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

                                    FORM 20-F

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

                                       OR

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

For the fiscal year ended      December 31, 2005

                                       OR

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

                                       OR

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

Date of event requiring this shell company report
                                                   -----------------------------

Commission file number            033-79220-01

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

                                     Bahamas
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         (State or other jurisdiction of incorporation or organization)

          Mareva House, 4 George Street, PO Box N-3937, Nassau, Bahamas
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                    (Address of principal executive offices)

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

     Title of each class               Name of each exchange on which registered

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

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

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

                                      None
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Indicate the number of shares outstanding of each of the registrant's classes of
capital or common stock, as of the close of the period covered by the annual
report.

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

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.

                                                        [ ] Yes    [X] No

If this report is an annual or transition report,  indicate by check mark if the
registrant  is not required to file  reports  pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.

                                                        [  ] Yes   [X] No

Note - Checking the box above will not relieve any  registrant  required to file
reports  pursuant to Section 13 or 15(d) of the Securities  Exchange Act of 1934
from their obligations under those Sections.

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.
[ X ] Yes      [    ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):

Large accelerated filer [  ]  Accelerated filer [  ]   Non-accelerated filer [X]

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

                                                      [ ] Item 17 [ X ] Item 18

If this is an annual report,  indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

                                                        [  ] Yes   [X] No
<PAGE>
                      CALPETRO TANKERS (BAHAMAS I) LIMITED
                          INDEX TO REPORT ON FORM 20-F

                                                                        Page
PART I
Item 1.    Identity of Directors, Senior Management and Advisers...........2
Item 2.    Offer Statistics and Expected Timetable.........................2
Item 3.    Key Information.................................................3
Item 4.    Information on the Company......................................6
Item 4A.   Unresolved staff comments.......................................20
Item 5.    Operating and Financial Review and Prospects....................20
Item 6.    Directors, Senior Management and Employees......................22
Item 7.    Major Shareholders and Related Party Transactions...............23
Item 8.    Financial Information...........................................24
Item 9.    The Offer and Listing...........................................24
Item 10.   Additional Information..........................................24
Item 11.   Quantitative and Qualitative Disclosures about Market Risk......25
Item 12.   Description of Securities Other than Equity Securities..........26

PART II
Item 13.   Defaults, Dividend Arrearages and Delinquencies.................26
Item 14.   Material Modifications to the Rights of Security Holders
           and Use of Proceeds.............................................26
Item 15.   Controls and Procedures.........................................26
Item 16.   [Reserved]                                                      27
Item 16A.  Audit Committee Financial Expert................................27
Item 16B.  Code of Ethics..................................................27
Item 16C.  Principal Accountant Fees and Services..........................27
Item 16D.  Exemptions from the Listing Rules for Audit Committees..........28
Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated
           Purchasers                                                      28
PART III
Item 17.   Financial Statements............................................28
Item 18.   Financial Statements............................................28
Item 19.   Exhibits........................................................29
<PAGE>

                                  PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

Item 1.    Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.


Item 3.  Key Information

Selected Financial Data

The selected  statement of operations and retained  earnings data of the Company
with respect to the fiscal years ended  December 31, 2005,  2004,  and 2003, and
the selected balance sheet data at December 31, 2005 and 2004, have been derived
from the Company's  audited financial  statements  included herein and should be
read in conjunction  with such  statements  and the notes thereto.  The selected
statement of  operations  and retained  earnings  data with respect to the years
ended December 31, 2002 and 2001 and the selected balance sheet data at December
31, 2003, 2002 and 2001 have been derived from audited  financial  statements of
the Company not  included  herein.  The  following  table should also be read in
conjunction  with Item 5 "Operating and Financial  Review and Prospects" and the
Company's  audited financial  statements and notes thereto included herein.  The
Company's accounts are maintained in US dollars.

                                           Year ended December 31,
                                2005      2004        2003     2002    2001
                       (U.S. Dollars in thousands except per share data)

 Statement of operations
 and retained earnings data
 Total operating revenues       2,982     3,269      3,577    3,997    4,432
 Net (loss) /  income            (75)      (31)       (61)       38       83

 Per share data:
 Dividends per share                -         -          -        -        -

 Balance sheet data:
 Total assets                  35,749    39,254     42,721   48,059   53,327
 Current portion  Loans         3,355     3,355      5,210    5,210    5,210
 Long-term loans               30,197    33,552     35,052   40,262   45,472
 Stockholder's equity           1,456     1,531      1,562    1,623    1,585

(1) Includes current portion.

Risk Factors

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

Our vessel the CYGNUS VOYAGER (formerly Samuel Ginn) (the "Vessel") is currently
operated  under  a  bareboat  charter  (the  "Charter")  to  Chevron   Transport
Corporation  ("Chevron").  The  Charter  has a term  expiring  on April 1, 2015,
subject to the fact that Chevron has an option to terminate the charter  earlier
on for specified  dates.  The first option to terminate was on April 1, 2003 and
subsequent options exist on each of the three subsequent two-year  anniversaries
thereof. Non-binding notice of the intention to exercise the option to terminate
the  Charter  must be given at least  twelve  months  in  advance  for the first
Optional  Termination Date with irrevocable  notice being required at least nine
months before the first  Optional  Termination  Date and seven months in advance
for  subsequent  Optional  Termination  Dates.  No notice has been received with
regard to the third optional termination date, April 1, 2007, which implies that
the vessel will be on charter to Chevron at least until April 1, 2009.

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

Because our Charter may be  terminated  in April 2009,  we may incur  additional
expenses and not be able to recharter our Vessel profitably

Chevron had its first option to terminate  its Charter on April 1, 2003 and 2005
and has subsequent options on each of the two subsequent two-year  anniversaries
thereof.  Chevron has the sole discretion to exercise these options and will not
owe any fiduciary or other duty to the holders of the Notes in deciding  whether
to exercise the termination  options,  and Chevron's decision may be contrary to
our  interests or those of the holders of the Notes.  Chevron has not  exercised
its right to exercise the first, second and third termination option.

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

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

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

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

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

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

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

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

We are highly dependent on Chevron and Chevron Corporation

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

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

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

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

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

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

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

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

We are highly leveraged.  As of December 31, 2005, we had $33.6 million in total
indebtedness outstanding and stockholders' equity of $1.5 million. The degree to
which we are leveraged could have important  consequences for the holders of the
Notes, including:

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

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

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

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

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

We have a limited business purpose which limits our flexibility

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

Item 4.  Information on the Company

The Company

CalPetro  Tankers (Bahamas I) Limited was incorporated in the Bahamas on May 13,
1994 together with two other  companies:  CalPetro  Tankers (Bahamas II) Limited
and CalPetro Tankers (Bahamas III). In addition,  CalPetro Tankers (IOM) Limited
was incorporated in the Isle of Man. Together these companies are referred to as
the "Owners".  Each of the Owners was organised as a special purpose company for
the purpose of acquiring one of four oil tankers (each a "Vessel",  together the
"Vessels") from Chevron.

California Petroleum Transport  Corporation,  a Delaware corporation,  acting as
agent on behalf of the Owners, issued as full recourse obligations  $167,500,000
Serial First  Preferred  Mortgage Notes and  $117,900,000  8.52% First Preferred
Mortgage  Notes due 2015  (together the "Notes").  The proceeds from the sale of
the Notes were applied by way of long-term loans,  being Serial Loans in respect
of the Serial First  Preferred  Mortgage  Notes and Term Loans in respect of the
First  Preferred  Mortgage Notes due 2015, to the Owners to fund the acquisition
of the Vessels from Chevron.  We were allocated  $41,410,000 of the Serial Loans
and  $40,262,000  of the Term Loans and acquired our Vessel,  the CYGNUS VOYAGER
(formerly  Samuel Ginn), as described below. We engage in no business other than
the ownership  and  chartering of our Vessel and  activities  resulting  from or
incidental to such ownership and chartering.

We are  wholly-owned  by  California  Tankers  Investments  Limited,  a  company
organized  under  the  laws of the  Bahamas,  which  is in  turn a  wholly-owned
subsidiary  of  CalPetro  Holdings  Limited,  an Isle of Man  company.  CalPetro
Holdings Limited is a wholly-owned subsidiary of Independent Tankers Corporation
("ITC"),  a  Cayman  Islands  company  which  is a  wholly-owned  subsidiary  of
Frontline Ltd. ("Frontline"), a publicly listed Bermuda company.

Overview of the Business

Our Vessel is a 150,000 deadweight tonne ("dwt") Suezmax oil tanker,  called the
CYGNUS VOYAGER (formerly Samuel Ginn), which was acquired from Chevron.  Suezmax
tankers are medium-sized  vessels ranging from approximately  120,000 to 200,000
dwt, and of maximum  length,  breadth and draft  capable of passing fully loaded
through the Suez Canal.

The Vessel has been chartered  back to Chevron.  The Charter has a term expiring
on April 1, 2015, subject to Chevron's right to terminate the Initial Charter on
certain  specified dates.  Chevron did not elect to terminate the Charter on the
two first  specified  dates  April 1, 2003,  and April 1, 2005.  The  subsequent
specified  dates  are April 1,  2007,  and April 1,  2009.  For these  remaining
optional termination dates a non-binding notice of the intention to exercise the
option to terminate the Charter must be given at least twelve months in advance,
with  irrevocable notice to be given seven months prior to the termination date.
Chevron is required to pay us a termination payment (the "Termination  Payment")
on or prior to the termination dates as follows:

        (In millions of $)
      Optional                   Termination
      Termination Date               Payment
      April 1, 2007                    11.12
      April 1, 2009                     9.97

Chevron is principally  engaged in the marine  transportation of oil and refined
petroleum products.  Chevron's primary transportation routes are from the Middle
East,  Indonesia,  Mexico,  West Africa and the North Sea to ports in the United
States,  Europe,  the United  Kingdom  and Asia.  Chevron has advised us that it
expects  to use the  Vessel  worldwide  as  permitted  under  the  Charter.  The
obligations of Chevron under the Charter are guaranteed by Chevron  Corporation,
a major  international  oil  company,  pursuant  to a  guarantee  (the  "Chevron
Guarantee").   Chevron  is  an  indirect,  wholly-owned  subsidiary  of  Chevron
Corporation.

The Vessel is a double-hull  oil carrier and is presently  registered  under the
Bahamas flag. The Vessel was  constructed  under the  supervision of Chevron and
designed to Chevron's  specifications to enhance safety and reduce operating and
maintenance costs,  including such features as high performance  rudders,  extra
steel (minimal use of high tensile  steels),  additional fire safety  equipment,
redundant power generation equipment,  extra coating and electrolytic  corrosion
monitoring and protection systems,  additional crew quarters to facilitate added
manning  and a  double-hull  design  patented  by one of  Chevron  Corporation's
subsidiaries.   The  builder  of  CYGNUS  VOYAGER  (formerly  Samuel  Ginn)  was
Ishikawajima Harima Heavy Industries Co., Ltd.

The Management

On March 31, 1999,  Frontline  became our Manager and  Technical  Advisor to the
Company,  pursuant  to  an  assignment  of a  Management  Agreement.  Under  the
Management Agreement, Frontline provides administrative, management and advisory
services  to us along  with  technical  advisory  services.  If the  Charter  is
terminated  by  Chevron,  Frontline,  acting on our  behalf,  will  provide  all
technical management services and will attempt to find an acceptable replacement
charter for the Vessel.  If an acceptable  replacement  charter is  commercially
unavailable,  the Manager  will  solicit  bids for the sale or  recharter of the
Vessel. The Manager's ability to obtain an acceptable  replacement  charter,  to
sell the Vessel or recharter  the Vessel will depend on market rates for new and
used  vessels,  both of which will depend on the supply of and demand for tanker
capacity for oil  transportation,  and the  advantages or  disadvantages  of the
Vessel compared with other vessels available at the time.

The International Tanker Market

The market for  international  seaborne  crude oil  transportation  services  is
highly fragmented and competitive.  Seaborne crude oil  transportation  services
generally are provided by two main types of operators: major oil company captive
fleets (both private and  state-owned)  and  independent  shipowner  fleets.  In
addition, several owners and operators pool their vessels together on an ongoing
basis,  and  such  pools  are  available  to  customers  to the same  extent  as
independently  owned and operated fleets. Many major oil companies and other oil
trading  companies  also operate their own vessels and use such vessels not only
to transport their own crude oil but also to transport crude oil for third party
charterers in direct  competition with  independent  owners and operators in the
tanker  charter  market.  Competition  for charters is intense and is based upon
price,  location,  size, age,  condition and acceptability of the vessel and its
manager.  Competition is also affected by the availability of other size vessels
to compete in the trades in which we engage.

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

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

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

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

     o    demand for oil and oil products;

     o    global and regional economic conditions;

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

     o    changes in sea borne and other transportation patterns

The factors that influence the supply of tanker capacity include:

     o    the number of newbuilding deliveries;

     o    the scrapping rate of older vessels;

     o    potential conversion of tankers to other purposes; and

     o    the number of vessels that are out of service.

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

For the third year in a row the tanker market was very profitable,  even if 2005
could not compete with 2004. The extreme volatility witnessed in rates over 2004
was experienced to a smaller extent in 2005.  According to industry reports, the
time charter equivalent  earnings,  or TCEs, for a modern Suezmax ranged between
lows of $23,000 per day and highs of $107,000 in 2005.

The International  Energy Agency ("IEA") reported in their May issue, that world
oil demand in 2005 was 83.59 million  barrels per day (mbd), an increase of 1.05
mbd over 2004. The Middle East, China and North America  contributed with 55% of
this increase which is an indicator of their strong economic growth.

Lack of spare oil  production  capacity  drove crude oil prices to about $70 per
barrel  towards the end of the year and dampened the extremely  strong growth in
oil consumption of close to 4.0% in 2004 to 1.3% in 2005 according to IEA. China
continued  its  rapid  economic  growth  with full  force  also in 2005 with GDP
increasing  9.8% however  their growth in oil demand was down from 15.4% in 2004
to 2.4% in 2005.  Hurricanes  Katrina  and Rita  which hit the US Gulf  Coast in
August and September  were each among the top five most  powerful  storms of all
time and  lead to  damages  to  production  platforms  which  caused  additional
ton-miles for the last quarter of 2005. It is estimated that hurricanes  reduced
U.S.  production  by 0.4 million  barrels per day, as an average  over the year.
Geopolitical  tension in Nigeria,  Venezuela,  Iraq, Iran and other parts of the
Middle East,  seems to have had limited  effect on their  production as the OPEC
members in total  increased  their  production by 3.2% in 2005 compared to total
world supply which increased 1.3%.

The size of the world Suezmax fleet  increased by 7% in 2005 from 315 vessels to
337. Two Suezmaxes were scrapped while 24 were  delivered.  The total  orderbook
for Suezmaxes  was at 63 at the end of the year, of which 7 were ordered  during
the year. The total  orderbook for Suezmaxes  equates to 18.7%,  of the existing
fleet.

Even  though  spot market  rates have  declined  during the first four months of
2006,  we believe the outlook for the  remainder  of 2006 is positive due to the
continued  growth in oil  consumption  combined with  relatively few deliveries,
combined with an increasing  amount of  conversions  for other  purposes,  which
should lead to a positive demand environment for tankers.

There is no guarantee  that Suezmax  rates would be  sufficient to meet the debt
service   required  if  the  bareboat  charter  entered  into  with  Chevron  is
terminated.  Spot  market  rates are  volatile  and  generally  linked to global
economic  development and especially demand for oil but also to political events
affecting oil producing countries.

Inspection by Classification Society
Every  commercial  vessel's hull and machinery is "classed" by a  classification
society  authorised  by its  country of  registry.  The  classification  society
certifies that the vessel has been built and  maintained in accordance  with the
rules of such  classification  society and complies  with  applicable  rules and
regulations  of the  country of  registry  of the  vessel and the  international
conventions to which that country is a member.

Each vessel is inspected by a surveyor of the classification society every year,
every two and a half years and every four to five  years.  Should any defects be
found, the classification surveyor will issue a "recommendation" for appropriate
repairs which have to be made by the shipowner within the time limit prescribed.

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


Insurance

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

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

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


Environmental and Other Regulations

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

We believe that the heightened  environmental  and quality concerns of insurance
underwriters,  regulators and  charterers are leading to greater  inspection and
safety  requirements on all vessels and creating an increasing demand for modern
vessels that are able to conform to the  stricter  environmental  standards.  We
maintain  high  operating  standards for our Vessel that  emphasize  operational
safety,  quality maintenance,  continuous training of our crews and officers and
compliance with United States and international and other national regulations.

Our Vessel is subject to both scheduled and unscheduled inspections by a variety
of  governmental   and  private   entities,   each  of  which  may  have  unique
requirements. These entities include the local port authorities such as the U.S.
Coast Guard, harbor master or equivalent,  classification  societies, flag state
administration  or country of registry,  and charterers,  particularly  terminal
operators and major oil companies  which conduct  frequent  vessel  inspections.
Each of these entities may have unique requirements that we must comply with.

International Maritime Organization

The International Maritime  Organization,  or the IMO (the United Nations agency
for  maritime  safety and the  prevention  of marine  pollution  by ships),  has
adopted the International Convention for the Prevention of Marine Pollution from
Ships,  1973,  as modified by the Protocol of 1978 relating  thereto,  which has
been updated through various amendments,  or the "MARPOL Convention.  The MARPOL
Convention relates to environmental standards including oil leakage or spilling,
garbage  management,  as well as the handling  and disposal of noxious  liquids,
harmful substances in packaged forms,  sewage and air emissions.  In March 1992,
the IMO adopted  regulations  that set forth pollution  prevention  requirements
applicable to tankers,  which became effective in July 1993. These  regulations,
which  have  been  adopted  by more  than  150  nations,  including  many of the
jurisdiction in which our Vessel operates, provide, in part, that:

     o    tankers   between  25  and  30  years  old  must  be  of   double-hull
          construction or of a mid-deck design with  double-sided  construction,
          unless:

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

        (2)    they are capable of  hydrostatically  balanced  loading  (loading
               cargo into a tanker in such a way that,  in the event of a breach
               of the hull, water flows into the tanker,  displacing oil upwards
               instead of into the sea);

     o    tankers 30 years old or older must be of double-hull  construction  or
          mid-deck design with double-sided construction; and

     o    all tankers are subject to enhanced inspections.

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

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

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

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


These  regulations  were amended in 2001 and provided a timetable  for the phase
out of single hull tankers. This timetable was amended again in December 2003 in
response to European Union, or EU,  proposals,  further  accelerating  the final
phase-out dates for single hull tankers.

The  baseline  phase-out  dates apply to tankers  according  to their  certified
arrangement  (protectively  located  segregated ballast tanks or PL/SBT) and the
type of oil carried as cargo. These regulations  identify 3 categories of single
hull tankers, including double side and double bottom tankers:

a)  Category  1 (Pre-  PL/SBT)  oil  tankers--any  tanker of 20,000 dwt or above
    carrying crude oil, fuel oil,  heavy diesel oil or lubricating  oil as cargo
    or of 30,000 dwt or above carrying other types of oil.
b)  Category 2 (PL/SBT) oil tankers--any  tanker of 20,000 dwt or above carrying
    crude oil,  fuel oil,  heavy  diesel oil or  lubricating  oil as cargo or of
    30,000 dwt or above carrying other types of oil.
c)  Category  3 oil  tankers--any  tanker of  between  5,000 dwt and  20,000 dwt
    carrying crude oil, fuel oil,  heavy diesel oil or lubricating  oil as cargo
    or less than 30,000 dwt carrying other types of oil.

The table below provides the specific phase out dates according to each category
of oil  tanker.  Oil  tankers  that meet  MARPOL  Regulation  13F or have double
bottoms and double sides with  dimensions in compliance  with MARPOL  Regulation
13G1(c) continue to be exempt from the accelerated phase out.


Baseline Phase Out Scheme

Phase Out Date                            Year of Delivery
                       Category 1           Category 2              Category 3
 April 5, 2005    before April 5, 1982           before April 5, 1977
    + 2005        after April 5, 1982   After April 5, 1977 but before
                                             January 1, 1978
    + 2006                                   1978* and 1979*
    + 2007                                   1980* and 1981*
    + 2008                                        1982*
    + 2009                                        1983*
    + 2010                                   1984* or later
                + by Anniversary of Delivery Date In Year
                            * subject to CAS

For  Category  2 and  3  tankers,  a  successful  completion  of  the  Condition
Assessment  Scheme  (CAS)  is  required  by 15  years  of age  or by  the  first
intermediate or renewal survey due after April 5, 2005, which ever occurs later.

The new  phase-out  regime  became  effective  on April 5, 2005.  For Category 1
tankers  (pre-MARPOL  tankers without segregated ballast tanks,  generally built
before 1982),  the final  phase-out date was brought  forward to 2005 from 2007.
For Category 2 tankers  (MARPOL  tankers,  generally built after 1982) the final
phase out date has brought forward to 2010 from 2015.

To soften the  significant  impact  that would  occur if the  approximately  700
tankers  (approximately 67.0 million tons dwt) were to be phased out globally in
2010 as per above,  two  exceptions to the baseline phase out dates were adopted
which  allow  Category 2 and 3 oil  tankers  that have passed the CAS to operate
beyond the 2010 cut-off date as summarized below:

Exception  One - a flag state may  permit oil  tankers to operate to 25 years of
age provided  that, not later than July 1, 2001, the entire cargo tank length is
protected  with one of the following  arrangements  which cannot be used for the
carriage of oil:

     o    Double bottoms having a height at centerline  which does not meet that
          required by the MARPOL Regulation 13E; or

     o    Wing tanks  having a width  which does not meet that  required  by the
          International Bulk Chemical Code for type 2 cargo tank location.

Exception  Two - a flag state may permit oil  tankers,  that do not have  double
bottoms nor double sides, to operate to the age of 25 or the anniversary date of
the tanker's delivery in 2015, whichever occurs earlier.

Although the flag States are permitted to grant  extensions in both of the above
cases provided CAS is  satisfactorily  completed and IMO has been so informed of
the  extension,  coast  States have the right to deny oil tankers that have been
granted such extensions into their ports and offshore terminals.

Oil tankers granted life extension under Exception One may be denied entry after
2015 if they are 25 years of age and older.  Oil  tankers  with  neither  double
bottoms nor double sides which have been granted an  extension  under  Exception
Two may be denied entry after the relevant phase out date.

In December 2003, the IMO adopted MARPOL Regulation 13H on the prevention of oil
pollution  from oil tankers  when  carrying  heavy  grade oil,  or HGO.  The new
regulation  bans the carriage of HGO in single hull oil tankers of 5,000 dwt and
above after  April 5, 2005,  and in single hull oil tankers of 600 dwt and above
but less than 5,000 dwt,  no later than the  anniversary  of their  delivery  in
2008.

Under MARPOL Regulation 13H, HGO means any of the following:

     o    crude oils having a density at 15(0)C higher than 900 kg/m3;

     o    fuel oils having  either a density at 15(0)C higher than 900 kg/ m3 or
          a kinematic viscosity at 50(0)C higher than 180 mm2/s;

     o    bitumen, tar and their emulsions.

Under MARPOL Regulation 13H, the flag state may allow continued operation of oil
tankers  of 5,000 dwt and  above,  carrying  crude oil with a density  at 15(0)C
higher  than 900  kg/m3  but lower  than 945  kg/m3,  that  conform  to  certain
technical  specifications and, in the opinion of the such state, the ship is fit
to continue such operation, having regard to the size, age, operational area and
structural  conditions  of the ship and provided  that the  continued  operation
shall not go beyond the date on which the ship  reaches 25 years  after the date
of its delivery.  The flag state may also allow continued  operation of a single
hull oil tanker of 600 dwt and above but less than 5,000  dwt,  carrying  HGO as
cargo,  if, in the opinion of the such state,  the ship is fit to continue  such
operation,  having  regard to the size,  age,  operational  area and  structural
conditions of the ship, provided that the operation shall not go beyond the date
on which the ship reaches 25 years after the date of its delivery.

The IMO has also negotiated international  conventions that impose liability for
oil pollution in international  waters and a signatory's  territorial waters. In
September 1997, the IMO adopted Annex VI to the International Convention for the
Prevention of Pollution from Ships to address air pollution from ships. Annex VI
was ratified in May 2004, and became effective in May 2005. Annex VI sets limits
on sulfur oxide and nitrogen  oxide  emissions  from ship exhausts and prohibits
deliberate   emissions   of  ozone   depleting   substances,   such  as  halons,
chlorofluorocarbons,  emissions  of  volatile  compounds  from  cargo  tanks and
prohibition  of shipboard  incineration  of specific  substances.  Annex VI also
includes a global cap on the sulfur  content of fuel oil and allows for  special
areas to be  established  with more  stringent  controls  on  sulfur  emissions.
Compliance with these  regulations  could require the  installation of expensive
emission  control  systems  and could  have an adverse  financial  impact on the
operation of our Vessel. Additional or new conventions, laws and regulations may
be adopted that could adversely affect our ability to manage our Vessel.

The  operation of our Vessel is also affected by the  requirements  set forth in
the  IMO's  Management  Code  for the Safe  Operation  of  Ships  and  Pollution
Prevention,  or the ISM Code.  The ISM Code  requires  ship owners and  bareboat
charterers to maintain an extensive "Safety Management System" that includes the
adoption  of  a  safety  and  environmental   protection  policy  setting  forth
instructions  and procedures  for safe  operation and describing  procedures for
emergencies.  The failure of a ship owner or a bareboat charterer to comply with
the ISM  Code may  subject  such  party to  increased  liability,  may  decrease
available insurance coverage for the affected vessels and may result in a denial
of access to, or detention in certain  ports.  We rely on the safety  management
system that has been developed by Chevron.

The  ISM  Code  requires  that  vessel  operators  obtain  a  safety  management
certificate for each vessel they operate.  This certificate evidences compliance
by a vessel's  management  with ISM Code  requirements  for a safety  management
system. No vessel can obtain a certificate unless its manager has been awarded a
Document of  Compliance,  issued by each flag state,  under the ISM Code. All of
our vessels and their  operators  have  received ISM  certification.  Chevron is
required  to  renew  these   documents  of  compliance  and  safety   management
certificates annually.

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

The IMO continues to review and introduce new  regulations.  It is impossible to
predict what additional  regulations,  if any, may be passed by the IMO and what
effect, if any, such regulations might have on the operation of oil tankers.

United  States  Oil  Pollution  Act  of  1990  and  Comprehensive  Environmental
Response, Compensation and Liability Act of 1980

The United States regulates the tanker industry with an extensive regulatory and
liability  regime  for  environmental  protection  and  cleanup  of oil  spills,
consisting primarily of the United States Oil Pollution Act of 1990, or OPA, and
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, or CERCLA.  OPA affects all owners and operators  whose vessels trade with
the United States or its territories or possessions, or whose vessels operate in
the waters of the United  States.,  which include the United States  territorial
sea and the 200 nautical mile exclusive  economic zone around the United States.
CERCLA applies to the discharge of hazardous substances (other than oil) whether
on land or at sea. Both OPA and CERCLA impact our operations.

Under OPA,  vessel owners,  operators and bareboat  charterers are  "responsible
parties"  who are  jointly,  severally  and  strictly  liable  (unless the spill
results  solely from the act or omission of a third  party,  an act of God or an
act of war) for all  containment  and clean-up  costs and other damages  arising
from oil spills from their vessels.  These other damages are defined  broadly to
include:

     o    natural resources damages and related assessment costs;
     o    real and personal property damages;
     o    net loss of taxes, rents, royalties, fees and other lost revenues;
     o    net cost of public  services  necessitated by a spill response such as
          protection from fire, safety or health hazards; and
     o    loss of subsistence use of natural resources.

OPA limits the  liability  of  responsible  parties to the greater of $1,200 per
gross ton or $10.0  million per tanker that is over 3,000 gross tons (subject to
possible adjustment for inflation).  Under a recently proposed legislation,  OPA
liability  limits will be increased,  when such  legislation is enacted,  to the
greater of $1,900 per gross ton or $16.0  million  per tanker that is over 3,000
gross tons per discharge (subject to possible adjustment for inflation). The act
specifically  permits  individual  states to impose their own liability  regimes
with regard to oil pollution  incidents  occurring within their boundaries,  and
some states have enacted  legislation  providing  for  unlimited  liability  for
discharge of  pollutants  within their waters.  In some cases,  states that have
enacted this type of legislation  have not yet issued  implementing  regulations
defining tanker owners' responsibilities under these laws.

CERCLA,  which  applies to owners and  operators of tankers,  contains a similar
liability  regime and provides  for cleanup and removal of hazardous  substances
and for  natural  resource  damages.  Liability  under  CERCLA is limited to the
greater of $300 per gross ton or $5.0 million.  These limits of liability do not
apply,  however,  where the incident is caused by violation of applicable United
States  federal  safety,  construction  or  operating  regulations,  or  by  the
responsible party's gross negligence or willful misconduct.  These limits do not
apply if the  responsible  party  fails or refuses to report the  incident or to
co-operate and assist in connection with the substance removal  activities.  OPA
and CERCLA  each  preserve  the right to recover  damages  under  existing  law,
including maritime tort law.

OPA also requires owners and operators of vessels to establish and maintain with
the United States Coast Guard evidence of financial responsibility sufficient to
meet the limit of their  potential  strict  liability  under the act. The United
States  Coast  Guard has enacted  regulations  requiring  evidence of  financial
responsibility  in the amount of $1,500 per gross ton for tankers,  coupling the
OPA  limitation  on liability of $1,200 per gross ton with the CERCLA  liability
limit of $300 per gross ton. We expect that if the recently proposed legislation
increasing  liability  limitations under OPA is enacted, the United States Coast
Guard will  accordingly  increase the amounts of the  financial  responsibility.
Under  these  regulations,  an owner or  operator  of more  than one  tanker  is
required to obtain a  certificate  of  financial  responsibility  for the entire
fleet in an amount equal only to the financial responsibility requirement of the
tanker having the greatest maximum strict liability under OPA and CERCLA.

Operators,  such as Chevron in the case of our  Vessel,  are  required to insure
their vessels with  pollution  liability  insurance in the maximum  commercially
available amount of $1.0 billion any one incident or occurrence.  A catastrophic
spill could exceed the insurance coverage available,  in which event there could
be a material adverse effect on our business.

Under OPA,  oil tankers  without  double  hulls will not be permitted to come to
United States ports or trade in the United States waters by 2015.

OPA also amended the Federal Water  Pollution  Control Act to require  owners or
operators of tankers operating in the waters of the United States to file vessel
response  plans  with the United  States  Coast  Guard,  and their  tankers  are
required to operate in compliance  with their United States Coast Guard approved
plans. These response plans must, among other things:

     o    address a "worst  case"  scenario  and  identify  and ensure,  through
          contract  or other  approved  means,  the  availability  of  necessary
          private response resources to respond to a "worst case discharge";
     o    describe crew training and drills; and
     o    identify a  qualified  individual  with full  authority  to  implement
          removal actions.

In addition,  the United  States Coast Guard has announced it intends to propose
similar regulations  requiring certain vessels to prepare response plans for the
release of hazardous substances.

OPA does not prevent individual states from imposing their own liability regimes
with respect to oil pollution  incidents  occurring within their boundaries.  In
fact,  most  U.S.   states  that  border  a  navigable   waterway  have  enacted
environmental  pollution  laws that  impose  strict  liability  on a person  for
removal  costs and damages  resulting  from a discharge of oil or a release of a
hazardous substance. These laws may be more stringent than United States federal
law.

Other U.S. Environmental Requirements

The U.S.  Clean Air Act of 1970,  as amended by the Clean Air Act  Amendments of
1977 and 1990, or the CAA, requires the U.S. Environmental Protection Agency, or
EPA, to  promulgate  standards  applicable  to  emissions  of  volatile  organic
compounds and other air contaminants. Our Vessel is subject to vapor control and
recovery requirements for certain cargoes when loading,  unloading,  ballasting,
cleaning and  conducting  other  operations  in regulated  port areas.  CAA also
requires states to draft State Implementation Plans, or SIPs, designed to attain
national  health-based  air quality  standards in primarily  major  metropolitan
and/or industrial areas.  Several SIPs regulate emissions  resulting from vessel
loading and unloading  operations by requiring the installation of vapor control
equipment. Although a risk exists that new regulations could require significant
capital expenditures and otherwise increase our costs, we believe,  based on the
regulations   that  have  been  proposed  to  date,  that  no  material  capital
expenditures  beyond those currently  contemplated  and no material  increase in
costs are likely to be required.

The Clean Water Act (the "CWA")  prohibits  the  discharge  of oil or  hazardous
substances  into navigable  waters and imposes  strict  liability in the form of
penalties  for any  unauthorized  discharges.  The CWA also imposes  substantial
liability for the costs of removal,  remediation and damages. State laws for the
control  of  water   pollution  also  provide   varying   civil,   criminal  and
administrative  penalties  in the case of a discharge  of petroleum or hazardous
materials into state waters.  The CWA complements  the remedies  available under
the more recent OPA and CERCLA,  discussed above.  Under current  regulations of
the EPA,  vessels are not  required to obtain CWA permits for the  discharge  of
ballast water in U.S. ports. However, as a result of a recent U.S. federal court
decision,  vessel owners and operators may be required to obtain CWA permits for
the discharge of ballast  water,  or they will face  penalties for failing to do
so. Although the EPA is likely to appeal this decision,  we do not know how this
matter  is  likely  to be  resolved  and we  cannot  assure  you that any  costs
associated with compliance with the CWA's  permitting  requirements  will not be
material to our results of operations.

The National  Invasive  Species Act, or NISA, was enacted in 1996 in response to
growing  reports of harmful  organisms  being  released into U.S.  ports through
ballast  water taken on by ships in foreign  ports.  NISA  established a ballast
water management program for ships entering U.S. waters.  Under NISA,  mid-ocean
ballast  water  exchange  is  voluntary,  except for ships  heading to the Great
Lakes,  Hudson Bay, or vessels  engaged in the foreign  export of Alaskan  North
Slope crude oil. However,  NISA's exporting and record-keeping  requirements are
mandatory for vessels bound for any port in the United States.  Although ballast
water  exchange is the primary  means of compliance  with the act's  guidelines,
compliance  can also be achieved  through the retention of ballast water onboard
the  ship,  or the  use  of  environmentally  sound  alternative  ballast  water
management  methods  approved by the U.S. Coast Guard. If the mid-ocean  ballast
exchange is made mandatory  throughout the United States,  or if water treatment
requirements or options are instituted,  the costs of compliance  could increase
for ocean carriers.

Our operations  occasionally generate and require the transportation,  treatment
and disposal of both hazardous and non-hazardous  wastes that are subject to the
requirements of the U.S.  Resource  Conservation  and Recovery Act or comparable
state, local or foreign requirements.  In addition, from time to time we arrange
for the disposal of hazardous waste or hazardous  substances at offsite disposal
facilities.  If such materials are improperly  disposed of by third parties,  we
might still be liable for clean up costs under applicable laws.

Our Vessel  currently carry cargoes to U.S. waters regularly and we believe that
it is suitable to meet OPA and other U.S. environmental requirements and that it
would also qualify for trade if chartered to serve U.S. ports.

European Union Tanker Restrictions

In July 2003,  the  European  Union  adopted  legislation,  which was amended in
October  2003,  that  prohibits  all single hull tankers from  entering into its
ports or offshore  terminals by 2010 or earlier,  depending on their age. The EU
has also  already  banned all single hull tankers  carrying  heavy grades of oil
from  entering or leaving its ports or offshore  terminals or anchoring in areas
under its jurisdiction. Commencing in 2005, certain single hull tankers above 15
years of age have also been  restricted  from  entering  or  leaving EU ports or
offshore terminals and anchoring in areas under EU jurisdiction.  The EU is also
considering  legislation  that would:  (1) ban manifestly  sub-standard  vessels
(defined  as those  more  than 15 years  old that  have  been  detained  by port
authorities  at least twice in a six month  period) from EU waters and create an
obligation  of port  states to inspect  vessels  posing a high risk to  maritime
safety or the marine environment;  and (2) provide the EU with greater authority
and control  over  classification  societies,  including  the ability to seek to
suspend or revoke the authority of negligent societies.  The sinking of the m.t.
Prestige  and  resulting  oil spill in November  2002 has led to the adoption of
other  environmental  regulations  by certain EU nations.  It is  impossible  to
predict what legislation or additional  regulations,  if any, may be promulgated
by the EU or any other country or authority.

 International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party to these  Conventions,  many countries
ratified and followed the liability system adopted by the IMO and originally set
out in the International  Convention on Civil Liability for Oil Pollution Damage
of 1969 and the Convention for the  Establishment of an  International  Fund for
Oil Pollution of 1971. This  international  oil pollution regime was modified in
1992 by two  Protocols.  The  amended  Conventions  are known as the 1992  Civil
Liability Convention and the 1992 Fund Convention.  The 1992 Conventions entered
into  force  on May 30,  1996.  Due to a  number  of  denunciations  of the 1971
Convention this Convention ceased to be in force on May 24, 2004. A large number
of States have also  denounced the 1969 Civil  Liability  Convention and as more
States do so its importance is  increasingly  diminishing.  Under the 1992 Civil
Liability  Convention,  a vessel's  registered  owner is strictly liable for oil
pollution damage caused in the territory, territorial seas or exclusive economic
zone of a  contracting  state by  discharge  of  persistent  oil from a  tanker,
subject to certain complete defences. The 1992 Fund established by the 1992 Fund
Convention pays  compensation to those suffering oil pollution damage in a State
party to the 1992 Fund Convention who did not obtain full compensation under the
1992 Civil Liability  Convention.  This would normally apply where the shipowner
has a defence under the 1992 Civil  Liability  Convention or the damage  exceeds
the shipowner's liability under that Convention.  Under an amendment that became
effective on November 1, 2003,  liability  limits under the 1992 Civil Liability
Convention  were  increased by over 50%.  For vessels of 5,000 to 140,000  gross
tons (a unit of  measurement  for the  total  enclosed  spaces  within a vessel)
liability will be limited to SDR 4,510,000 (approximately $6.7 million) plus SDR
631  (approximately  $932) for each additional gross ton over 5,000. For vessels
of over  140,000  gross  tons,  liability  will  be  limited  to SDR  89,770,000
(approximately $132.7 million).  Also with effect from the same date the maximum
amount payable by the 1992 Fund  increased  from SDR 135 million  (approximately
$199.5 million) to SDR 203million  (approximately $300.0 million).  The right to
limit liability is forfeited under the 1992 Civil Liability  Convention if it is
proved that the pollution  damage resulted from the shipowner's  personal act or
omission, committed with the intent to cause such damage, or recklessly and with
knowledge that such damage would probably result. Vessels trading to States that
are parties to the 1992 Civil  Liability  Convention  must  provide  evidence of
insurance  covering the  liability  of the owner.  On March 2005 a third tier of
compensation  was  established  by  means of a  Supplementary  Fund.  This  Fund
provides  additional   compensation  to  that  available  under  the  1992  Fund
Convention for pollution damage in States that are members of the  Supplementary
Fund.  The amount  available  is SDR 750 million  (approximately  $1.1  billion)
including the costs payable under the 1992 Civil  Liability  Convention  and the
1992  Fund  Convention,  SDR 203  million  (approximately  $300.0  million).  In
jurisdictions  where the 1992 Civil  Liability  Convention has not been adopted,
various  legislative  schemes  govern or common law  applies,  and  liability is
imposed  either  on the  basis  of  fault  or in a  manner  similar  to the 1992
Convention.  We believe that our P&I insurance covers  liabilities  either under
the  international oil pollution schemes or under local regimes like for example
the US Oil Pollution Act 1990.

The unit of account in the 1992  Conventions is the Special  Drawing Right (SDR)
as defined by the International Monetary Fund. In this document the SDR has been
converted  into US dollars at the rate of exchange  applicable on May 2, 2006 of
SDR 1 = USD 1.477760.

Vessel Security Regulations

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

     o    on-board  installation of automatic  information  systems,  or AIS, to
          enhance vessel-to-vessel and vessel-to-shore communications;
     o    on-board installation of ship security alert systems;
     o    the development of vessel security plans; and
     o    compliance with flag state security certification requirements.

The United States Coast Guard regulations,  intended to align with international
maritime security standards,  exempt non-U.S.  vessels from MTSA vessel security
measures provided such vessels have on board a valid International Ship Security
Certificate  that  attests  to  the  vessel's  compliance  with  SOLAS  security
requirements and the ISPS Code.

Our Vessel complies with the various  security  measures  addressed by the MTSA,
SOLAS and the ISPS Code.

Organisational Structure

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

Property, Plants and Equipment

Other than the Vessel described above, we do not have any property.

Item 4A.  Unresolved Staff Comments

None

Item 5.  Operating and Financial Review and Prospects

Operating results

Year ended December 31, 2005 compared with the year ended December 31, 2004

Total Revenues
Finance lease  interest  income for the year ended December 31, 2005 amounted to
$2,982,000  compared  with  $3,269,000  for the year ended  December  31,  2004.
Interest  income  has  fallen  in line  with  expectations.  As the value of the
finance  lease falls on an annual  basis,  so does the interest  received on the
finance lease.


Expenses
Interest  expense on the Term and Serial Loans  amounted to  $2,930,000  for the
year ended  December 31,  2005.  The  amortisation  of discount on loans for the
period amounted to $76,000.  The Company amortises the discount over the life of
the Term and Serial Loans. The corresponding  figures for the period to December
31, 2004 were $3,206,000 and $76,000, respectively.  Interest expense has fallen
in line with  expectations,  with interest expense falling in line with the loan
outstanding in the year.

Year ended December 31, 2004 compared with the year ended December 31, 2003

Total Revenues
Finance lease  interest  income for the year ended December 31, 2004 amounted to
$3,269,000  compared  with  $3,577,000  for the year ended  December  31,  2003.
Interest income fell in line with the value of the finance lease.

Expenses
Interest  expense on the Term and Serial Loans  amounted to  $3,206,000  for the
year ended  December 31,  2004.  The  amortisation  of discount on loans for the
period amounted to $76,000.  The Company amortises the discount over the life of
the Term and Serial Loans. The corresponding  figures for the period to December
31, 2003 were $3,538,000 and $76,000, respectively.  Interest expense has fallen
in line with  expectations,  with interest payable falling in line with the loan
outstanding in the year.

Liquidity and Capital Resources

As set forth above,  revenues from the Charter are  currently  sufficient to pay
our obligations under the Term Loans. Chevron may elect to terminate the Charter
on the specified  termination  dates which  commenced in 2003. If the Charter is
terminated by Chevron,  the Manager,  acting on our behalf, will attempt to find
an acceptable  replacement charter for the Vessel. If an acceptable  replacement
charter is commercially unavailable,  the Manager will solicit bids for the sale
or  recharter  of our  Vessel.  The  Manager's  ability to obtain an  acceptable
replacement  charter,  to sell the Vessel or recharter the Vessel will depend on
market rates for new and used  vessels,  both of which will depend on the supply
of and demand for tanker capacity for oil transportation,  and the advantages or
disadvantages of the Vessel compared with other vessels available at the time.

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

Tabular disclosure of contractual obligations

As at December  31,  2005,  we had the  following  contractual  obligations  and
commitments:

<table>
<S>                                    <C>           <C>           <C>           <C>           <C>
                                                       Payments due by period
                                 Less than 1                                More than 5
(in $'000)                              year     1-3 years     3-5 years          years         Total
Term Loans  (8.52%)                    3,355         6,710         6,710         16,777        33,552

------------------------------ -------------- ------------- ------------- -------------- -------------
Total contractual obligations          3,355         6,710         6,710         16,777        33,552
------------------------------ -------------- ------------- ------------- -------------- -------------
</table>
Critical Accounting Policies

Our  principal  accounting  policies are  described  in Note 2 to the  financial
statements,  which  are  included  in Item 18 of this  Annual  Report.  The most
critical accounting policies include:

     o    Accounting for finance leases as lessor

As the lease has been classified as a finance lease,  the minimum lease payments
(net of amounts representing estimated executory costs including profit thereon)
plus the unguaranteed residual value are recorded as the gross investment in the
lease.  The difference  between the gross investment in the lease and the sum of
the present values of the two components of the gross  investment is recorded as
unearned  income  which is  amortised  to income  over the lease term as finance
lease interest  income to produce a constant  periodic rate of return on the net
investment in the lease.

Trend Information

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

Recently Issued Accounting Standards

There were no recently issued accounting  standards that would have an impact on
our results.

Item 6.  Directors, Senior Management and Employees

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

                                    Age     Position

Tor Olav Troim                      43      Director and President
Kate Blankenship                    41      Director and Secretary

Tor Olav Troim has been a Director of CalPetro Tankers (Bahamas I) Limited since
October 31, 2001. He has been  Vice-President  and a director of Frontline since
November 3, 1997. He previously served as Deputy Chairman of Frontline from July
4, 1997.  Mr.  Troim has also served as a director  and Chairman of Ship Finance
International   Limited,  a  Bermuda  company  listed  on  the  New  York  Stock
Exchange,since  May 2000, has been a director and Vice-Chairman of Knightsbridge
Tankers  Limited  ("Knightsbridge").  He is a director  of Aktiv  Inkasso  ASA a
Norwegian Oslo Stock Exchange  listed company and Golden Ocean Group Limited,  a
Bermuda  company  listed on the Oslo Stock  Exchange.  Mr. Troim has served as a
director  of Golar  LNG  Limited  since  May  2001.  Prior to his  service  with
Frontline, from January 1992, Mr. Troim served as Managing Director and a member
of the Board of Directors of DNO AS, a Norwegian oil company.

Kate  Blankenship  has been a Director of CalPetro  Tankers  (Bahamas I) Limited
since October 31, 2001.  She  has   been  Chief  Accounting  Officer and Company
Secretary of Frontline and  resigned from these  positions in October  2005, and
since 2003 she has been a director of Frontline.  Mrs. Blankenship  also  serves
as a director of Ship Finance  International  Limited. Mrs. Blankenship has been
Chief  Financial  Officer of  Knightsbridge  since  April  2000 and Secretary of
Knightsbridge since December 2000. Mrs. Blankenship has been a director of Golar
LNG  Limited  since  2003.  She  is  a  member  of  the  Institute  of Chartered
Accountants in England and Wales.

Compensation

During  the  year  ended  December  31,  2005,  we paid no  compensation  to our
directors and officers.

Board Practices

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

We have neither an audit nor a remuneration committee.

Employees

We do not have any employees involved in the management of the Vessel.

Frontline  is  our  manager  as  described   below  in  Item  7-  Related  Party
Transactions.

Share Ownership

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

Item 7.  Major Shareholders and Related Party Transactions

Major Shareholders

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

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

Related Party Transactions

As discussed in Item 4, Frontline, the ultimate parent, is our manager. Pursuant
to a management  agreement,  Frontline is the Manager and the Technical Advisor.
Under the management agreement,  Frontline is entitled to a Management Fee and a
Technical Advisor's Fee.

Under the terms of the  management  agreement,  the Management Fee consists of a
fee of $13,625  initially per annum for each Vessel,  along with a fee of $3,000
covering all four Vessels, payable semi-annually in arrears for the period until
the third anniversary of the closing of the Notes issue then increasing by 4% on
each subsequent anniversary of the closing of the issue of the Notes.

The Technical  Advisor's  Fee was  initially  $10,000 per annum for each Vessel,
payable semi-annually in arrears,  during the initial first three year period as
described  above. On each subsequent  anniversary of the closing of the issue of
the Notes,  the fee will increase by 4%. In addition,  the Technical  Advisor is
entitled  to be  reimbursed  for the fees,  costs  and  expenses  of  conducting
periodic inspections of the Vessels.

Pursuant to a Designated  Representative  Agreement,  CalPetro  Holdings Limited
(the  "Designated   Representative")   was  appointed  to  represent  California
Petroleum as its Designated  Representative to act on its behalf with respect to
certain  administrative  matters  such as the  filing of  periodic  reports  and
financial  statements  with the  Securities  and  Exchange  Commission.  The fee
payable to the Designated  Representative (the "Designated  Representative Fee")
during the initial three year period  described above was $15,000 per annum with
a 4% increase on each subsequent  anniversary of the closing of the issue of the
Notes.

In 2005,  a total of  $38,120  was paid  under  the  Management  and  Designated
Representative Agreements.

Item 8.  Financial Information

Consolidated Statements and Other Financial Information

See Item 18 below.

Legal Proceedings

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

Item 9.  The Offer and Listing

Not applicable.

Item 10.  Additional Information

Memorandum and Articles of Association

The Company is No. 23065B in the Bahamian register.

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

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

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

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

Material Contracts

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

Exchange Controls

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

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

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

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

Taxation

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


Documents on Display

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended.  In accordance with these requirements we file
reports and other information with the Securities and Exchange Commission. These
materials,  including  this annual report and the  accompanying  exhibits may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission  at 100 F Street,  NE, Room 1580,  Washington,  D.C.  20549.  You may
obtain  information  on the operation of the public  reference room by calling 1
800  SEC-0330,  and you may obtain  copies at  prescribed  rates from the Public
Reference Section of the Commission at its principal office in Washington,  D.C.
20549. The SEC maintains a website  (http://www.sec.gov.) that contains reports,
proxy and information  statements and other  information  regarding  registrants
that file  electronically  with the SEC. In addition,  documents  referred to in
this annual report may be inspected at the office of the Manager at Par-la-Ville
Place 4th Floor, 14 Par-la-Ville Road, Hamilton.

Item 11.  Quantitative and Qualitative Disclosures about Market Risk

Quantitative information about market risk
Quantitative  information  about market risk instruments at December 31, 2005 is
as follows:

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

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

 Scheduled payment date    Charter not   Charter terminated  Charter terminated
                            terminated             2007                 2009
                                $'000             $'000                $'000
 April 1, 2006                  3,355             3,355                3,355
 April 1, 2007                  3,355             3,355                3,355
 April 1, 2008                  3,355             1,830                3,355
 April 1, 2009                  3,355             1,990                3,355
 April 1, 2010                  3,355             2,160                1,770
 April 1, 2011                  3,355             2,340                1,920
 April 1, 2012                  3,355             2,540                2,080
 April 1, 2013                  3,355             2,760                2,260
 April 1, 2014                  3,355             2,990                2,450
 April 1, 2015                  3,357            10,232                9,652
 ------------------------------------- ----------------- --------------------
                               33,552            33,552               33,552
 ============================================================================

Qualitative information about market risk

We were  organised  solely for the purpose of the  acquisition of one Vessel and
subsequently entered into a long-term agreement with Chevron.

Item 12.  Description of Securities Other than Equity Securities

Not applicable.

                                     PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

None.

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

None.

Item 15.  Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The  Company's  management,  with the  participation  of the  Company's  manager
Frontline  Ltd, has evaluated  the  effectiveness  of the  Company's  disclosure
controls and procedures as of December 31, 2005. Based on that  evaluation,  the
Company's President and Principal Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of December 31, 2005.

(b) Changes in internal controls

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

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

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

Item 16B. Code of Ethics

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

Item 16C. Principal Accountant Fees and Services

     a)   Audit Fees

     Our  principal  accountant  for  2005  and 2004  was  Grant  Thornton.  The
     following  table  sets forth the  aggregate  fees  billed for  professional
     services  rendered and services  provided in connection  with statutory and
     regulatory filings or engagements for the two most recent fiscal years.

     Fiscal year ended December 31, 2005 $19,425
     Fiscal year ended December 31, 2004 $18,000

     b)   Audit Related Fees

     For the fiscal  years ended  December  31, 2005 and 2004 there have been no
     assurance and related  services  rendered by Grant Thornton  related to the
     performance of the audit or review of the Company's financial statements.

     c)   Tax Fees

     For the fiscal  years ended  December  31, 2005 and 2004 there have been no
     tax related  services  rendered by Grant Thornton related to tax compliance
     (i.e.,  preparation of original and amended tax returns), tax advice (i.e.,
     assistance with tax audits and appeals), and tax planning.

     d)   All Other Fees

     For the fiscal  years ended  December  31, 2005 and 2004 there have been no
     aggregate fees billed for professional  services rendered by Grant Thornton
     for services other than Audit Fees, as set forth above.

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

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

Not Applicable

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not Applicable


                                    PART III
Item 17.    Financial Statements

Not applicable.

Item 18.    Financial Statements

The following financial  statements and notes,  together with the reports of the
Grant Thornton Independent  Registered Public Accounting Firm and Ernst & Young,
Independent  Registered Public Accounting Firm, are filed as part of this annual
report

Page

    Report of Independent Registered Public Accounting Firm               F-1

    Report of Independent Registered Public Accounting Firm               F-2

    Statements of Operations and Retained Earnings for the Years Ended    F-3
    December 31, 2005, 2004 and 2003

    Balance Sheets as of December 31, 2005 and 2004                       F-4

    Statements of Cash Flows for the Years Ended                          F-5
    December 31, 2005, 2004 and 2003

    Notes to the Financial Statements                                     F-6
<PAGE>

Item 19.  Exhibits
1.1*  Certificate  of  Incorporation  and  Memorandum of Association of CalPetro
Tankers  (Bahamas I) Limited,  incorporated  by  reference to Exhibit 3.3 in the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

* Incorporated by reference to the filing indicated.
<PAGE>
Report of Independent Registered Public Accounting Firm
To the Board of Directors

Calpetro Tankers (Bahamas I) Limited
We have audited the accompanying  balance sheets of Calpetro Tankers (Bahamas I)
Limited  (the  "Company")  as of  December  31,  2005 and  2004 and the  related
statements of  operations  and retained  earnings,  and cash flows for the years
then ended.  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 audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we  engaged to perform  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Calpetro Tankers (Bahamas I)
Limited at December 31, 2005 and 2004 and the results of its operations and cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.





New York, New York
June 22, 2006
<PAGE>


Report of Independent Registered Public Accounting Firm

To the Board of Directors
Calpetro Tankers (Bahamas I) Limited

We  have  audited  the  accompanying  statements  of operations,  cashflows  and
retained earnings of CalPetro  Tankers (Bahamas I) Limited  for the  year  ended
December  31,  2003.  These  financial  statements  are  the  responsibility  of
the Company's management. Our responsibility is to express  an  opinion on these
financial statements based on our audit.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Company's  internal  control over  financial  reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Company's internal control over financial reporting.  Accordingly, we express no
such  opinion.  An audit also  includes  examining,  on a test  basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the results of  operations  and  cashflows of CalPetro
Tankers  (Bahamas I) Limited for the year ended December 31, 2003, in conformity
with United States generally accepted accounting principles.




Ernst & Young LLC
Chartered Accountants



Douglas, Isle of Man
June 8, 2004
<PAGE>

CalPetro Tankers (Bahamas I) Limited
Statements of Operations and Retained Earnings
For the years ended December 31, 2005, 2004 and 2003

(in thousands of US$)

                                                 2005        2004         2003
Operating Revenues
       Finance lease interest income            2,982       3,269        3,577
-------------------------------------------------------------------------------
       Total operating revenues                 2,982       3,269        3,577
-------------------------------------------------------------------------------
Operating Expenses
       General and administrative expenses       (97)        (72)         (78)
       Amortization of loan discount             (76)        (76)         (76)
       Interest expense                       (2,930)     (3,206)      (3,538)
-------------------------------------------------------------------------------
       Total operating expenses               (3,103)     (3,354)      (3,692)
-------------------------------------------------------------------------------
Net operating loss                              (121)        (85)        (115)
       Interest income                             46          54           54
-------------------------------------------------------------------------------
Net loss                                         (75)        (31)          (61)
===============================================================================

Retained earnings at the start of the year      1,531       1,562        1,623
-------------------------------------------------------------------------------
Retained earnings at the end of the year        1,456       1,531        1,562
===============================================================================



See accompanying Notes to the Financial Statements
<PAGE>



CalPetro Tankers (Bahamas I) Limited
Balance Sheets as of December 31, 2005 and 2004
(in thousands of US$)

                                                              2005         2004
Assets
       Current assets:
       Cash and cash equivalents                              2,149        2,127
       Current  portion  of net  investment  in
       finance lease                                          3,443        3,440
       Interest receivable                                      690          762
       Other current assets                                       6           21
--------------------------------------------------------------------------------
       Total current assets                                  6,288        6,350
       Net  investment in finance  lease,  less
       current portion                                      29,273       32,640
       Deferred Charges                                        188          264
--------------------------------------------------------------------------------
       Total assets                                         35,749       39,254
================================================================================
Liabilities and stockholder's equity
       Current liabilities:
       Accrued interest                                        715          786
       Current portion of term loans                         3,355        3,355
       Other current liabilities                                26           30
--------------------------------------------------------------------------------
       Total current liabilities                             4,096        4,171
       Long-term loans                                      30,197       33,552
--------------------------------------------------------------------------------
       Total liabilities                                    34,293       37,723
--------------------------------------------------------------------------------
       Stockholder's equity:
       Unclassified  stock:  100  shares  of $1
       par value                                                 -            -
       Retained earnings                                     1,456        1,531
--------------------------------------------------------------------------------
       Total stockholder's equity                            1,456        1,531
--------------------------------------------------------------------------------
       Total   liabilities  and   stockholder's             35,749       39,254
       equity
================================================================================



See accompanying Notes to the Financial Statements
<PAGE>



CalPetro Tankers (Bahamas I) Limited
Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003
(in thousands of US$)

                                                       2005        2004     2003

Cash flows from operating activities:
    Net loss                                           (75)        (31)     (61)
    Adjustments  to  reconcile  net income
    to net cash  provided by operating activities:
        Amortization of discount on loans                76          76       76
        Changes in assets and liabilities:
          Interest receivable                            72          73       90
          Other current assets                           15          12       36
          Accrued interest payable                     (71)        (81)     (89)
        Other current liabilities                       (4)           -       22
-------------------------------------------------------------------------------
    Net cash provided by operating                       13          49       74
    activities
------------------------------------------------------------------------------

Cash flows from investing activities:
    Finance lease payments received                   3,364       3,361    4,276
--------------------------------------------------------------------------------
    Net   cash    provided   by    investing          3,364       3,361    4,276
    activities
--------------------------------------------------------------------------------

Cash flows from financing activities:
    Repayments of Serial Loan                       (3,355)     (3,355)  (5,210)
--------------------------------------------------------------------------------
    Net cash used in financing activities           (3,355)     (3,355)  (5,210)
--------------------------------------------------------------------------------
Net  increase  /  (decrease)  in cash  and cash          22          55    (860)
equivalents
Cash and cash equivalents at start of the year        2,127       2,072    2,932
--------------------------------------------------------------------------------
Cash and cash equivalents at end of the year          2,149       2,127    2,072
================================================================================

Supplemental disclosure of cash flow information:

Interest paid                                         3,001       3,287    3,627
================================================================================

See accompanying Notes to the Financial Statements.
<PAGE>



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

1.  General and Basis of Preparation

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

The Owners  only  source of funds  with  respect to the Serial and Term Loans is
payments from Chevron,  including Termination  Payments.  The Owners do not have
any other source of funds for payment of the Serial and Term Loans.

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

2.  Principal Accounting Policies

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

     (a)  Financing lease and revenue recognition

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

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

     (b)  Interest payable recognition

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

     (c)  Discount on loans

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

     (d)  Income taxes

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

     (e)  Cash equivalents

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

     (f)  Reporting currency

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

     (g)  Use of estimates

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

     (h)  Taxation

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

3.  Finance Lease

The  Company  has  chartered  its vessel on a long term  bareboat  charter  (the
"Charter") to Chevron  Transport  Corporation  (the "Chevron")  which has a term
expiring on April 1, 2015  subject to Chevron's  right to terminate  the Initial
Charter on certain  specified  dates.  Chevron  did not elect to  terminate  the
Charter on the two first  specified  dates April 1, 2003, and April 1, 2005. The
subsequent  specified  dates are April 1,  2007,  and April 1,  2009.  For these
remaining  optional  termination dates a non-binding  notice of the intention to
exercise  the option to  terminate  the  Charter  must be given at least  twelve
months in advance, with irrevocable notice to be given seven months prior to the
termination date.  Chevron is required to pay the Company a termination  payment
(the  "Termination  Payment") on or prior to the remaining  termination dates as
follows:

        (In millions of $)
      Optional                   Termination
      Termination Date               Payment
      April 1, 2007                    11.12
      April 1, 2009                     9.97

Chevron has the option to purchase  the vessel for $1 on April 1, 2015  provided
the Initial Charter is still in place.

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

                                                        2005          2004
                                                       $'000         $'000
 Total minimum lease payments to be received          46,735        53,152
 Less: Unearned income                              (14,019)      (17,072)
 ------------------------------------------------------------------------
 Net investment in finance lease                      32,716        36,080
 ========================================================================

Lease payments under the charter agreement for each of the five succeeding years
are as follows:  $6,131,000  in 2006,  $5,845,000  in 2007,  $5,559,000 in 2008,
$5,273,000 in 2009 and $4,987,000 in 2010.

4.  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.  The  deferred
charges are comprised of the following amounts:

    (in thousands of $)                              2005            2004
    Debt arrangement fees                           1,005           1,005
    Accumulated amortisation                        (817)           (741)
    --------------------------------------------------------------------
                                                      188             264
    ====================================================================

5.  Debt

                                                      2005           2004
                                                     $'000          $'000
    8.52% Mortgage Term Loans due 2015               33,552        36,907
    Less: current portion                           (3,355)       (3,355)
    ---------------------------------------------------------------------
                                                     30,197        33,552
    =====================================================================

The outstanding debt as of December 31, 2005 is repayable as follows:

    (in thousands of $)
    Year ending December 31,
    2006                                                          3,355
    2007                                                          3,355
    2008                                                          3,355
    2009                                                          3,355
    2010                                                          3,355
    2011 and later                                                16,777
    --------------------------------------------------------------------
    Total debt                                                    33,552
    ====================================================================

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

If an Initial  Charter is  terminated,  the  scheduled  mandatory  sinking  fund
payments  on the Term  Loans will be  revised  so that the  allocated  principal
amount  of the  Term  Loans  for the  related  Vessel  will be  redeemed  on the
remaining  sinking fund redemption dates on a schedule that  approximates  level
debt service with an additional principal payment on the maturity date of $7m.

The table below provides the revised scheduled  sinking fund redemption  amounts
and final principal payment of the Allocated  Principal Amount of the Term Loans
following  termination  of the related  Initial  Charter on each of the optional
termination dates. The Company did not receive any notification from the Initial
Charter of their  intention  to terminate  the Charter on April 1, 2003,  nor on
April 1, 2005;  therefore  the Charter  remains in place with the next  Optional
Termination Date being April 1, 2007.



Scheduled payment date     Charter not    Charter terminated  Charter terminated
                            terminated                2007             2009
                                 $'000               $'000            $'000

April 1, 2006                    3,355               3,355            3,355
April 1, 2007                    3,355               3,355            3,355
April 1, 2008                    3,355               1,830            3,355
April 1, 2009                    3,355               1,990            3,355
April 1, 2010                    3,355               2,160            1,770
April 1, 2011                    3,355               2,340            1,920
April 1, 2012                    3,355               2,540            2,080
April 1, 2013                    3,355               2,760            2,260
April 1, 2014                    3,355               2,990            2,450
April 1, 2015                    3,357              10,232            9,652
---------------------------------------------------------------------------
                                33,552              33,552           33,552
===========================================================================

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

6.  Share Capital

                                                      2005            2004
    Authorised share capital:
       1,000 shares of $1 each                       1,000           1,000
    ======================================================================

    Issued and outstanding share capital:
       100 shares of $1 each                           100             100
    ======================================================================

7.  Financial Instruments

Fair values
The  carrying  value  and  estimated  fair  value  of  the  Company's  financial
instruments at December 31, 2005 and 2004 are as follows:

                                      2005        2005       2004       2004
                                      Fair       Carrying    Fair   Carrying
    (in thousands of $)               Value       Value      Value  Value
    Non-Derivatives:
    Cash and cash equivalents         2,149       2,149      2,127      2,127
    8.52% Mortgage Loans due 2015    37,578      33,552     42,305     36,907

The methods and  assumptions  used in  estimating  the fair values of  financial
instruments are as follows:

The carrying value of cash and cash  equivalents,  which are highly liquid, is a
reasonable estimate of fair value.

The estimated fair value for fixed rate debt is based on the quoted market price
of these or similar debt when available.

Concentrations of risk
The  Company's  only  source of funds for the  repayment  of the  principal  and
interest on the Loans are from  charterhire  payments from  Chevron,  investment
income  and  the  proceeds,  if  any,  from  the  sale  of any  of the  Vessels.
Accordingly,  the Company's  ability to service its  obligations on the Loans is
wholly  dependent upon the financial  condition,  results of operations and cash
flows from Chevron.

8.  Related Party Transactions

Pursuant to a  management  agreement,  Frontline  is the  Company's  Manager and
Technical Advisor.  Under the management  agreement,  Frontline is entitled to a
Management Fee and a Technical Advisor's Fee.

Under the terms of the  management  agreement,  the Management Fee consists of a
fee of $13,625  initially per annum for each Vessel,  along with a fee of $3,000
covering all four Vessels, payable semi-annually in arrears for the period until
the third anniversary of the closing of the Notes issue then increasing by 4% on
each subsequent anniversary of the closing of the issue of the Notes.

The Technical  Advisor's  Fee was  initially  $10,000 per annum for each Vessel,
payable semi-annually in arrears,  during the initial first three year period as
described  above. On each subsequent  anniversary of the closing of the issue of
the Notes,  the fee will increase by 4%. In addition,  the Technical  Advisor is
entitled  to be  reimbursed  for the fees,  costs  and  expenses  of  conducting
periodic inspections of the Vessels.

Pursuant to a Designated Representative  Agreement,  CalPetro Holdings Limited (
the "Designated Representative") was appointed to represent California Petroleum
as its  Designated  Representative  to act on its behalf with respect to certain
administrative  matters  such as the filing of periodic  reports  and  financial
statements with the Securities and Exchange  Commission.  The fee payable to the
Designated  Representative  ( the  "Designated  Representative  Fee") during the
initial  three  year  period  described  above was  $15,000  per annum with a 4%
increase  on each  subsequent  anniversary  of the  closing  of the issue of the
Notes.

In 2005, 2004 and 2003, management fees paid were $38,120,  $36,654, and $43,800
respectively.  Management  fees  payable in 2005 and 2004 were $9,622 and $9,253
respectively.

9.  Commitments and Contingencies

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

As at December 31, 2005,  Chevron  holds an option to purchase the Vessel for $1
on April 1, 2015 provided the Initial Charter is still in place.
<PAGE>

                                   SIGNATURES

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


                      CalPetro Tankers (Bahamas I) Limited




                              /s/ Kate Blankenship
                              -----------------------------
                                Kate Blankenship
                                Director and Secretary




Date: June 30, 2006


02089.0006 #682068