SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                Commission File Number   0-22704

                           NOTIFICATION OF LATE FILING

     (Check One):  [ ]Form 10-K      [ ]Form 11-K       [X]Form 20-F
                   [ ]Form 10-Q      [ ]Form N-SAR

         For Period Ending:     December 31, 2002

 [ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
 [ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
 [ ] Transition Report on Form 11-K

   For the Transition Period Ending:

   Read the attached instruction sheet before preparing form. Please print or
type.

   Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

   If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:



                                     PART I

                             REGISTRANT INFORMATION

Full name of registrant:                    FRONTLINE LTD.

Former name if applicable:                  Not applicable

Address of principal executive office
(street and number):                        Par-la-Ville Place
                                            14 Par-la-Ville Road

City, state and zip code:                   Hamilton, HM08, Bermuda



                                     PART II

                             RULE 12B-25(B) AND (C)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

 [X] (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

 [X] (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K,  20-F, 11-K or Form N-SAR, or portion thereof will be filed
          on or before the 15th calendar day following the  prescribed due date;
          or the subject  quarterly report or transition report on Form 10-Q, or
          portion  thereof  will be filed on or before  the fifth  calendar  day
          following the prescribed due date; and

[ ] (c)   The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached, if applicable.


                                    PART III

                                    NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
910-Q,  N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     The  Registrant is unable to file its Form 20-F for the year ended December
     31, 2002,  by June 30, 2003,  because it has not yet completed its analysis
     of a corporate  transaction to be entered into on or immediately  after the
     filing date.

                                    PART IV

                               OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
 notification

                           Kate Blankenship          (441) 295 6935
                           (Name) (Area Code) (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 been filed during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s)? If the answer is no,
identify report(s).
                                                              [X] Yes     [ ] No
         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                              [ ] Yes     [X] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.


FRONTLINE  LTD. has caused this  notification  to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  July 1, 2003                         By: /s/Kate Blankenship
                                                ----------------------
                                                Kate Blankenship
                                                Chief Accounting Officer and
                                                Company Secretary


     Instruction.  The  form  may  be  signed  by an  executive  officer  of the
     registrant  or by any other duly  authorized  representative.  The name and
     title of the person signing the form shall be typed or printed  beneath the
     signature.  If the  statement is signed on behalf of the  registrant  by an
     authorized  representative  (other than an executive officer),  evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.

                                   ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national  securities  exchange on which any class of securities of the
registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.

02089.0009 #414354