Ship Finance International Limited, a Wholly-Owned Subsidiary of Frontline Ltd., Commences Exchange Offer for all of Its Outstanding 8 ½% Senior Notes Due 2013


Hamilton, Bermuda, May 25, 2004 – Ship Finance International Limited (“Ship Finance International”), a wholly-owned subsidiary of Frontline Ltd. (NYSE:FRO; OSE:FRO) today announced that it has commenced an offer (the “Exchange Offer”) to exchange all of its outstanding 8 ½% senior notes due December 15, 2013, that were issued in a private placement on December 18, 2003, for an equal principal amount of 8½% senior notes due December 15, 2013, that are registered under the Securities Act of 1933, as amended (the “Exchange Notes”).  The terms of the Exchange Notes are identical to those of the currently outstanding notes except that the Exchange Notes are registered under the Securities Act of 1933 and will not be subject to restrictions on transfer.
Ship Finance International is undertaking the Exchange Offer to satisfy certain obligations under a registration rights agreement entered into by it and the initial purchasers of the outstanding notes.  Outstanding notes that are not tendered in the Exchange Offer will remain outstanding and will retain their rights under the indenture, but they will not retain any rights under the registration rights agreement.  Ship Finance International will not receive any additional proceeds from the Exchange Offer.
The Exchange Offer and the right to withdraw any outstanding notes that have been tendered in the Exchange Offer are scheduled to expire on July 26, 2004, unless extended by Ship Finance International.
About Ship Finance International
Ship Finance International owns a fleet of 47 oil tankers consisting of 23 very large crude carriers (“VLCCs”), including one VLCC subject to a purchase option on the part of Ship Finance International, and 24 Suezmax tankers,  Ship Finance International’s vessels are on time charter to and managed by subsidiaries of Frontline.
Additional Information
Ship Finance International has filed a registration statement, including a prospectus and other related documents, on Form F-4 with the United States Securities and Exchange Commission (the “SEC”) in connection with the Exchange Offer.  Ship Finance International urges holders of the outstanding notes to read the prospectus and other documents carefully before tendering any outstanding notes.  These documents also contain necessary information regarding the procedures that must be used to tender outstanding notes.  Holders of the outstanding notes may obtain any documents filed with the SEC relating to the Exchange Offer free of charge from the SEC’s website at  These documents may also be obtained from the exchange agent for the Exchange Offer, Wilmington Trust Company, at:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention:  Mary St. Amand
Assistant Vice President
Tel:  (302) 636-6436
Fax:  (302) 636-4145
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such jurisdiction.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains “forward looking statements” regarding the expected completion of the Ship Finance International exchange offer.  These statements are subject to a number of risks and uncertainties that could cause these statements to be incorrect or actual results to differ materially.  These risks and uncertainties include changing market conditions in the tanker industry, market conditions for debt securities generally, securities issued by companies in the tanker industry and Ship Finance International debt securities specifically.