UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

General

Fleet Review

Results of Operations for the nine months ended September 30, 1999 compared to the nine months ended September 30, 1998.

Net operating revenues (charter income less brokers' commissions) for the nine months ended September 30, 1999 were $61.0 million compared with $33.9 million for the nine months ended September 30, 1998. This increase resulted from the expansion of the fleet. Between October 1, 1998 and September 30, 1999 the wholly owned fleet increased from ten to fourteen vessels. Available operating days of 3,479 days were 74% higher in the first three quarters of 1999 than in the first three qua tal off hire for the first nine months of 1999 amounted to 16 days.. Total operating revenues for the nine months ended September 30, 1999 increased by 37% to $52.0 million compared with $38.0 million for the nine months ended September 30, 1998, primarily due to the expansion of the fleet.

The Company's share of earnings of Joint Ventures for the nine months ended September 30, 1999 was a loss of $8.9 million compared with a profit of $2.6 million for the same period in 1998.

Net operating revenues of the Joint Ventures grew by 63% to $18.9 million in the nine months ended September 30, 1999 compared to $11.6 million in the nine months ended September 30, 1998. This increase in revenues resulted from the expansion of the Joint Venture owned fleet between October 1, 1998 and September 30, 1999 from three to five vessels. The Group's currently operating Joint Ventures are the owning companies of the Golden Fountain, New Circassia and Pacific LagoonGolden Daisy and Golden Rose, both Handymaxes.

Vessel operating costs, which include crew wages and expenses, insurance, lubricating oils, stores and spares, repairs and maintenance, increased by 27% to $9.8 million for the nine months ended September 30, 1999 compared with $7.7 million for the nine months ended September 30, 1998. Vessel operating costs amount to 16% of net operating revenues for the period. This compares with 23% for the same period in 1998. The reduction in vessel operating costs as a proportion of net opera s only one VLCC on bareboat charter. The Group does not bear operating costs for vessels under bareboat charter apart from some sundry insurance costs.

Due to the expansion the fleet, depreciation expense increased by 75% to $19.9 million for the nine months ended September 30, 1999 compared with $11.4 million for the nine months ended September 30, 1998.

Administrative expenses were $6.6 million for the nine months ended September 30, 1999, and were $6.5 million for the nine months ended September 30, 1998. Administrative expenses principally cover expenses of the subsidiary agents of the Group in London and Tokyo and affiliated agents of the Group in Hong Kong, Shanghai, and Vancouver, together with audit, administrative and legal fees for the Group. Where affiliated agents have been used, these costs have been charged to the Group on an actual cost basis. Administrative expenses for the three quarters include an exceptional charge of $1.0 million payable on the appointment of Chase Securities Inc. as financial advisors to the Group.

Primarily as a result of these developments, total operating expenses increased by 39% to $37.6 million for the nine months ended September 30, 1999 compared with $27.0 million for the nine months ended September 30, 1998.

As a result of the foregoing factors, net operating income increased by 31% to $14.4 million for the nine months ended September 30, 1999, compared with $11.0 million for the nine months ended September 30, 1998. EBITDA for the nine months ended September 30, 1999 was $44.6 million, compared with $23.7 million for the nine months ended September 30, 1998, an increase of 88%.

Foreign exchange losses for the nine months ended September 30, 1999 were $19.2 million compared with gains of $8.1 million for the nine months ended September 30, 1998. The foreign exchange gains were due principally to the appreciation of the Yen against the Dollar since the year-end. At September 30, 1999, the exchange rate had fallen to Yen 106.5 per $1 from Yen 112.8 per $1 at December 31, 1998, an appreciation of 6% over the period.

Interest income, mainly from escrow funds held as security for the Senior Notes and from the uninvested portion thereof, amounted to $1.2 million in the nine months ended September 30, 1999.

Interest expense increased by 35% to $49.6 million as compared with $36.7 million for the nine months ended September 30, 1998, primarily due to the expansion of the fleet. The interest expense for the nine months ended September 30, 1999 represents an average interest cost of 4.9% on interest bearing secured loans and capital leases and an overall interest expense cost of 9.5% on all debt including the Senior Notes. Interest expense for the nine months ended September 30, 1998 represented an average interest cost of 5.25% on interest bearing secured loans and capital leases and an overall interest expense cost of 10.5% on all debt including the Senior Notes.

As a result of the foregoing, the net loss for the period was $53.9 million for the nine months ended September 30, 1999, compared to $15.4 million for the nine months ended September 30, 1998.

As all delivered vessels in the wholly owned fleet are on time or bareboat charter, some of the constituent factors of net operating income are relatively predictable. With the heavy cost of servicing the Senior Notes a loss for the full year is expected. However the results in the last quarter of the year to December 31, 1999 will vary from those in the first nine months due to among other factors the following:

1. The Yen has appreciated against the Dollar from Yen 112.8 per $1 at December 31, 1998 to Yen 106.5 per $1 at September 30, 1999. Future changes in the exchange rate of Yen to Dollars will affect the Company's result of operations.
2. The Joint Venture owned Golden Fountain is currently employed in the voyage charter market. Fluctuations in the market rate for voyage charters of VLCCs will affect the results of operations of this vessel. Management continues to monitor market conditions for favourable time charter opportunities.
3. The last quarter will have the full benefit of the earnings of the Golden Victory (delivered January 7, 1999), Cos Hero (delivered January 12, 1999), Golden Disa (delivered March 19, 1999), Golden Nerina (delivered August 5, 1999), Opalia (delivered November 5, 1999) and a share of earnings of the Joint Venture owned New Circassia (delivered March 24, 1999) and Pacific Lagoon (delivered June 29, 1999). The last quarter are expected to b

   Liquidity and Capital Resources

   Total shareholders equity at September 30, 1999 was $0.9 million compared to $54.8 million at December 31, 1998. The decrease was due to the net loss for the nine months of $53.9 million.

   Long term debt as of September 30, 1999 consists of $250.7 million of 10% Senior Notes on an accreted value basis and $584.6 million of long term secured debt and obligations under capital leases.

   At September 30, 1999 the Company had cash and cash equivalents of $7.6 million compared with $8.5 million at December 31, 1998. This included restricted or escrow cash of $6.5 million at September 30, 1999 and $4.9 million at December 31, 1998.

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

   GOLDEN OCEAN GROUP LIMITED (INCORPORATED IN LIBERIA)
   CONSOLIDATED BALANCE SHEETS
   (EXPRESSED IN US$'000)
   						September 30		December 31
   						1999		1998
   ASSETS
   CURRENT ASSETS
   Cash and cash equivalents						7,568		8,487
   Inventories						1,048		549
   Trade accounts receivable						37		27
   Prepaid expenses and other accounts receivable						2,459		1,358
   Short term investments						-		28,747
   Total current assets						11,112		39,168
   Vessels owned, net						507,149		420,889
   Vessels under capital lease, net						158,467		107,898
   Vessels under construction						112,683		132,276
   Options to purchase vessels						48,657		48,654
   Investment in joint ventures						(7,563)		1,382
   Loans to joint ventures						26,640		23,012
   Goodwill, net						17,855		18,439
   Deferred note issue costs, net						6,409		8,917
   Total assets						$881,409		$800,635
   LIABILITIES AND SHAREHOLDERS' EQUITY
   CURRENT LIABILITIES
   Current maturities of long term debt						27,654		23,050
   Obligations under capital leases						10,181		6,524
   Trade accounts payable and accrued expenses						6,840		3,765
   Note interest payable						2,428		9,713
   Time charter income received in advance						2,542		1,949
   Amounts due to related parties						212		237
   Drydocking and special survey provisions						475		1,045
   Total current liabilities						50,332		46,283
   Other loans						14,021		13,262
   Long term debt						391,706		324,527
   Obligations under capital leases						155,065		104,893
   Notes payable						250,715		236,372
   Amounts due to shareholder						17,685		19,820
   Drydocking and special survey provisions						693		611
   Total liabilities						880,217		745,768
   Minority interest						298		41
   SHAREHOLDERS' EQUITY
   Share capital						-		-
   Additional paid in capital						63,661		63,661
   Retained deficit						(62,767)		(8,835)
   Total shareholder's equity						894		54,826
   Total liabilities and shareholders' equity						$881,409		$800,635
   GOLDEN OCEAN GROUP LIMITED (INCORPORATED IN LIBERIA)
   CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED E ARNINGS
   (EXPRESSED IN US$'000)
   						9 months		9 months
   						ended		ended
   						30/09/99		30/09/98
   OPERATING REVENUES
   Charter income						61,488		34,261
   Brokers' commission						(529)		(337)
   Share of earnings/(losses) of joint ventures						(8,945)		2,589
   Interest on direct financing sub-lease						-		1,446
   Total operating revenue						52,014		37,959
   OPERATING EXPENSES
   Vessel operating costs						9,767		7,670
   Administrative expenses						6,556		6,516
   Depreciation and amortisation expense						19,933		11,423
   Amortisation of goodwill						584		584
   Drydocking and special survey costs						738		803
   Total operating expenses						37,578		26,996
   Net operating income						14,436		10,963
   OTHER INCOME (EXPENSES)
   Foreign exchange gain						(19,234)		8,109
   Interest income						1,249		3,192
   Interest expense						(49,562)		(36,702)
   Other income (expenses)						(564)		88
   Loss on disposal of vessels						-		(1,090)
   Net other income (expense)						(68,111)		(26,403)
   Net income/(loss) before minority interest						(53,675)		(15,440)
   Minority interest						(257)		-
   Net income/(loss)						(53,932)		(15,440)
   Retained earnings/(deficit) at beginning of the period						(8,835)		61,578
   Retained earnings/(deficit) at end of the period						(62,767)		$46,138
   ADDITIONAL FINANCIAL INFORMATION
   EBITDA						44,583		23,659
   Ratio of earnings to fixed charges						-		0.47
   EBITDA to interest expense, net						0.90		0.64
   GOLDEN OCEAN GROUP LIMITED (INCORPORATED IN LIBERIA)
   CONSOLIDATED STATEMENTS OF CASH FLOWS
   (EXPRESSED IN US$'000)
   						9 months		9 months
   						ended		ended
   						30/09/99		30/09/98
   CASH FLOWS FROM OPERATING ACTIVITIES
   Net income/(loss)						(53,932)		(15,440)
   Adjustments to reconcile net income to net cash provided by
   operating activities:
   	Foreign exchange gain					19,234		(8,109)
   	Depreciation and amortisation expense					19,933		11,423
   	Share of earnings of joint ventures					8,945		(2,589)
   	Loss on disposal of vessels					-		1,090
   	Amortisation of note discount					14,344		12,341
   	Amortisation of goodwill					584		584
   	Amortisation of deferred note issue costs					2,508		2,374
   	Interest receivable on loans to joint ventures					(162)		-
   	Minority interest					257		-
   	Net change in:
   		Inventories				(499)		(39)
   		Trade accounts receivable				(10)		(6)
   		Prepaid expenses and other accounts receivable				(1,493)		(1,825)
   		Trade accounts payable and accrued expenses				3,833		14
   		Note interest payable				(7,285)		(4,238)
   		Accrued profit share				-		(6,243)
   		Time charter income received in advance				593		(37)
   		Drydocking and special survey provisions				(488)		803
   Net cash provided by operating activities						6,362		(9,897)
   CASH FLOWS FROM INVESTING ACTIVITIES
   Loans to joint ventures						(3,465)		(994)
   Payments received on direct financing sub-lease						-		1,114
   Additions to vessels under construction						(137,174)		(215,356)
   Payments to acquire options on vessels						-		(48,650)
   Proceeds from sale of vessels						-		62,415
   Payments to acquire pledged investments						-		(13,645)
   Proceeds from redemption of investments						29,138		24,569
   Net cash used in investing activities						(111,501)		(190,547)
   CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from long term debt						131,011		197,101
   Repayment of long term debt						(20,794)		(34,429)
   Payment of capital lease obligations						(3,839)		(28,824)
   Amounts due to related party						(25)		(1,902)
   Advances by shareholder						-		8,274
   Repayments to shareholder						(2,133)		-
   Proceeds of note issue						-		69,140
   Payments for deferred note issue costs						-		(2,814)
   Net cash provided by financing activities						104,220		206,546
   Net increase in cash and cash equivalents						(919)		6,102
   Cash and cash equivalents at beginning of period						8,487		6,419
   Cash and cash equivalents at end of period						$7,568		$12,521

   SIGNATURES

   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 authorized.

   Golden Ocean Group Limited

   (registrant)

   Date: December 16, 1999 By: /s/ Fred W.Y. Cheng
   Fred W.Y. Cheng

   Chairman

    

    

    

    

    

   02052.006 #139614