<PAGE>






           CALIFORNIA PETROLEUM TRANSPORT CORPORATION













ANNUAL REPORT

For year ended 
December 31, 1998
on Form 10-K   SECURITIES AND EXCHANGE COMMISSION



<PAGE>

                     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, 1998

                               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:

                              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



<PAGE>

    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.



<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.............................................10

    Item 9.   Changes in and Disagreements with
              Accountants on Accounting and Financial
              Disclosure.......................................17

PART III

    Item 10.  Directors and Officers of the
              Registrant.......................................17

    Item 11.  Executive Compensation.......................... 17

    Item 12.  Security Ownership of Certain
              Beneficial Owners and Management................ 17

    Item 13.  Certain Relationships and Related
              Transactions.....................................18




<PAGE>

PART IV

    Item 14.  Exhibits, Financial Statement Schedules
              and Reports on Form 8-K..........................18



<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 (as defined), 8.52% term
mortgage notes due 2015 and serial mortgage notes due between
2004 and 2015, (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 out 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 out 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 charter dated as of the date of the
original issuance of the notes (collectively, the "Charters") and


                                1



<PAGE>

which is due to expire on April 1, 2015.  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 longer-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 shipowners 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.

THE INTERNATIONAL TANKER MARKET CONTINUED

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 deadweight tonnes ("dwt");
(ii) VLCC-size range of approximately 200,000 to 320,000 dwt;
(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-size tankers also engage in long-haul


                                2



<PAGE>

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 tanker
market in general has been depressed for a number of years,
largely as a result of an excess of tonnage supply over demand.
In 1998, the Suezmax sector of the tanker market continued to
fluctuate and some reductions came as a result of lower oil
demand from Asian economies.  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.


ITEM 2.  PROPERTIES

The Owners paid approximately $80.7 million for each double-
hulled Vessel and $40.0 million for the single-hulled Vessel.

                                               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
business.









                                3



<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, 1998.


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, 1999 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 derived from more detailed information
and financial statements and notes thereto appearing elsewhere in
this Annual Report and should be read in conjunction therewith.


           CALIFORNIA PETROLEUM TRANSPORT CORPORATION


INCOME STATEMENT DATA

(US Dollars in thousands)                                             Period
                                         Year ended              April 1, to
                                       December 31,             December 31,
                                  1998         1997        1996         1995

INCOME

Interest income                 19,130       20,421      21,659       16,640
Recovery of general and
  administrative expenses           61           64          64           47
                               _______    _________   _________    _________

                                19,191       20,485      21,723       16,687
EXPENSES

Interest payable              (18,874)     (20,165)    (21,403)     (16,452)




                                4



<PAGE>

General and administrative
  expenses                        (61)         (64)        (64)         (47)
Amortization of debt
  issue costs                    (256)        (256)       (256)        (188)
                               _______    _________   _________    _________

NET INCOME                         Nil          Nil         Nil          Nil
                               =======    =========   =========    =========













































                                5



<PAGE>

                 CALIFORNIA PETROLEUM TRANSPORT CORPORATION

BALANCE SHEET DATA


                                                   December 31,
(US Dollars in thousands)         1998         1997        1996         1995

ASSETS

Current assets:

Cash and cash equivalents            1            1           1            1
Current portion of serial loan  18,160       18,160      18,160       17,160
Interest receivable              4,637        4,962       5,279        5,566
Other assets                         6           28           6            8
                               _______    _________   _________    _________

TOTAL CURRENT ASSETS            22,804       23,151      23,446       22,735
                                      
Serial loans receivable less 
  current portion               94,850      112,842     130,834      148,826
Terms loans receivable         116,466      116,378     116,290      116,202
Deferred charges and other
  assets                         2,444        2,700       2,956        3,212
                              ________   __________  __________   __________

TOTAL ASSETS                   236,564      255,071     273,526      290,275
                              ========     ========    ========     ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Interest accrued                 4,637        4,962       5,279        5,566
Current portion of serial
  mortgage notes                18,160       18,160      18,160       17,160
Other liabilities                    6           28           6            8
                               _______    _________   _________    _________

TOTAL CURRENT LIABILITIES       22,803       23,150      23,445       22,734
                                      
Serial mortgage notes           95,860      114,020     132,180      150,340
Term mortgage notes            117,900      117,900     117,900      117,900
                              ________   __________  __________   __________

TOTAL LIABILITIES              236,563      255,070     273,525      290,274






                                6



<PAGE>

                              ________   __________  __________   __________

Shareholders' equity                 1            1           1            1
                                  ____         ____        ____         ____

TOTAL LIABILITIES AND 
  STOCKHOLDERS' EQUITY         236,564      255,071     273,526      290,275
                              ========     ========    ========     ========













































                                7



<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

i)  California Petroleum

California Petroleum's sole business has been to issue, as agent
on behalf of the Owners, the Notes and to loan to the Owners the
proceeds of the sale of the Notes.  California Petroleum's only
sources of funds with respect to the Notes are payments of
interest and principal on 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 on page 11
Statement of Income.

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


                                8



<PAGE>

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 is taking, and
will continue to take, all reasonable steps to allow business
continuity into the year 2000 and beyond.

The Initial Charterer's obligation to pay charter hire is
absolute, including in 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.

California Petroleum and the Owners rely on banks for their
payments and on general communication equipment. California
Petroleum and the Owners will only rely on internationally
recognized commercial banks and communication companies for
providing such services. The Owners rely on services provided by
the Manager for their administration and management. The Manager
provides these services at a fixed price. The Manager has assured
the Owners that it shall be able to provide such services without
date related interruptions. Accordingly, the Owners do not expect
to incur any year 2000 related expenses.


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, 1998 is as follows:

         i)   SERIAL LOANS

              The principal balances of the Serial Loans earn
              interest at rates ranging from 7.30% to 7.62% and
              mature over a eight year period beginning April 1,
              1999.  The loans are reported net of the related
              discounts, which are amortized over the term of the
              loans.




                                9



<PAGE>

              The outstanding serial loans have the following
              characteristics:


              Principal       Interest           Maturity
                    due           rate               date
                  $ 000

                 18,160          7.30%      April 1, 1999
                 18,160          7.35%      April 1, 2000
                 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
                               _______

                               114,020
                               _______

































                               10



<PAGE>

ITEM 7   (a)  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK

 (a)     QUANTITATIVE INFORMATION ABOUT MARKET RISK (CONTINUED)

    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              5,320
          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
                               _______            _______













                               11



<PAGE>

ITEM 7   (a) QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK

 (a)     QUANTITATIVE INFORMATION ABOUT MARKET RISK (CONTINUED)

    iii) SERIAL MORTGAGE NOTES

         The Serial Mortgage Notes bear interest at rates ranging
         from 7.30% to  7.62% through maturity.  The Notes mature
         over an eight-year period beginning one year from April
         1, 1999.  Interest is payable semi-annually.

         The outstanding serial loans have the following
         characteristics:

          Principal due  Interest Rate      Maturity Date
            on maturity
                  $ 000

                 18,160          7.30%      April 1, 1999
                 18,160          7.35%      April 1, 2000
                 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
                              ________

                               114,020
                              ________






















                               12



<PAGE>

ITEM 7   (a)  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
         MARKET RISK

 (a)     QUANTITATIVE INFORMATION ABOUT MARKET RISK  (CONTINUED)

    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.


              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

         The Corporation was organized solely for the purpose of
         issuing, as agent on behalf of certain ship Owners, the
         Term Mortgage in 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.


                               13



<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 sheet of California
Petroleum Transport Corporation as of December 31, 1998 and 1997
and the related statements of income and cash flows for the years
ended December 31, 1996, 1997 and 1998.  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 audit.

We conducted our audits in accordance with United Kingdom
auditing standards, which do not differ in any significant
respect from United States generally accepted auditing standards.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of California Petroleum Transport Corporation at December 31,
1998 and 1997, and the results of its operations and its cash
flows for the years ended December 31, 1996, 1997 and 1998 in
conformity with accounting principles generally accepted in the
United States.





                                       Ernst & Young
Douglas, Isle of Man                   Chartered Accountants



March 12, 1999






                               14



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                       STATEMENT OF INCOME



(US Dollars in thousands)
                                            Year ended
                                           December 31,
                                  1998         1997        1996
INCOME

Interest income                 19,130       20,421      21,659
Recovery of general and
  administrative expenses           61           64          64
                               _______      _______     _______

                                19,191       20,485      21,723
Deduct:

EXPENSES

Interest payable              (18,874)     (20,165)    (21,403)
General and administrative
  expenses                        (61)         (64)        (64)

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

NET RESULT FOR THE YEAR            Nil          Nil         Nil
                               =======      =======     =======





















                               15



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                          BALANCE SHEET


                                                December 31,
(US Dollars in thousands)        Notes         1998        1997

ASSETS

Current assets:

Cash and cash equivalents                         1           1
Current portion of Serial loan       3       18,160      18,160  
Interest receivable                           4,637       4,962
Other assets                                      6          28
                                            _______    ________

TOTAL CURRENT ASSETS                         22,804      23,151

Serial loans receivable
  less current portion               3       94,850     112,842  
Terms loans receivable               4      116,466     116,378
Deferred charges and other
  assets                          2(b)        2,444       2,700
                                           ________    ________

TOTAL ASSETS                                236,564     255,071
                                           ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Interest accrued                              4,637       4,962
Current portion of serial
  mortgage notes                   5,6       18,160      18,160
Other liabilities                                 6          28
                                            _______     _______

TOTAL CURRENT LIABILITIES                    22,803      23,150

Serial mortgage notes              5,6       95,860     114,020
Term mortgage notes                5,7      117,900     117,900
                                           ________    ________









                               16



<PAGE>

TOTAL LIABILITIES                           236,563     255,070
                                           ________    ________
Shareholders' equity:
Common stock: 1,000 shares
  authorized, issued and outstanding              1           1
                                                ___         ___

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY
                                            236,564     255,071
                                           ========    ========


           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                     STATEMENT OF CASH FLOWS


                                            Year ended
                                           December 31,
                                  1998         1997        1996
(US Dollars in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net income                        -            -           -
   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       347          295         289
         Accounts payable        (347)        (295)       (289)
                                  ____         ____       _____

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


CASH FLOWS FROM INVESTING ACTIVITIES:

   Term and Serial loans
     repaid                     17,904       17,904      16,904
                               _______      _______    ________






                               17



<PAGE>

   Net cash from investing
     activities                 17,904       17,904      16,904
                               _______      _______    ________


CASH FLOWS FROM FINANCING ACTIVITIES

   Serial notes redeemed      (18,160)     (18,160)    (17,160)
                               _______     ________    ________

   Net cash used in financing
     activities               (18,160)     (18,160)    (17,160)
                               _______     ________    ________


NET INCREASE IN CASH AND
  CASH EQUIVALENTS                 Nil          Nil         Nil
                                   ===          ===         ===

   Cash at bank at beginning 
    and end of year                Nil          Nil         Nil
                                   ===          ===         ===































                               18



<PAGE>

           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.
              The Owners reimburse general and administrative
              expenses incurred by the company.

         (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




                               19



<PAGE>

              The reporting and functional currency is United
              States Dollars.
         
3.       SERIAL LOANS

         The principal balances of the Serial Loans earn interest
         at rates ranging from 7.30% to 7.62% and mature over an
         eight year period beginning April 1, 1999.  The loans
         are reported net of the related discounts, which are
         amortized over the term of the loans.











































                               20



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                NOTES TO THE FINANCIAL STATEMENTS

                           (CONTINUED)


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 7.30% to 7.62% through maturity.  The Notes mature
         over an eight-year period beginning one year from April
         1, 1999.  Interest is payable semi-annually.

         The outstanding serial loans have the following
         characteristics:

          Principal due  Interest Rate      Maturity Date
            on maturity
                  $ 000

                 18,160          7.30%      April 1, 1999
                 18,160          7.35%      April 1, 2000
                 18,160          7.44%      April 1, 2001
                 18,160          7.49%      April 1, 2002


                               21



<PAGE>

                 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
               ________

                114,020
               ________













































                               22



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                NOTES TO THE FINANCIAL STATEMENTS

                           (CONTINUED)


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        10,9426               ,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, 1999 (January 1,
         2000 for the Company) and requires that all derivative
         instruments be recorded on the balance sheet at their


                               23



<PAGE>

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

         The Company anticipates that the adoption of SFAS No.
         133 will not have a material effect on the presentation
         of the Company's balance sheet or results of operations.












































                               24



<PAGE>

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                    31     Director and President
Louise E. Colby                   50     Director and Assistant
                                         Secretary
R. Douglas Donaldson              57     Treasurer
Jacy L. Wilson                    25     Secretary


Nancy D. Smith  has been a Director and the President of
California Petroleum since 1994.  She joined JH Management
Corporation (a Massachusetts business corporation engaged in the
management of special business corporations for structured
financial transactions) in 1993 as its President and is currently
the Vice President of the corporation.  From 1987 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 at 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 was a bank officer (primarily at Bank of New
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


                               25



<PAGE>

Boston College and her 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 12,1999 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 ,1999.


TITLE OF CLASS                              NUMBER OF PERCENT OF
OF SECURITIES  NAME AND ADDRESS             SHARES    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





                               26



<PAGE>

REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

No annual report, proxy statement, form of proxy or other
soliciting material has been sent to holders of California
Petroleum's Notes, 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 31, 1999


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 31, 1999
                        Principal Executive
                        Officer








                               28



<PAGE>

/s/ Louise E. Colby   
_______________________
Louise E. Colby         Director                   March 31, 1999


/s/ R. Douglas Donaldson
________________________
R. Douglas Donaldson    Principal Financial and    March 31, 1999
                        Accounting Officer












































                               29
02089007.AA6