<PAGE>

                       EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 20-F

[  ]     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, 2000

                               OR

[   ]    Transition Report pursuant to Section 13 or 15(d) of
         the Securities Exchange Act of 1934



         Commission File number:                 33-79220
                                                 33-56377


              Calpetro Tankers (BAHAMAS II) Limited
     (Exact name of Registrant as specified in its charter)


                         Nassau, Bahamas
         (Jurisdiction of incorporation or organization)


                Room 6/9 One International Place
                      Boston, Massachusetts
            (Address or 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 for which there is a reporting obligation pursuant to
Section 15(d) of the Act.




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Serial First Preferred Mortgage Notes maturing serially from
1996 to 2006.

         8.52% First Preferred Mortgage Notes Due 2015.


         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


































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                        TABLE OF CONTENTS
                             PART I

Item 1.     Identity of Directors, Senior Management and
            Advisors .........................................4

Item 2.     Offer Statistics and Expected Timetable...........4

Item 3.     Key Information...................................4

Item 4.     Information on the Company........................9

Item 5.     Operating and Financial Review and Prospects......22

Item 6.     Directors, Senior Management and Employees........24

Item 7.     Major Shareholders and Related Party
            Transactions......................................25

Item 8.     Financial Information.............................26

Item 9.     The Offer and Listing.............................26

Item 10     Additional Information............................26

Item 11.    Quantitative and Qualitative Disclosures
            About Market Risk.................................28

Item 12.    Description of Securities Other Than Equity
            Securities........................................30

                             PART II

Item 13.    Defaults, Dividend Arrearages and Delinquencies...30

Item 14     Material Modifications to the Rights of Security
            Holders and Use of Proceeds.......................30

Item 15.    Reserved

Item 16.    Reserved

                            PART III

Item 17     Not Applicable....................................31

Item 18.    Financial Statements..............................31

Item 19.    Exhibits..........................................A-1

Signatures  ..................................................A-5


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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable


ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable


ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The selected income statement data of Calpetro Tankers (Bahamas
II) Limited (the "Company") with respect to the fiscal years
ended December 31, 2000, 1999 and 1998, and the selected balance
sheet data at December 31, 2000 and 1999, have been derived from
the Company's audited financial statements included herein and
should be read in conjunction with such statements and the notes
thereto. The selected income statement data with respect to the
years ended December 31, 1998, 1997 and 1996 and the selected
balance sheet data at December 31, 1997 and 1996 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.

                                               Year ended
                                               December 31
                             ______________________________________________
                             2000      1999      1998      1997      1996
                             _______________________________________________
                                      (US Dollars in thousands)

Income Statement Data
Total income                  4,929     5,348     5,767      6,178     6,611
Net income                      161       193       221        281       349

Balance Sheet Data
Total assets                 58,582    63,727    68,845     73,901    78,918
Long-term loans,
  including current          55,892    61,102    66,312     71,522    76,732
portion
Shareholders' equity          1,523     1,362     1,169        948       667






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B. CAPITALIZATION AND INDEBTEDNESS

Not Applicable

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not Applicable

D. RISK FACTORS

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

THE CYCLICAL NATURE OF THE TANKER INDUSTRY MAY LEAD TO VOLATILE
CHANGES IN CHARTER RATES WHICH MAY ADVERSELY AFFECT OUR EARNINGS

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

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

BECAUSE OUR CHARTER MAY FIRST BE TERMINATED IN APRIL 2004, WE MAY
INCUR ADDITIONAL EXPENSES AND NOT BE ABLE TO RECHARTER OUR VESSEL
PROFITABLY

We were incorporated in the Bahamas on May 13, 1994 together with
three other companies: CalPetro Tankers (Bahamas I) Limited and
CalPetro Tankers (Bahamas III), each of which is incorporated in
the Bahamas, and CalPetro Tankers (IOM) Limited which is
incorporated in the Isle of Man (together the "Companies").  Each
of the Companies was organized as a special purpose company for
the purpose of acquiring one of four Suezmax oil tankers from
Chevron Transport Corporation.  California Petroleum Transport
Corporation, a Delaware corporation, acting as agent on behalf of
the Companies, issued as full recourse obligations $167,500,000
Serial First Preferred Mortgage Notes and $117,900,000 8.52%
First Preferred Mortgage Notes due 2015 (together the "Notes").


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The proceeds from the sale of the Notes were applied by way of
long-term loans, being Serial Loans in respect of the Serial
First Preferred Mortgage Notes and Term Loans in respect of the
First Preferred Mortgage Notes due 2015, to the Companies to fund
the acquisition of the Vessels from the Chevron Transport
Corporation.  We were allocated $46,620,000 of the Serial Loans
and $35,052,000 of the Term Loans and acquired Vessel, the
CONDOLEEZA RICE.

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

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

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

WE OPERATE IN THE HIGHLY COMPETITIVE INTERNATIONAL TANKER MARKET
WHICH COULD AFFECT OUR POSITION AT THE END OF OUR CURRENT CHARTER
AND IF CHEVRON TRANSPORT CORPORATION TERMINATES ITS CHARTER
EARLIER

The operation of tanker vessels and 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


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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 2003 or at any subsequent optional termination
date, we will have to compete with other tanker owners, including
major oil companies as well as independent tanker companies for
charters.  Due in part to the fragmented tanker market,
competitors with greater resources could enter and operate larger
fleets through acquisitions or consolidations and may be able to
offer better prices and fleets, which could result in our
achieving lower revenues from our Suezmax oil tanker.

COMPLIANCE WITH ENVIRONMENTAL LAWS OR REGULATIONS MAY ADVERSELY
AFFECT OUR EARNINGS AND FINANCIAL CONDITIONS AT THE END OF THE
EXISTING CHARTER OR IF CHEVRON TRANSPORT CORPORATION TERMINATES
ITS CHARTER PRIOR TO THAT TIME

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

WE MAY NOT HAVE ADEQUATE INSURANCE IN THE EVENT EXISTING CHARTERS
ARE NOT RENEWED

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




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WE ARE HIGHLY DEPENDENT ON CHEVRON TRANSPORT CORPORATION AND
CHEVRON CORPORATION

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

WE MAY NOT BE ABLE TO PAY DOWN OUR DEBT IN THE FUTURE, WHICH
COULD RESULT IN THE LOSS OF OUR VESSEL

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

GOVERNMENTS COULD REQUISITION OUR VESSELS DURING A PERIOD OF WAR
OR EMERGENCY, RESULTING IN A LOSS OF EARNINGS

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

THE NOTES MAY NOT BE AS LIQUID AS OTHER SECURITIES WITH
ESTABLISHED TRADING MARKETS, WHICH MAY AFFECT THE VALUE OF THE
NOTES AND YOUR ABILITY TO TRADE THEM

The Notes are not listed on any national securities exchange or
traded on the Nasdaq National Market and have no established
trading market.  Consequently, the Notes could trade at prices
that may be higher or lower than their principal amount or
purchase price, depending on many factors, including prevailing
interest rates, the market for similar notes and warrants, and


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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, 2000, we had $55.9
million in total indebtedness outstanding and stockholders'
equity of $1.5 million.  The degree to which we are leveraged
could have important consequences for the holders of the Notes,
including:

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

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

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

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

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

WE HAVE A LIMITED BUSINESS PURPOSE WHICH LIMITS OUR FLEXIBILITY

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.










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ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

CalPetro Tankers (Bahamas II) Limited ("Bahamas II" or the
"Company") was incorporated in the Bahamas on May 13, 1994
together with three other companies: CalPetro Tankers (Bahamas I)
Limited and CalPetro Tankers (Bahamas III), each of which is
incorporated in the Bahamas, and CalPetro Tankers (IOM) Limited
which is incorporated in the Isle of Man (together the
"Companies").  Each of the Companies 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 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 Companies 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 CONDOLEEZA RICE, 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 has sold, effective as of
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.





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B. BUSINESS OVERVIEW

The Company owns one 150,000 deadweight tonne ("dwt") Suezmax oil
tanker, the CONDOLEEZA RICE, which was acquired from Chevron
Transport Corporation (the "Vessel").  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 "Initial
Charterer" or "Chevron Transport") on bareboat charter (the
"Initial Charter").  The Initial Charter has a term expiring on
April 1, 2015, subject to the Initial Charterer's right to
terminate the Initial Charter on certain specified dates.
Chevron Transport is principally engaged in the marine
transportation of oil and refined petroleum products.  Chevron
Transport's primary transportation routes are from the Middle
East, Indonesia, Mexico, West Africa and the North Sea to ports
in the United States, Europe, the United Kingdom and Asia.
Chevron Transport has advised the Company that it expects to use
the Vessel worldwide as permitted under the Initial Charter.  The
obligations of the Initial Charterer under the Initial Charter
are guaranteed by Chevron Corporation ("Chevron"), a major
international oil company, pursuant to a guarantee (the "Chevron
Guarantee").  Chevron Transport is an indirect, wholly-owned
subsidiary of Chevron.

The Vessel is a double-hull oil carrier of approximately 150,000
deadweight tons 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
Chevron's subsidiaries.  The builder of CONDOLEEZA RICE 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 and on the
same date each was replaced by Frontline Ltd, pursuant to an
assignment of the Management Agreement.

The Initial Charterer may elect to terminate the Initial Charter
on specified termination dates commencing in 2003.  If the
Initial Charter is terminated by the Initial Charterer, the
Manager, acting on behalf of the Company, will attempt to find an


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acceptable replacement charter for the Vessel.  If an acceptable
replacement charter is commercially unavailable, the Manager will
solicit bids for the sale or recharter of the Vessel.  The
Manager's ability to obtain an acceptable replacement charter, to
sell the Vessel or recharter the Vessel will depend on market
rates for new and used vessels, both of which will depend on the
supply of and demand for tanker capacity for oil transportation,
and the advantages or disadvantages of the Vessel compared with
other vessels available at the time.

The International Tanker Market

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

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

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


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haul crude oil trades, such as from West Africa to the East Coast
of the United States. Aframax-size vessels generally engage in
both medium-and short-haul trades of less than 1,500 miles and
carry crude oil or petroleum products. Smaller tankers mostly
transport petroleum products in short-haul to medium-haul trades.

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

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

         -    demand for oil and oil products;

         -    global and regional economic conditions;

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

         -    changes in seaborne and other transportation
              patterns

The factors that influence the supply of tanker capacity include:

         -    the number of newbuilding deliveries;

         -    the scrapping rate of older vessels; and

         -    the number of vessels that are out of service.

Tanker values have generally experienced high volatility. The
fair market value of oil tankers, including 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 tanker market in general had been depressed for a number of
years, largely as a result of an excess of tonnage supply over
demand.  In 1999, the Suezmax sector of the tanker market
continued to fluctuate and in the third quarter of 1999 fell to
the lowest level since 1994. This was also the result of
substantially lower volumes of oil transported due to the
adherence by OPEC to their agreed oil production cuts introduced


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at the start of 1999, the fact that a high proportion of these
cuts involved long-haul Middle East oil, increased competition
from the VLCC sector and the draw of oil inventories. At the
start of 1999, the Suezmax market saw some improvement as
scrapping of older tonnage has increased due to high bunker cost
and the difficulties finding cargoes for old tonnage. Tanker
scrapping activity is expected to continue at high levels given
the current tanker market weakness, the relatively high
orderbook, the tanker fleet age demographic, an expensive fifth
special survey and stricter environmental regulations.  The
increase in crude oil prices towards the end of 2000 has allowed
charter rates to firm, producing a year-end rate significantly
higher than in 1999.   However, continued improvement in Suezmax
freight rates will be largely dependent on improvement in the
Asian economies, increased output from the OPEC countries and an
increase in the rate of scrapping older vessels.

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.  However, Suezmax rates are
still sufficient to meet the debt service required if the
bareboat charters entered into with Chevron are not extended.
The average daily time charter equivalent rates earned by modern
Suezmaxes in 2000 was $44,000 on a single voyage basis.

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


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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 Initial
Charter by the Initial Charterer in accordance with good
commercial maintenance practice commensurate with other vessels
in the Initial Charterer's fleet of similar size and trade, as
required by the Initial Charter.  The Initial Charter requires
the Initial Charterer to return the Vessel on termination of the
Initial Charter "in class" under the rules of the American Bureau
of Shipping (or another classification society previously
approved by the Company).  In addition, 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, labor 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 Initial Charter, the Initial Charterer is entitled to
self-insure against marine and war risks relating to the Vessel
and against protections and indemnity risks relating to the
Vessel during the term of the Initial Charter and, accordingly,
purchasers of the Notes cannot rely on the existence of third-
party insurance.  There can be no assurance that all risks will
be adequately insured against, that any particular loss will be


                               15



<PAGE>

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 Initial 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

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

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

         Our vessel is subject to both scheduled and unscheduled
inspections by a variety of governmental and private entities,
each of which may have unique requirements.  These entities
include the local port authorities such as the Coast Guard,


                               16



<PAGE>

harbor master or equivalent, classification societies, flag state
administration or country of registry, and charterers,
particularly terminal operators and major oil companies which
conduct frequent vessel inspections.

ENVIRONMENTAL REGULATION--IMO.

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

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

         The Company's Vessel has a double hull and complies with
the proposed IMO regulations.

         The requirements contained in the International Safety
Management Code, or ISM Code, promulgated by the IMO, also affect
our operations.  The ISM Code requires the party with operational
control of a vessel to develop an extensive safety management
system that includes, among other things, the adoption of a


                               17



<PAGE>

safety and environmental protection policy setting forth
instructions and procedures for operating its vessels safely and
describing procedures for responding to emergencies.  Our vessel
manager is certified as an approved ship manager under the ISM
Code.

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

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

         The IMO continues to review and introduce new
regulations on a regular basis.  It is impossible to predict what
additional regulations, if any, may be passed by the IMO, whether
those regulations will be adopted by member countries and what
effect, if any, such regulations might have on the operation of
oil tankers.  Because patterns of world crude oil trade are not
constant, the Vessel may load crude oil in any crude oil
producing areas of the world for delivery to areas where oil
refineries are located.  In the Company's opinion, trading of the
Vessel in such areas will not expose the Vessel to regulations
more stringent than those of the United States and/or the IMO.
However, additional laws and regulations may be adopted which
could limit the use of oil tankers such as the Vessel in oil
producing and refining regions.

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 U.S. or its territories or
possessions, or whose vessels operate in the waters of the U.S.,
which include the U.S. territorial waters and the two hundred
nautical mile exclusive economic zone of the U.S.  The
Comprehensive Environmental Response, Compensation and Liability
Act, or CERCLA, applies to the discharge of hazardous substances



                               18



<PAGE>

whether on land or at sea.  Both OPA and CERCLA impact our
operations.

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

         -    natural resource damages and related assessment
              costs;

         -    real and personal property damages;

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

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

         -    loss of subsistence use of natural resources.

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

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


                               19



<PAGE>

including maritime tort law.  We believe that we are in
substantial compliance with OPA, CERCLA and all applicable state
regulations in the ports where our vessels will call.

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

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

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

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

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

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

         -    describe crew training and drills; and



                               20



<PAGE>

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

Environmental Regulation--Other

         Although the U.S. is not a party to these conventions,
many countries have ratified and follow the liability scheme
adopted by the IMO and set out in the International Convention on
Civil Liability for Oil Pollution Damage, 1969, or CLC.  Under
this convention, a vessel's registered owner is strictly liable
for pollution damage caused in the territorial waters of a
contracting state by discharge of oil, subject to some complete
defenses.  Liability is limited to approximately $183 per gross
registered ton or approximately $19.3 million, whichever is less.
If, however, the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum liability rises to
$82.7 million.  The limit of liability is tied to a unit of
account which varies according to a basket of currencies.  The
right to limit liability is forfeited under the CLC where the
spill is caused by the owner's actual fault and under the 1992
Protocol, where the spill is caused by the owner's intentional or
reckless conduct.  Vessels trading to states which are party to
this convention must provide evidence of insurance covering the
limited liability of the owner.  In jurisdictions where the CLC
has not been adopted, various legislative schemes or common law
govern, and liability is imposed either on the basis of fault or
in a manner similar to the CLC.

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

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

PROPOSED EU REGULATIONS

    The International Maritime Organization has approved an
accelerated timetable for the phase-out of single hull oil
tankers.  The new regulations, expected to take effect in
September 2002 provided they are ratified by the IMO member
states, require the phase-out of most single hull oil tankers by
2015 or earlier, depending on the age of the tanker and whether
or not it has segregated ballast tanks.  Under the new


                               21



<PAGE>

regulations the maximum permissible age for single hull tankers
after 2007 will be 26 years, as opposed to 30 years under current
regulations.  The amendments to the International Convention for
the Prevention of Marine Pollution from Ships 1973, as amended in
1978, accelerates the phase-out schedule previously set by the
IMO in 1992.  We expect that the European Union will incorporate
the IMO regulations so that port states may enforce them.

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

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

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

         -    Single-hull oil tankers larger than 20,000 dwt in
              which the cargo tank area is partly protected by
              segregated ballast tank.  This category is proposed
              to be phased out by 2010.

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

         In addition, Italy has announced a ban of single hull
crude oil tankers over 5,000 dwt from most Italian ports,
effective April 2001.  This ban will be placed on oil product
carriers, effective December 1, 2001.  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.

C. ORGANIZATIONAL STRUCTURE

As described in section B above, and also in Item 7, Major
Shareholders, the Company is a wholly owned subsidiary of
Calpetro Tankers Investments Limited, and is ultimately
controlled by Hemen.





                               22



<PAGE>

D. 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

A. OPERATING RESULTS

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

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

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

Year ended December 31, 1999 compared with the year ended
December 31, 1998

TOTAL REVENUES
Capital lease interest receivable for the year ended December 31,
1999 amounted to $5,171,000, compared with $5,592,000 for the
year ended December 31, 1998.

EXPENSES
Interest payable on the Term Loans and the Serial Loans amounted
to $5,030,000 for the year ended December 31, 1999.  The
amortization of discount on loans for the period amounted to
$75,000.  The Company amortises the discount over the life of the
loans.  The corresponding figures for the period to December 31,
1998 were $5,408,000 and $75,000, respectively.

B. LIQUIDITY AND CAPITAL RESOURCES

As set forth above, revenues from the Initial Charter are
sufficient to pay the Company's obligations under the Term Loans
and the Serial Loans.  The Initial Charterer may elect to
terminate the Initial Charter on specified termination dates
commencing in 2003.  If the Initial Charter is terminated by the
Initial Charterer, the Manager, acting on behalf of the Company,
will attempt to find an acceptable replacement charter for the


                               23



<PAGE>

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.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC

Not Applicable

D. TREND INFORMATION

As the vessel owned by the company ages so the expected charter
income reduces. In line with this effect the interest payable on
the loan notes financing the ship is also reducing as the notes
are paid off.  Thus there is a consistent reduction in income,
expenses and net assets employed by the company.  However the
company will continue to remain profitable and cash flows will 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 but over the past life of the company the charter
rates have been at a level such that the company has made
profits.  The structure of debt and charterhire agreements,
including provision for early termination, provides the company
with a clear future.


ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

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

                                 Age           Position

    Tor Olav Troim                38      Director and President
    Alexandra Kate Blankenship    36      Director and Secretary

Tor Olav Troim has been a Director of Calpetro Tankers (Bahamas
II) Limited since 1998.  Mr. Troim serves as a Director and Vice
President of Frontline.  Mr. Troim also serves as a director of
Frontline AB, a wholly-owned subsidiary of Frontline, and is the
Chief Executive Officer of Frontline Management AS, which company
supports Frontline in the implementation of decisions made by the
Board of Directors.



                               24



<PAGE>

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

B. COMPENSATION

During the year ended December 31, 2000, the Company paid to its
directors and officers, total compensation of $3,000.00.

C. 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.

D. EMPLOYEES

There are no employees apart from the directors detailed above.

E. SHARE OWNERSHIP

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


ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

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

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


                               25



<PAGE>

B. RELATED PARTY TRANSACTIONS

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

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable


ITEM 8.  FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The audited financial statements included in this annual report
are listed in the index in item 18.

The Company does not declare dividends and there have been no
legal or arbitration proceedings involving the company.

B. SIGNIFICANT CHANGES

There have been no significant changes in the year being reported
on, nor any since the year end.


ITEM 9. THE OFFER AND LISTING

Not applicable.

There is no established trading market for the Serial First
Preferred Mortgage Notes and 8.52% First Preferred Mortgage Notes
due 2015.


ITEM 10 ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not Applicable

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

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

Directors may be interested in company transactions but such
interest should be disclosed to the other directors or company
members prior to agreement by the board or company meeting as
appropriate.   The director concerned may not vote on the
transaction.   The directors may borrow on behalf of the company


                               26



<PAGE>

as they think fit.   There are no stated age limits for directors
and directors need not be company shareholders.   They do not
retire by rotation.

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

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

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

C. MATERIAL CONTRACTS

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

D. 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.


                               27



<PAGE>

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

E. TAXATION

Bahamas

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.

F. DIVIDENDS AND PAYING AGENTS

Not Applicable

G. STATEMENT BY EXPERTS

Not Applicable

H. 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 the Commission's Regional Offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and 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 Mercury House, 101
Front Street, Hamilton, Bermuda and at Room 6/9 One International
Place, Boston, Massachusetts.




                               28



<PAGE>

I. SUBSIDIARY INFORMATION

Not Applicable.


ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

         (a)  QUANTITATIVE INFORMATION ABOUT MARKET RISK

    Quantitative information about market risk instruments at
December 31, 2000 is as follows:

         i)   Serial Loans:

         The principal balances of the Serial Loans bear interest
         at rates ranging from 7.44% to 7.55% and mature over a
         three year period beginning April 1, 2001.  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:

    Principal due           Interest rate     Maturity date
         $ 000

         5,210               7.44%            April 1, 2001
         5,210               7.49%            April 1, 2002
         5,210               7.55%            April 1, 2003
         5,210               7.57%            April 1, 2004
        ------
        20,840
        ------

    ii)  Term Loans:

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

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








                               29



<PAGE>

    Payment   Charter Not    Charter       Charter      Charter     Charter
    Date      Terminated     Terminated    Terminated   Terminated  Terminated
                                2004          2006         2008        2010
                                $000          $000         $000        $000

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

(b) 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

         Following the receipt of consent of a majority of the
holders of each of the Term Notes and the Serial Notes, the
vessels owned by two of the other Companies were deleted from the
Liberian shipping registry and reflagged in the Bahamian shipping
registry on June 28, 2001.  In connection with the reflagging,
the original mortgage over those vessels, recorded in the
Liberian registry, were released, and new mortgages were recorded
in the Bahamian shipping registry.  The Company, the trustee for
the Notes and other necessary parties also entered into


                               30



<PAGE>

amendments to the indentures for the Notes and other related
documents in order to allow the reflagging to take place.

         The liens of the Bahamian mortgages on the reflagged
vessels owned by the other Companies relate only to the date on
which those mortgages were recorded in the Bahamian registry on
June 28, 2001.  Some intervening maritime liens would have
priority over the lien of the Bahamian mortgages that would not
have existed over the original Liberian mortgages which were
recorded in 1995.

         However, in connection with the reflagging, Chevron
Transport Corporation confirmed that it was in full compliance
with the charters for the vessels that were reflagged and that
the guarantee of Chevron Transport of the charters remained in
full force and effect.  Accordingly, the Company believes that
any intervening liens should be immaterial to the holders of the
Notes.

ITEM 15. RESERVED


ITEM 16.  RESERVED

                            PART III

ITEM 17. FINANCIAL STATEMENTS

Not Applicable

ITEM 18. FINANCIAL STATEMENTS

The following financial statements, together with the report
thereon of Ernst & Young, are filed as part of this Annual
Report:

                                             Page

Report of Independent Auditors               F-1

Balance Sheet as at December 31,
2000 and 1999                                F-2

Statement of Income for the years
ended December 31, 2000
1999 and 1998                                F-4

Statement of Cash Flows for the
years ended December 31, 2000




                               31



<PAGE>

1999 and 1998                                F-5

Notes to the Financial Statements            F-7


















































                               32



<PAGE>

              CALPETRO TANKERS (BAHAMAS II) LIMITED


Report of Independent Auditors

The Shareholders and Board of Directors of Calpetro Tankers
(BAHAMAS II) Limited

    We have audited the accompanying balance sheet of Calpetro
Tankers (Bahamas II) Limited as of December 31, 2000 and 1999 and
the related statements of income and cash flows for each of the
three years in the period ended December 31, 2000.  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 United Kingdom
auditing standards and United States generally accepted
accounting standards.  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, 2000 and
1999, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the
United States.






Ernst & Young
Chartered Accountants
Douglas, Isle of Man


June 27, 2001






                               F-1



<PAGE>

              CALPETRO TANKERS (BAHAMAS II) LIMITED

                          BALANCE SHEET

                                                 December 31,
(US Dollars in thousands)              Notes      2000    1999

Assets

Current assets:
Cash and cash equivalents                         2,894    2,824
Current portion of net investment
 in direct financing leases              2(a)     5,150    5,109
Interest receivable                               1,136    1,242
Other current assets                                 46       46
                                       ------    ------

Total current assets                              9,226    9,221
Net investment in direct capital
  leases                                 2(a)    48,780   53,855
Discount on loans less amortization      2(c)       576      651
                                                 ------   ------

Total assets                                     58,582   63,727
                                       ======    ======

Liabilities and stockholders' equity

Current liabilities:
Accrued interest                                  1,157    1,248
Current portion of serial loans             4     5,210    5,210
Other liabilities                                    10       15
                                       ------    ------

Total current liabilities                         6,377    6,473
Long-term loans                             4    50,682   55,892
                                       ------    ------

Total liabilities                                57,059   62,365
                                       ------    ------

Stockholders' equity:
Common stock: 1,000 shares
  authorized; 100 shares
  of $1 par value
  issued and outstanding                              -        -
                                                 ------   ------

Retained earnings                                 1,523    1,362
                                       ------    ------



                               F-2



<PAGE>

Total stockholders' equity                        1,523    1,362
                                       ------    ------

Total liabilities and
  stockholders' equity                           58,582   63,727
                                                 ======   ======

The notes to the financial statements are an integral part of
these financial statements.












































                               F-3



<PAGE>

              CALPETRO TANKERS (BAHAMAS II) LIMITED

                       STATEMENT OF INCOME

                                                   Year ended
                                                  December 31,
(US Dollars in thousands)    Notes     2000      1999      1998

Income

Capital lease interest         2(a)    4,748    5,171    5,592
Bank interest                            106      102      100
Recognition of unearned
  capital
  lease income                 2(a)       75       75       75
                             ------   ------   ------
                                       4,929    5,348    5,767

Expenses

Interest expense                  3  (4,647)   (5,030)  (5,408)
General and administrative
  expenses                              (46)      (50)     (63)

Amortization of discount
  on loans                     2(c)     (75)      (75)     (75)
                             ------   ------   ------
Income before taxes                      161      193      221
Provision for taxes            2(d)        -        -        -
                             ------   ------   ------

Net income                               161      193      221
                             ======   ======   ======

The notes to the financial statements are an integral part of
these financial statements.

















                               F-4



<PAGE>

              CALPETRO TANKERS (BAHAMAS II) LIMITED

                     STATEMENT OF CASH FLOWS

                                             Year Ended
                                             December 31,
(US Dollars in thousands)              2000       1999    1998

Cash Flows from Operating
  Activities:

  Net income                           161        193      221
  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
   Accounts receivable                 106        106      103
   Accounts payable                    (96)      (101)     (67)
                                     -----      -----    -----

  Net cash provided by operating
   activities                          171        198      257
                                     -----      -----    -----

Cash Flows from Investing Activities:

  Repayment of direct capital
   leases                            5,109      5,067    5,025
                                     -----      -----    -----

  Net cash from investing
   activities                        5,109      5,067    5,025
                                     -----      -----    -----

Cash Flows from Financing Activities

  Serial loans redeemed             (5,210)    (5,210)  (5,210)
                                     -----      -----    -----

  Net cash used in financing
   activities                       (5,210)    (5,210)  (5,210)
                                     -----      -----    -----








                               F-5



<PAGE>

Net increase in cash and cash
  equivalents                           70         55       72

Cash and cash equivalents at
  start of year                      2,824      2,769    2,697
                                     -----      -----    -----

Cash and cash equivalents
  at end of year                     2,894      2,824    2,769
                                    ======     ======   ======

The notes to the financial statements are an integral part of
  these financial statements.








































                               F-6



<PAGE>

              CALPETRO TANKERS (BAHAMAS II) LIMITED

                NOTES TO THE FINANCIAL STATEMENTS


1.  Basis of Preparation

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


2.  Principal Accounting Policies

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

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

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



                               F-7



<PAGE>

         Income and the capital element which reduces the
         outstanding obligations for future installments.

    (b)  Interest payable recognition
         Interest payable on the Term Loans and on the Serial
         Loans is accrued on a daily basis.

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

    (d)  Income taxes
         The Company is not liable to income taxes in the
         Bahamas.

    (e)  Cash equivalents
         The Company considers all highly liquid investments with
         a maturity date of three months or less when purchased
         to be cash equivalents.

    (f)  Reporting currency
         The reporting currency is United States dollars.  The
         functional currency is United States dollars.

3.  Interest Expense

                                          Year ended
                                         December 31,

                                    2000        1999        1998
                                   $ 000       $ 000       $ 000

Long-term loans                    4,647       5,030       5,408
                                   =====       =====

4.  Long-Term Loans

                                                2000        1999
                                               $ 000        $000
Long term loans at January 1, 2000            55,892      61,102
Transfer to current creditors                  5,210       5,210
                                              ======      ======

Long term loans at
  December 31, 2000                           50,682      55,892






                               F-8



<PAGE>

                                              ======      ======

    The fair value of the long-term loans approximates to their
    carrying value.

    (a)  Serial Loans
         The serial loans have the following characteristics:

              Principal due     Interest Rate    Maturity Date
              on maturity
              $ 000

              5,210             7.44%            April 1, 2001
              5,210             7.49%            April 1, 2002
              5,210             7.55%            April 1, 2003
              5,210             7.57%            April 1, 2004
              ------
              20,840
              ======

    Interest is payable semi-annually.

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

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

4.  Long-Term Loans

    Payment      Charter Not   Charter     Charter     Charter     Charter
    Date         Terminated    Terminated  Terminated  Terminated  Terminated
                                  2004         2006        2008        2010
                      $000        $000         $000        $000        $000

    April 1, 2005    3,187       1,640        3,187       3,187       3,187
    April 1, 2006    3,187       1,780        3,187       3,187       3,187
    April 1, 2007    3,187       1,930        1,700       3,187       3,187
    April 1, 2008    3,187       2,090        1,840       3,187       3,187
    April 1, 2009    3,187       2,270        2,000       1,690       3,187
    April 1, 2010    3,187       2,470        2,170       1,830       3,187
    April 1, 2011    3,187       2,680        2,360       1,990       1,510
    April 1, 2012    3,187       2,910        2,560       2,160       1,630
    April 1, 2013    3,187       3,150        2,770       2,340       1,770
    April 1, 2014    3,187       3,420        3,010       2,540       1,930


                               F-9



<PAGE>

    April 1, 2015    3,182      10,712       10,268       9,754       9,090
                    ------     -------       ------      ------      ------
                    35,052      35,052       35,052      35,052      35,052
                    ------     -------       ------      ------      ------

Total Long-Term
Loans               55,892      55,892       55,892      55,892      55,892
                    ======     =======       ======      ======      ======
    The Term and Serial Loans are collateralized by first
preference mortgage on the Vessel to California Petroleum.  The
earnings and insurance relating to the Vessel have been
collaterally assigned pursuant to an Assignment of Earnings and
Insurance to California Petroleum which in turn has assigned such
Assignment of Earnings and Insurance to the Collateral Trustee.
The Initial Charter and Chevron Guarantee relating to the Vessel
has been collaterally assigned pursuant to the Assignment of
Initial Charter and Assignment of Initial Charter Guarantee to
California Petroleum, which in turn has assigned such Assignment
to the Collateral Trustee.  The Capital Stock of the company has
been pledged to California Petroleum pursuant to the Stock Pledge
Agreement.
































                              F-10



<PAGE>

              CALPETRO TANKERS (BAHAMAS II) LIMITED

ITEM 19. EXHIBITS

1.1*     Certificate of Incorporation and Memorandum of
         Association of CalPetro Tankers (Bahamas II) Limited,
         incorporated by reference to Exhibit 3.5 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 3.6 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.


                               A-1



<PAGE>

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.,
         ans, 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



                               A-2



<PAGE>

         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.


                               A-3



<PAGE>

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 24.2 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.


                               A-4



<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.


                                 Registrant



                        /s/ Alexandra Kate Blankenship


                        Alexandra Kate Blankenship
                        Director


Date:   June 29, 2001
































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