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

                               FORM 20-F

(Mark One)
[ ]        REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

                                  OR

 [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended           December 31, 2001
                           ------------------------------------------------
                                  OR

[  ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934

Commission file number                      033-79220-02
                        ---------------------------------------------------

                 CALPETRO TANKERS (BAHAMAS II) LIMITED
---------------------------------------------------------------------------
        (Exact name of Registrant as specified in its charter)


                                Bahamas
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    (State or other jurisdiction of incorporation or organization)


    Room 6/9, One International Place, Boston, Massachusetts, 02101
               (Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of
the Act.

       Title of each class                 Name of each exchange on
                                               which registered

           None                                 Not applicable
-----------------------------           ---------------------------------

Securities registered or to be registered pursuant to section 12(g) of
the Act.

                                 None
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Securities  for which  there is a  reporting  obligation  pursuant  to
section 15(d) of the Act.

                                 None
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Indicate the number of shares  outstanding of each of the registrant's
classes  of  capital  or common  stock,  as of the close of the period
covered by the annual report.

          Common stock: 100 shares, par value of $1 per share
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Indicate  by check  mark  whether  the  registrant  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act of 1934  during  the  preceding  12 months  (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90
days.

                            Yes [X] No [ ]


Indicate by check mark which  financial  statement item the registrant
has elected to follow:


                        Item 17 [ ] Item 18 [X]

<PAGE>

                 CALPETRO TANKERS (BAHAMAS II) LIMITED
                     INDEX TO REPORT ON FORM 20-F

                                                                  Page
PART I
  Item 1.  Identity of Directors, Senior Management
           and Advisors........................................   N/A
  Item 2.  Offer Statistics and Expected Timetable.............   N/A
  Item 3.  Key Information.....................................    1
  Item 4.  Information on the Company..........................    5
  Item 5.  Operating and Financial Review and Prospects........   14
  Item 6.  Directors, Senior Management and Employees..........   15
  Item 7.  Major Shareholders and Related Party
           transactions........................................   16
  Item 8.  Financial Information...............................   16
  Item 9.  The Offer and Listing...............................   16
  Item 10. Additional Information..............................   16
  Item 11. Quantitative and Qualitative Disclosures about
           Market Risk........................................    18
  Item 12. Description of Securities Other than Equity
           Securities.........................................    19

PART II

  Item 13. Defaults, Dividend Arrearages and Delinquencies.....   19
  Item 14  Material Modifications to the Rights of Security
           Holders and Use of Proceeds.........................   19
  Item 15. Reserved............................................
  Item 16. Reserved............................................

PART III

  Item 17  Financial Statements................................   N/A
  Item 18. Financial Statements................................    19
  Item 19. Exhibits............................................    20

  Signatures...................................................    22

<PAGE>

                                PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters  discussed  in this  document may  constitute  forward-looking
statements.  The  Private  Securities  Litigation  Reform  Act of 1995
provides safe harbor  protections  for  forward-looking  statements in
order to encourage companies to provide prospective  information about
their  business.   Forward-looking   statements   include   statements
concerning  plans,  objectives,  goals,  strategies,  future events or
performance,  and underlying  assumptions and other statements,  which
are other than statements of historical facts.

CalPetro Tankers (Bahamas II) Limited desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 and is including this cautionary  statement in connection with
this safe harbor  legislation.  This document and any other written or
oral   statements   made  by  us  or  on  our   behalf   may   include
forward-looking  statements,  which  reflect  our  current  views with
respect  to  future  events  and  financial  performance.   The  words
"believe," "except," "anticipate,"  "intends," "estimate," "forecast,"
"project," "plan,"  "potential," "will," "may," "should," "expect" and
similar expressions identify forward-looking statements.

The forward-looking statements in this document are based upon various
assumptions,   many  of  which  are  based,   in  turn,  upon  further
assumptions, including without limitation, management's examination of
historical  operating trends,  data contained in our records and other
data  available  from third  parties.  Although we believe  that these
assumptions were reasonable when made,  because these  assumptions are
inherently  subject to  significant  uncertainties  and  contingencies
which are  difficult  or  impossible  to  predict  and are  beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.

In addition to these important factors and matters discussed elsewhere
herein  and  in  the  documents   incorporated  by  reference  herein,
important  factors  that, in our view,  could cause actual  results to
differ   materially  from  those  discussed  in  the   forward-looking
statements  include the strength of world  economies  and  currencies,
general market conditions, including fluctuations in charterhire rates
and vessel values, changes in demand in the tanker market, as a result
of changes in OPEC's  petroleum  production  levels and world wide oil
consumption and storage,  changes in the company's operating expenses,
changes in  governmental  rules and  regulations  or actions  taken by
regulatory  authorities,  potential  liability  from pending or future
litigation,  general domestic and international  political conditions,
potential  disruption of shipping routes due to accidents or political
events, and other important factors described from time to time in the
reports  filed by  CalPetro  Tankers  (Bahamas  II)  Limited  with the
Securities and Exchange Commission.

Item 1.    Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2.  Offer Statistics and Expected Timetable

Not applicable.

Item 3.  Key Information

Selected Financial Data

The selected income  statement data of the Company with respect to the
fiscal years ended December 31, 2001,  2000 and 1999, and the selected
balance  sheet data at December  31, 2001 and 2000,  have been derived
from the Company's  audited financial  statements  included herein and
should  be read in  conjunction  with  such  statements  and the notes
thereto.  The selected income statement data with respect to the years
ended  December 31, 1998 and 1997 and the selected  balance sheet data
at December  31,  1999,  1998 and 1997 have been  derived from audited
financial statements of the Company not included herein. The following
table should also be read in  conjunction  with Item 5 "Operating  and
financial  review and prospects" and the Company's  audited  financial
statements and notes thereto included herein.  The Company's  accounts
are maintained in U.S. dollars.

                                         Year ended December 31,
                             2001     2000      1999     1998     1997
                      (U.S. Dollars in thousands except per share data)

Income statement data:
Net operating revenues      4,498    4,929     5,348     5,767    6,178
Net income                     98      161       193       221      281
Per share data:
Net income per share          980    1,610     1,930     2,210    2,810
Dividends per share             -        -         -         -        -
Total assets               53,351   58,582    63,727    68,845   73,901
Balance sheet data:
Long term liabilities (1)  50,682   55,892    61,102    66,312   71,522
Stockholders' equity        1,621    1,523     1,362     1,169      948

(1)      Includes current portion.

Risk Factors

Please note:  In this section,  "we",  "us" and "our" all refer to the
Company.

The  cyclical  nature  of the  tanker  industry  may lead to  volatile
changes in charter rates, which may adversely affect our earnings

Our vessel is currently  operated under a bareboat  charter to Chevron
Transport  Corporation.  The charter  has a term  expiring on April 1,
2015 subject to Chevron  Transport  Corporation's  option to terminate
the  charter  earlier  on  four  specified  dates.  Chevron  Transport
Corporation  has its first option to terminate its charter on April 1,
2004 and then on each of the three subsequent  two-year  anniversaries
thereof.

If the tanker industry,  which has been cyclical,  is depressed in the
future  when  our  vessel's  charter  expires  or is  terminated,  our
earnings  and  available  cash  flow  may  decrease.  Our  ability  to
recharter our vessel on the  expiration or  termination of its current
charter and the charter rates payable under any renewal or replacement
charters will depend upon, among other things,  economic conditions in
the tanker  market.  Fluctuations  in charter  rates and vessel values
result from  changes in the supply and demand for tanker  capacity and
changes in the supply and demand for oil and oil products.

Because  our  charter may first be  terminated  in April 2004,  we may
incur  additional  expenses  and not be able to  recharter  our vessel
profitably

We were  incorporated  in the  Bahamas on May 13, 1994  together  with
three  other  companies:  CalPetro  Tankers  (Bahamas  I) Limited  and
CalPetro Tankers (Bahamas III) Limited,  each of which is incorporated
in  the  Bahamas,   and  CalPetro   Tankers  (IOM)  Limited  which  is
incorporated  in the Isle of Man, each of the companies is referred to
collectively as the Companies.  Each of the Companies was organized as
a special  purpose  company for the purpose of  acquiring  one of four
Suezmax oil tankers from  Chevron  Transport  Corporation.  California
Petroleum Transport  Corporation,  a Delaware  corporation,  acting as
agent on behalf of the Companies,  issued as full recourse obligations
$167,500,000  Serial First Preferred  Mortgage Notes and  $117,900,000
8.52% First Preferred  Mortgage Notes due 2015,  which are referred to
collectively  as the Notes.  The  proceeds  from the sale of the Notes
were applied by way of long-term loans,  being Serial Loans in respect
of the Serial First Preferred Mortgage Notes and Term Loans in respect
of the First  Preferred  Mortgage  Notes due 2015, to the Companies to
fund the  acquisition  of their  respective  vessels  from the Chevron
Transport  Corporation.  We were  allocated  $46,620,000 of the Serial
Loans and  $35,052,000 of the Term Loans and acquired our vessel,  the
ALTAIR VOYAGER (ex CONDOLEEZA RICE, renamed April 2001).

Chevron  Transport  Corporation  has its first option to terminate its
charter on April 1, 2004 and on each of the three subsequent  two-year
anniversaries  thereof.  Chevron  Transport  Corporation  has the sole
discretion to exercise these options and will not owe any fiduciary or
other duty to the holders of the Notes in deciding whether to exercise
the termination  options, and the charterer's decision may be contrary
to our interests or those of the holders of the Notes.

We cannot  predict at this time any of the factors that the  charterer
will consider in deciding  whether to exercise any of its  termination
options under the charter. It is likely,  however,  that the charterer
would  consider  a variety of  factors,  which may  include  whether a
vessel is surplus or  suitable  to the  charterer's  requirements  and
whether  competitive  charterhire rates are available to the charterer
in the open market at that time.

In the event Chevron Transport  Corporation does terminate our current
charter, we will attempt to arrange a replacement charter, or may sell
the  vessel.  Replacement  charters  may  include  shorter  term  time
charters and employing the vessel on the spot charter market (which is
subject to greater  fluctuation  than the time  charter  market).  Any
replacement  charter may bring us lower charter rates and would likely
require us to incur  greater  expenses  which may  reduce the  amounts
available, if any, to pay principal and interest on the Notes.

We operate in the highly competitive international tanker market which
could  affect our  position at the end of our  current  charter and if
Chevron Transport Corporation terminates its charter earlier

The operation of tanker  vessels and the  transportation  of crude and
petroleum products is an extremely competitive  business.  Competition
arises  primarily  from  other  tanker  owners,  including  major  oil
companies as well as independent  tanker companies,  some of whom have
substantially  greater  resources  than  we do.  Competition  for  the
transportation  of oil and oil  products can be intense and depends on
price,  location,  size, age,  condition and the  acceptability of the
tanker and its  operators  to the  charterers.  During the term of our
existing charter with Chevron Transport Corporation we are not exposed
to the  risk  associated  with  this  competition.  At the  end of our
current  charter and in the event that Chevron  Transport  Corporation
terminates  the  charter in April 2004 or at any  subsequent  optional
termination  date,  we will have to compete with other tanker  owners,
including major oil companies as well as independent  tanker companies
for charters. Due in part to the fragmented tanker market, competitors
with greater  resources  could enter and operate larger fleets through
acquisitions or consolidations  and may be able to offer better prices
and fleets,  which could result in our achieving  lower  revenues from
our Suezmax oil tanker.

Compliance with environmental laws or regulations may adversely affect
our  earnings  and  financial  conditions  at the end of the  existing
charter or if Chevron  Transport  Corporation  terminates  its charter
prior to that time

Regulations in the various states and other jurisdictions in which our
vessel   trades   affect  our   business.   Extensive   and   changing
environmental  laws and other  regulations,  compliance with which may
entail significant expenses, including expenses for ship modifications
and  changes in  operating  procedures,  affect the  operation  of our
vessel.  Although Chevron Transport Corporation is responsible for all
operational  matters and bears all these  expenses  during the term of
our current  charter,  these  expenses could have an adverse effect on
our  business   operations  at  any  time  after  the   expiration  or
termination  of  the  charter  or  in  the  event  Chevron   Transport
Corporation fails to make a necessary payment.

We may not have adequate  insurance in the event existing charters are
not renewed

There  are  a  number  of  risks  associated  with  the  operation  of
ocean-going vessels, including mechanical failure, collision, property
loss, cargo loss or damage and business  interruption due to political
circumstances in foreign countries,  hostilities and labor strikes. In
addition,  the  operation  of any vessel is  subject  to the  inherent
possibility  of  marine  disaster,  including  oil  spills  and  other
environmental  mishaps,  and the  liabilities  arising from owning and
operating vessels in international  trade. Under the existing charter,
Chevron  Transport  Corporation  bears all risks  associated  with the
operation  of our  vessel  including  the  total  loss of the  vessel.
However, we cannot assure holders of the Notes that we will adequately
insure against all risks at the end of the existing  charter or in the
event our existing charter is terminated. We may not be able to obtain
adequate  insurance coverage at reasonable rates for our vessel in the
future and the insurers may not pay particular claims.

We are highly dependent on Chevron  Transport  Corporation and Chevron
Corporation

We are highly  dependent on the due  performance by Chevron  Transport
Corporation of its obligations under the charter and by its guarantor,
Chevron Corporation, of its obligations under its guarantee. A failure
by Chevron Transport Corporation or the Chevron Corporation to perform
their  obligations could result in our inability to service the Serial
Loans and Term Loans. If the Note holders had to enforce the mortgages
securing the Notes,  they may not be able to recover the principal and
interest owed to them.

We may not be able to pay  down our debt in the  future,  which  could
result in the loss of our vessel

We  currently  must  dedicate  a large  portion  of our cash flow from
operations to satisfy our debt service obligations. Our ability to pay
interest on, and other amounts due in respect of, our Serial Loans and
Term Loans will depend on our future operating performance, prevailing
economic conditions and financial, business and other factors, many of
which are beyond our control.  There can be no assurance that our cash
flow and  capital  resources  will be  sufficient  for  payment of our
indebtedness  in  the  future.   If  we  are  unable  to  service  our
indebtedness or obtain  additional  financing,  as needed,  this could
have a material adverse effect on you and us.

Governments  could  requisition  our vessels during a period of war or
emergency, resulting in a loss of earnings

A  government  could  requisition  for  title  or  seize  our  vessel.
Requisition  for title  occurs when a  government  takes  control of a
vessel and becomes her owner. Also, a government could requisition our
vessel for hire.  Requisition for hire occurs when a government  takes
control of a vessel and  effectively  becomes  her charter at dictated
charter rates. Generally, requisitions occur during a period of war or
emergency.  Government  requisition  of our  vessel  would  negatively
impact our revenues.

The Notes may not be as liquid as other  securities  with  established
trading  markets,  which  may  affect  the value of the Notes and your
ability to trade them

The Notes are not listed on any national securities exchange or traded
on the Nasdaq National Market and have no established  trading market.
Consequently,  the Notes  could  trade at prices that may be higher or
lower than their principal amount or purchase price, depending on many
factors,  including  prevailing interest rates, the market for similar
notes and  warrants,  and our  financial  performance.  The  placement
agents for the Notes  currently  make a market for the Notes,  but are
not  obligated  to do so  and  may  discontinue  their  market  making
activity at any time.  In addition,  their market  making  activity is
subject to the limits  imposed by the  Securities Act and the Exchange
Act. We cannot assure you that an active trading market will exist for
the Notes or that any market for the Notes will be liquid.

Substantial leverage and debt service could affect our ability to grow
and service our debt obligations

We are highly leveraged. As of December 31, 2001, we had $50.7 million
in total  indebtedness  outstanding and  stockholders'  equity of $1.6
million.  The degree to which we are  leveraged  could have  important
consequences for the holders of the Notes, including:

--our  ability to obtain  additional  financing  for working  capital,
capital  expenditures,  acquisitions or general corporate purposes may
be limited;

--we  must  dedicate  a  substantial  portion  of our cash  flow  from
operations  to the payment of  interest  on our Serial  Loans and Term
Loans and any future  indebtedness,  which reduces the funds available
to us for other purposes;

--we  may  have  trouble   withstanding   competitive   pressures  and
responding to changing business conditions;

--we may be more  vulnerable than others in the event of a downturn in
general economic conditions or in our business; and

--we may be more highly  leveraged than other tanker owners with which
we compete, which may put us at a competitive disadvantage.

We have a limited business purpose which limits our flexibility

Our   activities   are  limited  to   engaging  in  the   acquisition,
disposition, ownership, and chartering of a Suezmax oil tanker. During
the terms of our charter with Chevron Transport  Corporation we expect
that  the only  source  of  operating  revenue  from  which we may pay
principal and interest on the Serial Loans and Term Loans will be from
this charter.

Item 4.  Information on the Company

The Company

CalPetro Tankers (Bahamas II) Limited, also referred to as Bahamas II,
was  incorporated  in the Bahamas on May 13, 1994  together with three
other  companies:  CalPetro  Tankers  (Bahamas I) Limited and CalPetro
Tankers  (Bahamas III),  each of which is incorporated in the Bahamas,
and CalPetro  Tankers (IOM) Limited which is  incorporated in the Isle
of Man,  each of the  companies  is  referred to  collectively  as the
Companies.  Each of the Companies  was organized as a special  purpose
company for the  purpose of  acquiring  one of four oil  tankers  from
Chevron  Transport   Corporation.   California   Petroleum   Transport
Corporation, a Delaware corporation,  acting as agent on behalf of the
Companies,  issued as full recourse  obligations  $167,500,000  Serial
First Preferred  Mortgage Notes and $117,900,000 8.52% First Preferred
Mortgage  Notes due 2015,  which are referred to  collectively  as the
Notes.  The proceeds from the sale of the Notes were applied by way of
long-term  loans,  being  Serial  Loans in respect of the Serial First
Preferred  Mortgage  Notes  and Term  Loans in  respect  of the  First
Preferred  Mortgage  Notes  due  2015,  to the  Companies  to fund the
acquisition of the Vessels from the Chevron Transport Corporation.  We
were allocated  $46,620,000 of the Serial Loans and $35,052,000 of the
Term Loans and acquired our vessel,  the ALTAIR VOYAGER (ex CONDOLEEZA
RICE,  renamed  April  2001),  as  described  below.  We  engage in no
business  other than the  ownership  and  chartering of our vessel and
activities   resulting  from  or  incidental  to  such  ownership  and
chartering.

We are  wholly-owned  by California  Tankers  Investments  Limited,  a
company  organized  under the laws of the Bahamas,  which is in turn a
wholly-owned  subsidiary of CalPetro Holdings Limited,  an Isle of Man
company.

On  May  12,  1998,   ownership  of  CalPetro   Holdings  Limited  was
transferred  to  Independent  Tankers  Corporation,  or ITC,  a Cayman
Islands  company.  On the same date, all of the issued and outstanding
shares of ITC were sold to Frontline  Ltd., or  Frontline,  a publicly
listed Bermuda company.

Pursuant to a share  purchase  agreement  dated  December 23, 1998, as
amended on March 4, 1999,  Frontline has sold, effective as of July 1,
1999, all of the issued and outstanding shares of ITC to Hemen Holding
Limited,  or Hemen,  a Cyprus  company  Hemen.  Hemen is the principal
shareholder  of Frontline  and is  indirectly  controlled  by Mr. John
Fredriksen, the Chairman and Chief Executive Officer of Frontline.

Overview of the Business

We own one  130,000-deadweight  tonne ("dwt") Suezmax oil tanker,  the
ALTAIR  VOYAGER (ex  CONDOLEEZA  RICE,  renamed April 2001),  which we
acquired  from  Chevron  Transport  Corporation.  Suezmax  tankers are
medium-sized  vessels  ranging from  approximately  120,000 to 200,000
dwt, and of maximum length, breadth and draft capable of passing fully
loaded  through the Suez Canal.  We have  chartered the vessel back to
Chevron  Transport  Corporation  (the "Initial  Charterer" or "Chevron
Transport") on bareboat charter (the "Initial  Charter").  The Initial
Charter has a term  expiring on April 1, 2015;  subject to the Initial
Charterer's   right  to  terminate  the  Initial  Charter  on  certain
specified  dates.  Chevron  Transport  is  principally  engaged in the
marine  transportation of oil and refined petroleum products.  Chevron
Transport's  primary  transportation  routes are from the Middle East,
Indonesia,  Mexico,  West  Africa  and the  North  Sea to ports in the
United States,  Europe, the United Kingdom and Asia. Chevron Transport
has  advised  us  that  it  expects  to use the  Vessel  worldwide  as
permitted  under the Initial  Charter.  The obligations of the Initial
Charterer   under  the  Initial  Charter  are  guaranteed  by  Chevron
Corporation,  or Chevron, a major international oil company,  pursuant
to a guarantee  (the  "Chevron  Guarantee").  Chevron  Transport is an
indirect, wholly owned subsidiary of Chevron.

Our  vessel is a  double-hull  oil  carrier of  approximately  130,000
deadweight tons and is presently  registered  under the Bahamian flag.
Our  vessel  was  constructed  under the  supervision  of the  Initial
Charterer and designed to the Initial  Charterer's  specifications  to
enhance safety and reduce operating and maintenance  costs,  including
such features as high performance rudders, extra steel (minimal use of
high tensile  steels),  additional  fire safety  equipment,  redundant
power generation equipment,  extra coating and electrolytic  corrosion
monitoring  and  protection  systems,   additional  crew  quarters  to
facilitate  added manning and a double-hull  design patented by one of
Chevron's   subsidiaries.   The  ALTAIR   VOYAGER  was  built  by  the
Ishikawajima do Brasil Estaleiros S.A.

The Management

On March 31, 1999,  P.D.Gram & Co. A.S. resigned as Manager and Barber
Ship Management  resigned as Technical Advisor.  On the same date each
was  replaced  by  Frontline  Ltd,  pursuant to an  assignment  of the
Management Agreement.

The Initial  Charterer may elect to terminate  the Initial  Charter on
specified termination dates commencing in 2004. If the Initial Charter
is terminated  by the Initial  Charterer,  the Manager,  acting on our
behalf, will attempt to find an acceptable replacement charter for the
vessel.   If  an  acceptable   replacement   charter  is  commercially
unavailable,  the Manager  will solicit bids for the sale or recharter
of  the  vessel.   The  Manager's  ability  to  obtain  an  acceptable
replacement  charter,  to sell the vessel or recharter the Vessel will
depend on market  rates for new and used  vessels,  both of which will
depend  on the  supply  of and  demand  for  tanker  capacity  for oil
transportation,  and the  advantages  or  disadvantages  of the vessel
compared with other vessels available at the time.

The International Tanker Market

International  seaborne  oil  and  petroleum  products  transportation
services  are  mainly  provided  by two types of  operator:  major oil
company captive fleets (both private and  state-owned) and independent
shipowner  fleets.   Both  types  of  operators  transport  oil  under
short-term  contracts,  including  single-voyage "spot charters",  and
long-term  time charters with oil  companies,  oil traders,  large oil
consumers,  petroleum product producers and government  agencies.  The
oil  companies  own,  or  control  through  long-term  time  charters,
approximately  one third of the current world tanker  capacity,  while
independent companies own or control the balance of the fleet. The oil
companies  use their fleets not only to  transport  their own oil, but
also to transport oil for third-party charterers in direct competition
with independent owners and operators in the tanker charter market.

The oil  transportation  industry  has  historically  been  subject to
regulation   by  national   authorities   and  through   international
conventions.  Over recent years, however, an environmental  protection
regime  has  evolved  which  could  have a  significant  impact on the
operations of participants in the industry in the form of increasingly
more  stringent   inspection   requirements,   closer   monitoring  of
pollution-related  events,  and  generally  higher costs and potential
liabilities for the owners and operators of tankers.

In order to benefit from economies of scale,  tanker  charterers  will
typically  charter the largest  possible  vessel to  transport  oil or
products,  consistent with port and canal dimensional restrictions and
optimal  cargo lot sizes.  The oil tanker fleet is  generally  divided
into the  following  five  major  types of  vessels,  based on  vessel
carrying  capacity:  (i) ULCC-size range of  approximately  320,000 to
450,000 dwt; (ii) VLCC-size range of approximately 200,000 to 320,000;
(iii) Suezmax-size range of approximately 120,000 to 200,000 dwt; (iv)
Aframax-size  range of  approximately  60,000 to 120,000  dwt; and (v)
small tankers of less than  approximately  60,000 dwt. ULCCs and VLCCs
typically  transport crude oil in long-haul  trades,  such as from the
Arabian Gulf to Rotterdam via the Cape of Good Hope.  Suezmax  tankers
also engage in  long-haul  crude oil trades as well as in  medium-haul
crude oil  trades,  such as from West  Africa to the East Coast of the
United  States.   Aframax-size   vessels   generally  engage  in  both
medium-and  short-haul trades of less than 1,500 miles and carry crude
oil or petroleum products.  Smaller tankers mostly transport petroleum
products in short-haul to medium-haul trades.

The shipping industry is highly cyclical,  experiencing  volatility in
profitability, vessel values and charter rates. In particular, freight
and charterhire rates are strongly influenced by the supply and demand
for shipping capacity.

The  factors  affecting  the supply and demand for tanker  vessels are
outside of our control,  and the nature,  timing and degree of changes
in industry  conditions are unpredictable.  The factors that influence
demand for tanker capacity include:

          - demand for oil and oil products;

          - global and regional economic conditions;

          - the  distance oil and oil products are to be moved by sea;
            and

          - changes in seaborne and other transportation patterns.

The factors that influence the supply of tanker capacity include:

          - the number of newbuilding deliveries;

          - the scrapping rate of older vessels; and

          - the number of vessels that are out of service.

Tanker values have generally  experienced  high  volatility.  The fair
market value of oil tankers,  including our vessel, can be expected to
fluctuate,  depending  upon  general  economic  and market  conditions
affecting  the tanker  industry and  competition  from other  shipping
companies,   types  and  sizes  of   vessels,   and  other   modes  of
transportation.  In  addition,  as  vessels  grow  older,  they may be
expected to decline in value.  These  factors will affect the value of
our vessel at the termination or expiration of the current charter.

The shipping industry is highly cyclical,  experiencing  volatility in
profitability, vessel values and charter rates. In particular, freight
and charterhire rates are strongly influenced by the supply and demand
for shipping capacity. After a period of weak freight rates the market
for Suezmax  tankers  started to strengthen in early 2000, as a result
of an improved supply balance following  extensive  scrapping of older
tonnage  in 1999 and early 2000 and  increased  OPEC  production  from
Spring 2000.  The freight rates  continued to  strengthen  through the
year 2000 and remained firm in early 2001.  Towards the second half of
2001 the general  slowdown  in the global  economy and OPEC quota cuts
reduced the demand for Tanker transportation and Suezmax rates started
to decline.  The  negative  trend has  continued  into 2002  following
further cuts in OPEC production.  The average time charter  equivalent
market rate earned in 2001 by Suezmaxes trading in the spot market was
estimated at $30,700 per day. Corresponding rates in the first quarter
of 2002 are estimated at $16,500 per day.  Weakening rates from Autumn
2001 until today have resulted in increased scrapping of Suezmaxes and
VLCCs built in the 1970s.

There is no guarantee  that Suezmax  rates would be sufficient to meet
the debt service  required if the bareboat  charters entered into with
Chevron  are not  extended.  Current  spot  market  rates for  Suezmax
tankers would not be  sufficient to meet the debt service  required if
the bareboat  charters to Chevron  were not  extended.  However,  spot
market  rates are  volatile and  generally  linked to global  economic
development and especially demand for oil.  Declining crude oil demand
has prompted  OPEC to reduce  production  quotas to maintain the crude
oil price  within  its target  price band and as a result,  demand for
crude oil transportation is currently low in relative terms.

Inspection by Classification Society

Every  commercial  vessel's hull and machinery  must be "classed" by a
classification  society  authorized  by its country of  registry.  The
classification  society  ensures  that a  vessel  is  constructed  and
equipped in accordance with the International  Maritime  Organization,
or the IMO, regulations and the Safety of Life at Sea Convention.

A vessel must be inspected by a surveyor of the classification society
every year ("Annual Survey"),  every two years ("Intermediate Survey")
and every four years ("Special Survey").  Each vessel is also required
to be  dry  docked  every  30 to  60  months  for  inspection  of  the
underwater  parts  of  the  vessel.  If any  defects  are  found,  the
classification  surveyor will issue a "recommendation" which has to be
acted upon, and the defect must be rectified by the shipowner within a
prescribed time limit.  At the Special Survey,  the vessel is examined
thoroughly,  including an inspection to determine the thickness of the
steel  plates in  various  parts of the  vessel,  and  repairs  may be
recommended.  For  example,  if the  thickness  of the steel plates is
found to be less  than  class  requirements,  steel  renewals  will be
prescribed.   A   one-year   grace   period  may  be  granted  by  the
classification  society to the shipowner for completion of the Special
Survey. If the vessel experiences excessive wear and tear, substantial
amounts  of money may have to be spent for  steel  renewals  to pass a
Special  Survey.  In lieu of the Special Survey every four years (five
years,  if grace is given),  a shipowner  has the option of  arranging
with the classification  society for the vessel's hull or machinery to
be on a continuous  survey cycle,  whereby every part of the vessel is
surveyed within a five-year cycle.  Insurance  underwriters  make it a
condition  of insurance  coverage  for the vessel to be "classed"  and
"class  maintained"  and the failure of a vessel to be  "classed"  and
"class maintained" may render such a vessel unusable.

Our vessel will be maintained  during the term of the Initial  Charter
by  the  Initial   Charterer  in  accordance   with  good   commercial
maintenance  practice  commensurate  with other vessels in the Initial
Charterer's  fleet of  similar  size and  trade,  as  required  by the
Initial Charter. The Initial Charter requires the Initial Charterer to
return the vessel on  termination  of the  Initial  Charter "in class"
under  the  rules of the  American  Bureau  of  Shipping  (or  another
classification   society  previously  approved  by  the  Company).  In
addition,  we have the right to  inspect  the  vessel  and to  require
surveys upon redelivery, and the Initial Charterer will be responsible
for  making  or  compensating  us for  certain  necessary  repairs  in
connection with such redelivery.

Insurance

The operation of any  ocean-going  vessel  carries an inherent risk of
catastrophic  marine  disasters,   environmental  mishaps,  cargo  and
property losses or damage and business interruptions caused by adverse
weather  and  ocean  conditions,  mechanical  failures,  human  error,
political action in various countries,  war, terrorism,  piracy, labor
strikes  and other  circumstances  or events.  Pursuant to the Initial
Charter,  our vessel may be  operated  through the world in any lawful
trade  for  which  it is  suitable,  including  carrying  oil  and its
products.   In  the  past,   political   conflicts  in  many  regions,
particularly  in the Arabian Gulf,  have included  attacks on tankers,
mining of waterways and other efforts to disrupt shipping in the area.
Vessels  trading  in such  regions  have also been  subject to acts of
terrorism and piracy. In addition,  the carriage of petroleum products
is subject to the risk of  spillage  and  leakage.  Any such event may
result in increased costs or the loss of revenues or assets, including
a Vessel.

Under the  Initial  Charter,  the  Initial  Charterer  is  entitled to
self-insure  against  marine and war risks  relating to the Vessel and
against  protections and indemnity risks relating to the Vessel during
the term of the Initial  Charter and,  accordingly,  purchasers of the
Notes cannot rely on the existence of third-party insurance. There can
be no assurance  that all risks will be  adequately  insured  against,
that any  particular  loss will be  covered or that we will be able to
procure adequate insurance  coverage at commercially  reasonable rates
in the future. In particular,  stricter environmental  regulations may
result  in  increased  costs  for,  or the  lack of  availability  or,
insurance against the risks of environmental damage or pollution.

The Initial Charterer will, pursuant to the Initial Charter, indemnify
us from  damages  arising  from a failure to  maintain  any  financial
responsibility requirements whether relating to oil or other pollution
damage.  The Initial  Charterer  will also  indemnify us to the extent
losses,  damages or  expenses  that we incur  relating to oil or other
pollution  damage as a result of the  operation  of the  vessel by the
Initial Charterer.

Environmental and Other Regulations

Government   regulation   significantly   affects  the  ownership  and
operation of our vessel. The various types of governmental regulation
that affect our vessel include  international  conventions,  national,
state and local  laws and  regulations  in force in the  countries  in
which our vessels may operate or where our vessels are registered.  We
cannot predict the ultimate cost of complying with these requirements,
or the  impact of these  requirements  on the  resale  value or useful
lives  of our  vessel.  Various  governmental  and  quasi-governmental
agencies  require us to obtain permits,  licenses and certificates for
the  operation  of  our  vessel.  Although  we  believe  that  we  are
substantially   in  compliance  with  applicable   environmental   and
regulatory  laws and  have  all  permits,  licenses  and  certificates
necessary for the conduct of our operations,  future non-compliance or
failure to maintain necessary permits or approvals could require us to
incur  substantial  costs  or  temporarily  suspend  operation  of our
vessel.

We believe that the heightened  environmental  and quality concerns of
insurance  underwriters,  regulators  and  charterers  are  leading to
greater  inspection  and safety  requirements  on all  vessels and may
accelerate  the  scrapping of older vessels  throughout  the industry.
Increasing  environmental  concerns  have  created a demand for modern
vessels  that  are  able  to  conform  to the  stricter  environmental
standards.  We maintain high  operating  standards for our vessel that
emphasize operational safety, quality maintenance, continuous training
of our crews and  officers  and  compliance  with  United  States  and
international regulations.

Our vessel is subject to both scheduled and unscheduled inspections by
a variety of governmental and private entities, each of which may have
unique requirements. These entities include the local port authorities
such  as  the  U.S.   Coast   Guard,   harbormaster   or   equivalent,
classification  societies,  flag  state  administration  or country of
registry,  and charterers,  particularly  terminal operators and major
oil companies which conduct frequent vessel inspections.

Environmental Regulation--IMO.

In April 2001, the International  Maritime  Organization,  or IMO, the
United  Nations' agency for maritime  safety,  revised its regulations
governing  tanker  design and  inspection  requirements.  The proposed
regulations,  which are expected to become  effective  September  2002
provided  they are  ratified by the IMO member  states,  provide for a
more  aggressive  phase-out  of  single  hull oil  tankers  as well as
increased inspection and verification  requirements.  They provide for
the phase-out of most single hull oil tankers by 2015 or earlier,  or,
subject to approval by the vessel's  flag state until 2017,  depending
on the age of the vessel and whether or not the vessel  complies  with
requirements  for  protectively   located  segregated  ballast  tanks.
Segregated ballast tanks use ballast water that is completely separate
from the cargo oil and oil fuel system.  Segregated  ballast tanks are
currently  required by the IMO on crude oil tankers  constructed after
1983.  The changes,  which will likely  increase the number of tankers
that are  scrapped  beginning  in 2004,  are  intended  to reduce  the
likelihood of oil pollution in international waters.

The proposed  regulation  identifies three categories of tankers based
on cargo carrying capacity and the presence or absence of protectively
located  segregated  ballast  tanks.  Under  the new IMO  regulations,
single-hull oil tankers with carrying capacities of 20,000 deadweight,
or dwt, tons and above  carrying crude oil, fuel oil, heavy diesel oil
or  lubricating  oil as cargo,  and of 30,000  dwt and above  carrying
other oils, which do not comply with IMO requirements for protectively
located  segregated  ballast  tanks  will be phased  out no later than
2007.  Single-hull oil tankers with similar carrying  capacities which
do comply with IMO requirements for  protectively  located  segregated
ballast  tanks are to be phased out by 2015,  depending on the date of
delivery  of the  vessel.  All  other  single-hull  oil  tankers  with
carrying capacities of 5,000 dwt and above and not falling into one of
the above categories will also be phased out by 2015, depending on the
date of delivery of the vessel.

Our  vessel  has a double  hull and  complies  with the  proposed  IMO
regulations.

The  requirements  contained in the  International  Safety  Management
Code, or ISM Code, promulgated by the IMO, also affect our operations.
The ISM Code requires the party with  operational  control of a vessel
to develop an extensive safety management system that includes,  among
other things,  the adoption of a safety and  environmental  protection
policy  setting forth  instructions  and  procedures for operating its
vessels   safely  and   describing   procedures   for   responding  to
emergencies.  Our vessel  manager is  certified  as an  approved  ship
manager under the ISM Code.

The ISM Code requires that vessel operators obtain a safety management
certificate for each vessel they operate.  This certificate  evidences
compliance  by a  vessel's  management  with code  requirements  for a
safety management  system.  No vessel can obtain a certificate  unless
its manager has been awarded a Document of Compliance,  issued by each
flag  state,  under the ISM Code.  Our  vessel  has  received a safety
management certificate.

Non-compliance with the ISM Code and other IMO regulations may subject
the shipowner or a bareboat charterer to increased liability, may lead
to decreases in available  insurance coverage for affected vessels and
may result in the denial of access to, or  detention  in,  some ports.
Both  the  U.S.  Coast  Guard  and  European  Union  authorities  have
indicated  that  vessels  not in  compliance  with the ISM Code by the
applicable  deadlines  will be  prohibited  from  trading in U.S.  and
European Union ports, as the case may be.

The IMO has negotiated international conventions that impose liability
for  oil   pollution  in   international   waters  and  a  signatory's
territorial   waters.   Additional  or  new   conventions,   laws  and
regulations  may be  adopted  which  could  limit  our  ability  to do
business and which could have material  adverse effect on our business
and results of operations.

Environmental Regulation--United States

OPA.  The U.S.  Oil  Pollution  Act of 1990,  or OPA,  established  an
extensive regulatory and liability regime for environmental protection
and cleanup of oil spills.  OPA affects all owners and operators whose
vessels  trade with the U.S. or its  territories  or  possessions,  or
whose  vessels  operate in the waters of the U.S.,  which  include the
U.S.  territorial  waters and the two hundred  nautical mile exclusive
economic zone of the U.S. The  Comprehensive  Environmental  Response,
Compensation and Liability Act, or CERCLA, applies to the discharge of
hazardous  substances  whether on land or at sea.  Both OPA and CERCLA
impact our operations.

Under  OPA,   vessel  owners,   operators  and  bareboat  or  "demise"
charterers are "responsible  parties" who are all liable regardless of
fault,  individually  and as a group, for all containment and clean-up
costs and other  damages  arising from oil spills from their  vessels.
These  "responsible  parties" would not be liable if the spill results
solely from the act or omission of a third party,  an act of God or an
act of war.  The other  damages  aside from  clean up and  containment
costs are defined broadly to include:

          -    natural resource damages and related assessment costs;

          -    real and personal property damages;

          -    net  loss  of  taxes,  royalties,   rents,  profits  or
               earnings capacity;

          -    net cost of  public  services  necessitated  by a spill
               response,  such as  protection  from  fire,  safety  or
               health hazards; and

          -    loss of subsistence use of natural resources.

OPA limits the  liability  of  responsible  parties to the  greater of
$1,200  per gross ton or $10  million  per  tanker  that is over 3,000
gross tons. This is subject to possible adjustment for inflation.  OPA
specifically  permits  individual states to impose their own liability
regimes with regard to oil pollution  incidents occurring within their
boundaries,  and some states have enacted  legislation  providing  for
unlimited  liability for discharge of pollutants  within their waters.
In some cases,  states which have enacted their own  legislation  have
not  yet  issued  implementing  regulations  defining  tanker  owners'
responsibilities under these laws.

Under OPA, with limited exceptions, all newly-built or converted
tankers operating in U.S. waters must be built with double-hulls.
Existing vessels that do not comply with the double-hull requirement
must be phased out over a 20-year period beginning in 1995 based on
size, age and place of discharge, unless retrofitted with
double-hulls. Notwithstanding the phase-out period, OPA currently
permits existing single-hull tankers to operate until the year 2015 if
their operations within U.S. waters are limited to:

          -    discharging  at the Louisiana  Offshore Oil Port,  also
               known as the LOOP; or

          -    unloading  with the aid of  another  vessel,  a process
               referred  to in the  industry as  "lightering,"  within
               authorized   lightering   zones   more  than  60  miles
               off-shore.

CERCLA,  which applies to owners and operators of vessels,  contains a
similar liability regime and provides for cleanup, removal and natural
resource damages.  Liability under CERCLA is limited to the greater of
$300 per gross ton or $5 million.  These  limits of  liability  do not
apply,  however,   where  the  incident  is  caused  by  violation  of
applicable U.S. federal safety, construction or operating regulations,
or by the responsible  party's gross negligence or willful misconduct.
These limits do not apply if the responsible party fails or refuses to
report the incident or to cooperate and assist in connection  with the
substance removal  activities.  OPA and CERCLA each preserve the right
to recover damages under existing law, including maritime tort law. We
believe that we are in substantial compliance with OPA, CERCLA and all
applicable state regulations in the ports where our vessels will call.

FINANCIAL RESPONSIBILITY. OPA requires owners and operators of vessels
to establish and maintain  with the Coast Guard  evidence of financial
responsibility  sufficient to meet the limit of their potential strict
liability under OPA. The Coast Guard has enacted regulations requiring
evidence of financial responsibility in the amount of $1,500 per gross
ton for tankers,  coupling the OPA  limitation  on liability of $1,200
per gross ton with the CERCLA  liability  limit of $300 per gross ton.
Under the  regulations,  evidence of financial  responsibility  may be
demonstrated by insurance,  surety bond,  self-insurance  or guaranty.
Under OPA  regulations,  an owner or  operator of more than one tanker
will be required to demonstrate  evidence of financial  responsibility
for  the  entire  fleet  in an  amount  equal  only  to the  financial
responsibility  requirement of the tanker having the greatest  maximum
liability under OPA/CERCLA.

OPA VESSEL RESPONSE PLANS. Owners or operators of tankers operating in
the waters of the U.S. must file vessel  response plans with the Coast
Guard,  and their tankers are required to operate in  compliance  with
their Coast Guard approved  plans.  These  response plans must,  among
other things:

          -    address  a  "worst  case"  scenario  and  identify  and
               ensure,  through  contract or other approved means, the
               availability of necessary private response resources to
               respond to a "worst case discharge";

          -    describe crew training and drills; and

          -    identify a qualified  individual with full authority to
               implement removal actions.

STATES. In addition to federal laws and regulations,  most U.S. states
that border a navigable waterway have enacted environmental  pollution
laws that impose  strict  liability on a person for removal  costs and
damages  resulting from a discharge of oil or a release of a hazardous
substance. These laws may be more stringent than U.S. federal law. OPA
specifically  permits  individual states to impose their own liability
regimes with regard to oil pollution  incidents occurring within their
boundaries,  and many states have enacted  legislation  providing  for
unlimited liability for oil spills.

It is impossible to predict what additional  legislation,  if any, may
be promulgated by the United States or any other country or authority.

Environmental Regulation--CLC

Although the U.S. is not a party to these conventions,  many countries
have ratified and follow the liability  scheme  adopted by the IMO and
set out in the  International  Convention  on Civil  Liability for Oil
Pollution  Damage,  1969, or CLC.  Under this  convention,  a vessel's
registered owner is strictly liable for pollution damage caused in the
territorial waters of a contracting state by discharge of oil, subject
to some complete defences.  Liability is limited to approximately $270
per gross registered ton or approximately $28.3 million,  whichever is
less. If, however,  the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum  liability rises to $74.9
million.  The limit of  liability  is tied to a unit of account  which
varies  according  to a  basket  of  currencies.  The  right  to limit
liability is forfeited  under the CLC where the spill is caused by the
owner's actual fault and under the 1992  Protocol,  where the spill is
caused by the owner's intentional or reckless conduct. Vessels trading
to states which are party to this convention must provide  evidence of
insurance   covering   the  limited   liability   of  the  owner.   In
jurisdictions where the CLC has not been adopted,  various legislative
schemes or common law govern,  and liability is imposed  either on the
basis of fault or in a manner similar to the CLC.

Environmental Regulations--EU

The  International  Maritime  Organization has approved an accelerated
timetable  for the  phase-out  of  single  hull oil  tankers.  The new
regulations,  expected to take effect in September  2002 provided they
are ratified by the IMO member  states,  require the phase-out of most
single hull oil tankers by 2015 or  earlier,  depending  on the age of
the tanker and whether or not it has segregated  ballast tanks.  Under
the new  regulations  the  maximum  permissible  age for  single  hull
tankers  after 2007 will be 26 years,  as  opposed  to 30 years  under
current  regulations.  The amendments to the International  Convention
for the Prevention of Marine  Pollution from Ships 1973, as amended in
1978,  accelerates the phase-out schedule previously set by the IMO in
1992. The European Union has already adopted a directive incorporating
the IMO regulations so that port states may enforce them.

The  sinking  of the oil  tanker  Erika  off the  coast of  France  on
December  12, 1999  polluted  more than 250 miles of French  coastline
with heavy oil. Following the spill, the European Commission adopted a
"communication  on the safety of oil transport by sea," also named the
"Erika communication."

As a part of this, the Commission has adopted a proposal for a general
ban on  single-hull  oil tankers.  The  timetable for the ban shall be
similar to that set by the United States under OPA in order to prevent
oil tankers  banned from U.S.  waters from  shifting  their  trades to
Europe.  The ban plans for a gradual phase-out of tankers depending on
vessel type:

          -    Single-hull  oil tankers larger than 20,000 dwt without
               protective  ballast tanks around the cargo tanks.  This
               category is proposed to be phased out by 2005.

          -    Single-hull oil tankers larger than 20,000 dwt in which
               the cargo tank area is partly  protected by  segregated
               ballast  tank.  This  category is proposed to be phased
               out by 2015.

          -    Single-hull  tankers below 20,000 dwt. This category is
               proposed to be phased out by 2015.

In  addition,  Italy  has  announced  a ban of single  hull  crude oil
tankers over 5,000 dwt from most Italian ports,  effective April 2001.
This ban will be placed on oil product  carriers,  effective  December
31, 2003. It is impossible to predict what  legislation  or additional
regulations,  if any, may be  promulgated by the European Union or any
other country or authority.

Organisational Structure

As described above, and also in Item 7. Major  Shareholders,  we are a
wholly owned subsidiary of CalPetro Tankers Investments  Limited,  and
are ultimately controlled by Hemen.

Property, Plants and Equipment

Other than our vessel described above, we do not have any property.

Item 5.  Operating and Financial Review and Prospects

Operating results

Year ended December 31, 2001 compared with the year ended December 31,
2000

Total Revenues

Capital lease interest receivable for the year ended December 31, 2001
amounted to  $4,321,000,  compared with  $4,748,000 for the year ended
December 31, 2000.

Expenses

Interest  payable on the Term Loans and the Serial  Loans  amounted to
$4,261,000 for the year ended December 31, 2001. The  amortization  of
discount  on loans for the period  amounted  to  $75,000.  The company
amortises the discount over the life of the loans.  The  corresponding
figures  for the  period to  December  31,  1999 were  $4,647,000  and
$75,000, respectively.

Year ended December 31, 2000 compared with the year ended December 31,
1999

Total Revenues

Capital lease interest receivable for the year ended December 31, 2000
amounted to  $4,748,000,  compared with  $5,171,000 for the year ended
December 31, 1999.

Expenses

Interest  payable on the Term Loans and the Serial  Loans  amounted to
$4,647,000 for the year ended December 31, 2000. The  amortization  of
discount  on loans for the period  amounted  to  $75,000.  The company
amortises the discount over the life of the loans.  The  corresponding
figures  for the  period to  December  31,  1999 were  $5,030,000  and
$75,000, respectively.

Liquidity and Capital Resources

As set forth above,  revenues from the Initial  Charter are sufficient
to pay the Company's  obligations  under the Term Loans and the Serial
Loans.  The  Initial  Charterer  may elect to  terminate  the  Initial
Charter on specified  termination  dates  commencing  in 2004.  If the
Initial Charter is terminated by the Initial  Charterer,  the Manager,
acting on behalf of the Company,  will  attempt to find an  acceptable
replacement  charter  for the  Vessel.  If an  acceptable  replacement
charter is commercially unavailable, the Manager will solicit bids for
the sale or recharter of the Vessel.  The Manager's  ability to obtain
an acceptable replacement charter, to sell the Vessel or recharter the
Vessel will depend on market rates for new and used  vessels,  both of
which will depend on the supply of and demand for tanker  capacity for
oil transportation,  and the advantages or disadvantages of the Vessel
compared with other vessels available at the time. Trend Information

Trend Information

As the vessel owned by the Company  ages, it expected  charter  income
declines.  The interest payable on the Term Loans and the Serial Loans
also declines as principal on those loans is  amortized.  Accordingly,
under the  Company's  present  structure,  the Company  experiences  a
consistent  reduction in income,  expenses and assets employed (vessel
subject to finance  lease).  However,  so long as the Initial  Charter
remains in effect, the nature of the Company's obligations permits the
Company to operate  profitably and  experience  cash flows adequate to
service its loans. Market tanker charter rates are highly volatile and
cyclical.  The Company  cannot  predict future rates or performance in
the event the Initial Charter is not renewed.

Item 6.  Directors, Senior Management and Employees

Directors and Executive Officers of CalPetro Tankers (Bahamas II) Limited

                                   Age      Position

Tor Olav Troim                      39      Director and President
Alexandra Kate Blankenship          37      Director and Secretary

Tor Olav Troim has been a Director of CalPetro  Tankers  (Bahamas  II)
Limited since 1998.  Mr. Troim serves as a Director and Vice President
of Frontline Ltd. Mr. Troim also serves as a director of Knightsbridge
Tankers  Limited,  Northern  Offshore  Ltd,  Golar  LNG  Limited,  all
Bermudian public listed companies,  Northern Oil ASA and Aktiv Inkasso
ASA, both Norwegian public listed companies.

Kate  Blankenship has been a Director of CalPetro Tankers (Bahamas II)
Limited since 1998. Mrs.  Blankenship is Chief Accounting  Officer and
Secretary  of  Frontline  Ltd.  Prior to joining  Frontline  she was a
Manager  with KPMG Peat  Marwick in  Bermuda.  Mrs.  Blankenship  is a
member of the Institute of Chartered Accountants in England and Wales.

Compensation

During the year ended  December  31,  2001,  the  Company  paid to its
directors and officers, total compensation of $nil.

Board Practices

The  directors  have no fixed  date of expiry of their term of office.
The details of their service are shown above.  The  directors  have no
entitlement to any benefits on termination of their office.

The company has neither an audit nor a remuneration committee.

Employees

The Company does not have any employees.

Share Ownership

The  directors  have no interest in the share  capital of the company,
nor do they have any  arrangements  for  involvement  in the company's
capital.

Item 7.  Major Shareholders and Related Party Transactions

Major Shareholders

CalPetro Tankers (Bahamas II) Limited is a wholly-owned  subsidiary of
California  Tankers  International  Limited, a company organized under
the  laws  of the  Bahamas,  which  is a  wholly-owned  subsidiary  of
CalPetro  Holdings  Limited,  an Isle of Man  company.  The Company is
ultimately  controlled by Hemen as described in Item 4, "The Company".
All the issued and outstanding  shares of capital stock of the Company
are  beneficially  owned by  CalPetro  Holdings  Limited and have been
pledged  to the Chase  Manhattan  Trust  Company  of  California  (the
"Collateral  Trustee") as part of the  collateral  for the Notes.  The
parent company has full voting control over the Company subject to the
rights of the Collateral Trustee.

Significant  changes in ownership have been disclosed in item 4, there
are no known arrangements which may lead to a change in control of the
company.

Related Party Transactions

The loan Notes are beneficially owned by CalPetro Holdings Limited, as
disclosed  above.  In  addition  Frontline Ltd., a company  related by
common control, acts as the Company's Manager.

Item 8.  Financial Information

Consolidated Financial Statements and Notes

See Item 18 below.

Item 9.  The Offer and Listing

Not applicable.

Item 10.  Additional Information

Memorandum and Articles of Association

The company is No. 23064B in the Bahamanian register.

Directors may be interested in Company  transactions but such interest
should be disclosed to the other directors or company members prior to
agreement by the board or Company meeting as appropriate. The director
concerned may not vote on the transaction. The directors may borrow on
behalf of the  Company  as they  think  fit.  There are no stated  age
limits for directors and directors  need not be Company  shareholders.
They do not retire by rotation.

All shares issued are unclassified, there is no authorisation in force
to issue other  classes of share.  Consequently  all shares have equal
entitlement  to voting  rights,  dividends,  profit  shares  and other
rights and duties. Should any dividend be declared and not claimed the
directors  may,  after a period  of three  years,  resolve  that  such
dividends  are forfeit for the  benefit of the  Company.  There are no
provisions for changes to the rights of shareholders  contained in the
articles,  except that by resolution  of the directors the  authorised
capital  may be  increased  and that the Company may divide or combine
shares within the same class.

Company  meetings may be convened by the  directors or held on request
of members holding 50% of the voting shares.  Annual meetings are held
according to Bahamanian law. Members, their properly appointed proxies
and corporate members representatives are entitled to attend.

There are no limits  to  ownership  of  Company  securities  or to the
exercise of voting  rights.  Disclosure  of  ownership  is governed by
Bahamanian law and any laws operative in the jurisdictions  pertaining
to the owners of the  securities.  The  directors  of the Company may,
without giving a reason, decline to register a transfer of shares.

Material Contracts

The Company has no material  contracts apart from those  pertaining to
its normal business.

Exchange Controls

The Company was registered under the International  Business Companies
Act,  1989 of the  Commonwealth  of the Bahamas (the "IBC Act") in May
1994. As a result of such  registration the Company is exempt from the
provisions  of the Exchange  Control  Regulations  Act of the Bahamas.
Interests in the Registered Securities may be freely transferred among
non-residents of The Bahamas under Bahamian Law.

There are no restrictions  upon the payment of foreign  (non-Bahamian)
currency  dividends,  interest  or other  payments  in  respect of the
Registered Securities.

The Company is not  permitted  to deal in the  currency of the Bahamas
except in an external Bahamian dollar account which can be funded only
with foreign  currency  funds or funds the Company has  permission  to
convert.

None  of  the  Company's   Articles  of  Association,   Memorandum  of
Association  or any other  document,  nor any Bahamian law nor, to the
knowledge of the Company,  any foreign law, imposes limitations on the
right of  non-residents or foreign owners to hold the Company's Common
Stock.

Taxation

No Bahamian income or withholding  taxes are imposed on the payment by
the Company of any principal or interest to any holder of Notes who is
either an  individual  citizen or resident of the United  States or an
entity formed under the laws of the United States.  There is no income
tax treaty currently in effect between the United States and Bahamas.

Documents on Display

The  Company  is  subject  to the  informational  requirements  of the
Securities  Exchange Act of 1934, as amended. In accordance with these
requirements we file reports and other information with the Securities
and Exchange Commission. These materials, including this annual report
and the  accompanying  exhibits  may be  inspected  and  copied at the
public reference facilities  maintained by the Commission at 450 Fifth
Street,  N.W.,  Room  1024,  Washington,  D.C.  20549  and at 500 West
Madison  Street,  Suite 1400,  Northwestern  Atrium  Center,  Chicago,
Illinois  60661.  You may obtain  information  on the operation of the
public reference room by calling 1 (800) SEC-0330,  and you may obtain
copies at prescribed  rates from the Public  Reference  Section of the
Commission at its principal office in Washington,  D.C. 20549. The SEC
maintains a website (http://www.sec.gov.) that contains reports, proxy
and information statements and other information regarding registrants
that file electronically with the SEC. In addition, documents referred
to in this annual report may be inspected at the office of the Manager
at  Par-la-Ville  Place 4th Floor,  14  Par-la-Ville  Road,  Hamilton,
Bermuda   and  at  Room   6/9   One   International   Place,   Boston,
Massachusetts.

Item 11.  Quantitative and Qualitative Disclosures about Market Risk

Quantitative information about market risk

Quantitative information about market risk instruments at December 31,
2001 is as follows:

i)  Serial Loans:

The  principal  balances  of the Serial  Loans bear  interest at rates
ranging  from  7.49% to 7.57%  and  mature  over a  three-year  period
beginning  April 1, 2002.  The loans are  reported  net of the related
discounts,  which  are  amortized  over  the  term of the  loans.  The
outstanding serial loans have the following characteristics:

Maturity date           Interest rate       Principal due
                                             ($ 000's)
April 1, 2002             7.49%               5,210
April 1, 2003             7.55%               5,210
April 1, 2004             7.57%               5,210
                                             15,630

ii)  Term Loans:

The Term Loans bear interest at a rate of 8.52% per annum. Interest is
payable  semi-annually.  Principal  is  repayable on the Term Loans in
accordance with a twelve-year  sinking fund schedule.  The table below
provides the revised  scheduled  sinking fund  redemption  amounts and
final principal payment of the Allocated  Principal Amount of the Term
Loans following  termination of the related Initial Charter on each of
the optional termination dates.

<PAGE>

Scheduled      Charter not Charter     Charter     Charter     Charter
payment date   terminated  terminated  terminated  terminated  terminated
                                 2004        2006       2008        2010
                   $'000        $'000       $'000      $'000       $'000
-------------------------------------------------------------------------
April 1, 2005      3,187        1,640       3,187      3,187       3,187
April 1, 2006      3,187        1,780       3,187      3,187       3,187
April 1, 2007      3,187        1,930       1,700      3,187       3,187
April 1, 2008      3,187        2,090       1,840      3,187       3,187
April 1, 2009      3,187        2,270       2,000      1,690       3,187
April 1, 2010      3,187        2,470       2,170      1,830       3,187
April 1, 2011      3,187        2,680       2,360      1,990       1,510
April 1, 2012      3,187        2,910       2,560      2,160       1,630
April 1, 2013      3,187        3,150       2,770      2,340       1,770
April 1, 2014      3,187        3,420       3,010      2,540       1,930
April 1, 2015      3,182       10,712      10,268      9,754       9,090
-------------------------------------------------------------------------
                  35,052       35,052      35,052     35,052      35,052

Qualitative information about market risk

The Company was organised solely for the purpose of the acquisition of
one Vessel and subsequently entered into a long-term agreement between
the Company and Chevron Transport Corporation.

Item 12.  Description of Securities Other than Equity Securities

Not applicable.

                                PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

Not applicable.


Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds

Not applicable.

Item 15.  Reserved

Item 16.  Reserved

                               PART III

Item 17.    Financial Statements

Not applicable.

Item 18.    Financial Statements

The following financial statements and notes, together with the report
of Ernst & Young,  Independent  Auditors thereon, are filed as part of
this annual report

<PAGE>

     Report of Independent Auditors                             F-1

     Statements of Operations and Retained Earnings for the
     Years Ended December 31, 2001, 2000 and 1999               F-2

     Balance Sheets as of December 31, 2001 and 2000            F-3

     Statements of Cash Flows for the Years Ended               F-4
     December 31, 2001, 2000 and 1999

     Notes to Financial Statements                              F-5

<PAGE>

Report of Independent Auditors


To the Board of Directors
CalPetro Tankers (Bahamas II) Limited


We have audited the  accompanying  balance sheets of CalPetro  Tankers
(Bahamas  II) Limited as of December 31, 2001 and 2000 and the related
statements of  operations  and retained  earnings,  and cash flows for
each of the three years in the period ended  December 31, 2001.  These
financial   statements  are  the   responsibility   of  the  Company's
management.  Our  responsibility  is to  express  an  opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  auditing   standards
generally  accepted in the United States of America.  Those  standards
require  that we plan and  perform  the  audits to  obtain  reasonable
assurance about whether the financial  statements are free of material
misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also  includes  assessing  the  accounting  principles  used and
significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion,  the  financial  statements  referred to above present
fairly, in all material  respects,  the financial position of CalPetro
Tankers  (Bahamas II) Limited at December  31, 2001 and 2000,  and the
results  of its  operations  and its cash  flows for each of the three
years  in the  period  ended  December  31,  2001 in  conformity  with
accounting  principles  generally  accepted  in the  United  States of
America.



Ernst & Young
Chartered Accountants



Douglas, Isle of Man
June 28, 2002


<PAGE>



CalPetro Tankers (Bahamas II) Limited
Statements of Operations and Retained Earnings
(in thousands of US$)

                                           Year        Year      Year
                                           ended       ended     ended
                                           December    December  December
                                           31, 2001    31, 2000  31, 1999
Operating revenues
     Finance lease interest receivable        4,321       4,748     5,171
     Bank interest receivable                   102         106       102
     Recognition of unearned income              75          75        75
     Net operating revenues                   4,498       4,929     5,348
Operating expenses
     Administrative expenses                     64          46        50
     Total operating expenses                    64          46        50
Net operating income  before
amortization                                  4,434       4,883     5,298
     Amortization of loan discount               75          75        75
Net operating income after amortization       4,359       4,808     5,223
Other expenses
     Interest expense                         4,261       4,647     5,030
     Net other expenses                       4,261       4,647     5,030
Net income                                       98         161       193

Retained earnings at the start of the year    1,523       1,362     1,169
Retained  earnings  at  the  end of the year  1,621       1,523     1,362



See accompanying Notes to the Financial Statements

<PAGE>


CalPetro Tankers (Bahamas II) Limited
Balance Sheets
(in thousands of US$)

                                                   As at   As at
                                                December   December
                                                31, 2001   31, 2000
Assets
     Current assets:
     Cash and cash equivalents                     2,920      2,894
     Current  portion of net investment
     in finance lease                              5,190      5,150
     Interest receivable                           1,029      1,136
     Other current assets                             46         46
     Total current assets                          9,185      9,226
     Net investment in finance lease              43,665     48,780
     Loan discount, net of amortization              501        576
     Total assets                                 53,351     58,582

Liabilities and stockholders' equity
     Current liabilities:
     Accrued interest                              1,041      1,157
     Current portion of serial loans               5,210      5,210
     Other current liabilities                         7         10
     Total current liabilities                     6,258      6,377
     Long-term loans                              45,472     50,682
     Total liabilities                            51,730     57,059
     Stockholders' equity:
     Common  stock:  100  shares  of $1
     par value                                        -          -
     Retained earnings                             1,621      1,523
     Total stockholders' equity                    1,621      1,523
     Total liabilities and
     stockholders' equity                         53,351     58,582



See accompanying Notes to the Financial Statements



<PAGE>


CalPetro Tankers (Bahamas II) Limited
Statements of Cash Flows
(in thousands of US$)


                                              Year       Year       Year
                                             ended      ended      ended
                                           December   December   December
                                           31, 2001   31, 2000   31, 1999

Cash flows from operating activities:
     Net income                                98         161        193
     Adjustments to  reconcile   net
     income  to net  cash  provided  by
     operating activities:
         Amortization  of  discount  on
         loans                                 75          75         75
         Recognition of unearned income       (75)        (75)       (75)
         Changes in working capital items:
             Interest receivable              107         106        106
             Other current assets               -          -          -
             Accrued interest               (116)         (91)       (90)
             Other current liabilities        (3)          (5)       (11)
     Net cash provided by operating
     activities                                86         171        198

Cash flows from investing activities:
     Finance lease payments received        5,150       5,109      5,067
     Net  cash  provided  by  investing
     activities                             5,150       5,109      5,067

Cash flows from financing activities:
     Repayments of serial loans            (5,210)     (5,210)    (5,210)
     Net cash  used in financing
     activities                            (5,210)     (5,210)    (5,210)
Net increase in cash and cash
equivalents                                    26          70         55
Cash and cash equivalents at start of
the year                                    2,894       2,824      2,769
Cash and cash equivalents at end of
the year                                    2,920       2,894      2,824




See accompanying Notes to the Financial Statements.

<PAGE>


CalPetro Tankers (Bahamas II) Limited
Notes to the Financial Statements

1.  Basis of Preparation

The company,  which was incorporated in the Bahamas on May 13, 1994 is
one of four companies:  CalPetro Tankers (Bahamas I) Limited, CalPetro
Tankers  (Bahamas III) Limited,  each of which is  incorporated in the
Bahamas,  and CalPetro  Tankers (IOM) Limited which is incorporated in
the  Isle of Man.  Each  of the  Companies  (the  "Owners")  has  been
organized  as a special  purpose  company for the purpose of acquiring
one of four oil tankers (each a "Vessel", together the "Vessels") from
Chevron Transport  Corporation (the "Initial Charterer") and for which
long-term  charter  agreements  have  been  signed  with  the  Initial
Charterer.  California Petroleum Transport Corporation acting as agent
on  behalf of the  Owners  issued as full  recourse  obligations  Term
Mortgage Notes and Serial Mortgage Notes. These statements reflect the
net proceeds  from the sale of the Term Mortgage  Notes  together with
the net  proceeds  from the sale of the Serial  Mortgage  Notes having
been  applied  by way of  long-term  loans to the  Owners  to fund the
acquisition of the Vessels from the Initial Charterer.

2.  Principal Accounting Policies

The  financial  statements  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted  in the United  States.  A
summary of the more  important  accounting  policies,  which have been
consistently applied, is set out below.

(a)    Capital Leases

          The  long-term  charter  agreement  between  the Company and
          Chevron Transport Corporation subsequently transfers all the
          risks and  rewards  associated  with  ownership,  other than
          legal title and  contains  bargain  purchase  options and as
          such is classified as a direct financing lease in accordance
          with Statement of Financial Accounting Standards No. 13.

          Primary  rental income from capital leased  contracts  after
          setting aside amounts for  amortization of the investment in
          finance  leases  over the  primary  period  of the  lease is
          apportioned  between the finance element which is determined
          by  spreading  interest  and  charges  over  the  period  of
          repayment in  proportion to the net cash  investment  and is
          allocated to the Statement of Income and the capital element
          which  reduces  the   outstanding   obligations  for  future
          instalments.

(b)    Interest payable recognition

          Interest  payable on the Term Loans and on the Serial  Loans
          is accrued on a daily basis.

(c)      Discount on Loans

          Discount on issue of the long-term debt which  comprises the
          Term  Loans and  Serial  Loans is being  amortized  over the
          respective  periods to maturity of the debt as  described in
          Note 4.

(d)      Income taxes

          The company is not liable to income taxes in the Bahamas.

CalPetro Tankers (Bahamas II) Limited
Notes to the Financial Statements (continued)

2.  Principal Accounting Policies (continued)

(e)      Cash equivalents

          The company  considers all highly liquid  investments with a
          maturity  date of three months or less when  purchased to be
          cash equivalents.

(f)      Reporting currency

          The  reporting  currency  is  United  States  dollars.   The
          functional currency is United States dollars.

3.  Interest Expense

                                           Year       Year       Year
                                          ended      ended      ended
                                        December   December   December
                                        31, 2001   31, 2000   31, 1999

Long term loans                            4,261      4,647      5,030

4.  Long-Term Loans

                                                      As at      As at
                                                   December   December
                                                   31, 2001   31, 2000

Serial loans                                         15,630     20,840
Term loans                                           35,052     35,052

                                                     50,682     55,892
Less: current portion                                 5,210      5,210
                                                     45,472     50,682
=========================================================================

Serial Loans

The serial loans have the following characteristics:

Maturity date                                       Interest   Principal
                                                       rate          due
                                                                ($ 000's)

April 1, 2002                                          7.49%      5,210
April 1, 2003                                          7.55%      5,210
April 1, 2004                                          7.57%      5,210
                                                                 15,630
===============================================================================

Interest is payable semi-annually.

<PAGE>


CalPetro Tankers (Bahamas II) Limited
Notes to the Financial Statements (continued)

Term Loans

The Term Loans bear interest at a rate of 8.52% per annum. Interest is
payable  semi-annually.  Principal  is  repayable on the Term Loans in
accordance with a twelve-year sinking fund schedule.

The tables below provide the revised scheduled sinking fund redemption
amounts and final principal payment of the Allocated  Principal Amount
of the Term Loans following termination of the related Initial Charter
on each of the optional termination dates.

Scheduled     Charter not     Charter      Charter      Charter     Charter
payment date   terminated  terminated   terminated   terminated  terminated
                                 2004         2006         2008        2010
                    $'000       $'000        $'000        $'000       $'000

April 1, 2005       3,187       1,640        3,187        3,187       3,187
April 1, 2006       3,187       1,780        3,187        3,187       3,187
April 1, 2007       3,187       1,930        1,700        3,187       3,187
April 1, 2008       3,187       2,090        1,840        3,187       3,187
April 1, 2009       3,187       2,270        2,000        1,690       3,187
April 1, 2010       3,187       2,470        2,170        1,830       3,187
April 1, 2011       3,187       2,680        2,360        1,990       1,510
April 1, 2012       3,187       2,910        2,560        2,160       1,630
April 1, 2013       3,187       3,150        2,770        2,340       1,770
April 1, 2014       3,187       3,420        3,010        2,540       1,930
April 1, 2015       3,182      10,712       10,268        9,754       9,090
-------------------------------------------------------------------------------
                   35,052      35,052       35,052       35,052      35,052
===============================================================================

The Term and  Serial  Loans  are  collateralized  by first  preference
mortgage  on the Vessel to  California  Petroleum.  The  earnings  and
insurance  relating  to the  Vessel  have been  collaterally  assigned
pursuant to an  Assignment  of Earnings and  Insurance  to  California
Petroleum,  which in turn has assigned such Assignment of Earnings and
Insurance to the Collateral  Trustee.  The Initial Charter and Chevron
Guarantee  relating  to the  Vessel  have been  collaterally  assigned
pursuant  to the  Assignment  of Initial  Charter  and  Assignment  of
Initial Charter Guarantee to California  Petroleum,  which in turn has
assigned such Assignment to the Collateral Trustee.  The Capital Stock
of the company has been pledged to  California  Petroleum  pursuant to
the Stock Pledge Agreement.

<PAGE>
Item 19.  Exhibits

1.1*  Certificate  of  Incorporation  and Memorandum of Association of
CalPetro  Tankers  (Bahamas II) Limited,  incorporated by reference to
Exhibit 3.3 in the Registration Statement of CalPetro Tankers (Bahamas
I) Limited,  CalPetro Tankers  (Bahamas II) Limited,  CalPetro Tankers
(Bahamas  III)  Limited,  and CalPetro  Tankers  (IOM)  Limited  filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.

1.2* Articles of Association of CalPetro Tankers (Bahamas II) Limited,
incorporated by reference to Exhibit 3.4 in the Registration Statement
of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
Limited,  CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers
(IOM)  Limited  filed  November  9,  1994 on Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

2.1* Form of Term Indenture  between  California  Petroleum  Transport
Corporation  and Chemical  Trust Company of  California,  as Indenture
Trustee,  incorporated by reference to Exhibit 4.1 in the Registration
Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas III)  Limited,  and
CalPetro  Tankers (IOM)  Limited filed  November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

2.2* Form of Term Mortgage Notes, incorporated by reference to Exhibit
4.2 in the  Registration  Statement  of CalPetro  Tankers  (Bahamas I)
Limited,  CalPetro  Tankers  (Bahamas  II) Limited,  CalPetro  Tankers
(Bahamas  III)  Limited,  and CalPetro  Tankers  (IOM)  Limited  filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.3* Form of Bahamian Statutory Ship Mortgage and Deed of Covenants by
[CalPetro Tankers (Bahamas I) Limited], [CalPetro Tankers (Bahamas II)
Limited] to California Petroleum Transport Corporation  (including the
form of  assignment  of such  Mortgage  to Chemical  Trust  Company of
California,  as Collateral Trustee, by California  Petroleum Transport
Corporation),   incorporated  by  reference  to  Exhibit  4.4  in  the
Registration  Statement  of  CalPetro  Tankers  (Bahamas  I)  Limited,
CalPetro Tankers (Bahamas II) Limited,  CalPetro Tankers (Bahamas III)
Limited,  and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.4* Form of  Assignment  of Initial  Charter  Guarantee  by [CalPetro
Tankers (Bahamas I) Limited]  [CalPetro  Tankers (Bahamas II) Limited]
[CalPetro  Tankers  (IOM)  Limited]  [CalPetro  Tankers  (Bahamas III)
Limited] to California Petroleum Transport Corporation  (including the
form of  Collateral  Assignment of such Initial  Charter  Guarantee to
Chemical  Trust  Company of  California,  as  Collateral  Trustee,  by
California Petroleum Transport Corporation), incorporated by reference
to Exhibit  4.7 in the  Registration  Statement  of  CalPetro  Tankers
(Bahamas I) Limited,  CalPetro Tankers (Bahamas II) Limited,  CalPetro
Tankers  (Bahamas  III)  Limited,  and CalPetro  Tankers (IOM) Limited
filed  November 9, 1994 on Forms S-3,  S-1 and F-1,  Registration  No.
33-79220.

2.5* Form of  Assignment  of Earnings and  Insurances  from  [CalPetro
Tankers (Bahamas I) Limited]  [CalPetro  Tankers (Bahamas II) Limited]
[CalPetro  Tankers  (IOM)  Limited]  [CalPetro  Tankers  (Bahamas III)
Limited] to California Petroleum Transport  Corporation,  incorporated
by reference to Exhibit 4.8 in the Registration  Statement of CalPetro
Tankers  (Bahamas I) Limited,  CalPetro  Tankers (Bahamas II) Limited,
CalPetro  Tankers  (Bahamas III) Limited,  and CalPetro  Tankers (IOM)
Limited filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration
No. 33-79220.

2.6* Form of  Assignment  of Initial  Charter from  [CalPetro  Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM)  Limited[  [CalPetro  Tankers  (Bahamas III) Limited] to
California  Petroleum  Transport  Corporation  (including  the form of
Collateral  Assignment  of such  Initial  Charter  to  Chemical  Trust
Company of California,  as Collateral Trustee, by California Petroleum
Transport  Corporation),  incorporated  by reference to Exhibit 4.9 in
the  Registration  Statement of CalPetro  Tankers (Bahamas I) Limited,
CalPetro Tankers (Bahamas II) Limited,  CalPetro Tankers (Bahamas III)
Limited,  and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.7* Form of Management  Agreement  between P.D. Gram & Co., A.S., and
[CalPetro Tankers (Bahamas I) Limited]  [CalPetro Tankers (Bahamas II)
Limited]  [CalPetro Tankers (IOM) Limited]  [CalPetro Tankers (Bahamas
III)  Limited],  incorporated  by  reference  to  Exhibit  4.10 in the
Registration  Statement  of  CalPetro  Tankers  (Bahamas  I)  Limited,
CalPetro Tankers (Bahamas II) Limited,  CalPetro Tankers (Bahamas III)
Limited,  and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.8* Form of Assignment of Management Agreement from [CalPetro Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM)  Limited]  [CalPetro  Tankers  (Bahamas  III)  Limited],
incorporated  by  reference  to  Exhibit  4.11  in  the   Registration
Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas III)  Limited,  and
CalPetro  Tankers (IOM)  Limited filed  November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

2.9*  Form of  Serial  Loan  Agreement  between  California  Petroleum
Transport  Corporation  and  [CalPetro  Tankers  (Bahamas  I) Limited]
[CalPetro  Tankers  (Bahamas  II)  Limited]  [CalPetro  Tankers  (IOM)
Limited]  [CalPetro  Tankers  (Bahamas III) Limited],  incorporated by
reference  to Exhibit 4.12 in the  Registration  Statement of CalPetro
Tankers  (Bahamas I) Limited,  CalPetro  Tankers (Bahamas II) Limited,
CalPetro  Tankers  (Bahamas III) Limited,  and CalPetro  Tankers (IOM)
Limited filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration
No. 33-79220.

2.10*  Form  of  Term  Loan  Agreement  between  California  Petroleum
Transport  Corporation  and  [CalPetro  Tankers  (Bahamas  I) Limited]
[CalPetro  Tankers  (Bahamas  II)  Limited]  [CalPetro  Tankers  (IOM)
Limited]  [CalPetro  Tankers  (Bahamas III) Limited],  incorporated by
reference  to Exhibit 4.13 in the  Registration  Statement of CalPetro
Tankers  (Bahamas I) Limited,  CalPetro  Tankers (Bahamas II) Limited,
CalPetro  Tankers  (Bahamas III) Limited,  and CalPetro  Tankers (IOM)
Limited filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration
No. 33-79220.

2.11*  Form  of  Collateral  Agreement  between  California  Petroleum
Transport Corporation [CalPetro Tankers (Bahamas I) Limited] [CalPetro
Tankers  (Bahamas  II)  Limited]   [CalPetro  Tankers  (IOM)  Limited]
[CalPetro Tankers (Bahamas III) Limited],  the Indenture Trustee under
the Serial  Indenture,  the Indenture Trustee under the Term Indenture
and Chemical  Trust  Company of  California,  as  Collateral  Trustee,
incorporated  by  reference  to  Exhibit  4.14  in  the   Registration
Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas III)  Limited,  and
CalPetro  Tankers (IOM)  Limited filed  November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

2.12* Form of Issue of One Debenture from [CalPetro  Tankers  (Bahamas
I) Limited]  [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers
(IOM) Limited]  [CalPetro Tankers (Bahamas III) Limited] to California
Petroleum Transport Corporation,  incorporated by reference to Exhibit
4.15 in the  Registration  Statement of CalPetro  Tankers  (Bahamas I)
Limited,  CalPetro  Tankers  (Bahamas  II) Limited,  CalPetro  Tankers
(Bahamas  III)  Limited,  and CalPetro  Tankers  (IOM)  Limited  filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.

4.1*  Form  of  Initial  Charter  Guarantee  by  Chevron  Corporation,
incorporated  by  reference  to  Exhibit  10.1  in  the   Registration
Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas III)  Limited,  and
CalPetro  Tankers (IOM)  Limited filed  November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

4.2*  Form of  Bareboat  Initial  Charter  between  [CalPetro  Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM) Limited]  [CalPetro  Tankers  (Bahamas III) Limited] and
Chevron  Transport  Corporation,  incorporated by reference to Exhibit
10.2 in the  Registration  Statement of CalPetro  Tankers  (Bahamas I)
Limited,  CalPetro  Tankers  (Bahamas  II) Limited,  CalPetro  Tankers
(Bahamas  III)  Limited,  and CalPetro  Tankers  (IOM)  Limited  filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.

4.3* Form of  Vessel  Purchase  Agreement  between  [CalPetro  Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM) Limited]  [CalPetro  Tankers  (Bahamas III) Limited] and
Chevron  Transport  Corporation  (including  the form of Assignment of
such Vessel  Purchase  Agreement to California  Petroleum  Transport),
incorporated  by  reference  to  Exhibit  10.3  in  the   Registration
Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas III)  Limited,  and
CalPetro  Tankers (IOM)  Limited filed  November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

10.1*  Powers of  Attorney  for  directors  and  certain  officers  of
CalPetro  Tankers  (Bahamas II) Limited,  incorporated by reference to
Exhibit  24.1  in  the  Registration  Statement  of  CalPetro  Tankers
(Bahamas I) Limited,  CalPetro Tankers (Bahamas II) Limited,  CalPetro
Tankers  (Bahamas  III)  Limited,  and CalPetro  Tankers (IOM) Limited
filed  November 9, 1994 on Forms S-3,  S-1 and F-1,  Registration  No.
33-79220.

* Incorporated by reference to the filing indicated.

<PAGE>



                              SIGNATURES

Subject to the requirements of Section 13 or 15(d) 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.


                 CalPetro Tankers (Bahamas II) Limited



                    /s/ Alexandra Kate Blankenship


                      Alexandra Kate Blankenship
                               Director






Date:    June 29, 2002


02089.0006 #334685