UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Ship Finance International Limited
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(Name of Issuer)
Common Shares, par value $1.00 per share
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(Title of Class of Securities)
G81075106
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(CUSIP Number)
December 31, 2008
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(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)
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* 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. G81075106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frontline 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
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
73,383
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
73,383
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,383
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
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G81075106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hemen 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
4,128,177
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
4,128,177
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,128,177
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
5.67%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G81075106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farahead Investment Inc.
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
Liberia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
26,000,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
26,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,000,000
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
35.74%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G81075106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Farahead Holdings 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
26,000,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
26,000,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,000,000
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
35.74%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G81075106
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Greenwich Holdings 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
30,128,177
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
30,128,177
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,128,177
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
41.41%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. G81075106
---------
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
30,201,560
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
30,201,560
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,201,560
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
41.52%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. G81075106
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Item 1(a). Name of Issuer:
Ship Finance International Limited
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(b). Address of Issuer's Principal Executive Offices:
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08, Bermuda
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Item 2(a). Name of Persons Filing:
Frontline Ltd.
Hemen Holding Ltd.
Farahead Investment Inc.
Farahead Holdings Ltd.
Greenwich Holdings Ltd.
John Fredriksen
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(b). Address of Principal Business Office, or if None, Residence:
Frontline Ltd.
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton HM 08, Bermuda
Hemen Holding Ltd.
c/o Seatankers Management Co. Ltd.
P.O. Box 53562 CY-3399 Limassol, Cyprus
Farahead Investment Inc.
c/o Seatankers Management Co. Ltd.
P.O. Box 53562 CY-3399 Limassol, Cyprus
Farahead Holdings Ltd.
c/o Seatankers Management Co. Ltd.
P.O. Box 53562 CY-3399 Limassol, Cyprus
Greenwich Holdings Ltd.
c/o Seatankers Management Co. Ltd.
P.O. Box 53562 CY-3399 Limassol, Cyprus
John Fredriksen
c/o Seatankers Management Co. Ltd.
P.O. Box 53562 CY-3399 Limassol, Cyprus
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(c). Citizenship:
Frontline Ltd. - Bermuda
Hemen Holding Ltd. - Cyprus
Farahead Investment Inc. - Liberia
Farahead Holdings Ltd. - Cyprus
Greenwich Holdings Ltd. - Cyprus
John Fredriksen - Cyprus
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(d). Title of Class of Securities:
Common Shares, par value $1.00 per share
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(e). CUSIP Number:
G81075106
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 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:
Frontline Ltd. - 73,383
Hemen Holding Ltd. - 4,128,177
Farahead Investment Inc. - 26,000,000
Farahead Holdings Ltd. - 26,000,000
Greenwich Holdings Ltd. - 30,128,177
John Fredriksen - 30,201,560
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(b) Percent of class:
Frontline Ltd. - 0%
Hemen Holding Ltd. - 5.67%
Farahead Investment Inc. - 35.74%
Farahead Holdings Ltd. - 35.74%
Greenwich Holdings Ltd. - 41.41%
John Fredriksen - 41.52%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Not Applicable
(ii) Shared power to vote or to direct the vote
Frontline Ltd. - 73,383
Hemen Holding Ltd. - 4,128,177
Farahead Investment Inc. - 26,000,000
Farahead Holdings Ltd. - 26,000,000
Greenwich Holdings Ltd. - 30,128,177
John Fredriksen - 30,201,560
(iii) Sole power to dispose or to direct the disposition of
Not Applicable
(iv) Shared power to dispose or to direct the disposition of
Frontline Ltd. - 73,383
Hemen Holding Ltd. - 4,128,177
Farahead Investment Inc. - 26,000,000
Farahead Holdings Ltd. - 26,000,000
Greenwich Holdings Ltd. - 30,128,177
John Fredriksen - 30,201,560
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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
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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
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security 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
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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
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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
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Item 10. Certification.
Not Applicable
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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.
FRONTLINE LTD.
By: /s/ Jens Martin Jensen
----------------------
Name: Jens Martin Jensen
Title: Acting Principal Executive
Officer
Date: February 17, 2009
HEMEN HOLDING LTD.
By: /s/ Dimitris Hannas
----------------------
Name: Dimitris Hannas
Title: Director
Date: February 17, 2009
FARAHEAD INVESTMENT INC.
By: /s/ Marios Saveriades
----------------------
Name: Marios Saveriades
Title: President
Date: February 17, 2009
FARAHEAD HOLDINGS LTD.
By: /s/ Dimitris Hannas
----------------------
Name: Dimitris Hannas
Title: Director
Date: February 17, 2009
GREENWICH HOLDINGS LTD.
By: /s/ Dimitris Hannas
----------------------
Name: Dimitris Hannas
Title: Director
Date: February 17, 2009
JOHN FREDRIKSEN
By: /s/ John Fredriksen
----------------------
Name: John Fredriksen
Date: February 17, 2009
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G and amendments hereto filed on
behalf of the supporting persons named herein, dated February 17, 2009 relating
to the Common Stock, of Ship Finance International Limited shall be filed on
behalf of the undersigned.
FRONTLINE LTD.
By: /s/ Jens Martin Jensen
----------------------
Name: Jens Martin Jensen
Title: Acting Principal Executive
Officer
Date: February 17, 2009
HEMEN HOLDING LTD.
By: /s/ Dimitris Hannas
----------------------
Name: Dimitris Hannas
Title: Director
Date: February 17, 2009
FARAHEAD INVESTMENT INC.
By: /s/ Marios Saveriades
----------------------
Name: Marios Saveriades
Title: President
Date: February 17, 2009
FARAHEAD HOLDING LTD.
By: /s/ Dimitris Hannas
----------------------
Name: Dimitris Hannas
Title: Director
Date: February 17, 2009
GREENWICH HOLDINGS LTD.
By: /s/ Dimitris Hannas
----------------------
Name: Dimitris Hannas
Title: Director
Date: February 17, 2009
JOHN FREDRIKSEN
By: /s/ John Fredriksen
----------------------
Name: John Fredriksen
Date: February 17, 2009
SK 23153 0001 960174 v3