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 2005

                                 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 13, 2005.

                                    Exhibit 1

Frontline Ltd. Interim Report July to September 2005


o    Frontline  reports net income of $73.8  million and  earnings  per share of
     $0.99 for the third quarter of 2005.

o    Frontline  reports  nine month  results of $473.1  million and earnings per
     share of $6.32.

o    Frontline announces a cash dividend of $1.50 per share.

Third Quarter and Nine Months Results

The Board of Frontline Ltd. (the "Company) announces net income of $73.8 million
for the  third  quarter  of 2005,  equivalent  to  earnings  per share of $0.99.
Operating  income for the quarter was $142.1 million  compared to $185.1 million
in the second quarter. This reflects the continued decrease in the market during
the third quarter. 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  $37,100,  $26,200 and $34,700  respectively  compared  with
$50,300,  $34,100 and $36,400 respectively in the second quarter of 2005. In the
third  quarter,  a gain of $32.4  million was  reported on the sale of a Suezmax

Interest income was $10.9 million in the quarter, of which, $5.9 million relates
to restricted  deposits held by  subsidiaries  reported in  Independent  Tankers
Corporation  ("ITC").  The Company recorded interest expense of $50.3 million in
the third quarter of which $15.7 million relates to ITC.

The total for other  financial  items in the third  quarter  was a gain of $17.2
million compared to a net gain of $2.7 million in the second quarter of 2005. An
increase  in the forward  curve for Libor  rates in the quarter has  resulted in
valuation  gains of $8.4  million on  interest  rate swaps in the third  quarter
compared to valuation  losses of $8.0 million in the second  quarter of 2005. As
at September 30, 2005, the Company had interest rate swaps with a total notional
principal  of $622.6  million of which  $572.6  million  relates to Ship Finance
International  Limited  ("Ship  Finance").   The  valuation  of  freight  future
agreements to market value has resulted in a gain of $0.4 million  compared to a
gain of $2.7 million in the second quarter.

Frontline  announces  net income of $473.1  million  for the nine  months  ended
September 30, 2005,  equivalent to earnings per share of $6.32.  The TCEs earned
in the spot and period  market by the  Company's  VLCCs,  Suezmax  tankers,  and
Suezmax OBO carriers were $54,300, $39,200 and $35,600, respectively.

As at September  30, 2005,  the Company had total cash and cash  equivalents  of
$794.2 million which includes $602.9 million of restricted cash. Restricted cash
includes  $310.3  million  relating  to  deposits  in ITC and $289.7  million in
Frontline  Shipping  Limited and Frontline  Shipping II Limited.  As of November
2005,  the  Company  has cash  breakeven  rates on a TCE  basis  for  VLCCs  and
Suezmaxes of $27,712 and $20,990 respectively.

The results for the quarter  and nine months  ended  September  30, 2004 and the
year  ended  December  31,  2004  have been  restated  to  reflect  discontinued
operations related to the dry bulk operations sold during 2004 and 2005.

Corporate and Other Matters

In August 2005,  Frontline sold the Suezmax tanker Front Hunter to a third party
for $71 million.  The deal resulted in the cancellation of the long term charter
agreement between Ship Finance and Frontline.

In August 2005, Frontline sold its last remaining dry bulk vessel, the Cos Hero,
to a third party for net proceeds of $20.7 million.

On August 18, 2005,  Golden Ocean Group Limited ("Golden  Ocean")  exercised its
option to acquire the second of two  newbuilding  Panamax bulk carriers from the
Company at Frontline's cost plus Frontline's  funding  expenses.  The vessel was
delivered to Golden Ocean in early September 2005.

On November  13,  2005,  the Board  declared a dividend of $1.50 per share.  The
record date for the dividend is November 29,  2005,  the ex dividend  date is 25
November, 2005 and the dividend will be paid on or about 13 December, 2005.

At September  30, 2005,  74,825,169  ordinary  shares were  outstanding  and the
weighted  average number of shares  outstanding  for the quarter and nine months
then ended was also 74,825,169.

The Market

The overall downward trend of the VLCC market witnessed in the second quarter of
the year  shifted  to a  significantly  more  positive  trend  during  the third
quarter.  July  started off on a rebound,  seeing a peak in rates at  Worldscale
("WS") 107 for the benchmark route from the Arabian Gulf to the East. The market
experienced great volatility during the quarter, demonstrated by a fall in rates
down to WS 60 levels in the first  half of  August.  However,  at the end of the
quarter the rates rose  dramatically,  seeing fixtures being concluded at WS 105
levels at period  end.  The  average WS rate from  Arabian  Gulf to the East was
about WS 83 compared to WS 72 in the second  quarter of 2005.  This equates to a
TCE of approximately  $34,000 per day. The Suezmax market experienced a downward
trend compared to the second  quarter.  The benchmark  route from West Africa to
the East coast of U.S.  started off  falling  from a peak in rates at the end of
the second quarter down to WS 100 levels.  The rates remained  relatively stable
until the end of September,  when the market strengthened considerably and rates
rose to WS 165 at period  end.  The average WS rate from West Africa to the East
coast of the U.S. was about 115, or approximately  $25,500 per day,  compared to
WS 133 in the second quarter.

The  hurricane  activity  in the Gulf of Mexico  during the  quarter led to shut
downs of refinery capacity and production  capacity.  The shut downs boosted the
U.S. demand for sweeter crude from West Africa.  Consequently,  a larger portion
of  heavier,  sour crude from the  Caribbean  went  eastwards.  Combined  with a
seasonal  strengthening of the market, the increase in long haul  transportation
stimulated the demand side, and led to an upwards pressure on rates.

The International  Energy Agency (IEA) reported in its October report an average
OPEC oil production,  including Iraq, of approximately  29.7 million barrels per
day during the third quarter of the year, an increase of 0.4 million barrels per
day or 1.4 percent from the second  quarter.  OPEC announced in September  that,
should it be necessary,  it would make the entire spare production capacity of 2
million barrels per day available.

IEA estimates that world oil demand averaged 82.4 million barrels per day in the
third  quarter,  a 0.7 percent  increase  from the second  quarter in 2005.  IEA
further  predicts that the average demand for 2005 in total will be 83.4 million
barrels per day, or a 1.6 percent growth from 2004. The  organisation  estimates
world oil demand in 2006 to average  85.2  million  barrels  per day,  showing a
belief in continued demand growth.

The world  trading  VLCC  fleet  totalled  461  vessels  at the end of the third
quarter of 2005,  an  increase  of 1.1 percent  over the  quarter.  One VLCC was
scrapped  in the period and six were  delivered.  The total  order book is at 98
vessels at the end of the third  quarter,  up from 94  vessels  after the second
quarter of 2005. This represents 21.3 percent of the current VLCC fleet. A total
of ten VLCCs were ordered during the quarter.

The world Suezmax fleet totalled 333 vessels at the end of the quarter,  up from
328 vessels after the second  quarter of 2005, a 1.6 percent  fleet  growth.  No
Suezmaxes were scrapped  during the quarter and five were  delivered.  The total
order  book at the end of the  quarter  is 64,  down  from 69 after  the  second
quarter.  This  represents  19.3 percent of the Suezmax fleet. No Suezmaxes were
ordered during the period.

The freight futures market  maintains an optimistic view,  demonstrated  through
the  possibility of selling  freight  futures for the remainder of the year at a
level that equates to TCEs for VLCCs of approximately  $120,000, and $47,500 for
the calendar year 2006.


The Board of Frontline has seen limited  upside in modern  secondhand  prices in
2005 and has as a result shown a cautious  approach to new investments.  Several
ships have been sold.  Newbuilding  prices as well as secondhand  prices have in
the recent  months  shown a negative  development,  mainly due to the  softening
freight  market,  and  partly  caused by the  strengthening  of the U.S.  dollar
against Asian  currencies but also driven by lower steel prices.  The Board will
closely monitor this development which can create  interesting  opportunities to
renew  and  grow  the  fleet.  Frontline  will  continue  its  efforts  to  seek
consolidation among the big tanker companies.

Frontline  has  recently  concluded  a new two year time  charter  of one of the
Company's  Suezmaxes  at a TCE rate of  $36,750  per day.  Totally 14 vessels or
approximately  23  percent  of the  fleet  are now  fixed  out on  time  charter
agreements  with more than a year  remaining.  The cash  breakeven  rate for the
remaining fleet operating in the spot market has through these arrangements been
reduced to $12,950 for Suezmaxes and $25,400 for the VLCCs. A number of the time
charters also have upside participation.

Through  this  chartering  strategy  Frontline  has lowered the cash break rates
which reduce the financial  risk and secures a high degree of long term earnings
stability. This in turn supports Frontline's dedicated high dividend strategy.

The high oil price is believed  to leave room for a strong  increase in offshore
field development  utilizing the FPSO concept.  Frontline's  uniform single hull
fleet is believed to be well suited for conversion,  and the Board has therefore
decided to establish a team of  experienced  employees to manage these  efforts.
The team will be fully operational from January 2006.

Frontline has decided to postpone the sale of the Company's remaining 16 percent
in Ship Finance until a later stage. The recent weakness in U.S. shipping stocks
created  partly by an oversupply  of new companies to the market has  influenced
the decision. Frontline sees good value in the Ship Finance stock and feels that
Frontline's shareholders will benefit through waiting for a better timing of the
sale or spin off.


The Board of  Frontline  has on several  occasions  warned  about the  dampening
effect the high oil price will have on the world wide oil  consumption.  We have
recently  seen that crude prices at $60 per barrel lead analysts to reduce their
growth estimates, however the resistance to lower growth has surprised the Board
and indicate a very strong underlying demand.

The VLCC and Suezmax tanker fleets have in the first ten months of 2005 grown by
approximately  five  percent.  In 2006 the delivery  schedules for VLCCs will be
reduced to 18 units from the 32 units  delivered  in 2005,  while IEA  estimates
annual oil demand  increase  to move from 1.5  percent in 2005 to 2.0 percent in
2006. Such a reduction in deliveries  combined with  expectations  for lower oil
prices  and  refinery   margins,   indications  of   liberalisation  in  China's
governmental control of the domestic oil market likely to lead to higher Chinese
imports,  reduced U.S. and North Sea production,  and reduced  efficiency of the
single hull  fleet,  may change the  momentum  in the tanker  market back to the
benefit of the owners.  Increased  use for floating  storage and  conversion  of
existing units to offshore  purposes further increases the likelihood for such a
scenario.  The most important  factor is however the uncertainty  created by the
fact that 28 percent of the current VLCC and Suezmax  tanker  fleets are subject
to the potential single hull ban coming into effect in 2010.

The market has  developed  positively in the fourth  quarter.  Frontline has the
last week fixed VLCCs at TCEs of $115-130,000  and Suezmax tonnage at $50-60,000
per day on round voyage basis.  So far  approximately  62 percent of the Suezmax
capacity and 80 percent of the VLCC capacity have been concluded for the quarter
at TCE rates of $38,400  and $53,700  respectively.  The recent rise in rates is
likely  to lead to  increased  numbers  for the  quarter  overall.  The  current
strength in the market  combined  with the forward  nature of the fixtures  will
also give a solid basis for the earnings  going in to 2006.  The results for the
fourth  quarter will in line with the third quarter be negatively  influenced by
the accounting  treatment of the Ship Finance profit sharing. The result for the
year is likely to be above $570 million.

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 13, 2005
The Board of Directors
Frontline Ltd.
Hamilton, Bermuda

Questions should be directed to:

          Contact: Tor Olav Troim: Director, Frontline Ltd
          +44 7734 976 575

          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 THIRD QUARTER REPORT (UNAUDITED)

--------------- ------------ ----------------------------------------------------------- -------------- ------------- -------------
     2004          2005      INCOME STATEMENT                                                2005           2004          2004
   Jul-Sep        Jul-Sep                                                                   Jan-Sep       Jan-Sep       Jan-Dec
  (restated)                 (in thousands of $)                                                         (restated)    (restated)
--------------- ------------ ----------------------------------------------------------- -------------- ------------- -------------

       402,401      291,546   Total operating revenues                                       1,083,465     1,198,597     1,854,331
             -       32,429   Gain (loss) from sale of assets                                   77,977          (225)       19,574
        91,591       83,724   Voyage expenses and commission                                   240,575       256,026       361,609
        33,264       38,514   Ship operating expenses                                          115,484        92,599       130,385
        10,412        3,911   Charterhire expenses                                               6,387        31,413        39,302
         6,478        5,931   Administrative expenses                                           14,969        19,524        26,500
        45,396       49,754   Depreciation                                                     148,162       134,543       180,497
       187,141      181,834   Total operating expenses                                         525,577       534,105       738,293
       215,260      142,141   Operating income                                                 635,865       664,267     1,135,612
         6,957       10,883   Interest income                                                   29,843        23,215        31,596
       (50,701)     (50,294)  Interest expense                                                (162,182)     (155,123)     (205,461)
         1,587          628   Share of results from associated companies                         3,845         5,933        10,553
      (26,161)       17,269   Other financial items                                             40,408      (13,533)         3,566
         2,728        2,938   Foreign currency exchange gain (loss)                             14,334         4,003       (4,931)
       149,670      123,565   Income before taxes and minority interest                        562,113       528,762       970,935
       (13,279)     (54,922)  Minority Interest                                                (99,626)      (17,659)      (64,995)
             -           (2)  Taxes                                                                 82          (113)         (178)
         5,139        5,156   Discontinued operations                                           10,491        14,160       117,620
       141,530       73,797   Net income                                                       473,060       525,150     1,023,382

                              Basic Earnings Per Share Amounts ($)
         $1.83        $0.92   EPS from continuing operations before cumulative effect            $6.18         $6.93        $12.21
                              of change in accounting principle
         $1.90        $0.99   EPS                                                                $6.32         $7.12        $13.79
--------------- ------------  ---------------------------------------------------------- -------------- ------------- -------------

--------------- ------------  ---------------------------------------------------------- -------------- ------------- -------------
                              Income on timecharter basis ($ per day per ship)*
     67,200          37,100   VLCC                                                              54,300        66,900        78,000
     45,900          26,200   Suezmax                                                           39,200        47,000        57,900
     27,300          34,700   Suezmax OBO                                                       35,600        26,800        27,900
--------------- ------------  ---------------------------------------------------------- -------------- ------------- -------------
                              * Basis = Calendar days minus off-hire. Figures after
                              deduction of broker commission

---------------------------------------------------------------------------------------- -------------- ------------- -------------
                                                                                             2005           2004          2004
BALANCE SHEET                                                                               Sep 30         Sep 30        Dec 31
(in thousands of $)                                                                                                    (audited)
---------------------------------------------------------------------------------------- -------------- ------------- -------------

Short term
Cash and cash equivalents                                                                      191,295       159,599       105,702
Restricted cash                                                                                602,957       566,865       592,607
Other current assets                                                                           216,463       222,674       456,595

Long term
Newbuildings and vessel purchase options                                                        15,861        24,231        24,231
Vessels and equipment, net                                                                   2,507,473     2,297,344     2,254,361
Vessels under capital lease, net                                                               684,204       730,438       718,842
Investment in finance lease                                                                    101,533       113,668       107,664
Investment in associated companies                                                              21,354        13,078        22,955
Deferred charges and other long-term assets                                                     49,612        38,455        55,803
Total assets                                                                                 4,390,752     4,166,352     4,338,760


Short term
Short term debt and current portion of long term debt                                          172,153       147,559       151,614
Current portion of obligations under capital lease                                              24,378        21,139        21,498
Other current liabilities                                                                      158,541       133,134       166,320

Long term
Long term debt                                                                               2,234,168     2,057,741     1,990,131
Obligations under capital lease                                                                712,814       737,615       732,153
Other long term liabilities                                                                     22,755        46,393        30,346
Minority interest                                                                              455,870       222,022       328,730
Stockholders' equity                                                                           610,073       800,749       917,968
Total liabilities and stockholders' equity                                                   4,390,752     4,166,352     4,338,760
---------------------------------------------------------------------------------------- -------------- ------------- -------------

---------------- ------------ -------------------------------------------------------- --------------- -------------- -------------
     2004           2005                                                                    2005           2004           2004
    Jul-Sep        Jul-Sep    STATEMENT OF CASHFLOWS                                      Jan-Sep         Jan-Sep     Jan-Dec
                              (in thousands of $)                                                                      (audited)
---------------- ------------ -------------------------------------------------------- --------------- -------------- -------------

                              OPERATING ACTIVITIES
       141,530       73,797  Net income (loss)                                              473,060        525,150     1,023,382
                             Adjustments to reconcile net income to net cash
                             provided by operating activities
        48,717       51,731  Depreciation and amortisation                                  164,840        146,322       194,083
        (4,944)        (298) Unrealised foreign currency exchange (gain) loss                (5,261)        (2,618)          390
             -      (37,963) Gain or loss on sale of assets                                (111,533)            225     (126,230)
        (1,587)        (628) Results from associated companies                               (3,845)        (5,933)      (10,552)
        16,298       (5,620) Adjustment of financial derivatives to market value             (8,148)           142       (15,675)
        12,071       55,722  Other, net                                                     106,633         14,871        61,658
        12,905       35,596  Change in operating assets and liabilities                     203,620        (13,386)     (217,269)
       224,990      172,337  Net cash provided by operating activities                      819,366        664,773       909,787

                             INVESTING ACTIVITIES
        27,613       19,235  Maturity (placement) of restricted cash                        (10,350)       327,485       299,280
             -       (1,874) Acquisition of minority interest                                (5,874)                     (14,713)
       (61,107)     (37,165) Additions to newbuildings, vessels and equipment              (525,590)       (61,352)     (126,947)
         1,480            -  Advances to associated companies, net                           (2,679)       (29,263)      (37,424)
             -            -  Proceeds from sale of investments in associated                      -         11,181        11,181
             -            -  Acquisition of subsidiaries, net of cash acquired                     -        (4,145)      (18,858)
           946            -  Receipt from investment in finance lease and loans              14,471          9,056        17,482
             -            -  Purchase of other assets                                       (98,826)          (173)      (15,098)
             -      100,632  Proceeds from sale of assets                                    403,104           682        59,787
                                                                                            (33,771)             -             -
             -            -  Loan advances to related parties
                                                                                              50,571             -             -
                     50,571  Repayment of loan advances by related parties
                                                                                           (208,944)       253,471       174,690
       (31,068)     131,399  Net cash provided by (used in) investing activities

                             FINANCING ACTIVITIES
       119,155      163,986  Proceeds from long-term debt, net of fees paid               1,584,599      1,672,049     1,707,655
     (147,111)    (231,307)  Repayments of long-term debt                                (1,326,384)    (1,763,066)   (1,814,269)
       (5,569)      (5,958)  Repayment of capital leases                                    (16,458)       (15,207)      (20,310)
     (159,392)    (181,170)  Dividends paid                                                (766,586)      (821,010)   (1,038,315)
        45,735            -  Issue of shares, net                                                 -         46,863        62,275
      (147,182)    (254,449) Net cash used in financing activities                         (524,829)      (880,371)   (1,102,964)

        46,740       49,287  Net increase (decrease) in cash and cash equivalents            85,593         37,873       (18,487)
       112,859      142,008  Cash and cash equivalents at start of period                   105,702        121,726       124,189
       159,599      191,295  Cash and cash equivalents at end of period                     191,295        159,599       105,702
---------------- ------------ -------------------------------------------------------- --------------- -------------- -------------


          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 22, 2005                  By /s/ Tom E. Jebsen
                                                 Tom E. Jebsen
                                                 Principal Financial Officer

02089.0009 #621221