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                     November                             , 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  as Exhibit 1 is a copy of the press  release of  Frontline  Ltd.  (the
"Company"), dated November 15, 2004.

                                    Exhibit 1




o    Frontline  reports net income of $150.6  million and  earnings per share of
     $2.02 for the third quarter of 2004.
o    Frontline announces a cash dividend of $2.50 per share.
o    A further 13.2 percentage points of Frontline's holding of common shares of
     Ship Finance  International Limited ("Ship Finance") will be distributed to
     Frontline's shareholders on December 15, 2004.

Third Quarter and Nine Months Results

The Board of Frontline Ltd. announces net income of $150.6 million for the third
quarter of 2004,  equivalent  to earnings  per share of $2.02.  This is the best
third  quarter  results ever recorded by the Company.  Operating  income for the
quarter  was  $220.5  million.  This  after a one time  charge  of $9.6  million
incurred in connection with the termination of the bareboat charters out for two
of the  Company's  VLCCs.  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  $67,200,  $45,900  and  $27,300,  respectively,
compared with $58,500, $36,700 and $27,000 respectively in the second quarter of

Administrative  expenses  were  $5.0  million  for the  third  quarter  of 2004.
Interest income for the quarter was $7.0 million,  of which $5.8 million relates
to Independent Tankers Corporation ("ITC"). Interest expense for the quarter was
$51.1  million  (of which  $16.3  million  relates to ITC)  compared  with $51.1
million in the second quarter (of which $16.4 million relates to ITC). The total
of other  financial  items  for the  quarter  was a net  loss of  $26.2  million
compared to net gains of $25.3 million in the second  quarter.  Other  financial
items  include  losses of $17.2  million from freight  future  agreements in the
third  quarter  compared with gains of $0.5 million in the second  quarter.  The
freight  futures  losses  result from mark to market  valuation of the Company's
hedging program for financial forward  fixtures.  Movement in interest rates has
generated  valuation losses of $10.9 million on interest rate swaps in the third
quarter compared with gains of $26.8 million in the second quarter. At September
30, 2004 the Company had  interest  rate swaps with a total  notional  principal
amount of  $633.9  million  outstanding,  of which  Ship  Finance  holds  $583.9
million.  Net  income for the  quarter  includes  a gain of $9.1  million  which
resulted from an issue of shares in July 2004 by our subsidiary Ship Finance. As
a result of this transaction,  the Company's  ownership interest in Ship Finance
International  Limited is reduced,  resulting in a "dilution gain." The Yen rate
moved  from  108.38  at June  30,  2004 to  110.92  at  September  30,  2004 and
accordingly the Company recording total foreign exchange gain of $3.0 million in
the quarter on 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
determined on an annual basis. So far this year approximately  $61.9 million has
been accumulated of which $42.4 million has been recognised in the third quarter
in accordance with US generally accepted accounting principles. The unrecognized
profit share of $19.5 million will be recognised in the fourth quarter  provided
Ship Finance's  vessels continue to earn in excess of the fixed charter rates we
pay Ship Finance.  Frontline's  minority interest includes  approximately 36% of
the booked amount of profit share as at September 30, 2004.

Frontline  announces  net income of $534.2  million  for the nine  months  ended
September 30, 2004,  equivalent to earnings per share of $7.24. This is the best
nine months 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  $66,900,  $47,000 and
$26,800, respectively

As at September  30, 2004,  the Company had total cash and cash  equivalents  of
$726.5 million.  This amount includes restricted cash of $566.9 million of which
$305.8  million  relates  to  deposits  in ITC and $250.0  million in  Frontline
Shipping Limited. As of October 25, 2004,  Frontline has cash breakeven rates on
a TCE basis for VLCCs and Suezmaxes of $21,263 and $15,848, respectively.

Corporate and Other Matters

On July 12, 2004, the Company announced the purchase of two newbuilding VLCCs to
be delivered in 2006.  In addition,  on July 13, 2004 the Company  announced the
acquisition of three 1989 to 1990 built Suezmax  tankers.  This  acquisition was
part-financed  by the issuance and private  placement of 600,000 ordinary shares
to a group of institutional  investors at a purchase price of NOK 246 per share,
equivalent  to a total of  approximately  $21.5  million.  Two of these  Suezmax
tankers were  delivered to Frontline  during the third quarter and the third was
delivered in October 2004.

On October 6, 2004, the Company  announced the issuance 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 used to assist in
financing the purchase of a 1992 built Suezmax tanker that Frontline acquired on
October 5, 2004.

On October  22,  2004 the  Company  announced  that it had sold the joint  owned
single  hull VLCC  Golden  Fountain  to Chinese  interests.  The vessel  will be
delivered to the new owner in the period December 15-30.

On November 3, 2004 the Company  announced  that it had  chartered  out two 1991
built single hull VLCCs to a subsidiary of Titan  Petrochemicals  Group,  a Hong
Kong Stock Exchange listed  company.  The vessels are chartered out for a period
that will cover the  remaining  life of the vessel  until IMO's  single hull ban
comes into  effect in 2010.  The  contracts  will  provide  the  Company  with a
guaranteed  minimum hire of $35,000 per day and in addition  provide for a 50:50
profit sharing of earnings in excess of $37,500 per day.

Since the end of the  quarter  the  Company  has also  acquired  the single hull
Suezmax  tanker New Horizon,  built in 1988.  The vessel has been acquired as an
opportunistic  deal with the  purpose  of  maximizing  the short to medium  term
earnings in the Company.  The vessel will enter the fleet in the fourth quarter.
The risk in this transaction is limited by the short-term earnings situation and
is further supported by the scrap value.

On November 5, 2004 the Company  informed  the owner of three KG financed  VLCCs
that it wants to declare its purchase  option on these three vessels.  Frontline
will  initiate  discussions  with  Ship  Finance  regarding  a  refinancing  and
subsequent  long-term  leasing of these vessels.  It is anticipated  that such a
refinancing will release approximately $100 million in liquidity.

On November  15,  2004,  the Board  declared a dividend of $2.50 per share.  The
record date for the dividend is November 26, 2004 and the dividend  will be paid
on or about December 8, 2004.

The Board has, in line with existing  strategy,  decided to divest  further 13.2
percentage points of Frontline's  investment in Ship Finance. The shares will be
divested through a dividend payout.  Every Frontline  shareholder will receive 2
shares in Ship  Finance for every 15 shares held in  Frontline.  The record date
for the  dividend  is  December  1,  2004 and the  distribution  will be made on
December 15, 2004. Based on a valuation of free cash flow before  reinvestments,
Ship Finance trades at a substantial  discount to other yield oriented  shipping
stocks.  If this  valuation  gap  continues it is likely that even the remaining
shares will be spun off as dividend instead of a straight sale to third parties.

At September  30, 2004,  74,525,169  ordinary  shares were  outstanding  and the
weighted  average number of shares  outstanding  for the quarter and nine months
then ended were 74,433,865 and 73,758,695, respectively.

The Market

The strong  tanker  market  that we  experienced  in the second  quarter of 2004
continued into the third quarter at even higher levels. Except for a brief, weak
period in the  beginning of  September,  the VLCC market from the Middle East to
the Far East stayed above  Worldscale  (WS) 100 (or $54,000 per day Time Charter
Equivalent  (TCE)) for the whole  quarter.  The average WS rate from the Arabian
Gulf to the East was about WS 119  versus  WS 110 in the  second  quarter.  This
equates  to a TCE of  $67,000  per day  versus  $61,000  per  day in the  second
quarter.  In the  Suezmax  market from West Africa to the east coast of the U.S.
the average WS rate for the third  quarter  was WS 161 or about  $45,500 per day
TCE.  The  continued  strong  market  was a result of the high  world oil demand
especially into China, and improving world economic activity in general.  Almost
all  additional  demand was met by  increased  production  in the  Middle  East,
resulting in increased ton-miles.

According to the IEA, average OPEC oil production,  including Iraq, in the third
quarter  of 2004 was  approximately  29.2  million  barrels  per day  (b/d),  an
increase  from the second  quarter  when they  produced  about 28.1 million b/d.
During the quarter,  OPEC continued their policy of `producing what is needed to
supply the market',  but despite this,  oil prices  continued to climb to record

The IEA estimates  that world oil demand  averaged 81.9 million b/d in the third
quarter,  an  increase of 3.3 percent  from the third  quarter of 2003.  The IEA
further predicts that the average demand for 2005 will be 83.8 million b/d. Many
oil  analysts  are still  concerned  that demand  might end up being higher than
production capacity this coming winter.

The world VLCC fleet  totalled 441 vessels at the end of the third quarter 2004,
an increase of 5 vessels or 1.4 percent over the quarter.  One VLCC was scrapped
in the period and 6 were  delivered.  The total order book is now at 86 vessels.
This  represents  20 percent of the current VLCC fleet.  A total of 9 VLCCs were
ordered during the quarter.

The world  Suezmax  fleet  totalled  306  vessels at the end of the  quarter.  1
Suezmax was scrapped  during the quarter and 3 were  delivered.  The total order
book for  Suezmaxes  is now at 79.  This  represents  26 percent of the  current
Suezmax fleet. A total of 5 Suezmaxes were ordered in the quarter.

Ship prices continued a strong upwards movement in the quarter. Modern VLCCs for
prompt delivery have been sold at prices up to $125 million,  while similar type
Suezmaxes are  approaching  $80 million price  levels.  Newbuilding  prices have
crossed  $100  million for VLCCs,  supported  by  increases  in steel prices and
currency movements, but also driven by significant cost increases in main engine
and other equipment prices.

The tanker  market looks very  attractive  for the  remainder  of the year.  The
freight  futures  market seems to be reflecting  this view,  and it is currently
possible  to sell  freight  futures  for the rest of this  year at a level  that
equates to  approximately  $196,000 per day for a VLCC,  and $75,000 per day for
next year.  For  Suezmaxes we can now hedge the rest of this year at $86,000 per
day and $48,000 per day for next year.

Frontline  expects a strong  market for the rest of the winter  with very strong


The  Company  has during the last six months  acquired a total of seven  vessels
including two VLCCs presently under construction. The five single hull Suezmaxes
that have been acquired  strengthen the Company's position in the Suezmax market
and improve the Company's  earnings.  The strong spot market and the substantial
steel value of these  vessels  limit the  financial  risk in these  transactions

The Board continues monitoring  transactions which could strengthen  Frontline's
long-term position in the market. This includes individual ship deals as well as
larger corporate transactions.

In order to secure some long-term  earnings stability the Company has decided to
put part of the fleet away on long-term charter arrangements. Initially the main
target will be to secure long-term  employment for a major part of the Company's
single hull  tonnage.  Due to the positive  outlook for the industry the Company
will  prefer  agreements  where the  downside is totally  protected  but where a
significant  part of the upside  still can be kept.  The two ship VLCC deal with
Titan is an illustration of such an arrangement.  The long-term charter rates in
today's market are  significantly  higher than the rates  Frontline pays to Ship
Finance.  Through such charter  agreements  we thereby  secure a long-term  cash
generation and significantly reduce the risk for the remaining vessels.

Two of the Company's OBO carriers will end their existing charters in the fourth
quarter.  One of them has been  renewed for a three year  charter at $40,000 per
day,  while  the  other  ship is  likely  to trade in the  spot  market  until a
satisfactory  charter  arrangement  has been  concluded.  The renewal of the OBO
charter will improve the charter income from this segment in the coming period.

Frontline  has, in the fourth  quarter,  increased  its ownership in the freight
future  exchange  Imarex  to 30  percent.  Imarex  is  showing  strong  positive
developments in its results and has recently concluded a heavily  oversubscribed
equity offering.  Imarex plans a listing on the Oslo Stock Exchange in the first
half of 2005.

The work with the spin off of Frontline's Dry Bulk activities has taken somewhat
longer time than originally  anticipated.  The technical  challenges in the spin
off are now almost concluded.  The Dry Bulk company, which will be called Golden
Ocean Group  Limited  ("Golden  Ocean"),  will  initially  own the two cape size
vessels Channel  Alliance and Channel  Navigator.  In addition Golden Ocean will
have a  profitable  charter  agreement  for a  third  cape  size  vessel.  It is
anticipated  that the record date for the full spin off of Golden  Ocean will be
December 1. Further  confirmation of the record date and a brief  description of
the Company will be provided to  shareholders  during the next weeks.  It is the
intention to list Golden Ocean at the Oslo Stock Exchange. Golden Ocean will not
be a SEC registered company, and this will limit Frontline's ability to dividend
shares to non-QIB  investors in the US. For non-QIB  shareholders with addresses
in the US,  the  shares  in  Golden  Ocean  will be sold in the  market  and the
proceeds distributed directly to these investors.


The strong rise in the spot rates this  autumn  confirms  the very tight  supply
demand  situation  in the tanker  market.  The  fundamental  situation  has been
supported  by strong  demand for oil,  and a limited  net supply of new  tonnage
during the last years.  Even if it is likely that the fleet will show higher net
growth during the next two to three year period,  the fundamental  picture looks
strong. Such an outlook is supported by the forward freight market as well as by
the  increased  activities  by  charterers  to  secure  long-term  tonnage.  The
increased  long-term  charter  activity gives Frontline a unique  opportunity to
lower the financial  risk,  secure good long-term  earnings,  and still have the
major part of the fleet exposed to what looks like a very attractive spot market
in the years to come.

The low  historic  cost price of the  Frontline  fleet  compared  to ordering or
second-hand  purchase  in  today's  market  gives the  Company a true  financial
benefit.  This benefit  should be realised as superior  earnings and dividend to
the Company's shareholders in the years to come.

The  earnings  achieved  on  the  ships  so far in  the  fourth  quarter  show a
significant  improvement  from the third quarter.  The net income for the fourth
quarter  is,  based on the  facts  known  today,  likely to be well  above  $300
million. The Company will maintain a high pay out ratio.

The Company is well positioned and the Board looks optimistic on the future.

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.

November 15, 2004
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda


  2003         2004      INCOME STATEMENT                              2004         2003       2003
Jul-Sept    Jul-Sept    (in thousands of $)                         Jan-Sept      Jan-Sept    Jan-Dec
  221,075     410,097   Total operating revenues                    1,216,679      886,185    1,173,783
    6,914           -   Gain (loss) from sale of assets                  (225)       3,136        5,626
   78,837      92,538   Voyage expenses and commission                257,163      256,012      323,598
   31,034      33,785   Ship operating expenses                        94,402       86,793      117,604
   16,117      12,072   Charter hire expenses                          33,327       58,967       81,009
    4,566       4,961   Administrative expenses                        16,313       10,286       17,889
   37,311      46,228   Depreciation                                  137,039      108,253      146,907
  174,779     189,584   Total operating expenses                      538,244      520,311      687,007
   60,124     220,513   Operating income                              678,210      369,010      492,402
    1,467       6,962   Interest income                                23,220        7,448        9,185
  (17,543)    (51,109)  Interest expense                             (155,979)     (53,096)     (75,097)
    1,662       1,587   Share of results from associated companies      5,933       32,115       33,533
    4,414     (26,160)  Other financial items                         (13,533)      29,263          300
        -       9,050   Gain on issue of shares by subsidiary           9,050            -            -
  (12,221)      3,016   Foreign currency exchange gain (loss)           5,071      (12,093)     (17,193)
   37,903     163,859   Income before taxes and minority interest     551,972      372,647      443,130
        -      13,279   Minority Interest                              17,659            -            -
        -           -   Taxes                                             113           (3)           3
        -           -   Cumulative effect of change in accounting           -            -       33,767
   37,903     150,580   Net income                                     534,200     372,650      409,360

                        Basic Earnings Per Share Amounts ($)
    $0.52       $2.02   EPS from continuing operations before           $7.24        $4.95        $5.92
                        cumulative effect of change in accounting
    $0.52       $2.02   EPS                                             $7.24        $4.95        $5.47

                        Time Charter Equivalent earnings ($ per
                        day per ship)*

   28,200      67,200   VLCC                                           66,900       42,900       42,300
   22,000      45,900   Suezmax                                        47,000       34,300       33,900
   22,500      27,300   Suezmax OBO                                    26,800       33,300       31,900

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

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,  and charter income
from a bareboat charter would be lower than that from an equally profitable time
charter,  to take account of the charterer's  payment of vessel operating 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 bareboat
charters this is calculated by dividing the sum of bareboat charter revenues and
an estimate of operating costs that we would pay under a comparable time charter
by the number of days on charter.  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 these calculations.  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.

   2003      2004                                                       2004          2003        2003
 Jul-Sept  Jul-Sept                                                  Jan-Sept      Jan-Sept     Jan-Dec
  200,557  329,128   Voyage revenues                                  998,593       846,237    1,089,583
  (78,837) (92,538)  Voyage expenses and commission                  (257,163)     (256,012)    (323,598)
  121,720  236,590   Net voyage revenues                              741,430       590,225      765,985

BALANCE SHEET                                                           2004          2003        2003
(in thousands of $)                                                   Sept 30       Sept 30      Dec 31
Short term
Cash and cash equivalents                                             159,599       223,787       124,189
Restricted cash                                                       566,865         4,100       891,887
Other current assets                                                  222,674       145,660       181,928
Long term
Newbuildings and vessel purchase options                               24,231        18,412         8,370
Vessels and equipment, net                                          2,297,344     2,089,801     2,165,239
Vessels under capital lease, net                                      730,438       468,024       765,126
Investment in finance lease                                           113,668             -       120,894
Investment in associated companies                                     13,078       131,297       173,329
Deferred charges and other long-term assets                            38,455        16,043        32,573
Total assets                                                        4,166,352     3,097,124     4,463,535

Short term
Short term interest bearing debt                                      147,559       148,060       191,131
Current portion of obligations under capital lease                     21,139        19,905        20,138
Other current liabilities                                             133,134        69,564       110,043
Long term
Long term interest bearing debt                                     2,057,741     1,061,157     2,091,286
Obligations under capital lease                                       737,615       463,007       753,823
Other long term liabilities                                            46,393        25,955        41,697
Minority interest                                                     222,022             -             -
Stockholders' equity                                                  800,749     1,309,476     1,255,417
Total liabilities and stockholders' equity                          4,166,352     3,097,124     4,463,535

 2003          2004     STATEMENT OF CASHFLOWS                                      2004              2003               2003
Jul-Sept    Jul-Sept    (in thousands of $)                                       Jan-Sept          Jan-Sept            Jan-Dec
                        OPERATING ACTIVITIES
   37,903     150,580   Net income (loss)                                            534,200           372,650           409,360
                        Adjustments to reconcile net income to
                        net cash provided by operating activities
   37,865      48,717   Depreciation and amortisation                                146,322           109,774           149,769
   12,947      (4,944)  Unrealised foreign currency exchange (gain) loss              (2,618)           11,877            17,955
   (6,916)          -   Gain or loss on sale of assets                                   225            (3,138)           (5,626)
   (1,662)     (1,587)  Results from associated companies                             (5,933)          (32,115)          (33,533)
   (2,406)     16,298   Adjustment of financial derivatives to market value              142           (24,910)          (28,180)
        -      (9,050)  Gain on issue of shares by subsidiary                        (9,050)                 -                 -
        -           -   Change in accounting principle                                     -                 -            33,767
      (29)     12,071   Other, net                                                    14,871            (1,166)            1,311
    3,269      12,905   Change in operating assets and liabilities                   (13,386)           (8,059)          (21,543)
   80,971     224,990   Net cash provided by operating activities                    664,773           424,913           523,280

                        INVESTING ACTIVITIES
      744      27,613   Maturity (placement) of restricted cash                      327,485             4,549          (559,430)
 (51,938)     (61,107)  Additions to newbuildings, vessels and equipment             (61,352)          (66,565)          (66,589)
  236,180           -   Proceeds from sales of vessels                                     -           352,065           427,305
   (5,858)      1,480   Investments in associated companies, net                     (29,263)           (5,363)          (80,030)
 (10,042)           -   Purchase of option                                                 -           (10,042)          (10,042)
        -           -   Acquistion of subsidiaries, net of cash acquired              (4,145)           (2,363)           (2,363)
        -         946   Receipts from investments in finance leases
                        and loans receivable                                           9,056                 -                 -
   13,934           -   Purchases and sales of other assets, net                      11,690            13,869            22,091
  183,020     (31,068)  Net cash provided by (used in) investing activities          253,471           286,150          (269,058)

                        FINANCING ACTIVITIES
     (472)    119,155   Proceeds from long-term debt, net of fees paid             1,672,049            45,537           608,808
 (122,274)   (147,111)  Repayments of long-term debt                              (1,763,066)         (347,715)         (465,313)
   (3,614)     (5,569)  Repayment of capital leases                                  (15,207)           (8,622)          (13,134)
 (154,335)   (159,392)  Dividends paid                                              (821,010)         (241,843)         (338,033)
      351      45,735   Issue of shares, net                                          46,863           (26,711)          (25,631)
 (280,344)   (147,182)  Net cash used in financing activities                       (880,371)         (579,354)         (233,303)

 (16,353)      46,740   Net increase (decrease) in cash and cash
                        equivalents before change in accounting principle             37,873           131,709            20,919

        -           -   Cash effect of change in accounting principle                      -                 -            11,192
 (16,353)      46,740   Net increase (decrease) in cash and cash equivalents
                        after change in accounting principle                          37,873           131,709            32,111
  240,140     112,859   Cash and cash equivalents at start of period                 121,726            92,078            92,078
  223,785     159,599   Cash and cash equivalents at end of period                   159,599           223,787           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   November 19, 2004          By  /s/ Kate Blankenship
                                          Kate Blankenship
                                     Secretary and Chief Accounting Officer

02089.0009 #527918