statement of cashflows.


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      June 2, 2004            By            /s/ Kate Blankenship
      --------------------            ---------------------------------------
                                                  Kate Blankenship
                                       Secretary and Chief Accounting Officer

02089.0009 #490468