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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Frontline Ltd.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
G3682E127
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2006
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
----------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes)
CUSIP No. G3682E127
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hemen Holdings Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
26,079,053
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
26,079,053
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,079,053
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.85%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G3682E127
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greenwich Holding Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
26,079,053
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
26,079,053
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,079,053
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.85%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G3682E127
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John Fredriksen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
26,079,053
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
26,079,053
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,079,053
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.85%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. G3682E127
---------
Item 1(a). Name of Issuer:
Frontline Ltd.
--------------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices:
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08 Bermuda
--------------------------------------------------------------------
Item 2(a). Name of Persons Filing:
Hemen Holding Ltd.;
Greenwich Holdings Ltd.; and
John Fredriksen
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(b). Address of Principal Business Office, or if None, Residence:
The principal business office for each of the persons filing is:
Hemen Holding Ltd.
c/o Seatankers Management Co. Ltd.
PO Box 53562
CY-3399 Limassol
Cyprus
Greenwich Holdings Ltd.
c/o Seatankers Management Co. Ltd.
PO Box 53562
CY-3399 Limassol
Cyprus
John Fredriksen
c/o Seatankers Management Co. Ltd.
P.O. Box 53562 CY-3399
Limassol, Cyprus
--------------------------------------------------------------------
(c). Citizenship:
Hemen Holding Ltd. - Cyprus
Greenwich Holdings Ltd. - Cyprus
John Fredriksen - Cyprus
--------------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock
--------------------------------------------------------------------
(e). CUSIP Number:
G3682E127
--------------------------------------------------------------------
Item 3. If this Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Hemen Holding Ltd. - 26,079,053
Greenwhich Holding Ltd. - 26,079,053
John Fredriksen - 26,079,053
----------------------------------------------------------------------
(b) Percent of class:
Hemen Holding Ltd. - 34.85%
Greenwhich Holding Ltd. - 34.85%
John Fredriksen - 34.85%
----------------------------------------------------------------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
------------------,
(ii) Shared power to vote or to direct the vote 26,079,053
------------------,
(iii) Sole power to dispose or to direct the
disposition of 0
------------------,
(iv) Shared power to dispose or to direct the
disposition of 26,079,053
------------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response to this item.
Not Applicable
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not Applicable
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not Applicable
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable
----------------------------------------------------------------------
Item 10. Certification.
Not Applicable
----------------------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HEMEN HOLDING LIMITED
By: /s/ Eva Agathangelou
---------------------
Name: Eva Agathangelou
Title: Director
Date: February 14, 2007
GREENWICH HOLDINGS LTD.
By: /s/ Stelios Savvides
---------------------
Name: Stelios Savvides
Title: Director
Date: February 14, 2007
JOHN FREDRIKSEN
By: /s/ John Fredriksen
----------------------
Name: John Fredriksen
Date: February 14, 2007
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G and amendments hereto filed on
behalf of the supporting persons named herein, dated February 14, 2007 relating
to the Common Stock, of Frontline Ltd. shall be filed on behalf of the
undersigned.
HEMEN HOLDING LIMITED
By: /s/ Eva Agathangelou
---------------------
Name: Eva Agathangelou
Title: Director
Date: February 14, 2007
GREENWICH HOLDINGS LTD.
By: /s/ Stelios Savvides
---------------------
Name: Stelios Savvides
Title: Director
Date: February 14, 2007
JOHN FREDRIKSEN
By: /s/ John Fredriksen
----------------------
Name: John Fredriksen
Date: February 14, 2007
SK 02089 0009 746816