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, 2003
                         ------------------------------------------------------

                                       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
-------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)


     Suite 4350, One International Place, Boston, Massachusetts, 02101-2624
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                    (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
 ------------------------------------------------------------------------------

 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
-------------------------------------------------------------------------------

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                                            Not applicable
  Item 2.   Offer Statistics and Expected Timetable             Not applicable
  Item 3.   Key Information                                          2
  Item 4.   Information on the Company                               6
  Item 5.   Operating and Financial Review and Prospects            15
  Item 6.   Directors, Senior Management and Employees              16
  Item 7.   Major Shareholders and Related Party Transactions       17
  Item 8.   Financial Information                                   18
  Item 9.   The Offer and Listing                                   18
  Item 10.  Additional Information                                  18
  Item 11.  Quantitative and Qualitative Disclosures about
            Market Risk                                             20
  Item 12.  Description of Securities Other than Equity
            Securities                                              21

PART II

  Item 13.  Defaults, Dividend Arrearages and Delinquencies         21
  Item 14   Material Modifications to the Rights of Security
            Holders and Use of Proceeds                             21
  Item 15   Controls and Procedures                                 21
  Item 16A. Audit Committee Financial Expert                        21
  Item 16B. Code of Ethics                                          22
  Item 16C. Principal Accountant Fees and Services                  22
  Item 16D. Exemptions from the Listing Rules for Audit
            Committees                                          Not applicable
PART III

  Item 17   Financial Statements                                Not applicable
  Item 18.  Financial Statements                                    23
  Item 19.  Exhibits                                                23


<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 (the "Company") 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 statement of operations and retained earnings data of the Company
with respect to the fiscal years ended December 31, 2003, 2002 and 2001, and the
selected balance sheet data at December 31, 2003 and 2002, 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
statement of operations and retained earnings data with respect to the years
ended December 31, 2000 and 1999 and the selected balance sheet data at December
31, 2001, 2000 and 1999 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 US dollars.

<TABLE>
<CAPTION>
                                                                Year ended December 31,

                                              2003           2002            2001            2000             1999
<S>                                           <C>             <C>             <C>             <C>             <C>

                                                   (U.S. Dollars in thousands except per share data)

 Statement   of   operations and
 retained earnings data:

 Net operating revenues                     3,586           4,062           4,498           4,929            5,348
 Net (loss) / income                          (56)             57              98             161              193
 Per share data:
 Dividends per share                            -               -               -               -                -
 Balance sheet data:
 Total assets                              42,770          48,102          53,351          58,582           63,727
 Long term liabilities (1)                 40,262          45,472          50,682          55,892           61,102

 Stockholder's equity                       1,622           1,678           1,621           1,523            1,362
</TABLE>


(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 (the "Vessel") is currently operated under a bareboat charter (the
"Charter") to Chevron Transport Corporation (the "Initial Charterer"). The
Charter has a term expiring on April 1, 2015, subject to the fact that the
Initial Charterer has an option to terminate the Charter earlier on four
specified dates. The first option to terminate is on April 1, 2004 and
subsequent options exist on each of the three subsequent two-year anniversaries
thereof. Notice of the intention to exercise the option to terminate the Charter
must be given at least twelve months in advance for the first Optional
Termination Date and seven months in advance for subsequent Optional Termination
Dates.

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 be  terminated  in April  2004,  we may incur
additional  expenses  and not be able to  recharter  our Vessel profitably

CalPetro Tankers (Bahamas II) Limited was 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 (together the "Owners"). Each of the Owners 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 (together 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 Owners to fund the acquisition of the Vessels from the Chevron
Transport Corporation. The Company was allocated $46,620,000 of the Serial Loans
and $35,052,000 of the Term Loans and acquired its 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.
Notice of the intention to exercise the option to terminate must be given at
least twelve months in advance for the first Optional Termination Date and seven
months in advance for subsequent Optional Termination dates. To date, we have
not received any notice of Chevron's intention to terminate.

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

In the event Chevron Transport Corporation does terminate the 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 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 labour 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 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
Charter or in the event the 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 ChevronTexaco
Corporation

We are highly dependent on the due performance by Chevron Transport Corporation
of its obligations under the Charter and by its guarantor, ChevronTexaco
Corporation, of its obligations under its guarantee. A failure by Chevron
Transport Corporation or ChevronTexaco Corporation to perform their obligations
could result in our inability to service the Serial and Term Loans. If the Notes
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 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 the holders of the Notes.

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 the Vessel. Requisition for
title occurs when a government takes control of a vessel and becomes her owner.
Also, a government could requisition the 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 the 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, 2003, we had $40.3 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 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

The activity of the Company is 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 was incorporated in the Bahamas on May 13,
1994 together with two other companies: CalPetro Tankers (Bahamas I) Limited and
CalPetro Tankers (Bahamas III), and in addition CalPetro Tankers (IOM) Limited
is incorporated in the Isle of Man. Together these companies are referred to as
the Owners. Each of the Owners was 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. California Petroleum Transport
Corporation, a Delaware corporation, acting as agent on behalf of the Owners,
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 (together
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 Owners to fund the acquisition of the Vessels from the Chevron
Transport Corporation. The Company was allocated $46,620,000 of the Serial Loans
and $35,052,000 of the Term Loans and acquired its Vessel, the ALTAIR VOYAGER
(ex CONDOLEEZA RICE, renamed April 2001), as described below. The Company
engages in no business other than the ownership and chartering of its Vessel and
activities resulting from or incidental to such ownership and chartering.

The Company is 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, a Cayman Islands company ("ITC"). On the same
date, all of the issued and outstanding shares of ITC were sold to Frontline
Ltd. ("Frontline"), a publicly listed Bermuda company.

Pursuant to a share purchase agreement dated December 23, 1998, as amended on
March 4, 1999, Frontline sold, effective July 1, 1999, all of the issued and
outstanding shares of ITC to Hemen Holding Limited, 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. On
July 1, 2003, Frontline entered into an option agreement with Hemen to acquire
all shares in ITC. This option was exercised effective May 27, 2004.


Overview of the Business

The Company's Vessel is a 130,000-deadweight tonne ("dwt") Suezmax oil tanker,
called the ALTAIR VOYAGER (ex CONDOLEEZA RICE, renamed April 2001), which was
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. The Vessel has been chartered back to Chevron Transport Corporation. The
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. The Initial
Charterer is principally engaged in the marine transportation of oil and refined
petroleum products. The Initial Charterer'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 the Company that it expects to use the Vessel worldwide as permitted
under the Charter. The obligations of the Initial Charterer under the Charter
are guaranteed by ChevronTexaco Corporation, a major international oil company,
pursuant to a guarantee (the "Chevron Guarantee"). The Initial Charterer is an
indirect, wholly owned subsidiary of Chevron.

The Vessel is a double-hull oil carrier and is presently registered under the
Bahamian flag. The 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 Chevrontexaco Corporation's subsidiaries. The builder of ALTAIR VOYAGER
was 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, 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 Charter is terminated by the
Initial Charterer, the Manager (Frontline), 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.

The International Tanker Market

International sea borne 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 sea borne 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 the 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 the vessel
at the termination or expiration of the current charter.

The year 2003 started with extremely strong charter rates which were mainly
driven by factors such as the strike in Venezuela which resulted in longer haul
imports, a cold winter in the northern hemisphere resulting in increased demand
for heating oil and increased consumption in the Far East especially China, all
of which have resulted in spot market rates being significantly stronger than in
2002. Suezmax rates have fluctuated over the year ranging from $17,000 per day
to $40,000 per day.

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. Spot market rates are volatile and generally linked to global economic
development and especially demand for oil but also to political events affecting
oil producing countries.

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 (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.

The Vessel will be maintained during the term of the 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 Charter. The Charter requires the Initial Charterer to return
the Vessel on termination of the Charter "in class" under the rules of the
American Bureau of Shipping (or another classification society previously
approved by the Company). In addition, the Company has the right to inspect the
Vessel and to require surveys upon redelivery, and the Initial Charterer will be
responsible for making or compensating the Company 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, labour strikes and other circumstances or events. Pursuant to
the Initial Charter, the Vessel may be operated through the world in any lawful
trade for which the Vessel 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 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 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 the Company 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 Charter, indemnify the Company 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 the Company to the extent losses, damages or
expenses are incurred by the Company relating to oil or other pollution damage
as a result of the operation of the Vessel by the Initial Charterer.

Environmental and Other Regulations

International conventions and national, state and local laws and regulations of
the jurisdictions where our tanker operates or is registered significantly
affect the ownership and operation of our tanker. We believe we are currently in
substantial compliance with applicable environmental and regulatory laws
regarding the ownership and operation of our tanker. However, because existing
laws may change or new laws may be implemented, we cannot predict the ultimate
cost of complying with all applicable requirements or the impact they will have
on the resale value or useful lives of our tanker. Future non-compliance could
require us to incur substantial costs or to temporarily suspend operation of our
tanker.

We believe the heightened environmental and quality concerns of insurance
underwriters, regulators and charterers are leading to greater inspection and
safety requirements on all vessels and creating an increasing demand for modern
vessels that are able to conform to the stricter environmental standards. We
maintain high operating standards for our tanker that emphasizes operational
safety, quality maintenance, continuous training of our crews and officers and
compliance with United States and international regulations. Our tanker is
subject to scheduled and unscheduled inspections by a variety of governmental
and private entities, including local port authorities, classification
societies, flag state administration or country of registry, and charterers,
particularly terminal operators and major oil companies, which conduct frequent
vessel inspections. Each of these entities may have unique requirements that we
must comply with.

Environmental Regulation--IMO.

The United Nation's International Maritime Organization, or IMO, has adopted
regulations that set forth pollution prevention requirements for tankers. These
regulations, which have been implemented in many jurisdictions in which our
tanker operates, provide, in part, that:

         o        25-year old tankers must be of double-hull construction or of
                  a mid-deck design with double-sided construction, unless:

                  (1)  they have wing tanks or  double-bottom  spaces not used
                       for the  carriage of oil which cover at least 30% of the
                       length of the cargo tank section of the hull or bottom;
                       or

                  (2)  they are capable of hydrostatically balanced loading,
                       which means that they are loaded in such a way that
                       if the hull is breached, water flows into the tanker,
                       displacing oil upwards instead of into the sea

         o        30-year old tankers must be of double-hull construction or
                  mid-deck design with double-sided construction.

Also under IMO regulations, a tanker must be of double-hull construction or a
mid-deck design with double-sided construction, or be of another approved design
ensuring the same level of protection against oil pollution, if the tanker:

         o        is the subject of a contract for a major conversion or
                  original construction on or after July 6, 1993;

         o        commences a major conversion or has its keel laid on or after
                  January 6, 1994; or

         o        completes a major conversion or is a newbuilding delivered on
                  or after July 6, 1996.

Effective September 2002, the IMO accelerated its existing timetable for the
phase-out of single hull oil tankers. These regulations require the phase-out of
most single hull oil tankers by 2015 or earlier, depending on the age of the
tanker and whether it has segregated ballast tanks. After 2007, the maximum
permissible age for single hull tankers will be 26 years. As a result of the oil
spill in November 2002 relating to the loss of the m.t. Prestige, which was
owned by a company not affiliated with us, in December 2003 the Marine
Environmental Protection Committee of the IMO adopted a proposed amendment to
the International Convention for the Prevention of Pollution from Ships to
accelerate the phase out of single hull tankers from 2015 to 2010 unless the
relevant flag states extend the date to 2015. This proposed amendment will come
into effect in April 2005 unless objected to by a sufficient number of member
states. Our tanker is double hulled and therefore complies with the new IMO
regulations.

The IMO has also negotiated international conventions that impose liability for
oil pollution in international waters and a signatory's territorial waters. In
September 1997, the IMO adopted Annex VI to the International Convention for the
Prevention of Pollution from Ships to address air pollution from ships. Annex VI
was ratified at the end of 2003, and becomes effective 12 months after
ratification. Annex VI, when it becomes effective, will set limits on sulphur
oxide and nitrogen oxide emissions from ship exhausts and prohibit deliberate
emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI
also includes a global cap on the sulphur content of fuel oil and allows for
special areas to be established with more stringent controls on sulphur
emissions. Compliance with these regulations could require the installation of
expensive emission control systems. 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.

The IMO's International Safety Management Code, or ISM Code, also affects our
operations. The ISM Code requires the party with operational control of a vessel
to develop a 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 ISM 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
tanker has received its safety management certificate.

Non-compliance with the ISM Code and other IMO regulations may subject the
vessel owner or a bareboat charterer to increased liability, may lead to
decreases in available insurance coverage for affected vessels and may result in
a tankers 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 continues to review and introduce new regulations. It is impossible to
predict what additional regulations, if any, may be passed by the IMO and what
effect, if any, such regulations might have on the operation of oil tankers

Environmental Regulation--OPA/CERCLA

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 United States or
its territories or possessions, or whose vessels operate in the waters of the
United States, which include the United States territorial waters and the two
hundred nautical mile exclusive economic zone of the United States. The
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
which also impacts our operations, applies to the discharge of hazardous
substances whether on land or at sea.

Under OPA, vessel owners, operators and bareboat or "demise" charterers are
"responsible parties" who are liable regardless of fault, individually and as a
group, for all containment costs, clean-up costs and for other damages arising
from oil spills from their vessels. These other damages may include injury to
natural resources and real and personal property, loss of subsistence use of
natural resources, the loss of taxes, rents, royalties, profits and earnings
capacity resulting from an oil spill and the cost of public services
necessitated by an oil spill. OPA limits a responsible party's liability to the
greater of $1,200 per gross ton or $10 million per vessel over 3,000 gross tons,
subject to 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 that have enacted this type of legislation have
not yet issued implementing regulations defining tanker owners' responsibilities
under these laws.

CERCLA, which applies to owners and operators of vessels, contains a liability
regime similar to OPA 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
wilful misconduct. These limits do not apply if the responsible party fails or
refuses to report the incident or to co-operate 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 tanker will call.

OPA requires owners and operators of vessels to establish and maintain with the
U.S. Coast Guard evidence of financial responsibility sufficient to meet the
limit of their aggregate potential strict liability under OPA and CERCLA. The
U.S. 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
must 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.

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 or unloading with the aid of another vessel, a process
referred to as "lightering," within authorized lightering zones more than 60
miles offshore.

Environmental Regulation--Other

Although the United States is not a party to these conventions, many countries
have ratified and follow the liability plan adopted by the IMO and set out in
the International Convention on Civil Liability for Oil Pollution Damage of 1969
and the Convention for the Establishment of an International Fund for Oil
Pollution of 1971. Under these conventions, and depending on whether the country
in which the damage results is a party to the 1992 Protocol to the International
Convention on Civil Liability for Oil Pollution Damage, a vessel's registered
owner is strictly liable for pollution damage caused in the territorial waters
of a contracting state by discharge of persistent oil, subject to certain
complete defences. Under an amendment that became effective November 1, 2003 for
vessels of 5,000 to 140,000 gross tons (a unit of measurement for the total
enclosed spaces within a vessel), liability will be limited to approximately
$6.7 million plus $938 for each additional gross ton over 5,000. For vessels of
over 140,000 gross tons, liability will be limited to approximately $133.4
million. The current maximum amount is approximately $81.2 million. As the
convention calculates liability in terms of a basket of currencies, these
figures are based on currency exchange rates on January 2, 2004. The right to
limit liability is forfeited under the International Convention on Civil
Liability for Oil Pollution Damage 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 that are
parties to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the International Convention on
Civil Liability for Oil Pollution Damage has not been adopted, various
legislative schemes or common law governs, and liability is imposed either on
the basis of fault or in a manner similar to that convention. We believe that
our P&I insurance covers the liability under the plan adopted by the IMO.

In July 2003, in response to the m.t. Prestige oil spill in November 2002, the
European Union adopted legislation that prohibits all single hull tankers from
entering into its ports or offshore terminals by 2010. The European Union has
also banned all single hull tankers carrying heavy grades of oil from entering
or leaving its ports or offshore terminals or anchoring in areas under its
jurisdiction. Commencing in 2005, certain single hull tankers above 15 years of
age will also be restricted from entering or leaving European Union ports or
offshore terminals and anchoring in areas under European Union jurisdiction. The
European Union is considering legislation that would: (1) ban manifestly
sub-standard vessels (defined as those over 15 years old that have been detained
by port authorities at least twice in a six month period) from European waters
and create an obligation of port states to inspect vessels posing a high risk to
maritime safety or the marine environment; and (2) provide the European
Commission with greater authority and control over classification societies,
including the ability to seek to suspend or revoke the authority of negligent
societies. The sinking of the m.t. Prestige and resulting oil spill in November
2002 has lead to the adoption of other environmental regulations by certain
European Union nations, which could adversely affect the remaining useful lives
of all of our tankers and our ability to generate income from them. For example,
Italy announced a ban of single-hull crude oil tankers over 5,000 dwt from most
Italian ports, effective April 2003. Spain has announced a similar prohibition.
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.

In addition, most U.S. states that border a navigable waterway have enacted laws
that impose strict liability for clean-up costs and damages resulting from a
discharge of oil or a release of a hazardous substance. As permitted by OPA,
these state laws may provide for unlimited liability for oil spills occurring
within their boundaries.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security. On November 25, 2002, the
Maritime Transportation Security Act of 2002 (MTSA) came into effect. To
implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard
issued regulations requiring the implementation of certain security requirements
aboard vessels operating in waters subject to the jurisdiction of the United
States. Similarly, in December 2002, amendments to the International Convention
for the Safety of Life at Sea (SOLAS) created a new chapter of the convention
dealing specifically with maritime security. The new chapter is scheduled to go
into effect in July 2004 and will impose various detailed security obligations
on vessels and port authorities, most of which are contained in the newly
created International Ship and Port Facilities Security (ISPS) Code. Among the
various requirements are:

         o      on-board  installation of automatic  information  systems, or
                AIS, to enhance  vessel-to-vessel  and vessel-to-shore
                communications;

         o      on-board installation of ship security alert systems;

         o      the development of vessel security plans; and

         o      compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime
security standards, exempt non-U.S. tankers from MTSA vessel security measures
provided such vessels have on board, by July 1, 2004, a valid International Ship
Security Certificate (ISSC) that attests to the vessel's compliance with SOLAS
security requirements and the ISPS Code. The Manager will implement the various
security measures addressed by the MTSA, SOLAS and the ISPS Code and ensure that
our tankers attain compliance with all applicable security requirements within
the prescribed time periods. We do not believe these additional requirements
will have a material financial impact on our operations.

Organisational Structure

As described above, and also in Item 7. Major Shareholders, and Related Party
Transactions, the Company is a wholly owned subsidiary of California Tankers
Investments Limited, a company organized under the laws of the Bahamas, which is
a wholly-owned subsidiary of ITC. Frontline ultimately controls the Company as
described in more detail in Item 4.

Property, Plants and Equipment

Other than the Vessel described above, the Company does not have any property.

Item 5.  Operating and Financial Review and Prospects

Operating results

Year ended December 31, 2003 compared with the year ended December 31, 2002

Total Revenues
Finance lease interest income for the year ended December 31, 2003 amounted to
$3,457,000, compared with $3,891,000 for the year ended December 31, 2002.
Interest income has fallen in line with expectations. As the value of the
finance lease falls on annual basis, so does the interest received on the
finance leases.

Expenses
Interest payable on the Term and the Serial Loans amounted to $3,489,000 for the
year ended December 31, 2003. The amortization of discount on loans for the
period amounted to $75,000. The Company amortises the discount over the life of
the Term and Serial Loans. The corresponding figures for the period to December
31, 2002 were $3,872,000 and $75,000, respectively. Interest payable has fallen
in line with expectations, with interest payable falling in line with the loan
outstanding in the year.

Year ended December 31, 2002 compared with the year ended December 31, 2001

Total Revenues
Finance lease interest income for the year ended December 31, 2002 amounted to
$3,891,000, compared with $4,321,000 for the year ended December 31, 2001.
Interest income has fallen in line with expectations. As the value of the
finance lease falls on annual basis, so does the interest received on the
finance leases.

Expenses
Interest payable on the Term and Serial Loans amounted to $3,872,000 for the
year ended December 31, 2002. The amortization of discount on loans for the
period amounted to $75,000. The Company amortises the discount over the life of
the Term and Serial loans. The corresponding figures for the period to December
31, 2001 were $4,261,000 and $75,000, respectively. Interest payable has fallen
in line with expectations, with interest payable falling in line with the loan
outstanding in the year.

Liquidity and Capital Resources

As set forth above, revenues from the Initial Charter are sufficient to pay the
Company's obligations under the Term and Serial Loans. The Initial Charterer may
elect to terminate the Charter on specified termination dates commencing in
2004. If the 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.

Off-balance Sheet Arrangements
The company has no off-balance sheet arrangements that have or are reasonably
likely to have a material current effect or that are reasonably likely to have a
material future effect on our financial condition, revenues or expenses,
liquidity, capital expenditures or capital reserves.

Critical Accounting Policies

The Company's principal accounting policies are described in Note 2 to the
financial statements, which is included in Item 18 of this Form 20-F. The most
critical accounting policies include:

o        Accounting for financing leases as lessor
o        Revenue and expense recognition


Trend Information

It is expected that as the Vessel ages, the charter income will be reduced. In
line with this effect, the interest payable on the Serial and Term Loans
financing the ship will also be reduced as the principal is repaid. Thus, there
is a consistent reduction in income, expenses and net assets employed by the
Company. However, cash flows should be adequate to service the debt load.
Clearly there will always be some uncertainty within the business because of the
nature of the tanker business. However over the past couple of years, the
charter rates have been at a level such that the Company has been able to
service its debt. The structure of debt and charterhire agreements, including
provision for early termination, provides the Company with a clear future.

Recently Issued Accounting Standards

In December 2003, the Financial Accounting Standards Board issued Interpretation
No. 46R, Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51 ("the Interpretation"), which replaces Interpretation No. 46, issued in
January 2003. The Interpretation addresses the consolidation of business
enterprises (variable interest entities) to which the usual condition (ownership
of a majority voting interest) of consolidation does not apply. This
Interpretation focuses on financial interests that indicate control. It
concludes that in the absence of clear control through voting interests, a
company's exposure (variable interest) to the economic risks and potential
rewards from the variable interest entity's assets and activities are the best
evidence of control. Variable interests are rights and obligations that convey
economic gains or losses from changes in the value of the variable interest
entity's assets and liabilities. Variable interests may arise from financial
instruments, service contracts, and other arrangements. If an enterprise holds a
majority of the variable interests of an entity, it would be considered the
primary beneficiary. The primary beneficiary would be required to include
assets, liabilities, and the results of operations of the variable interests
entity in its financial statements. Adoption of the interpretation is not
expected to have a significant impact on the financial statements.

Item 6.  Directors, Senior Management and Employees

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

                                   Age          Position

Tor Olav Tr0im                      41         Director and President
Kate Blankenship                    39         Director and Secretary

Tor Olav Tr0im has been a Director of CalPetro Tankers (Bahamas II) Limited
since 1998. He has been Vice-President and a director of Frontline since
November 3, 1997. He previously served as Deputy Chairman of Frontline from July
4, 1997. Mr. Tr0im also serves as a director of Ship Finance International
Limited, a subsidiary of Frontline and since May 2000, has been a director and
Vice-Chairman of Knightsbridge Tankers Limited ("Knightsbridge"). He is a
director of Aktiv Inkasso ASA and Northern Oil ASA, both Norwegian Oslo Stock
Exchange listed companies and Northern Offshore Ltd., a Bermuda company listed
on the Oslo Stock Exchange. Prior to his service with Frontline, from January
1992, Mr. Tr0im served as Managing Director and a member of the Board of
Directors of DNO AS, a Norwegian oil company. Mr. Tr0im has served as a director
of Golar LNG Limited since May 2001.

Kate Blankenship has been a Director of CalPetro Tankers (Bahamas II) Limited
since 1998. She is Chief Accounting Officer and Company Secretary of Frontline
and has been a director of Frontline since 2003. Mrs Blankenship also serves as
a director of Ship Finance International Limited, a subsidiary of Frontline.
Prior to joining Frontline, she was a Manager with KPMG Peat Marwick in Bermuda.
She is a member of the Institute of Chartered Accountants in England and Wales.
Mrs. Blankenship has been Chief Financial Officer of Knightsbridge since April
2000 and Secretary of Knightsbridge since December 2000. Mrs. Blankenship has
been a director of Golar LNG Limited since 2003.

Compensation

During the year ended December 31, 2003, 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

There are no employees apart from the directors detailed above.

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
The Company is a wholly owned subsidiary of California Tankers Investments
Limited, a company organized under the laws of the Bahamas, which is a
wholly-owned subsidiary of ITC. Frontline ultimately controls the Company as
described in more detail in Item 4. All the issued and outstanding shares of
capital stock of the Company are beneficially owned by ITC and have been pledged
to the Chase Manhattan Trust Company of California (the "Collateral Trustee") as
part of the collateral for the Notes. ITC 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

Frontline, the ultimate parent (see Item 4), manages the Company. In 2003,
$34,903 was paid to Frontline for management of the Company.

Item 8.  Financial Information

Consolidated Financial Statements and Notes

See Item 18 below.

Legal Proceedings

We are not a party to any material pending legal proceedings. In future, we may
be subject to legal proceedings and claims in the ordinary course of business.
Those claims, even if lacking merit, could result in the expenditure by us of
significant financial and managerial resources.

Item 9.  The Offer and Listing

Not applicable.

Item 10.  Additional Information

Memorandum and Articles of Association

The Company is No. 23064B in the Bahamian 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
stockholders. 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 stockholders 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 Bahamian
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 Bahamian 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 shares of 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 Suite 4350 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, 2003 is
as follows:

i) Serial Loans:

The principal balances of the Serial Loans bears interest at rates 7.57% and
matures on April 1, 2004. 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, 2004                                7.57%               5,210
 ===================== ================== ================= ===================

ii) Term Loans:

The Term Loans bear interest at a rate of 8.52% per annum. Interest is payable
semi-annually on April 1 and October 1. 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.

<TABLE>
<CAPTION>

    Scheduled               Charter not            Charter           Charter            Charter            Charter
    payment date            terminated             terminated 2004   terminated 2006    terminated 2008    terminated 2010

                                $'000                $'000             $'000              $'000              $'000
<S>                          <C>                    <C>               <C>                <C>                <C>
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                 2,910             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

</TABLE>

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.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this report, the Company carried
     out an evaluation, under the supervision and with the participation of the
     Company's manager Frontline Ltd, including the Company's President and
     Principal Financial Officer, of the effectiveness of the design and
     operation of the Company's disclosure controls and procedures pursuant to
     Exchange Act Rule 13a-14. Based upon that evaluation, the President and
     Principal Financial Officer concluded that the Company's disclosure
     controls and procedures are effective in alerting them timely to material
     information relating to the Company required to be included in the
     Company's periodic SEC filings.

(b) Changes in internal controls

     There have been no significant changes in our internal controls or in other
     factors that could have significantly affected those controls subsequent to
     the date of our most recent evaluation of internal controls, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Item 16A. Audit Committee Financial Expert

The Company's equity is neither listed nor publicly traded. The equity is held
by one beneficial holder, California Tankers Investments Limited. The Company's
obligations toward its bondholders are set out in detail in covenants contained
in the Indenture for their Notes. Accordingly the Company's Board of Directors
has determined that the role played by an audit committee would have no
applicability to the Company.


Item 16B. Code of Ethics

The Company's equity is neither listed nor publicly traded. The equity is held
by one beneficial holder, California Tankers Investments Limited. The Company's
obligations toward its bondholders are set out in detail in covenants contained
in the Indenture for their Notes. Accordingly the Company's Board of Directors
has determined that the role played by a code of ethics would have no
applicability to the Company.

Item 16C. Principal Accountant Fees and Services

a)   Audit Fees

     The following table sets forth the aggregate fees billed for professional
     services rendered by the principal accountant for the audit of the
     Company's annual financial statements and services provided by the
     principal accountant in connection with statutory and regulatory filings or
     engagements for the two most recent fiscal years.

     Fiscal year ended December 31, 2003    $5,639
     Fiscal year ended December 31, 2002    $5,639

b)   Audit Related Fees

     For the fiscal years ended December 31, 2003 and 2002 there have been no
     assurance and related services rendered by the principal accountant related
     to the performance of the audit or review of the Company's financial
     statements.

c)   Tax Fees

      For the fiscal years ended December 31, 2003 and 2002 there have been no
      tax related services rendered by the principal accountant related to tax
      compliance (i.e.,, preparation of original and amended tax returns), tax
      advice (i.e., assistance with tax audits and appeals), and tax planning.

d)   All Other Fees

      For  the fiscal years ended December 31, 2003 and 2002 there have been no
      aggregate fees billed for professional services rendered by the principal
      accountant for services other than Audit Fees, as set forth above.

The Company's Board of Directors has assigned responsibility for the engagement
of the auditors to the Company's manager.

Item 16D. Exemptions from the Listing Rules for Audit Committees

Not Applicable

                                    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, 2003, 2002 and 2001                                  F-2


 Balance Sheets as of December 31, 2003 and 2002                         F-3
 Statements of Cash Flows for the Years Ended                            F-4
 December 31, 2003, 2002 and 2001

 Notes to the Financial Statements                                       F-5

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.

31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and
     Rule 15d-14(a) of the Securities Exchange Act, as amended

31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and
     Rule 15d-14(a) of the Securities Exchange Act, as amended

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section
     1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference to the filing indicated.

<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, 2003 and 2002, and the related statements of
operations and retained earnings, and cash flows for each of the three years
ended December 31, 2003. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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, 2003 and 2002, and the results of its operations and its
cash flows for each of the three years ended December 31, 2003, in conformity
with US generally accepted accounting principles.

Ernst & Young
Chartered Accountants

Douglas, Isle of Man
 June 8, 2004

<PAGE>

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

<TABLE>
<CAPTION>


                                                              Year ended      Year ended       Year ended
                                                             December 31,    December 31,     December 31,
<S>                                                          <C>             <C>              <C>
                                                                2003            2002             2001
Revenues
        Finance lease interest income                          3,457           3,891            4,321
        Bank interest income                                      54              96              102
        Recognition of unearned income                            75              75               75
                                                              -------         -------          -------
        Net operating revenues                                 3,586           4,062            4,498
                                                              -------         -------          -------

Expenses
        General and administrative expenses                     (78)            (58)             (64)
        Amortization of loan discount                           (75)            (75)             (75)
        Interest expense                                     (3,489)         (3,872)          (4,261)
                                                              -------         -------          -------
                                                             (3,642)         (4,005)          (4,400)
                                                              -------         -------          -------
Net (loss) / income                                             (56)              57               98
                                                              =======         =======          =======

Retained earnings at the start of the year                     1,678           1,621            1,523
                                                              -------         -------          -------
Retained earnings at the end of the year                       1,622           1,678            1,621
                                                              =======         =======          =======

</TABLE>
See accompanying Notes to the Financial Statements

<PAGE>
CalPetro Tankers (Bahamas II) Limited
Balance Sheets
(in thousands of US$)
<TABLE>
<CAPTION>


                                                                                            As at        As at
                                                                                         December     December
                                                                                         31, 2003     31, 2002
<S>                                                                                      <C>          <C>

Assets
        Current assets:
        Cash and cash equivalents                                                           2,990        2,946
        Current  portion  of net  investment  in  finance
        lease                                                                               4,289        5,231
        Interest receivable                                                                   812          921
        Other current assets                                                                   33           69
                                                                                          -------      -------
        Total current assets                                                                8,124        9,167
        Net  investment  in finance  lease,  less current
        portion                                                                            34,295       38,509
        Loan discount, net of amortization                                                    351          426
                                                                                          -------      -------
        Total assets                                                                       42,770       48,102
                                                                                          =======      =======

Liabilities and stockholder's equity
        Current liabilities:
        Accrued interest                                                                      856          944
        Current portion of serial loans                                                     5,210        5,210
        Other current liabilities                                                              30            8
                                                                                          -------      -------
        Total current liabilities                                                           6,096        6,162
        Long-term loans                                                                    35,052       40,262
                                                                                          -------      -------
        Total liabilities                                                                  41,148       46,424
                                                                                          -------      -------
        Stockholder's equity:
        Common stock: 100 shares of $1 par value                                                -            -
        Retained earnings                                                                   1,622        1,678
                                                                                          -------      -------
        Total stockholder's equity                                                          1,622        1,678
                                                                                          -------      -------
        Total liabilities and stockholder's equity                                         42,770       48,102
                                                                                          =======      =======

</TABLE>
See accompanying Notes to the Financial Statements
<PAGE>

CalPetro Tankers (Bahamas II) Limited
Statements of Cash Flows
(in thousands of US$)
<TABLE>
<CAPTION>

                                                                        Year ended      Year ended       Year ended
                                                                          December        December         December
                                                                          31, 2003        31, 2002         31, 2001
<S>                                                                       <C>             <C>              <C>

Cash flows from operating activities:
        Net (loss)/income                                                     (56)              57               98
        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 assets and liabilities:
              Decrease in interest receivable                                  109             108              107
              (Increase)/decrease in other current assets                       36            (23)                -
              Decrease in accrued interest                                    (89)            (97)            (116)
              Increase / (decrease) in other current
        liabilities                                                             23               1              (3)
                                                                         ---------        --------         --------

        Net cash provided by operating activities                               23              46               86
                                                                         ---------        --------         --------


Cash flows from investing activities:
        Finance lease payments received                                      5,231           5,190            5,150
                                                                         ---------        --------         --------
        Net cash provided by investing activities                            5,231           5,190            5,150
                                                                         ---------        --------         --------

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                                       44              26               26
Cash and cash equivalents at start of the year                               2,946           2,920            2,894
                                                                         ---------        --------         --------
Cash and cash equivalents at end of the year                                 2,990           2,946            2,920
                                                                         =========        ========         ========


Supplemental disclosure of cash flows information:

Interest paid                                                                3,578           3,969           4,377
</TABLE>

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 with two
other entities: CalPetro Tankers (Bahamas I) Limited and CalPetro Tankers
(Bahamas III) Limited. In addition CalPetro Tankers (IOM) Limited, was
incorporated in the Isle of Man. Each of these entities (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 (the Serial and Term
Loans), and subsequently loaned the proceeds to the Owners to fund the
acquisition of the Vessels from the Initial Charterer.

The charter agreements with the Initial Charterer are expected to provide
sufficient payments to cover the Owners' obligations under the Serial and Term
Loans due to California Petroleum Transport Corporation. The Initial Charterer
can terminate a charter at specified dates prior to the expiration of the
charter, provided it provide notification at least 12 months prior so such
termination date for the initial Optional Termination Date (and at least 7
months prior to subsequent Optional Termination Dates) and make a Termination
Payment. The Owners only source of funds with respect to the Serial and Term
Loans is payments from the Initial Charterer, including Termination Payments.
The Owners do not have any other source of funds for payment of the Serial and
Term Loans.

The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP).

2.  Principal Accounting Policies

A summary of the Company's accounting policies is set out below.

(a)     Finance lease and revenue recognition

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

        Accordingly, the minimum payments under the charter agreement
        are recorded as the gross investment in the finance lease. The
        difference between the gross investment in the finance lease
        and the cost of the Vessel is recorded as unearned income.
        Throughout the term of the charter agreement, the Company
        records as revenue interest income and unearned income, which
        is amortized to income over the life of the charter agreement
        as to produce a constant periodic rate of return on the net
        investment in the finance lease.

(b)     Interest payable recognition

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

(c)     Discount on loans

        Discount on issue of the long-term debt which comprises the
        Serial and Term Loans is being amortized over the respective
        periods to maturity of the debt as described in Note 5.

(d)     Income taxes

        The Company is not liable to pay income taxes in the Bahamas.

(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.

(g)     Use of estimates

        The preparation of financial statements in accordance with
        accounting principles generally accepted in the United States
        requires the Company to make estimates and assumptions in
        determining the reported amounts of assets and liabilities and
        disclosures of contingent assets and liabilities on the dates
        of the financial statements and the reported amounts of
        revenues and expenses during the reporting periods. Actual
        results could differ from these estimates.

3.      New Accounting Standards

In December 2003, the Financial Accounting Standards Board issued Interpretation
No. 46R, Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51 ("the Interpretation"), which replaces Interpretation No. 46, issued in
January 2003. The Interpretation addresses the consolidation of business
enterprises (variable interest entities) to which the usual condition (ownership
of a majority voting interest) of consolidation does not apply. This
Interpretation focuses on financial interests that indicate control. It
concludes that in the absence of clear control through voting interests, a
company's exposure (variable interest) to the economic risks and potential
rewards from the variable interest entity's assets and activities are the best
evidence of control. Variable interests are rights and obligations that convey
economic gains or losses from changes in the value of the variable interest
entity's assets and liabilities. Variable interests may arise from financial
instruments, service contracts, and other arrangements. If an enterprise holds a
majority of the variable interests of an entity, it would be considered the
primary beneficiary. The primary beneficiary would be required to include
assets, liabilities, and the results of operations of the variable interests
entity in its financial statements. Adoption of the interpretation is not
expected to have a significant impact on the financial statements.

4.  Finance Lease

The following schedule lists the components of the net investment in finance
lease:

                                                  As at               As at
                                               December            December
                                               31, 2003            31, 2002
                                                  $'000              $'000
Total minimum lease payments to be received*     38,935             44,166
Less: Unearned income                             (351)               (426)
---------------------------------------------------------------------------
Net investment in finance lease                 38,584              43,740
===========================================================================

* Lease payments under the charter agreement for each of the five succeeding
years are as follows: $4,289,000 in 2004, $3,286,000 in 2005, $3,287,000 in
2006, $3,289,000 in 2007 and $3,291,000 in 2008.

5.  Long-Term Loans

                                                  As at               As at
                                               December            December
                                               31, 2003            31, 2002

Serial Loans                                      5,210              10,420
Term Loans                                       35,052              35,052
                                                -------             -------
                                                 40,262             45,472
Less: current portion                             5,210              5,210
                                                -------             -------
                                                 35,052             40,262
                                                =======             =======

Serial Loans

The serial loans have the following characteristics:

Maturity date                                  Interest           Principal
                                                   rate                 due
                                                                  ($ 000's)
April 1, 2004                                     7.57%               5,210
========================================================== ================

Interest is payable semi-annually on April 1 and October 1.

Term Loans
The Term Loans bear interest at a rate of 8.52% per annum. Interest is payable
semi-annually on April 1 and October 1. 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.

<TABLE>
<CAPTION>

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

<S>                     <C>                  <C>                 <C>                <C>                <C>

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

</TABLE>

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

<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/ Kate Blankenship


                                Kate Blankenship
                             Director and Secretary


Date: June 8 , 2004
02089.0006#495276