<PAGE>


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-K

    (Mark One)
X   Annual Report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the fiscal year ended December 31, 2000

                               OR

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

    For the transition period from _____________________ to
    ________________________


              Commission File number:  33-79220
                                       33-56377

           California Petroleum Transport Corporation
     (Exact name of Registrant as specified in its charter)


    State of Delaware                       04-3232976
    _______________________                 _______________
    (State or other jurisdiction of              (I.R.S. Employer
    incorporation or organization)            Identification No.)


                Room 6/9 One International Place
                  Boston, Massachusetts, 02101
    (Address of principal executive offices)     02110-2624
                                                 (Zip Code)


    Registrant's telephone number, including area code:  (617)
    951-7727

    Securities registered pursuant to Section 12(b) of the Act:

                                       Name of each exchange
         Title of each class           on which registered
         -------------------           ----------------------

              None                        Not Applicable

    Securities registered pursuant to Section 12(g) of the Act:



<PAGE>

                              None
                    ------------------------
                        (Title of Class)

    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  ____

Documents Incorporation by Reference:

The following documents filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, are incorporated by reference
into Part I of this Form 10-K.         None



































                                2



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                            FORM 10-K

                        TABLE OF CONTENTS

                                                             Page
PART I

    Item 1.   Business....................................      1

    Item 2.   Properties .................................      2

    Item 3.   Legal Proceedings...........................      2

    Item 4.   Submission of Matters to a Vote of
              Security Holders............................      3

PART II

    Item 5.   Market for Registrant's Common
              Equity and Related Stockholder
              Matters.....................................      3

    Item 6.   Selected Financial Data.....................      3

    Item 7.   Management's Discussion and
              Analysis of Financial Condition and
              Results of Operations.......................      5

    Item 7(a) Quantitative and Qualitative
              disclosures about Market Risk...............      6

    Item 8.   Financial Statements and
              Supplementary Data..........................      8

    Item 9.   Changes in and Disagreements with
              Accountants on Accounting and
              Financial Disclosure........................     15

PART III

    Item 10.  Directors and Officers of the
              Registrant..................................     15

    Item 11.  Executive Compensation......................     15

    Item 12.  Security Ownership of Certain
              Beneficial Owners and Management............     15




                                3



<PAGE>

    Item 13.  Certain Relationships and Related
              Transactions................................     16

PART IV

    Item 14.  Exhibits, Financial Statement
              Schedules and Reports on Form 8-K...........     16














































                                4



<PAGE>

                             PART I

Item 1.  Business

The Company

California Petroleum Transport Corporation, a Delaware
corporation ("California Petroleum"), is a special purpose
corporation that was organized solely for the purpose of issuing,
as agent on behalf of the Owners, the Term Mortgage Notes and
Serial Mortgage Notes (together the "Notes") as obligations of
California Petroleum and loaning the proceeds of the sale of the
Notes to the Owners to facilitate the funding of the acquisition
of the four vessels (the "Vessels") described below from Chevron
Transport Corporation (the "Initial Charterer").  All the shares
of California Petroleum are held by The California Trust, a
Massachusetts charitable lead trust formed by JH Holdings, a
Massachusetts corporation, for the benefit of certain charitable
institutions in Massachusetts.

The Owners

Each of CalPetro Tankers (Bahamas I) Limited ("CalPetro Bahamas
I"), CalPetro Tankers (Bahamas II) Limited ("Calpetro Bahamas
II") and CalPetro Tankers (Bahamas III) Limited ("CalPetro
Bahamas III"), was organized as a special purpose company under
the laws of the Bahamas for the purpose of acquiring and
chartering one of the Vessels.  Similarly, CalPetro Tankers (IOM)
Limited ("CalPetro IOM") has been organized as a special purpose
company under the laws of the Isle of Man for the purpose of
acquiring and chartering one of the Vessels.  Each of the
foregoing companies also is referred to in this document as an
"Owner".  Each Owner, either pursuant to the terms of its
Memorandum of Association and/or pursuant to the terms of the
related Mortgage, will engage in no business other than the
ownership and chartering of its Vessel and activities resulting
from or incidental to such ownership and chartering.  Each Owner
is wholly-owned by California Tankers Investments Limited, a
company organized under the laws of the Bahamas, which is a
wholly-owned subsidiary of CalPetro Holdings Limited, an Isle of
Man company.  None of the Owners is owned by or is an affiliate
of California Petroleum and neither of California Petroleum nor
any Owner is owned by or is an affiliate of the Initial
Charterer.

The Charters

Each of the Vessels is currently chartered to the Initial
Charterer pursuant to a bareboat charter dated as of the date of
the original issuance of the Notes (collectively, the "Charters")
and which is due to expire on April 1, 2015.  Under the terms of


                                5



<PAGE>

these bareboat charters, the Initial Charterer bears all of the
costs of operating and maintaining the Vessels.  Upon payment of
a termination amount, the Initial Charterer has the right to
terminate the charters on any four (in the case of the double-
hulled Vessels) or three (in the case of the single-hulled
Vessel), termination dates which, for each Vessel, occur at two-
year intervals beginning in 2003, 2004, 2005 or 2006, as the case
may be.

The International Tanker Market

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

The oil transportation industry has historically been subject to
regulation by national authorities and through international
conventions.  Over recent years, however, an environmental
protection regime has evolved which has 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


                                6



<PAGE>

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 tanker market in general was depressed through the second
half of 1998 and 1999 as a result of lower volumes of oil
transported due to cuts in oil production by OPEC. A high
proportion of the OPEC cuts were taken by the Middle East
producers which account for the long-haul crude. The cut in long-
haul crude resulted in decreased transportation demand. At the
beginning of the year 2000 the Suezmax market started to improve,
backed by increasing OPEC production and the fact that scrapping
of older tonnage in the weak 1999 market brought demand and
supply of transportation capacity closer to a balance. A high-
profile oil-spill off the coast Brittany (the Erika) in late 1999
created strong public and political pressure for stricter
requirements on tankers. The result was an increased demand for
modern quality tonnage as many leading charterers reduced their
use of older tonnage. OPEC increased output on several occasions
in 2000 in response to oil demand and the demand for tonnage grew
through the year with gradually higher charter rates and, in the
last quarter of 2000, the highest average Suezmax rates paid
since the early 1970's. The charter rates have dropped in the
beginning of 2001, compared to the highs of end 2000, but rates
are still at high levels. A continued strong Suezmax market will
largely depend on the global oil demand in 2000 and the probable
implementation by IMO of new rules that would remove from trading
in the next 3 to 4 years almost all Suezmaxes built before 1980.

The charter market for Suezmax vessels is very volatile.  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 even though current spot Suezmax
rates are sufficient to meet such debt service.  In this
connection, the average daily time charter equivalent rate earned
in the spot market by modern Suezmaxes in 2000 was USD 44,000 per
day according to industry sources.

Item 2.  Properties

California Petroleum has no property.  The Owners paid
approximately $80.7 million for each double-hulled Vessel and
$40.0 million for the single-hulled Vessel.  Other than the
Vessels described below the Owners have no property.








                                7



<PAGE>

                           INFORMATION

                                                  DELIVERY        APPROXIMATE
VESSEL             CONSTRUCTION    REGISTRATION   DATE            DWT

Samuel Ginn        Double Hull     Bahamas        March 1993      150,000

Condoleezza Rice   Double Hull     Bahamas        August 1993     130,000

Chevron Mariner    Double Hull     Liberia        October 1994    150,000

William E. Crain   Single Hull     Liberia        February 1992   150,000


Item 3.  Legal proceedings

Neither California Petroleum nor the Owners are parties to any
legal proceedings, nor are there any legal proceedings threatened
against any of California Petroleum or the Owners, which in
either case are material to California Petroleum's assets or
businesses.
































                                8



<PAGE>

                             PART II

Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the
fiscal year ended December 31, 2000.

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.

(a)      There is no established trading market for the Common
         Stock of the Registrant.

(b)      As of March 12, 2001 with respect to the Common Stock
         there was one (1) holder of record of the Registrant's
         Common Stock.

Item 6.  Selected Financial Data

The following selected historical financial and other data for
Californian Petroleum was devised from more detailed information
and financial statements and notes appearing elsewhere in this
Annual Report and should be read in conjunction therewith.






























                                9



<PAGE>

                 CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                            INCOME STATEMENT DATA

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

Interest income              16,478    17,811     19,130     20,421     21,659
Recovery of general
and administrative
expenses                         60        60         61         64         64
                             ______   _______    _______    _______     ______

Deduct:                      16,538    17,871     19,191     20,485     21,723
Expenses

Interest payable           (16,222)  (17,555)   (18,874)   (20,165)   (21,403)
General and
administrative expenses        (60)      (60)       (61)       (64)       (64)
Amortization of debt
issue costs                   (256)     (256)      (256)      (256)      (256)
                            _______   _______    _______    _______     ______

Net result for the year         Nil       Nil        Nil        Nil        Nil
                           ========   =======    =======    =======    =======
























                               10



<PAGE>

                 CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                             BALANCE SHEET DATA

                                December 31,
(US Dollars
in thousands)
                             2000     1999        1998       1997    1996

Assets

Current assets:

Cash and cash
equivalents                       1         1          1          1          1
Current portion
  of Serial loan             18,160    18,160     18,160     18,160     18,160

Interest receivable           3,972     4,306      4,637      4,962      5,279
Other assets                     43        21          6         28          6
                            _______  ________   ________   ________   ________

Total current
assets                       22,176    22,488     22,804     23,151     23,446

Serial loans
  receivable less
  current portion            58,866    76,858     94,850    112,842    130,834

Terms loans receivable      116,642   116,554    116,466    116,378    116,290
Deferred charges
  and other assets            1,932     2,188      2,444      2,700      2,956
                            _______  ________   ________   ________   ________

Total assets                199,616   218,088    236,564    255,071    273,526
                            =======  ========   ========   ========   ========
Liabilities and
stockholders' equity

Current liabilities:

Interest accrued              3,972     4,306      4,637      4,962      5,279
Current portion of
  serial mortgage notes      18,160    18,160     18,160     18,160     18,160
Other liabilities                43        21          6         28          6
                            _______   _______    _______    _______    _______

Total current liabilities    22,175    22,487     22,803     23,150     23,445

Serial mortgage notes        59,540    77,700     95,860    114,020    132,180
Term mortgage notes         117,900   117,900    117,900    117,900    117,900
                            _______   _______    _______    _______    _______

Total liabilities           199,615   218,087    236,563    255,070    273,525
                            _______   _______    _______    _______    _______

Shareholders' equity              1         1          1          1          1
                            _______   _______    _______    _______    _______

Total liabilities and
  stockholders' equity      199,616   218,088    236,564    255,071    273,526
                            =======   =======    =======    =======    =======

                               11



<PAGE>


Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Business Strategy


    i)   California Petroleum

California Petroleum's strategy has been to issue, as agent on
behalf of the Owners, the Notes and loan the proceeds of the sale
of the Notes to the Owners.  California Petroleum's only sources
of funds with respect to the Notes are payments of interest and
principal on the related loans from California Petroleum to each
Owner.  General and administrative expenses comprising trustee
fees, legal fees, agency fees and other costs incurred by
California Petroleum are billed to the Owners.  California
Petroleum has no source of income other than payments to it by
the Owners.  The net result for the year is neither a gain nor a
loss, the detail relating to such result is set forth in the
Statement of Income included herein.


   ii)   Owners

The Owners' strategy has been to acquire the Vessels and charter
them to the Initial Charterer under bareboat charters which are
expected to provide (a) charterhire payments which the Issuer and
the Owners expect will be sufficient to pay, so long as the
Initial Charters are in effect (i) the Owners' obligations under
the loans for acquiring the Vessels, (ii) management fees and
technical advisor's fees (iii) recurring fees and taxes, and (iv)
any other costs and expenses incidental to the ownership and
chartering of the Vessels that are to be paid by the Owners, (b)
Termination Payments sufficient to make sinking fund and interest
payments on the Term Mortgage Notes, to the extent allocable to
the Vessel for which the related Initial Charter has been
terminated, for at least two years following any such
termination, during which time the Vessel may be sold or
rechartered and (c) that the Vessels will be maintained in
accordance with the good commercial maintenance practices
required by the Initial Charters; and to arrange for vessel
management and remarketing services to be available in case any
Initial Charter is terminated by the Initial Charterer or any
Vessel is for any other reason returned to the possession and use
of the Owners.

Year 2000

    The Vessels are provided with computers and have computerized
control systems.  Further the Vessels have equipment such as for
example navigational aids, communications systems, machinery


                               12



<PAGE>

equipment, cargo measuring equipment and alarm systems that rely
on computers or embedded computer chips for proper function.

    The initial terms of the Charters extend beyond the year
2000.  The Initial Charterer has assured the Company that it is
very aware of the year 2000 problem.  The Initial Charterer has
confirmed that in the dealings with the Vessels it has taken, and
will continue to take, all reasonable steps to allow business
continuity into the year 2000 and beyond.

    The Owners have not incurred and do not expect to incur any
year 2000 related expenses.   At this stage no year 2000 problems
have been reported and should any problems arise the Initial
Charterer's obligation to pay charter hire is absolute.   This
absolute obligation includes circumstances where a Vessel should
be unfit for use due to computer related problems, should such
occur in spite of the Initial Charterer's diligent approach to
the preparations for the year 2000.  In addition, the Initial
Charterer is obliged to indemnify the relevant Owner and the
Company in respect of events arising through the term of the
Charters with respect to, among other things, all liabilities
claims and proceedings arising in any manner out of the operation
of the Vessels by the Initial Charterer with no exclusion of
events relating to computers or problems that could affect
computers at certain dates.  The Initial Charterer's obligations
as described above are guaranteed by the Chevron Guarantees.

    Additionally the Owners rely on the services of
internationally recognised banks and other institutions to make
payments and provide management services.   There have been no
year 2000 effects on these services to date, and any future
problems will be covered by normal commercial arrangements.   The
owners do not expect to incur any costs in this area.

Item 7 (a)    Quantitative and Qualitative disclosures about
              Market Risk

(a)  Quantitative information about market risk

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

     i)  Serial Loans

         The principal balances of the Serial Loans earn interest
         at rates ranging from 7.44% to 7.62% and mature over a
         six year period beginning April 1, 2001.  The loans are
         reported net of the related discounts, which are
         amortized over the term of the loans.




                               13



<PAGE>

         The outstanding serial loans have the following
         characteristics:

              Principal          Interest        Maturity
              due                rate            date
              $ 000

              18,160             7.44%           April 1, 2001
              18,160             7.49%           April 1, 2002
              18,160             7.55%           April 1, 2003
              12,950             7.57%           April 1, 2004
              7,740              7.60%           April 1, 2005
              2,530              7.62%           April 1, 2006
              ------
              77,700
              ------

    ii)  Term Loans

         The principal balances of the Term Loans earn interest
         at a rate of 8.52% per annum and are to be repaid over a
         twelve-year period beginning nine years from April 1,
         1995.  The loans are reported net of the related
         discounts, which are amortized over the term of the
         loans.

         The table below provides the final principal payments on
         the Term Loans if none of the Initial Charters is
         terminated and if all of the Initial Charters are
         terminated on the earliest termination dates.

              Scheduled          No Initial      All Initial
              Payment date       Charters        Charters
                                 Terminated      Terminated
                                 $ 000           $ 000

              April 1, 2004          3,355            1,700
              April 1, 2005          6,542            3,480
              April 1, 2006          9,526             5,32
              April 1, 2007         10,942            6,340
              April 1, 2008         10,942            6,880
              April 1, 2009         10,942            7,470
              April 1, 2010         10,942            8,110
              April 1, 2011         10,942            8,800
              April 1, 2012         10,942            9,540
              April 1, 2013         10,942           10,360
              April 1, 2014         10,942           11,240
              April 1, 2015         10,941           38,660
                                   -------          -------
                                   117,900          117,900
                                   -------          -------


                               14



<PAGE>

   iii)  Serial Mortgage Notes

         The Serial Mortgage Notes bear interest at rates ranging
         from 7.44% to 7.62% through maturity.  The Serial
         Mortgage Notes mature over a six year period beginning
         one year from April 1, 2001.  Interest is payable semi-
         annually.

         The outstanding Serial Mortgage Notes have the following
         characteristics:

              Principal due      Interest Rate   Maturity Date
              on maturity
              $000

                  18,160             7.44%        April 1, 2001
                  18,160             7.49%        April 1, 2002
                  18,160             7.55%        April 1, 2003
                  12,950             7.57%        April 1, 2004
                   7,740             7.60%        April 1, 2005
                   2,530             7.62%        April 1, 2006
                  ------
                  77,700
                  ------

     iv) Term Mortgage Notes

     The Term Mortgage Notes bear interest at a rate of 8.52% per
     annum.  The principal is repayable on the Term Mortgage
     Notes in accordance with a twelve-year sinking fund schedule
     commencing nine years from April 1, 1995.  Interest is
     payable semi-annually.

     The table below provides the scheduled sinking fund
     redemption amounts and final principal payments on the Term
     Mortgage Notes if none of the Initial Charters is terminated
     and if all of the Initial Charters are terminated on the
     earliest termination dates.















                               15



<PAGE>

              Scheduled          No Initial      All Initial
              Payment Date       Charters        Charters
                                 Terminated      Terminated
                                 $000            $000

           April 1, 2004             3,355                1,700
           April 1, 2005             6,542                3,480
           April 1, 2006             9,526                5,320
           April 1, 2007            10,942                6,340
           April 1, 2008            10,942                6,880
           April 1, 2009            10,942                7,470
           April 1, 2010            10,942                8,110
           April 1, 2011            10,942                8,800
           April 1, 2012            10,942                9,540
           April 1, 2013            10,942               10,360
           April 1, 2014            10,942               11,240
           April 1, 2015            10,941               38,660
                                   -------              -------
                                   117,900              117,900
                                   -------              -------

(b)  Qualitative information about market risk

     California Petroleum was organized solely for the purpose of
     issuing, as agent on behalf of the Owners, the Term Mortgage
     Notes and Serial Mortgage Notes as obligations of California
     Petroleum and loaning the proceeds of the sale of the Notes
     to the Owners to facilitate the funding of the acquisition
     of four Vessels from Chevron Transport Corporation.
























                               16



<PAGE>

Item 8.  Financial statements and Supplementary Data

Report of Ernst & Young, Independent Auditors

The Shareholders and Board of Directors of California Petroleum
Transport Corporation

    We have audited the accompanying balance sheets of California
Petroleum Transport Corporation as of December 31, 2000 and 1999
and the related statements of income and cash flows for each of
the three years in the period ended December 31, 2000.  These
financial statements are the responsibility of each of the three
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted our audits in accordance with United States
generally accepted auditing standards.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statement 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 California Petroleum Transport Corporation at December 31,
2000 and 1999, and the results of its operations and its cash
flows for each of the three years in the period ended December
31, 2000 in conformity with United States generally accepted
accounting principles.



                                      Ernst & Young
Douglas, Isle of Man                  Chartered Accountants


March 30, 2001











                               17



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                       STATEMENT OF INCOME



(US Dollars in thousands)

                                           Year ended
                                          December 31,
                                  2000        1999    1998

Income

Interest income                    16478    17,811         19,130
Recovery of general and
administrative expenses               60        60             61
                                 _______   _______        _______

                                  16,538    17,871         19,191
Deduct:

Expenses

Interest payable                (16,222)  (17,555)       (18,874)
General and administrative
expenses                            (60)      (60)           (61)

Amortization of debt issue costs   (256)     (256)          (256)
                                 _______   _______        _______

Net result for the year              Nil       Nil            Nil
                                 =======   =======        =======




















                               18



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                          BALANCE SHEET

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

Assets

Current assets:

Cash and cash equivalents                      1         1
Current portion of Serial loan   3        18,160    18,160
Interest receivable                        3,972     4,306
Other assets                                  43        21
                                         _______   _______

Total current assets                      22,176    22,488

Serial loans receivable less
current portion                  3        58,866    76,858
Terms loans receivable           4       116,642   116,554
Deferred charges and other
assets                           2(b)      1,932     2,188
                                         _______  ________

Total assets                             199,616   218,088
                                        ========  ========

Liabilities and stockholders'
equity

Current liabilities:
Interest accrued                           3,972     4,306
Current portion of serial
mortgage notes                   5,6      18,160    18,160
Other liabilities                             43        21
                                         _______   _______

Total current liabilities                  22175    22,487

Serial mortgage notes            5,6      59,540    77,700
Term mortgage notes              5,7     117,900   117,900
                                        ________  ________

Total liabilities                        199,615   218,087
                                        ________  ________

Shareholders' equity:
Common stock: 1,000 shares
authorized, issued and


                               19



<PAGE>

outstanding                                    1         1
                                          ______     _____

Total liabilities and
stockholders' equity                     199,616   218,088
                                        ========  ========















































                               20



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                     STATEMENT OF CASH FLOWS

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

Cash Flows from Operating
Activities:

Net result for the year                 -          -         -
Adjustments to reconcile net
income to net cash provided
by operating activities:
Recognition of deferred expenses      256        256       256
Changes in assets and liabilities
Accounts receivable                   312      (316)      347
Accounts payable                    (312)        316     (347)
                                    _____       ____     _____

Net cash provided by operating
activities                            256        256       256
                                     ____       ____      ____

Cash Flows from Investing Activities:

Term and Serial loans repaid       17,904     17,904    17,904
                                   ______     ______    ______

Net cash from investing
activities                         17,904     17,904    17,904
                                   ______     ______    ______

Cash Flows from Financing
Activities

Serial notes redeemed            (18,160)   (18,160)  (18,160)
                                 ________   ________  ________

Net cash used in financing
activities                       (18,160)   (18,160)  (18,160)
                                 ________   ________  ________

Net increase in cash and
cash equivalents                      Nil        Nil       Nil
                                      ===        ===       ===

Cash and cash equivalents at
bank at the beginning and end


                               21



<PAGE>

of year                               Nil        Nil       Nil
                                      ===        ===       ===
           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                NOTES TO THE FINANCIAL STATEMENTS

1-  Basis of Preparation

    The Company which is incorporated in Delaware, is a special
    purpose corporation that has been organized solely for the
    purpose of issuing, as agent on behalf of Calpetro Tankers
    (Bahamas I) Limited, Calpetro Tankers (Bahamas II) Limited,
    Calpetro Tankers (Bahamas III) Limited and Calpetro Tankers
    (IOM) Limited (each an "Owner" and, together the "Owners"),
    the Serial Mortgage Notes and the Term Mortgage Notes as full
    recourse obligations of the Company and loaning the proceeds
    of the sale of the Notes to the Owners to facilitate the
    funding of the acquisition of four vessels from Chevron
    Transport Corporation (the "Initial Charterer").  These
    statements reflect the net proceeds from the sale of the Term
    Mortgage Notes together with the net proceeds from sale of
    the Serial Mortgage Notes having been applied by way of long-
    term loans to the Owners to fund the acquisition of the
    Vessels from the Initial Charterer.

2-  Principal accounting policies

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

    (a)  Revenue and expense recognition

         Interest receivable on the Serial Loans and on the Term
         Loans is accrued on a daily basis.  Interest payable on
         the Serial Mortgage Notes and on the Term Mortgage Notes
         is accrued on a daily basis.  General and administrative
         expenses incurred by the company are reimbursed by the
         Owners.

    (b)  Deferred charges

         Deferred charges represent the capitalization of debt
         issue costs.  These costs are amortized over the term of
         the Notes to which they relate.

    (c)  Reporting currency

         The reporting and functional currency is United States
         Dollars.


                               22



<PAGE>

3-  Serial Loans

    The principal balances of the Serial Loans earn interest at
    rates ranging from 7.44% to 7.62% and mature over a six year
    period beginning April 1, 2001.  The loans are reported net
    of the related discounts which are amortized over the term of
    the loans.

4-  Term Loans

    The principal balances of the Term Loans earn interest at a
    rate of 8.52% per annum and are to be repaid over a twelve
    year period beginning nine years from April 1, 1995.  The
    loans are reported net of the related discounts which are
    amortized over the term of the loans.

5-  Serial Loans and Term Loans Collateral

    The Term and Serial Loans are collateralized by first
    preference mortgages on the Vessels to the Company.  The
    earnings and insurance relating to the Vessels have been
    collaterally assigned pursuant to an Assignment of Earnings
    and Insurance to the Company which in turn has assigned such
    Assignment of Earnings and Insurance to the Collateral
    Trustee.  The Initial Charters and Chevron Guarantees
    relating to the Vessels have been collaterally assigned
    pursuant to the Assignment of Initial Charter and Assignment
    of Initial Charter Guarantee to the Company, which in turn
    has assigned such Assignments to the Collateral Trustee.  The
    Capital Stock of each of the Owners has been pledged to the
    Company pursuant to the Stock Pledge Agreements.

6-  Serial Mortgage Notes

    The Serial Mortgage Notes bear interest at rates ranging from
    7.44% to 7.62% through maturity.  The Notes mature over a six
    year period beginning one year from April 1, 2001.  Interest
    is payable semi-annually.

    The outstanding serial loans have the following
    characteristics:

             Principal  Interest      Maturity
             due        rate            date
             $ 000

             18,160     7.44%     April 1, 2001
             18,160     7.49%     April 1, 2002
             18,160     7.55%     April 1, 2003
             12,950     7.57%     April 1, 2004
             7,740      7.60%     April 1, 2005


                               23



<PAGE>

             2,530      7.62%     April 1, 2006
             _______

             77,700
             _______

7-  Term Mortgage Notes

    The Term Mortgage Notes bear interest at a rate of 8.52% per
    annum.  Principal is repayable on the Term Mortgage Notes in
    accordance with a twelve year sinking fund schedule
    commencing nine years from April 1, 1995.  Interest is
    payable semi-annually.

    The table below provides the scheduled sinking fund
    redemption amounts and final principal payments on the Term
    Mortgage Notes if none of the Initial Charters is terminated
    and if all of the Initial Charters are terminated on the
    earliest termination dates.

             Scheduled      No Initial      All Initial
           Payment date      Charters        Charters
                            Terminated      Terminated
                               $ 000           $ 000

             April 1, 2004        3,355        1,700
             April 1, 2005        6,542        3,480
             April 1, 2006        9,526        5,320
             April 1, 2007       10,942        6,340
             April 1, 2008       10,942        6,880
             April 1, 2009       10,942        7,470
             April 1, 2010       10,942        8,110
             April 1, 2011       10,942        8,800
             April 1, 2012       10,942        9,540
             April 1, 2013       10,942       10,360
             April 1, 2014       10,942       11,240
             April 1, 2015       10,941       38,660

                                117,900      117,900

8-  Recently Issued Accounting Standards and Securities and
    Exchange Commission Rules

    SFAS No. 133, "Accounting for Derivatives and Hedging
    Activities" is effective for all fiscal quarters of all
    fiscal years beginning after June 15, 2000 (January 1, 2001
    for the Company) and requires that all derivative instruments
    be recorded on the balance sheet at their fair value.
    Changes in the fair value of derivatives are recorded each
    period in current earnings or other comprehensive income,
    depending on whether a derivative is designated as part of a


                               24



<PAGE>

    hedge transaction and, if it is, the type of hedge
    transaction.

    The adoption of SFAS No. 133 will have no effect on the
    presentation of the Company's balance sheet or results of
    operations.

Item 9-  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure

         None.

                            PART III

Item 10- Directors and Officers of Registrant

Directors and Executive
Officers of California Petroleum  Age        Position

Nancy D. Smith                    32     Director and President
Louise E. Colby                   52     Director and Assistant
                                         Secretary
R. Douglas Donaldson              59     Treasurer
Jacy L. Wilson                    27     Secretary

Nancy D. Smith  has been a Director and the President of
California Petroleum since 1994.  She jointed  JH Management
Corporation, a Massachusetts business corporation that engages in
the management of special purpose corporations for structured
financial transactions in 1993 as its President currently the
Vice President of the corporation.  From 1997 to 1992, she was a
legal secretary at Ropes & Gray, a law firm in Boston, MA.  From
1992 to 1993, she was a personal assistant to Bob Woolf
Associates, Inc.

Louise E. Colby  has been a Director of the Corporation since
1994.   She was the Secretary and Treasurer in 1994 and has
served as an Assistant Secretary from 1995 to present.  She is a
former Director, Secretary and Treasurer of JH Management
Corporation beginning in 1989 and currently serves as its
Assistant Treasurer.  She has also served as the Trustee of the
Cazenove Street Realty Trust since 1983 and, since 1985, a
Trustee of The 1960 Trust, a charitable trust for the benefit of
Harvard University.

R. Douglas Donaldson has been the Treasurer of the Corporation
since 1995  He has been President of JH Management Corporation
since 1994.  He was the Vice President of a sibling management
corporation, JH Holdings Corporation, from 1994 to early 1999,
when he was promoted to President of that corporation as well.
Prior to 1994, he as a bank officer (primarily at Bank of New


                               25



<PAGE>

England) for over twenty-five years in the field of personal
trust and estate planning.  He is also the sole trustee of two
charitable trusts for the benefit of Harvard University.

Jacey L. Wilson has been the Secretary of the Corporation since
1998.  She joined the Boston law firm of Ropes & Gray in 1998 as
a paralegal, after obtaining her bachelor's degree in 1995 from
Boston College and here master's degree in 1997 from Northeastern
University.

Item 11- Executive Compensation

         The directors and officers of California Petroleum are
         not compensated.

Item 12- Security Ownership of Certain Beneficial Owners and
         Management

The following table provides information as of March 12, 2001
with respect to the ownership by each person or group of persons,
known by the registrant to be a record owner of 5% or more of the
Common Stock.

Except as set forth below, the Registrant is not aware of any
record owner of more than 5% of the Common Stock as of close of
business on March 12, 2001.
Title of Class                                Number of  Percent
of Securities Name and address                Shares     of Class

Common Stock   The California Trust           1,000      100%
               c/o J H Holdings Corporation
               P.O. Box 4024
               Room 6/9
               One International Place
               Boston,
               Massachusetts 02101

Item 13- Certain Relationships and Related Transactions

         None.

Item 14- Exhibits, Financial Statement Schedules and Reports on
         Form 8-K

         None.

         Supplemental Information to be furnished with reports
         filed pursuant to Section 15(d) by Registrants which
         have not registered securities pursuant to Section 12 of
         the Act



                               26



<PAGE>

         No annual report, proxy statement, form of proxy or
         other soliciting material has been sent to
         Certificateholders, and the Registrant does not
         contemplate sending any such materials subsequent to the
         filing of this report.
















































                               27



<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.





           CALIFORNIA PETROLEUM TRANSPORT CORPORATION



                           Registrant




                         /s/ Nancy D. Smith
                         Nancy D. Smith
                            President





Date:    March 30, 2001


Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons
and in the capacities and on the date indicated.

Name                     Title                     Date

/s/ Nancy D. Smith
Nancy D. Smith           Director and President    March 30, 2001
                         (Principal Executive
                         Officer)


/s/ Louise E. Colby
Louise E. Colby          Director                  March 30, 2001


/s/ R. Douglas Donaldson
R. Douglas Donaldson     Principal Financial
                         and Accounting Officer    March 30, 2001


                               28
02089006.AD3