UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

CURRENT REPORT ~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~August 5,~~Act ~~2008~~of 1934

~~ARLINGTON~~Date ~~TANKERS~~of ~~LTD.~~ Report (Date of earliest event reported): September 25, 2008

~~(Exact~~ARLINGTON ~~Name~~TANKERS ~~of Registrant as Specified in Charter)~~LTD.

~~Bermuda~~ (~~State~~Exact orName ~~Other Jurisdiction~~ of ~~Incorporation)~~Registrant ~~001-32343~~as ~~(Commission~~Specified ~~File~~in ~~Number~~Charter) ~~98-0460376 (IRS Employer Identification No.)~~

First Floor, The Hayward Building 22 Bermudiana Road Hamilton HM 11, Bermuda


Bermuda	001-32343	98-0460376

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~(Address~~First ofFloor, ~~Principal~~The ~~Executive~~Hayward ~~Offices)~~Building 22 ~~(Zip~~Bermudiana ~~Code)~~Road Hamilton HM 11, Bermuda

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area~~Offices) ~~code:~~ (~~441)~~Zip ~~292-4456~~ Code)

~~Not~~Registrant’s ~~applicable.~~ telephone number, including area code: (441) 292-4456

~~(Former~~Not ~~Name or Former Address, if Changed Since Last Report)~~ applicable.

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form~~Since ~~8-K~~Last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

ý Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~230~~A.~~425~~2. below):

o þ ~~Soliciting~~Written ~~material~~communications pursuant to Rule 425 ~~14a-12~~ under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~ 14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o Pre-commencement communications pursuant to Rule ~~13e~~ 14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Item~~ o ~~1.01.~~Pre-commencement ~~Entry~~communications ~~Into~~pursuant ato ~~Material~~Rule 13e-4(c) ~~Agreement~~under the Exchange Act (17 CFR 240.13e-4(c))

~~Agreement~~TABLE ~~and~~OF ~~Plan of Merger and Amalgamation~~CONTENTS

OnItem ~~August 5, 2008, Arlington Tankers Ltd~~1. ~~(the “Company”) entered into a definitive Agreement and Plan of Merger and Amalgamation (the “Merger Agreement”) with General Maritime Corporation (“General Maritime”)~~01. ~~The~~Entry Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Galileo Merger Corporation, a wholly-owned subsidiary of Galileo Holding Corporation (“New Parent”), a newly-formed subsidiary of the Company and General Maritime, will merge with and into ~~General Maritime, with General Maritime continuing as the surviving corporation of such merger (the “Merger”), and the Company will amalgamate with Archer Amalgamation Limited,~~ a ~~wholly~~Material ~~owned~~Definitive subsidiary of New Parent, with the resulting amalgamated company continuing as the surviving entity (the “Amalgamation”). As a result of the Merger and the Amalgamation: (i) the Company and General Maritime will each become a wholly-owned subsidiary of New Parent, which will be renamed “General Maritime Corporation”; and (ii) the Company’s stockholders will receive 1 share in New Parent for each Company share held, and General Maritime’s stockholders will receive 1.34 shares in New Parent for each General Maritime share held. Upon consummation of the transactions contemplated by the Merger Agreement, including the Merger and the Amalgamation, shareholders of the Company will hold approximately 27% of the outstanding common stock of New Parent and shareholders of General Maritime will hold approximately 73% of the outstanding common stock of New Parent. The Merger Agreement is subject to approval by the respective stockholders of the Company and General Maritime, required regulatory approvals, and certain other conditions. Although the transaction is expected to be completed by the end of the fourth quarter of 2008, there can be no assurance that the transaction will be completed during such timeframe, or at all.SIGNATURE

TheTable foregoing description of the Merger Agreement, the Merger and the Amalgamation does not purport to be complete, and is qualified in its entirety by reference to the Merger Agreement, filed as Exhibit 2.1 hereto, which is incorporated herein by reference.Contents

~~On August~~Item ~~6, 2008, the Company and General Maritime issued a joint press release announcing the transaction~~1. ~~A copy of this press release is attached as Exhibit 99~~01.1 ~~hereto~~Entry ~~and~~into isa ~~incorporated herein~~Material byDefinitive ~~reference except for the third, fourth, and eighth paragraphs thereof, which contain quoted remarks~~Agreement.

~~Item~~Pursuant 3to the Loan Agreement, dated December 12, 2005 (the “Loan Agreement”), by and between Arlington Tankers Ltd.03 ~~Material~~(the ~~Modification~~“Company”) and The Royal Bank of Scotland plc (“RBS”), on September 25, 2008, the Company, RBS and certain subsidiaries of the Company entered into an agreement (the “Agreement”) under which RBS consented to ~~Rights~~the proposed transaction contemplated by the Agreement and Plan of Merger ~~Security~~and ~~Holders~~Amalgamation (the “Merger Agreement”), dated as of August 5, 2008, by and among the Company, Galileo Holding Corporation (“Galileo Holding”), Archer Amalgamation Limited, Galileo Merger Corporation, and General Maritime Corporation (“General Maritime”). In accordance with the terms of the Merger Agreement, General Maritime has consented to the modification of the Loan Agreement on the terms set forth in the Agreement.

OnThe ~~August 5,~~Agreement ~~2008,~~provides ~~prior~~RBS’ consent to the ~~execution~~transactions ofcontemplated by the Merger Agreement, ~~the~~subject ~~board~~to ofthe ~~directors~~terms ~~of Arlington~~and ~~approved~~conditions anset ~~amendment~~forth (in the ~~“Rights~~Agreement. ~~Amendment”)~~In particular, pursuant to the ~~Rights~~terms ~~Agreement~~of (the ~~“Rights~~ Agreement”), ~~dated~~among other things, the Margin (as ofdefined ~~June 26,~~in ~~2008,~~the ~~between~~Loan ~~Arlington~~Agreement) ~~and~~is ~~American~~increased ~~Stock~~to ~~Transfer~~1.25% &per ~~Trust~~year and the Company, ~~LLC,~~is asrequired ~~rights~~to ~~agent.~~pay ~~The~~a ~~Rights~~one ~~Amendment,~~percent ~~among~~prepayment ~~other~~fee ~~things,~~if ~~renders~~the loan under the ~~Rights~~Loan Agreement ~~inapplicable~~is toprepaid ~~the~~within ~~Amalgamation~~two ~~and~~years ~~the~~of ~~Merger.~~Arlington’s ~~The~~acceptance ~~Rights~~of ~~Amendment~~the ~~provides,~~Agreement. ~~among~~The ~~other~~foregoing ~~things,~~provisions ~~that none~~ of the ~~approval,~~Agreement ~~adoption,~~will ~~execution~~become oreffective ~~delivery~~only ofupon the ~~Merger~~closing ~~Agreement,~~ of the transactions ~~performance~~contemplated by ~~any party to~~ the Merger Agreement. ofExcept ~~its~~as ~~obligations~~specifically ~~thereunder,~~set orforth in the ~~consummation~~Agreement, of the ~~transactions~~provisions ~~contemplated~~in by the ~~Merger~~Loan Agreement, ~~will~~remain ~~result~~unchanged inand the ~~rights becoming~~Loan ~~exercisable~~Agreement orremains in full ~~New~~force ~~Parent,~~and ~~Amalgamation Sub,~~effect.

~~Merger~~“Safe ~~Sub~~Harbor” orStatement ~~any~~Under ofthe ~~their~~Private ~~affiliates~~Securities ~~and~~Litigation ~~associates~~Reform ~~being~~Act ~~deemed~~of ~~an “Acquiring Person” under the~~1995 ~~Rights Agreement.~~

~~The~~This ~~foregoing~~Current ~~description~~Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the ~~Rights~~Private ~~Amendment~~Securities ~~does~~Litigation ~~not~~Reform ~~purport~~Act toof be1995. ~~complete~~These forward-looking statements are based on management’s current expectations and isobservations. ~~qualified~~Included among the important factors that, in ~~its~~the ~~entirety~~Company’s and General Maritime’s view, could cause actual results to differ materially from the forward looking statements contained in this document are the following: the ability to obtain the approval of the transaction by ~~reference~~the Company’s and General Maritime’s shareholders; the ability to satisfy conditions to the ~~Rights~~transaction ~~Amendment~~on the proposed terms and timeframe; the ability to realize the expected benefits to the degree, ~~which~~in isthe ~~attached~~amounts asor ~~Exhibit 4.1~~in ~~hereto~~the ~~and~~timeframe anticipated; the ability to isintegrate ~~incorporated~~the ~~herein~~Company’s bybusinesses ~~reference.~~with those of General Maritime in a timely and

~~“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995~~1

ThisTable Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and observations. Included among the important factors that, in the view of the Company and General Maritime, could cause actual results to differ materially from the forward looking statements contained in this press release are the following: the ability to obtain the approval of the transaction by General Maritime’s and the Company’s shareholders; the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the proposed terms and timeframe; the ability to realize the expected benefits to the degree, in the amounts or in the timeframe anticipated; the ability to integrate General Maritime’s businesses with those of the Company in a timely and cost-efficient manner; changes in demand; a material decline in rates in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in the typical seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs, including, without limitation: crew wages, insurance, provisions, repairs and maintenance; changes in general domestic and international political conditions; changes in the condition of the Company’s or General Maritime’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, the combined company’s anticipated drydocking or maintenance and repair costs); changes in the itineraries of the Company’s or General Maritime’s vessels; and other factors listed from time to time in the Company’s or General Maritime’s filings with the Securities and Exchange Commission, including, without limitation, their respective Annual Reports on Form 10-K for the year ended December 31, 2007 and their respective subsequent reports on Form 10-Q and Form 8-K. The ability of the Company, General Maritime, or the combined company to pay dividends in any period will depend upon factors including applicable provisions of law and the final determination by the board of directors each quarter after its review of the combined company’s financial performance. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary from the amounts currently estimated. The Company and General Maritime disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this Report.Contents

~~Important~~cost-efficient ~~Additional~~manner; ~~Information~~changes ~~About~~in ~~This~~demand; ~~Transaction~~a ~~Will~~material Bedecline ~~Filed~~in ~~With~~rates ~~The~~in the tanker market; changes in production of or demand for oil and petroleum products, generally or in particular regions; greater than anticipated levels of tanker newbuilding orders or lower than anticipated rates of tanker scrapping; changes in rules and regulations applicable to the tanker industry, including, without limitation, legislation adopted by international organizations such as the International Maritime Organization and the European Union or by individual countries; actions taken by regulatory authorities; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in the typical seasonal variations in tanker charter rates; changes in the cost of other modes of oil transportation; changes in oil transportation technology; increases in costs, including, without limitation: crew wages, insurance, provisions, repairs and maintenance; changes in general domestic and international political conditions; changes in the condition of the Company’s or General Maritime’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, the combined company’s anticipated drydocking or maintenance and repair costs); changes in the itineraries of the Company’s or General Maritime’s vessels; the fulfillment of the closing conditions under, or the execution of customary additional documentation for, General Maritime’s agreements to acquire vessels; and other factors listed from time to time in General Maritime’s or the Company’s filings with the Securities and Exchange Commission (the “SEC”), including, without limitation, their respective Annual Reports on Form 10-K for the year ended December 31, 2007 and their respective subsequent reports on Form 10-Q and Form 8-K. The Company and General Maritime disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

InImportant ~~connection~~Additional ~~with~~Information ~~the~~About ~~proposed~~This ~~transaction,~~Transaction ~~the~~Will ~~Company~~Be ~~and~~Filed ~~General~~With ~~Maritime~~The ~~will file with the~~ SEC ~~a Registration Statement on Form S-4 and the Company and General Maritime will file with the~~ SEC and mail to their respective shareholders a Joint Proxy Statement/Prospectus in connection with the proposed transaction. Investors and security holders are urged to read the Joint Proxy Statement/Prospectus regarding the proposed transaction carefully when it becomes available because it will contain important information about the Company, General Maritime, the proposed transaction and related matters. You may obtain a free copy of the Joint Proxy Statement/Prospectus (when available) and other related documents filed by the Company and General Maritime with the SEC at the SEC’s website at www.sec.gov. The Joint Proxy Statement/Prospectus (when it is filed) and the other documents may also be obtained for free by accessing the Company’s website at www.generalmaritimecorp.com or by accessing Arlington’s website at www.arlingtontankers.com.

~~The~~In ~~Company~~connection ~~and~~with ~~General~~the ~~Maritime,~~proposed ~~and their respective directors and executive officers~~transaction, ~~may be~~ ~~deemed~~Galileo toHolding behas ~~participants~~filed ina Registration ~~the~~Statement ~~solicitation~~on ofForm ~~proxies~~S-4 with ~~respect~~the toSEC ~~the~~on ~~transactions~~August 28, ~~contemplated~~2008, bywhich ~~the~~includes ~~merger~~a ~~agreement.~~preliminary ~~Information~~Joint ~~regarding~~Proxy ~~General~~Statement/Prospectus. The ~~Maritime’s~~Company ~~directors~~ and ~~executive~~ ~~officers is contained in~~ General Maritime’s ~~Annual~~will ~~Report~~mail onto ~~Form~~their ~~10-K~~respective ~~for~~shareholders the ~~fiscal year~~definitive ~~ended~~Joint ~~December 31,~~Proxy Statement/Prospectus ~~2007~~in ~~and~~connection ~~its proxy statement dated April 11, 2008, which are filed~~ with the ~~SEC.~~ ~~Information~~proposed ~~regarding~~transaction. ~~the~~Investors ~~Company’s directors~~ and ~~executive~~security ~~officer~~holders are isurged ~~contained~~to inread the ~~Company’s~~ ~~Annual~~Joint ~~Report~~Proxy onStatement/Prospectus ~~Form~~regarding ~~10-K for~~ the ~~fiscal~~proposed ~~year~~transaction ~~ended December 31, 2007 and its proxy~~carefully ~~statement~~because ~~dated~~it ~~April 23,~~contains ~~2008,~~important ~~which~~information ~~are~~about ~~filed with~~ the ~~SEC. In addition~~Company, ~~Mr. Peter~~General ~~C. Georgiopoulos~~Maritime, ~~currently~~ the ~~Chairman~~proposed transaction and ~~Chief~~related ~~Executive~~matters. ~~Officer~~You ofmay ~~General~~obtain ~~Maritime,~~a ~~will~~free ~~receive benefits~~copy ~~from~~of ~~General Maritime in connection with~~ the ~~executive~~Joint ~~transition~~Proxy ~~discussed~~Statement/Prospectus and inother ~~the~~related ~~Form 8-K~~documents filed by ~~General Maritime on~~ the ~~date~~Company, ~~hereof and~~ General Maritime ~~intends to discuss with~~ ~~Edward Terino, currently the Chief Executive Officer, President,~~ and ~~Chief~~Galileo ~~Financial~~Holding ~~Officer~~with of the ~~Company,~~ aSEC ~~consulting~~at ~~arrangement for assistance in~~ the ~~post-closing~~SEC’s website ~~transition~~at ~~period~~www. ~~Furthermore,~~sec.gov. ~~the~~The ~~Board~~Joint ofProxy ~~Directors~~Statement/Prospectus ofand the ~~Company~~other isdocuments ~~contemplating~~may analso ~~award of a bonus to Mr.~~be ~~Terino~~obtained infor ~~the~~free ~~amount~~by ofaccessing ~~$750,000 pursuant to~~ the Company’s ~~2008~~website ~~Bonus~~at ~~Plan~~www.arlingtontankers.com Aor ~~more~~by ~~complete~~accessing ~~description~~General ofMaritime’s ~~such~~website ~~arrangements~~at ~~will be available in the Registration Statement and the Joint Proxy Statement/Prospectus~~www.generalmaritimecorp.com.

~~Item~~The 9Company and General Maritime, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement.01 Information regarding the Company’s directors and executive officer is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and its proxy statement dated April 23, 2008, which are filed with the SEC. Information regarding General Maritime’s directors and executive officers is contained in General Maritime’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and its proxy statement dated April 11, 2008, which are filed with the SEC. In addition, Peter C. Georgiopoulos, currently the Chairman, President and Chief Executive Officer of General Maritime, will receive benefits from General Maritime in connection with the executive transition discussed in the Joint Proxy Statement/Prospectus, and General Maritime is discussing with Edward Terino, currently the Chief Executive Officer, President, and Chief Financial ~~Statements~~Officer of the Company, a consulting arrangement for assistance in the post-closing transition period. Furthermore, the Board of Directors of the Company is contemplating an award of a bonus to Mr. Terino in the amount of $750,000 pursuant to the Company’s 2008 Bonus Plan. A more complete description of any such arrangements is available in the Registration Statement and ~~Exhibits~~the Joint Proxy Statement/Prospectus.

~~(d) Exhibits~~2

SeeTable Exhibit Indexof attached hereto. Contents

SIGNATURE

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 hereunto duly authorized.

	ARLINGTON TANKERS LTD.
Date: August 6, 2008	By:	/s/ Edward Terino
Date: September 30, 2008	By:	/s/ Edward Terino
		Edward Terino
		Chief Executive Officer, President and Chief Financial Officer

~~EXHIBIT INDEX~~3

Exhibit No.		Description
2.1		Agreement and Plan of Merger and Amalgamation, by and among Arlington Tankers Ltd., Galileo Holding Corporation, Archer Amalgamation Limited, Galileo Merger Corporation and General Maritime Corporation, dated as of August 5, 2008.(1)
4.1		Amendment to Rights Agreement, dated as of August 5, 2008, by and between Arlington Tankers Ltd. and American Stock Transfer & Trust Company, LLC
99.1		Joint Press Release of Arlington Tankers Ltd. and General Maritime Corporation, issued on August 6, 2008.

(1) Certain exhibits and schedules to the Merger Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any of such exhibits or schedules to the SEC upon request.

Filing Compare · Arlington Tankers Ltd.