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

                                    FORM 20-F

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

                                       OR

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

For the fiscal year ended                December 31, 2002
                         -------------------------------------------------------
                                              OR

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

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

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


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


     Suite 4350, One International Place, Boston, Massachusetts, 02101-2624
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

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

     Title of each class               Name of each exchange on which registered

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

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

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

                                      None
--------------------------------------------------------------------------------

Indicate the number of shares outstanding of each of the registrant's classes of
capital or common  stock,  as of the close of the  period  covered by the annual
report.

               Common stock: 100 shares, par value of $1 per share
--------------------------------------------------------------------------------

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

                            Yes  [X]   No  [  ]

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


                         Item 17 [ ]   Item 18  [X]
<PAGE>
<TABLE>
<CAPTION>
                      CALPETRO TANKERS (BAHAMAS II) LIMITED
                          INDEX TO REPORT ON FORM 20-F
                                                                                Page
PART I
  <S>         <C>                                                               <C>
  Item 1.     Identity of Directors, Senior Management and Advisors              1
  Item 2.     Offer Statistics and Expected Timetable                            1
  Item 3.     Key Information                                                    1
  Item 4.     Information on the Company                                         5
  Item 5.     Operating and Financial Review and Prospects                      13
  Item 6.     Directors, Senior Management and Employees                        15
  Item 7.     Major Shareholders and Related Party transactions                 16
  Item 8.     Financial Information                                             16
  Item 9.     The Offer and Listing                                             16
  Item 10.    Additional Information                                            16
  Item 11.    Quantitative and Qualitative Disclosures about Market Risk        18
  Item 12.    Description of Securities Other than Equity Securities            19

PART II

  Item 13.    Defaults, Dividend Arrearages and Delinquencies                   19
  Item 14     Material Modifications to the Rights of Security Holders
              and Use of Proceeds                                               19
  Item 15     Controls and Procedures                                           19
  Item 16.    Reserved                                                          20

PART III

  Item 17     Financial Statements                                              20
  Item 18.    Financial Statements                                              20
  Item 19.    Exhibits                                                          20

  Signatures                                                                    23
</TABLE>

<PAGE>
                                     PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

Item 1. Identity of Directors, Senior Management and Advisors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Selected Financial Data

The selected  statement of operations and retained  earnings data of the Company
with respect to the fiscal years ended December 31, 2002, 2001 and 2000, and the
selected  balance  sheet data at December  31, 2002 and 2001,  have been derived
from the Company's  audited financial  statements  included herein and should be
read in conjunction  with such  statements  and the notes thereto.  The selected
statement of  operations  and retained  earnings  data with respect to the years
ended December 31, 1999 and 1998 and the selected balance sheet data at December
31, 2000, 1999 and 1998 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,
                                             -----------------------
                                2002       2001       2000        1999      1998
                                ------------------------------------------------
                               (U.S. Dollars in thousands except per share data)

 Statement   of   operations
 and retained earnings data:
 Net operating revenues        4,062     4,498       4,929      5,348      5,767
 Net income                       57        98         161        193        221
 Per share data:

 Dividends per share               -         -           -          -          -

 Balance sheet data:
 Total assets                 48,102    53,351       58,582     63,727    68,845
 Long term liabilities (1)    45,472    50,682       55,892     61,102    66,312
 Stockholder's equity          1,678     1,621        1,523      1,362     1,169


(1)  Includes current portion.


Risk Factors

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

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

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

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

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

CalPetro  Tankers  (Bahamas II) Limited (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) Limited, each of which is
incorporated  in the  Bahamas,  and  CalPetro  Tankers  (IOM)  Limited  which is
incorporated in the Isle of Man (together the "Owners").  Each of the Owners was
organized as a special  purpose company for the purpose of acquiring one of four
Suezmax oil tankers from Chevron  Transport  Corporation.  California  Petroleum
Transport Corporation, a Delaware corporation,  acting as agent on behalf of the
Companies,  issued  as  full  recourse  obligations  $167,500,000  Serial  First
Preferred  Mortgage Notes and $117,900,000  8.52% First Preferred Mortgage Notes
due 2015  (together the  "Notes").  The proceeds from the sale of the Notes were
applied by way of long-term  loans,  being Serial Loans in respect of the Serial
First Preferred  Mortgage Notes and Term Loans in respect of the First Preferred
Mortgage  Notes due 2015, to the Owners to fund the  acquisition  of the Vessels
from the Chevron Transport Corporation. The Company was allocated $46,620,000 of
the Serial Loans and $35,052,000 of the Term Loans and acquired its Vessel,  the
ALTAIR VOYAGER (ex CONDOLEEZA RICE, renamed April 2001).

Chevron  Transport  Corporation has its first option to terminate its Charter on
April  1,  2004  and on  each of the  three  subsequent  two-year  anniversaries
thereof. Chevron Transport Corporation has the sole discretion to exercise these
options and will not owe any fiduciary or other duty to the holders of the Notes
in deciding  whether to exercise the  termination  options,  and the charterer's
decision may be contrary to our  interests or those of the holders of the Notes.
Notice of the  intention to exercise  the option to  terminate  must be given at
least twelve months in advance for the first Optional Termination Date and seven
months in advance for subsequent Optional Termination dates.

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

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

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

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

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

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

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

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

We are highly dependent on Chevron Transport Corporation and 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 Chevron  Corporation to perform their obligations could result in
our inability to service the Serial and Term Loans.  If the Notes holders had to
enforce the  mortgages  securing the Notes,  they may not be able to recover the
principal and interest owed to them.

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

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

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

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

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

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

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

We are highly leveraged.  As of December 31, 2002, we had $45.5 million in total
indebtedness outstanding and stockholders' equity of $1.7 million. The degree to
which we are leveraged could have important  consequences for the holders of the
Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

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

Item 4.  Information on the Company

The Company

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

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

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

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

Overview of the Business

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

The Vessel is a double-hull oil carrier of approximately 130,000 dwt 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  Corporation's  subsidiaries.  The
builder of ALTAIR VOYAGER was Ishikawajima do Brasil Estaleiros S.A.

The Management

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

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

The International Tanker Market

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

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

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

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

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

     -    demand for oil and oil products;

     -    global and regional economic conditions;

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

     -    changes in sea borne and other transportation patterns

The factors that influence the supply of tanker capacity include:

     -    the number of newbuilding deliveries;

     -    the scrapping rate of older vessels; and

     -    the number of vessels that are out of service.

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

The  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 charter rates for Suezmax tankers started to decline in the second
half of 2001 as a  result  of a  general  slowdown  in the  global  economy  and
reduction of OPEC oil  production.  The negative  trend  continued into 2002 and
rates remained below USD 20,000 per day through a large part of the year.  Rates
finally  started to improve at the  beginning  of the 4th  quarter and ended the
year at above USD 50,000 per day. In spite of the rate  improvement  in the last
quarter average time charter equivalent spot earnings for the year came out just
below USD  20,000  per day  compared  to just over USD  30,000  per day in 2001.
Several  factors  contributed  to  improving  rates in the late part of the year
including  increased  seasonal demand and increased oil consumption in the Asian
region,  but the main  reason for the rate spike in the last  months of the year
was the strike in Venezuela. The loss of exports from Venezuela, especially into
the United States,  required replacement oil from more distant sources resulting
in increased  tonnage demand.  The strong market  continued in January 2003. The
weak market in 2001 and 2002  resulted in scrapping  of 48 elderly  Suezmaxes in
the two years.

There is no guarantee  that Suezmax  rates would be  sufficient to meet the debt
service  required if the  bareboat  charters  entered  into with Chevron are not
extended. Spot market rates are volatile and generally linked to global economic
development and especially demand for oil but also to political events affecting
oil producing countries.

Inspection by Classification Society

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

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

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

Insurance

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

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

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

Environmental and Other Regulations

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

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

Environmental Regulation--IMO.

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

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

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

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

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

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

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

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

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

The IMO recently  adopted  regulations that require the phase-out of most single
hull tankers by 2015 or earlier,  depending on the age of the vessel and whether
or not it complies with requirements for protectively located segregated ballast
tanks.  Under these new  regulations,  which became effective in September 2002,
the maximum  permissible  age for tankers  after 2007 will be 26 years.  The new
regulations also provide for increased inspection and verification requirements.
Our tanker is double hulled and therefore complies with the new IMO regulations.


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

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

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

The IMO continues to review and introduce new  regulations.  It is impossible to
predict what additional  regulations,  if any, may be passed by the IMO and what
effect, if any, such regulations might have on the operation of oil tankers.  As
a result of the oil spill in November  2002 from the loss of the m.t.  Prestige,
it is likely that more  stringent  maritime  safety rules will be imposed by the
IMO and  other  regulatory  agencies  in the  future.  The m.t.  Prestige  was a
26-year-old  single  hulled  tanker  owned and operated by a company that is not
affiliated with us.

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,  which also impacts our  operations,
applies to the discharge of hazardous substances whether on land or at sea.

Under OPA,  vessel  owners,  operators and bareboat or "demise"  charterers  are
"responsible parties" who are liable regardless of fault,  individually and as a
group, for all containment  costs,  clean-up costs and for other damages arising
from oil spills from their  vessels.  These other damages may include  injury to
natural  resources and real and personal  property,  loss of subsistence  use of
natural resources,  the loss of taxes,  rents,  royalties,  profits and earnings
capacity   resulting  from  an  oil  spill  and  the  cost  of  public  services
necessitated by an oil spill. These  "responsible  parties" are not liable under
OPA if the spill  results  solely from the act or omission of a third party,  an
act of God or an act of war. OPA limits a responsible  party's  liability to the
greater of $1,200 per gross ton or $10 million per vessel over 3,000 gross tons,
subject to adjustment for inflation.

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

OPA requires  owners and operators of vessels to establish and maintain with the
Coast Guard evidence of financial responsibility sufficient to meet the limit of
their  aggregate  potential  strict  liability  under OPA and CERCLA.  Under the
regulations,  evidence  of  financial  responsibility  may  be  demonstrated  by
insurance,  surety bond,  self-insurance or guaranty. Under OPA regulations,  an
owner or operator of more than one tanker must demonstrate evidence of financial
responsibility  for the entire  fleet in an amount  equal only to the  financial
responsibility  requirement of the tanker having the greatest maximum  liability
under OPA/CERCLA.  Owners or operators of tankers operating in the waters of the
U.S.  must also file  vessel  response  plans  with the Coast  Guard,  and their
tankers are required to operate in  compliance  with their Coast Guard  approved
plans.

Under  OPA,  with  limited  exceptions,  all newly  built or  converted  tankers
operating in U.S. waters must be built with double-hulls.  Existing vessels that
do not comply with the double-hull requirement must be phased out over a 20-year
period  beginning  in 1995  based on size,  age and place of  discharge,  unless
retrofitted  with  double-hulls.   Notwithstanding  the  phase-out  period,  OPA
currently permits existing single-hull tankers to operate until the year 2015 if
their operations  within U.S. waters are limited to discharging at the Louisiana
Offshore  Oil  Port or  unloading  with the aid of  another  vessel,  a  process
referred to as  "lightering,"  within  authorized  lightering zones more than 60
miles offshore.

Environmental Regulation--Other

Although the United States is not a party to these  conventions,  many countries
have  ratified and follow the  liability  plan adopted by the IMO and set out in
the International Convention on Civil Liability for Oil Pollution Damage of 1969
and the  Convention  for the  Establishment  of an  International  Fund  for Oil
Pollution of 1971. Under these conventions, and depending on whether the country
in which the damage results is a party to the 1992 Protocol to the International
Convention on Civil Liability for Oil Pollution  Damage,  a vessel's  registered
owner is strictly liable for pollution  damage caused in the territorial  waters
of a  contracting  state by  discharge  of  persistent  oil,  subject to certain
complete  defences.  Under an amendment  that will come into effect  November 1,
2003 for vessels of 5,000 to 140,000 gross tons (a unit of  measurement  for the
total  enclosed   spaces  within  a  vessel),   liability  will  be  limited  to
approximately  $6.1 million plus $858 for each additional  gross ton over 5,000.
For  vessels  of  over  140,000  gross  tons,   liability  will  be  limited  to
approximately  $122.1 million. The current maximum amount is approximately $81.2
million.  The right to limit  liability  is  forfeited  under the  International
Convention on Civil Liability for Oil Pollution Damage where the spill is caused
by the  owner's  actual  fault and under  the 1992  Protocol  where the spill is
caused by the owner's  intentional or reckless conduct.  In jurisdictions  where
the International Convention on Civil Liability for Oil Pollution Damage has not
been adopted,  various legislative schemes or common law governs,  and liability
is  imposed  either  on the  basis  of  fault  or in a  manner  similar  to that
convention.  We believe that our P&I insurance  covers the  liability  under the
plan adopted by the IMO.

The European Union is  considering  legislation  that would:  (1) ban manifestly
sub-standard vessels (defined as those over 15 years old that have been detained
by port  authorities at least twice in a six month period) from European  waters
and create an obligation of port states to inspect vessels posing a high risk to
maritime safety or the marine  environment;  (2) provide the European Commission
with greater authority and control over classification societies,  including the
ability to seek to suspend or revoke the authority of negligent  societies;  and
(3)  accelerate  the phasing in of  double-hull  tankers on the same schedule as
that required  under OPA. The European  Union  adopted a legislative  resolution
confirming an accelerated  phase-out  schedule for  single-hull  tankers in line
with the schedule adopted by the IMO. Italy announced a ban of single-hull crude
oil tankers over 5,000 dwt from most Italian ports, effective April 2001.

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

Organisational Structure

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

Property, Plants and Equipment

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

Item 5.  Operating and Financial Review and Prospects

Operating results

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

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


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

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

Total Revenues
Finance lease  interest  income for the year ended December 31, 2002 amounted to
$4,321,000,  compared  with  $4,748,000  for the year ended  December  31, 2000.
Interest  income  has  fallen  in line  with  expectations.  As the value of the
finance  lease  falls on annual  basis,  so does the  interest  received  on the
finance leases.

Expenses
Interest  payable on the Term and Serial Loans  amounted to  $4,261,000  for the
year ended  December 31,  2001.  The  amortization  of discount on loans for the
period amounted to $75,000.  The Company amortises the discount over the life of
the Term and Serial loans. The corresponding  figures for the period to December
31, 2000 were $4,647,000 and $75,000, respectively.  Interest payable has fallen
in line with  expectations,  with interest payable falling in line with the loan
outstanding in the year.

Liquidity and Capital Resources

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

Critical Accounting Policies

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

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

Trend Information

It is expected that as the Vessel ages, the charter  income will be reduced.  In
line with this  effect,  the  interest  payable  on the  Serial  and Term  Loans
financing the ship will also be reduced as the principal is repaid.  Thus, there
is a  consistent  reduction in income,  expenses and net assets  employed by the
Company.  However 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.

Recently Issued Accounting Standards

In June 2001, the U.S. Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, "Business  Combinations,"  (SFAS 141) which requires the application of
the purchase  method in  accounting  for  business  combinations  including  the
identification  of the  acquiring  enterprise  for  each  transaction.  SFAS 141
applies to all  business  combinations  initiated  after  June 30,  2001 and all
business  combinations  accounted for by the purchase methods that are completed
after June 30,  2001.  The  adoption of SFAS No. 141 by the Company did not have
any impact on the Company's financial statements.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets" (SFAS 142). SFAS 142 applies to all acquired  intangible  assets whether
acquired singly, as part of a group, or in a business combination.

The  adoption  of SFAS 142 by the  Company  on  January 1, 2002 did not have any
impact on the Company's financial statements.

In June 2001, the FASB issued SFAS No. 143, "Accounting for the Asset Retirement
Obligations"  (SFAS 143).  Under SFAS 143, an entity  shall  recognize  the fair
value of a liability for an asset  retirement  obligation in the period in which
it is  incurred  if a  reasonable  estimate  of fair  value  can be  made.  If a
reasonable  estimate  of fair  value  cannot  be made in the  period  the  asset
retirement  obligation  is incurred,  the liability  shall be recognized  when a
reasonable  estimate of fair value can be made.  Upon initial  recognition  of a
liability  for an asset  retirement  obligation,  an entity shall  capitalize an
asset  retirement  cost  by  increasing  the  carrying  amount  of  the  related
long-lived  asset  by  the  same  amount  as  the  liability.  An  entity  shall
subsequently  allocate that asset  retirement cost to expense using a systematic
and rational  method over its useful life.  SFAS No. 143 is effective for fiscal
years  beginning  after December 15, 2002.  Management  does not expect that the
adoption  of SFAS 143 on  January  1, 2003 will  have a  material  effect on the
Company's financial statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of  Long-Lived  Assets" (SFAS 144).  SFAS 144 requires that  long-lived
assets that are to be disposed of by sale be measured at the lower of book value
or fair value less costs to sell.  Additionally,  the standard expands the scope
of  discontinued  operations  to  include  all  components  of  an  entity  with
operations  that can be  distinguished  from the rest of the  entity and will be
eliminated from the ongoing operations of the entity in a disposal  transaction.
The  adoption  of SFAS 144 on  January  1,  2002 did not have any  impact on the
Company's financial statements.

In November 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others" (FIN 45). Fin 45 elaborates on the existing  disclosure
requirements  for most  guarantees,  including loan  guarantees  such as standby
letters  of  credit.  It also  clarifies  that at the  time a  company  issues a
guarantee,  the company must recognize an initial  liability for the fair value,
or market  value,  of the  obligations  it assumes  under the guarantee and must
disclose that information in its interim and annual financial  statements..  The
initial  recognition and initial  measurement  provisions apply on a prospective
basis to  guarantees  issued or modified  after  December 31,  2002.  Management
believes that adoption of the recognition  and measurement  provisions of FIN 45
will not have a material impact on its financial statements.

In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest  Entities" (FIN 46). FIN 46 requires a variable  interest  entity to be
consolidated  by a company if that  company is subject to a majority of the risk
of loss from the variable interest entity's  activities or entitled to receive a
majority  of  the  entity's   residual   returns  or  both.  The   consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after January 31, 2003. The consolidation  requirements  apply to older entities
in the first  fiscal  year or interim  period  beginning  after  June 15,  2003.
Certain of the disclosure  requirements apply in all financial statements issued
after  January 31, 2003,  regardless  of when the variable  interest  entity was
established.  Management  believes  that  adoption  of FIN 46  will  not  have a
material impact on its financial statements.


Item 6.  Directors, Senior Management and Employees

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

                                    Age      Position

Tor Olav Troim                      40      Director and President
Kate Blankenship                    38      Director and Secretary

Tor Olav Troim has been a Director  of  CalPetro  Tankers  (Bahamas  II) Limited
since 1998.  Mr. Tr0im serves as a Director and Vice President of Frontline Ltd.
Mr. Tr0im also serves as a director of Knightsbridge  Tankers Limited,  Northern
Offshore  Ltd,  Golar LNG  Limited  (all  Bermudian  public  listed  companies),
Northern Oil ASA and Aktiv Inkasso ASA (both Norwegian public listed companies).

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

Compensation

During the year ended  December 31, 2002,  the Company paid to its directors and
officers total compensation of $nil.

Board Practices

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

The Company has neither an audit nor a remuneration committee.

Employees

There are no employees apart from the directors detailed above.

Share Ownership

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

Item 7.  Major Shareholders and Related Party Transactions

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

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

Related Party Transactions

CalPetro Holdings  Limited,  as disclosed in Item 4 beneficially owns the Serial
and Term Loans. In addition  Frontline Ltd, a company related by common control,
manages the Company.  In 2002,  $67,778 was paid to Frontline Ltd for management
of the Owners.

Item 8.  Financial Information

Consolidated Financial Statements and Notes

See Item 18 below.

Item 9.  The Offer and Listing

Not applicable.

Item 10.  Additional Information

Memorandum and Articles of Association

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

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

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

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

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

Material Contracts

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

Exchange Controls

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

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

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

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

Taxation

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

Documents on Display

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended.  In accordance with these requirements we file
reports and other information with the Securities and Exchange Commission. These
materials,  including  this annual report and the  accompanying  exhibits may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at 450 Fifth Street, N.W., Room 1024,  Washington,  D.C. 20549 and at
500 West  Madison  Street,  Suite 1400,  Northwestern  Atrium  Center,  Chicago,
Illinois  60661.  You may  obtain  information  on the  operation  of the public
reference  room by  calling  1 (800)  SEC-0330,  and you may  obtain  copies  at
prescribed  rates from the Public  Reference  Section of the  Commission  at its
principal  office  in  Washington,  D.C.  20549.  The SEC  maintains  a  website
(http://www.sec.gov.)  that contains reports,  proxy and information  statements
and other information  regarding  registrants that file  electronically with the
SEC. In addition,  documents  referred to in this annual report may be inspected
at the office of the Manager at  Par-la-Ville  Place 4th Floor,  14 Par-la-Ville
Road,  Hamilton,  Bermuda  and at Suite 4350 One  International  Place,  Boston,
Massachusetts.

Item 11.  Quantitative and Qualitative Disclosures about Market Risk

Quantitative information about market risk

Quantitative  information  about market risk instruments at December 31, 2002 is
as follows:

i) Serial Loans:

The  principal  balances of the Serial Loans bear interest at rates ranging from
7.55% to 7.57% and mature over a two-year  period  beginning  April 1, 2003. The
loans are reported net of the related  discounts,  which are amortized  over the
term  of  the  loans.   The   outstanding   serial  loans  have  the   following
characteristics:

 Maturity date      Interest rate       Principal due
                                            ($ 000's)
-----------------------------------------------------
 April 1, 2003              7.55%               5,210
 April 1, 2004              7.57%               5,210
                                               10,420


ii) Term Loans:

The Term Loans bear  interest at a rate of 8.52% per annum.  Interest is payable
semi-annually on April 1 and October 1. Principal is repayable on the Term Loans
in accordance with a twelve-year sinking fund schedule.

The table below provides the revised scheduled  sinking fund redemption  amounts
and final principal payment of the Allocated  Principal Amount of the Term Loans
following  termination  of the related  Initial  Charter on each of the optional
termination dates.
<TABLE>
<CAPTION>
----------------- ----------- ------------------ ----------------- ------------------ --------------
     Scheduled    Charter not            Charter           Charter          Charter          Charter
  payment date    terminated     terminated 2004   terminated 2006  terminated 2008  terminated 2010
                                           $'000             $'000            $'000            $'000
                      $'000
----------------- ----------- ------------------ ----------------- ---------------- ----------------
<S>               <C>                <C>               <C>              <C>              <C>
 April 1, 2005    3,187              1,640             3,187            3,187            3,187
 April 1, 2006    3,187              1,780             3,187            3,187            3,187
 April 1, 2007    3,187              1,930             1,700            3,187            3,187
 April 1, 2008    3,187              2,090             1,840            3,187            3,187
 April 1, 2009    3,187              2,270             2,000            1,690            3,187
 April 1, 2010    3,187              2,470             2,170            1,830            3,187
 April 1, 2011    3,187              2,680             2,360            1,990            1,510
 April 1, 2012    3,187              2,910             2,560            2,160            1,630
 April 1, 2013    3,187              3,150             2,770            2,340            1,770
 April 1, 2014    3,187              3,420             3,010            2,540            1,930
 April 1, 2015    3,182             10,712            10,268            9,754            9,090
 ----------------- ----------- ------------------ ----------------- ---------------- ----------------
                 35,052             35,052            35,052           35,052           35,052
 ----------------- ----------- ------------------ ----------------- ---------------- ----------------
</TABLE>
Qualitative information about market risk

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

Item 12.  Description of Securities Other than Equity Securities

Not applicable.

                                     PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

Not applicable.


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

Not applicable.

Item 15.  Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

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

(b)  Changes in internal controls

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

Item 16.  Reserved

                                    PART III

Item 17.  Financial Statements

Not applicable.

Item 18.  Financial Statements

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

                                                                            Page

     Report of Independent Auditors                                          F-1

     Statements of Operations and Retained Earnings for the Years Ended      F-2
     December 31, 2002, 2001 and 2000

     Balance Sheets as of December 31, 2002 and 2001                         F-3

     Statements of Cash Flows for the Years Ended                            F-4
     December 31, 2002, 2001 and 2000

     Notes to Financial Statements                                           F-5




Item 19.  Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

99.1 Certification  of the Company's  Principal  Executive  Officer  pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.

99.2 Certification of the Company's Chief Principal  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002.

99.3 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Incorporated by reference to the filing indicated.
<PAGE>

                                   SIGNATURES

Subject to the  requirements  of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                      CalPetro Tankers (Bahamas II) Limited



                              /s/ Kate Blankenship
                              ---------------------
                                Kate Blankenship
                                    Director
                             (Chief Financial Officer)


Date: June 30, 2003

<PAGE>
Report of Independent Auditors


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


We have audited the accompanying balance sheets of CalPetro Tankers (Bahamas II)
Limited  as of  December  31,  2002 and  2001,  and the  related  statements  of
operations and retained earnings,  and cash flows for each of the three years in
the  period  ended  December  31,  2002.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the 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, 2002 and 2001, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.



Ernst & Young
Chartered Accountants



Douglas, Isle of Man
June 30, 2003

<PAGE>

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

                                         Year ended    Year ended    Year ended
                                        December 31,  December 31, December 31,
                                               2002          2001         2000

Revenues
  Finance lease interest income               3,891         4,321         4,748
  Bank interest income                           96           102           106
  Recognition of unearned income                 75            75            75
--------------------------------------------------------------------------------
  Net operating revenues                      4,062         4,498         4,929
--------------------------------------------------------------------------------

Expenses
  General and administrative expenses          (58)          (64)          (46)
  Amortization of loan discount                (75)          (75)          (75)
  Interest expense                          (3,872)       (4,261)       (4,647)
--------------------------------------------------------------------------------
                                            (4,005)       (4,400)       (4,768)
--------------------------------------------------------------------------------
Net income                                       57            98           161
================================================================================
Retained earnings at the start of the year    1,621         1,523         1,362
--------------------------------------------------------------------------------
Retained earnings at the end of the year      1,678         1,621         1,523
================================================================================

See accompanying Notes to the Financial Statements

<PAGE>

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

                                                          As at            As at
                                                   December 31,     December 31,
                                                          2002              2001
Assets
  Current assets:
  Cash and cash equivalents                              2,946            2,920
  Current  portion  of net  investment  in  finance
  lease                                                  5,231            5,190
  Interest receivable                                      921            1,029
  Other current assets                                      69               46
--------------------------------------------------------------------------------
  Total current assets                                   9,167            9,185
  Net  investment  in finance  lease,  less current
  portion                                               38,509           43,665
  Loan discount, net of amortization                       426              501
--------------------------------------------------------------------------------
  Total assets                                          48,102           53,351
================================================================================

Liabilities and stockholder's equity
  Current liabilities:
  Accrued interest                                         944            1,041
  Current portion of serial loans                        5,210            5,210
  Other current liabilities                                  8                7
--------------------------------------------------------------------------------
  Total current liabilities                              6,162            6,258
  Long-term loans                                       40,262           45,472
--------------------------------------------------------------------------------
  Total liabilities                                     46,424           51,730
--------------------------------------------------------------------------------
  Stockholder's equity:
  Common stock: 100 shares of $1 par value                   -                -
  Retained earnings                                      1,678            1,621
--------------------------------------------------------------------------------
  Total stockholder's equity                             1,678            1,621
--------------------------------------------------------------------------------
  Total liabilities and stockholder's equity            48,102           53,351
================================================================================

See accompanying Notes to the Financial Statements

<PAGE>
<TABLE>
CalPetro Tankers (Bahamas II) Limited
Statements of Cash Flows
(in thousands of US$)
<CAPTION>
                                                   Year ended   Year ended     Year ended
                                                  December 31, December 31,   December 31,
                                                         2002         2001           2000
<S>                                                  <C>           <C>            <C>
Cash flows from operating activities:
  Net income                                               57           98            161
  Adjustments  to reconcile  net income
  to net cash provided by operating activities:
      Amortization of discount on loans                    75           75             75
      Recognition of unearned income                     (75)         (75)           (75)
      Changes in assets and liabilities:
          Decrease in interest receivable                 108          107            106
          Increase in other current assets               (23)            -              -
          Decrease in accrued interest                   (97)        (116)           (91)
          Increase in other current liabilities             1          (3)            (5)
-----------------------------------------------------------------------------------------
  Net cash provided by operating activities                46           86            171
-----------------------------------------------------------------------------------------
Cash flows from investing activities:
   Finance lease payments received                      5,190        5,150          5,109

   Net cash provided by investing activities            5,190        5,150          5,109

Cash flows from financing activities:
   Repayments of Serial Loans                         (5,210)      (5,210)        (5,210)
-----------------------------------------------------------------------------------------
   Net cash used in financing activities              (5,210)      (5,210)        (5,210)
-----------------------------------------------------------------------------------------
Net increase in cash and cash equivalents                  26           26             70
Cash and cash equivalents at start of the year          2,920        2,894          2,824
-----------------------------------------------------------------------------------------
Cash and cash equivalents at end of the year            2,946        2,920          2,894
=========================================================================================

Supplemental disclosure of cash flows information:

Interest paid                                           3,969        4,377          4,738




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

<PAGE>

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

1.   Basis of Preparation

The  Company,  which was  incorporated  in the  Bahamas on May 13, 1994 with two
other  entities:  CalPetro  Tankers  (Bahamas  I) Limited and  CalPetro  Tankers
(Bahamas  III)  Limited,  in  addition  to  CalPetro  Tankers  (IOM),  which  is
incorporated  in the Isle of Man. Each of the entities  (the  "Owners") has been
organized as a special  purpose company for the purpose of acquiring one of four
oil tankers (each a "Vessel",  together the  "Vessels")  from Chevron  Transport
Corporation (the "Initial Charterer") and for which long-term charter agreements
have been signed  with the Initial  Charterer.  California  Petroleum  Transport
Corporation  acting  as agent on behalf of the  Owners  issued as full  recourse
obligations  Term Mortgage Notes and Serial  Mortgage Notes (the Serial and Term
Loans),  and  subsequently  loaned  the  proceeds  to the  Owners  to  fund  the
acquisition of the Vessels from the Initial Charterer.

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

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

2.   Principal Accounting Policies

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

     (a)  Finance lease and revenue recognition

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

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

     (b)  Interest payable recognition

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

     (c)  Discount on loans

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

     (d)  Income taxes

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

     (e)  Cash equivalents

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

     (f)  Reporting currency

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

     (g)  Use of estimates

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

3.   New Accounting Standards

     In June 2001, the U.S. Financial Accounting Standards Board ("FASB") issued
     SFAS No.  141,  "Business  Combinations,"  (SFAS  141) which  requires  the
     application of the purchase method in accounting for business  combinations
     including  the   identification  of  the  acquiring   enterprise  for  each
     transaction.  SFAS 141 applies to all business combinations initiated after
     June 30, 2001 and all business  combinations  accounted for by the purchase
     methods that are  completed  after June 30, 2001.  The adoption of SFAS No.
     141 by the  Company  did not have any  impact  on the  Company's  financial
     statements.

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets" (SFAS 142). SFAS 142 applies to all acquired  intangible  assets whether
acquired singly, as part of a group, or in a business combination.  The adoption
of SFAS 142 by the  Company  on  January  1, 2002 did not have any impact on the
Company's financial statements.

In June 2001, the FASB issued SFAS No. 143, "Accounting for the Asset Retirement
Obligations"  (SFAS 143).  Under SFAS 143, an entity  shall  recognize  the fair
value of a liability for an asset  retirement  obligation in the period in which
it is  incurred  if a  reasonable  estimate  of fair  value  can be  made.  If a
reasonable  estimate  of fair  value  cannot  be made in the  period  the  asset
retirement  obligation  is incurred,  the liability  shall be recognized  when a
reasonable  estimate of fair value can be made.  Upon initial  recognition  of a
liability  for an asset  retirement  obligation,  an entity shall  capitalize an
asset  retirement  cost  by  increasing  the  carrying  amount  of  the  related
long-lived  asset  by  the  same  amount  as  the  liability.  An  entity  shall
subsequently  allocate that asset  retirement cost to expense using a systematic
and rational  method over its useful life.  SFAS No. 143 is effective for fiscal
years  beginning  after December 15, 2002.  Management  does not expect that the
adoption  of SFAS 143 on  January  1, 2003 will  have a  material  effect on the
Company's financial statements.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of  Long-Lived  Assets" (SFAS 144).  SFAS 144 requires that  long-lived
assets that are to be disposed of by sale be measured at the lower of book value
or fair value less costs to sell.  Additionally,  the standard expands the scope
of  discontinued  operations  to  include  all  components  of  an  entity  with
operations  that can be  distinguished  from the rest of the  entity and will be
eliminated from the ongoing operations of the entity in a disposal  transaction.
The  adoption  of SFAS 144 on  January  1,  2002 did not have any  impact on the
Company's financial statements.

In November 2002, the FASB issued Interpretation 45, "Guarantor's Accounting and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of Others" (FIN 45). Fin 45 elaborates on the existing  disclosure
requirements  for most  guarantees,  including loan  guarantees  such as standby
letters  of  credit.  It also  clarifies  that at the  time a  company  issues a
guarantee,  the company must recognize an initial  liability for the fair value,
or market  value,  of the  obligations  it assumes  under the guarantee and must
disclose that information in its interim and annual financial  statements..  The
initial  recognition and initial  measurement  provisions apply on a prospective
basis to  guarantees  issued or modified  after  December 31,  2002.  Management
believes that adoption of the recognition  and measurement  provisions of FIN 45
will not have a material impact on its financial statements.

In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest  Entities" (FIN 46). FIN 46 requires a variable  interest  entity to be
consolidated  by a company if that  company is subject to a majority of the risk
of loss from the variable interest entity's  activities or entitled to receive a
majority  of  the  entity's   residual   returns  or  both.  The   consolidation
requirements of FIN 46 apply  immediately to variable  interest entities created
after January 31, 2003. The consolidation  requirements  apply to older entities
in the first  fiscal  year or interim  period  beginning  after  June 15,  2003.
Certain of the disclosure  requirements apply in all financial statements issued
after  January 31, 2003,  regardless  of when the variable  interest  entity was
established.  Management  believes  that  adoption  of FIN 46  will  not  have a
material impact on its financial statements.

4.   Finance Lease

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

                                                            As at          As at
                                                     December 31,   December 31,
                                                             2002           2001
--------------------------------------------------------------------------------
                                                            $'000          $'000
Total minimum lease payments to be received*               44,166         49,356
Less: Unearned income                                       (426)          (501)
Net investment in finance lease                            43,740         48,855

* Lease  payments  under the charter  agreement for each of the five  succeeding
years are as follows:  $5,231,000  in 2003,  $4,289,000  in 2004,  $3,286,000 in
2005, $3,287,000 in 2006 and $3,289,000 in 2007.

5.   Long-Term Loans


                                                            As at          As at
                                                     December 31,   December 31,
                                                             2002           2001
--------------------------------------------------------------------------------
Serial Loans                                               10,420         15,630
Term Loans                                                 35,052         35,052
--------------------------------------------------------------------------------
                                                           45,472         50,682
Less: current portion                                       5,210          5,210
--------------------------------------------------------------------------------
                                                           40,262         45,472
================================================================================


Serial Loans

The serial loans have the following characteristics:

Maturity date                                     Interest rate    Principal due
                                                                       ($ 000's)
April 1, 2003                                          7.55%            5,210
April 1, 2004                                          7.57%            5,210
--------------------------------------------------------------------------------
                                                                       10,420
================================================================================

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

Term Loans
The Term Loans bear  interest at a rate of 8.52% per annum.  Interest is payable
semi-annually on April 1 and October 1. Principal is repayable on the Term Loans
in accordance with a twelve-year sinking fund schedule.

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

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

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


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



02089.0006 #413439