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                     August                               , 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 August 19, 2004, for the quarter ended June 2004.



     o    Frontline  reports net income of $169.2 million and earnings per share
          of $2.29 for the second quarter of 2004.

     o    Frontline announces a cash dividend of $1.60 per share.

     o    Frontline announces the distribution of a further 10 percentage points
          of their  shares in Ship  Finance  International  Limited to Frontline

Second Quarter and Six Months Results

The Board of  Frontline  Ltd.  announces  net income of $169.2  million  for the
second  quarter of 2004,  equivalent  to earnings per share of $2.29.  Operating
income for the quarter $183.5 million,  respectively. The tanker market remained
strong in the second  quarter  although at lower levels than  experienced at the
start of 2004. 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 $58,500, $36,700 and $27,000, respectively, compared with $74,900,
$59,100 and $26,100 respectively in the first quarter of 2004.

Administrative expenses of $5.2 million for the second quarter of 2004 include a
non-cash charge of $2.0 million for stock option compensation. At June 30, 2004,
the Company has no further stock options  outstanding.  Interest  income for the
quarter was $8.3 million,  of which $6.1 million relates to Independent  Tankers
Corporation  ("ITC").  Interest  expense for the  quarter was $50.5  million (of
which $16.3 million  relates to ITC)  decreased  from $53.8 million in the first
quarter  primarily  due to the first  quarter write off of deferred fees of $4.2
million.  As anticipated in our first quarter  report,  the movement in interest
rates and the Yen has generated  valuation  gains in the second  quarter.  Other
financial  items for the quarter were a credit of $24.8  million  compared to an
expense of $13.7 million in the first quarter.  At June 30, 2004 the Company had
interest rate swaps with a total notional principal amount of $641.3 outstanding
and has  recorded  a $26.8  million  credit  attributable  to the mark to market
valuation of these interest rate swaps.  The Yen rate moved from 105.64 at March
31, 2004 to 108.38 at June 30,  2004 and  accordingly  the  Company  recording a
foreign  exchange  gain of $6.2  million  on the Yen  debt in  subsidiaries  and
certain Yen currency contracts.

The Company has a 20 percent profit share  arrangement with Ship Finance for any
earnings  Frontline  makes above the fixed charter  rates.  This profit share is
calculated on an annual basis. So far this year approximately  $40.0 million has
been  accumulated  of which $1.4  million has been  accounted  for in the second
quarter  in  accordance  with  US  generally  accepted  accounting   principles.
Frontline has recorded a liability and minority interest for this $1.4 million.

Frontline  announces net income of $383.6  million for the six months ended June
30, 2004,  equivalent to earnings per share of $5.20. This is the best half year
results ever recorded by the Company. 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   $66,700,   $48,200  and  $26,600,

As at June 30, 2004,  the Company had total cash and cash  equivalents of $707.3
million.  This amount includes restricted cash of $594.5 million of which $327.1
million  relates  to  deposits  in ITC and $250  million in  Frontline  Shipping
Limited. As of August 18, 2004, Frontline has cash breakeven rates for VLCCs and
Suezmaxes of $21,784 and $15,788, respectively.

Corporate and Other Matters

On June 16,  2004,  Frontline  completed  the partial  spin off of Ship  Finance
International  Limited.  Frontline  distributed  25 per  cent of Ship  Finance's
common  shares  to  Frontline's   ordinary   shareholders  with  each  Frontline
shareholder  receiving one share in Ship Finance for every four Frontline shares
held. On June 17, 2004, Ship Finance common shares commenced  trading on the New
York Stock Exchange  under the ticker symbol "SFL".  The Board has, in line with
earlier  reported  strategy,  taken  a  decision  to  distribute  further  a  10
percentage  points  of the  Company's  holding  in Ship  Finance.  Consequently,
Frontline.  shareholders  of record as of  September  10, 2004 will  receive one
share  in Ship  Finance  for  every  ten  shares  they  hold in  Frontline.  The
ex-dividend  date will be  September 8, 2004 and the  distribution  of shares is
expected to take place on or about September 24, 2004. The decision of the final
distribution  of Ship Finance will, in accordance  with what has been previously
communicated, be taken later this year.

On  July  12,  2004,  the  Company  announced  that  it  had  secured  two  VLCC
newbuildings  for delivery in 2006 through the purchase of two resale  contracts
for a total price of $158.5  million.  Initially only 10 percent of the contract
price is required to be paid in cash.

As a result of the  spin-off  of Ship  Finance,  Frontline  is more  financially
exposed to the charter  market.  As stated in the first  quarter  report this is
likely  to  increase  Frontline's  activity  in the  physical  as well as in the
financial  chartering  market.  While the physical  chartering  will be recorded
through  the ongoing  reported  operating  revenues,  the  financial  chartering
position  will  in  accordance  with US GAAP  be  recorded  on a mark to  market
valuation on a quarterly basis. For the second quarter  Frontline has recorded a
revaluation surplus on such position of $0.5 million net.

On July  13,  2004,  Frontline  announced  that  it had  completed  the  private
placement of 600,000 Frontline  ordinary shares to institutional  investors at a
purchase  price of NOK 246 per share.  The total  proceeds of $21.5  million are
being used to equity  finance the  acquisition  of three  1989-90  built Suezmax

On August 19, 2004, the Board declared a dividend of $1.60 per share. The record
date for the  dividend is August 30, 2004,  ex dividend  date is August 26, 2004
and the dividend will be paid on or about September 13, 2004.

During  the  second  quarter  of 2004,  the  Company  issued  147,037  shares in
connection  with the  exercise of employee  share  options and  acquired  20,197
ordinary shares in connection with the compulsory  acquisition of  shareholdings
of less than 50 shares that occurred in April 2004. At June 30, 2004, 73,925,169
ordinary  shares were  outstanding  and the  weighted  average  number of shares
outstanding  for the  quarter  and six months  then ended  were  73,826,317  and
73,758,695, respectively.

The Market

The  strong  tanker  market  that we  experienced  in the first  quarter of 2004
continued into the second quarter although at slightly lower levels.  Except for
a weak period at the  beginning of the quarter,  the VLCC market from the Middle
East to the Far East stayed  above TCE rates of $50,000  for the whole  quarter.
The average TCE rate Arabian Gulf to East was about  $61,500  versus  $71,500 in
the first  quarter.  In the Suezmax market from West Africa to the east coast of
the U.S. the average TCE rate for the quarter was around  $37,000 per day.  This
was the result of continued  high world oil demand due to the economic  recovery
in the U.S.  and  Europe,  continued  strong  growth in the  demand for oil into
China, and improving world economic  activity in general.  The oil production in
Venezuela again failed to reach pre-strike  levels,  the shortfall being covered
from the Middle East, resulting in increased ton miles.

According  to the August 11 update from IEA,  the average  OPEC oil  production,
including  Iraq, in the second  quarter of 2004 was  approximately  28.2 million
barrels per day (b/d),  an increase  from the first  quarter when they  produced
about 27.9 million b/d. This surprising  development came in spite of OPEC going
ahead with their announced cut of 1 million b/d from April 1. After implementing
the cut, OPEC soon discovered that the world economy  required more oil, and for
the last two  months of the  quarter  they have  produced  at close to  capacity
levels.  On June 3 OPEC  announced  that they  would  increase  the quota by 2.0
million b/d and that they where  committed to `produce  what is needed to supply
the market'.

IEA  estimates  that world oil demand  averaged  80.4  million b/d in the second
quarter,  an increase of 5.65 percent from the second quarter of 2003.  Industry
analysts had expected a seasonal  decrease in the demand in the second  quarter,
but demand only fell by 1.34 percent from the first quarter and this indicates a
very strong demand for oil. At present all the oil analysts have  announced that
they had seriously  underestimated the demand for oil, and several are concerned
that demand  might end up being  higher  than  production  capacity  this coming

The world VLCC fleet totalled 435 vessels at the end of the second quarter 2004,
an  increase  of three  vessels or 0.7 percent  over the  quarter.  One VLCC was
scrapped in the period and 4 were  delivered.  The total order book is now at 85
vessels up from 80 after the first quarter.  This represents 19.5 percent of the
current VLCC fleet. A total of nine VLCCs were ordered during the quarter.

The world Suezmax fleet totalled 304 vessels at the end of the quarter,  up from
301 vessels after the first quarter.  Three  Suezmaxes were scrapped  during the
quarter and six were delivered. The total order book for Suezmaxes is now at 79,
up from 77 after the first quarter.  A total of eight  Suezmaxes were ordered in
the quarter.

The value of  second-hand  vessels  has  increased  more than 10  percent in the
quarter. The main reason for this has been increased willingness to pay to catch
the strong spot earnings.  In addition  owners have increased  confidence in the
long-term  prospects for the tanker market.  Newbuilding prices has gone up with
approximately  10 percent in the quarter , but the lack of building slots before
2008 has limited the ordering.


The Frontline Group has as of today a large presence in the dry bulk market. All
the eight OBO carriers owned by Ship Finance are currently  chartered out medium
term in this market.  In addition  Frontline  owns two capesize  vessels and one
handysize which were acquired as part of the original Golden Ocean  acquisition.
The dry bulk market has during the last year shown  substantial  strength driven
by a modest  delivery  schedule and strong demand,  particularly by iron ore and

In view of  Frontline's  strategy to be a pure tanker  company,  the Board feels
that the dry bulk assets will give a higher value to  shareholders  if developed
in a stand alone company.  The Board has therefore taken a principal decision to
seek to  establish  a new dry bulk  company,  which is  likely to be spun off to
existing  holders of Frontline  shares.  The equity in the three "Golden  Ocean"
ships will, together with the ships' contracts and some further cash, create the
core  part of the  Company.  Based on the  existing  contracts  the  Company  is
expected to be profitable from the first day of operation.  The dry bulk Company
is likely to have an aggressive  growth ambition focused on  consolidation.  The
strategy will include ownership,  chartering, as well as contract positions. The
Board is currently  putting together the organization to run the new company.  A
detailed  clarification  on how the new company will be spun off to  Frontline's
shareholders is expected to be given within the next months.

The structuring of Frontline as a chartering  company has substantially  reduced
the use of  capital  and  thereby  the need to  reserve  capital  for  long-term
expansion.  The Board will instead seek to optimize  medium-term cash generation
in order to give the highest  possible return to  shareholders.  A major part of
this  return  is  likely  to be  given in the  form of a  dividend.  In order to
maximize the direct return to shareholders the Company will also consider tanker
deals,  which  normally  would  not have been a part of the old  Frontline.  The
recent  purchase of three  Suezmaxes  with  anticipated  full pay off to current
residual value in one year,  based on existing forward rates, is an illustration
of such a deal.

Frontline has today 12 ships on charter from different German KGs. Frontline has
purchase options for all these vessels. Most of these options becomes declarable
for the first time six years after the contract was entered into.  The first two
vessels will become declarable at the end of this year. The market price for the
vessels is today  approximately  $11 million higher than the declaration  price.
Frontline  will  therefore   consider  declaring  these  options  at  the  first
declaration  opportunity and subsequently  initiate discussion with Ship Finance
to secure alternative  financing of these vessels.  Such a transaction is likely
to reduce Frontline's cost of capital, increase the Company's cash position, and
at the same time increase earnings and growth rate for Ship Finance.

Frontline owns  approximately  20 percent of the leading market place for tanker
futures  IMAREX and is by that the  leading  shareholder.  IMAREX is in a strong
positive development, and Frontline will consider steps in order to maximize the
value of its investment in IMAREX.


So far in the second  quarter,  Frontline  has chartered  out  approximately  75
percent of the VLCC capacity and 65 percent of the Suezmax capacity at TCE rates
of around  $62,000 and  $38,000.  The current  market is higher than the average
rates achieved so far this quarter.

The tanker  market  looks  healthy for the  remainder  of the year.  The freight
futures market is 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 TCE rates of $81,000 per day on VLCCs and $60,000 per day for next
year. For Suezmaxes the rate for the rest of the year is $47,000 and $40,000 for
next year.

The net income,  as well as the dividend for the second half of 2004,  will,  in
addition to the general market,  be influenced by which model the Board will use
for the divestment of Frontline's  remaining 63 percent holding in Ship Finance,
the profit sharing to be paid to Ship Finance, the financial hedging and also by
the capitalization and spin off model of the new Bulk Company.

The current  long-term rate in the tanker market is today  significantly  higher
than  Frontline's  cash  break even  rates.  A fixture of part of the fleet will
thereby reduce the financial risk and secure return to  shareholders.  The Board
is currently evaluating several of these opportunities.

The strength in the  short-term  market  combined  with the  increasingly  tight
supply/demand  balance until phase out of single hull tonnage in 2010 may create
a very positive  market  situation for tankers for the next five to seven years.
The Board is, based on the  underlying  fundamentals,  excited about the outlook
for the Company and the ability to give a good return to shareholders. Frontline
expects to report strong earnings for the rest of the year.

Forward Looking Statements

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.

August 19, 2004
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda

Questions should be directed to:

          Contact: Tor Olav Troim: Director, Frontline Ltd
          +47 23 11 40 00

          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

                                         FRONTLINE GROUP SECOND QUARTER REPORT (UNAUDITED)

   2003        2004     INCOME STATEMENT                                      2004       2003       2003
  Apr-Jun     Apr-Jun   (in thousands of $)                                  Jan-Jun    Jan-Jun    Jan-Dec
  -------     -------   -------------------                                  -------    -------    -------
    330,201    357,004  Total operating revenues                              806,581    677,410  1,173,783
     (4,271)      (469) Gain (loss) from sale of assets                          (225)    (3,778)     5,626
     97,505     82,865  Voyage expenses and commission                        164,625    177,175    323,598
     28,918     29,904  Ship operating expenses                                60,617     55,758    117,604
     19,303      9,371  Charterhire expenses                                   21,255     42,850     81,009
      2,458      5,236  Administrative expenses                                11,352      5,721     17,889
     35,582     45,628  Depreciation                                           90,811     70,941    146,907
    183,766    173,004  Total operating expenses                              348,660    352,445    687,007
    142,164    183,531  Operating income                                      457,696    321,187    492,402
      3,273      8,297  Interest income                                        16,258      5,981      9,185
    (17,082)   (51,055) Interest expense                                     (104,869)   (35,553)   (75,097)
     13,287      1,483  Share of results from associated companies              4,346     30,452     33,533
     14,302     25,267  Other financial items                                  12,628     12,549        300
       (878)     6,159  Foreign currency exchange gain (loss)                   2,055        127    (17,193)
    155,066    173,682  Income (loss) before taxes and minority interest      388,114    334,743    443,130
          -      4,381  Minority Interest                                       4,381          -          -
         (1)       113  Taxes                                                     113         (3)         3
          -          -  Cumulative effect of change in accounting principle         -          -     33,767
    155,067    169,188  Net income (loss)                                     383,620    334,746    409,360

                        Basic Earnings (loss) Per Share Amounts ($)
                        EPS from continuing operations before cumulative
      $2.04      $2.29  effect of change in accounting principle                $5.20      $4.39      $5.92
      $2.04      $2.29  EPS                                                     $5.20      $4.39      $5.47

                        Income on timecharter basis ($ per day per ship)*
   46,000       58,500  VLCC                                                   66,700     50,700     42,300
   39,600       36,700  Suezmax                                                48,200     40,200     33,900
   35,200       27,000  Suezmax OBO                                            26,600     38,700     31,900

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

BALANCE SHEET                                          2004         2003         2003
(in thousands of $)                                   Jun 30       Jun 30       Dec 31
-------------------                                   ------       ------       ------
Short term
Cash and cash equivalents                              112,859      240,140      124,189
Restricted cash                                        594,478        4,844      891,887
Other current assets                                   208,437      159,202      181,928
Long term
Newbuildings and vessel purchase options                 8,370       35,333        8,370
Vessels and equipment, net                           2,286,717    2,275,918    2,165,239
Vessels under capital lease, net                       742,035      347,756      765,126
Investment in finance lease                            114,237            -      120,894
Investment in associated companies                      12,971      131,344      173,329
Deferred charges and other long-term assets             45,816       16,479       32,573
Total assets                                         4,125,920    3,211,016    4,463,535

Short term
Short term interest bearing debt                       184,605      156,802      191,131
Current portion of obligations under capital lease      20,787       16,755       20,138
Other current liabilities                              139,431      147,105      110,043
Long term
Long term interest bearing debt                      2,047,057    1,161,742    2,091,286
Obligations under capital lease                        743,536      342,905      753,823
Other long term liabilities                             41,879       33,508       41,697
Minority interest                                      162,011            -            -
Stockholders' equity                                   786,614    1,352,199    1,255,417
Total liabilities and stockholders' equity           4,125,920    3,211,016    4,463,535

   2003        2004     STATEMENT OF CASHFLOWS                                 2004      2003       2003
  Apr-Jun     Apr-Jun   (in thousands of $)                                  Jan-Jun    Jan-Jun    Jan-Dec
  -------     -------   -------------------                                  -------    -------    -------
                        OPERATING ACTIVITIES
    155,067    169,188  Net income (loss)                                     383,620    334,746    409,360
                        Adjustments to reconcile net income to net cash
                        provided by operating activities
     35,509     47,241  Depreciation and amortisation                          97,605     72,146    149,769
        188     (6,081) Unrealised foreign currency exchange (gain) loss        2,327     (1,070)    17,955
      4,271        469  Gain or loss on sale of assets                            225      3,778     (5,626)
    (13,287)    (1,483) Results from associated companies                      (4,346)   (30,452)   (33,533)
    (16,250)   (28,998) Adjustment of financial derivatives to market value   (16,156)   (22,410)   (28,180)
          -          -  Change in accounting principle                              -          -     33,767
     (3,983)     4,779  Other, net                                              2,800     (4,963)     1,311
    145,659      4,323  Change in operating assets and liabilities             26,292     92,322    (21,543)
    307,174    189,438  Net cash provided by operating activities             439,784    444,097    523,280

                        INVESTING ACTIVITIES
      5,671    (22,619) Maturity (placement) of restricted cash               299,872      4,697   (559,430)
   (157,899)         -  Additions to newbuildings, vessels and equipment            -   (172,213)   (66,589)
        226      1,400  Advances to associated companies, net                 (30,743)       495    (80,030)
          -          -  Purchase of option                                          -          -    (10,042)
          -     (4,145) Acquistion of subsidiaries                             (4,145)         -     (2,363)
                        Receipt from investment in finance lease and loans
          -      8,109  receivable                                              8,109          -          -
          -       (417) Purchase of other assets                                 (417)         -          -
    111,942        682  Proceeds from sale of assets                           11,864    115,885    449,396
    (40,060)   (16,990) Net cash provided by (used in) investing activities   284,359    (51,136)  (269,058)

                        FINANCING ACTIVITIES
     52,149     88,776  Proceeds from long-term debt, net of fees paid      1,552,894     51,073    608,808
   (116,038)   (99,026  Repayments of long-term debt                       (1,616,956)  (178,141)  (465,313)
     (1,853)    (4,842) Repayment of capital leases                            (9,638)    (5,009)   (13,134)
    (76,037)  (329,630) Dividends paid                                       (661,618)   (87,508)  (338,033)
    (24,045)      (192) Issue of shares, net                                    1,128    (23,993)   (25,631)
   (165,824)  (344,914) Net cash used in financing activities                (733,190)  (243,578)  (233,303)

                        Net increase (decrease) in cash and cash
    101,290   (172,466) equivalents before change in accounting principle      (8,867)   149,383     20,919
          -          -  Cash effect of change in accounting principle               -          -     11,192
                        Net increase (decrease) in cash and cash
    101,290  (172,466)  equivalents after change in accounting principle       (8,867)   149,383     32,111
    138,850    285,325  Cash and cash equivalents at start of period          121,726     90,757     92,078
    240,140    112,859  Cash and cash equivalents at end of period            112,859    240,140    124,189


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  August 19, 2004            By  /s/ Kate Blankenship
                                         Kate Blankenship
                                         Secretary and Chief Accounting Officer

02089.0009 #507421