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

                                 FORM 10-K

(Mark One)

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

For the fiscal year ended     December 31, 2001
                         --------------------------------------------------

                                     OR

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

For the transition period from       to
                              ---------------------------------------------

Commission file number           333-79220
                      -----------------------------------------------------


                 CALIFORNIA PETROLEUM TRANSPORT CORPORATION
---------------------------------------------------------------------------
           (Exact name of Registrant as specified in its charter)


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


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


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


       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
---------------------------------------------------------------------------
                              (Title of class)

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

     Yes     X       No
        ----------     ----------

Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained  herein,  and will not be contained,
to  the  best  of  the  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

     [X]

State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed  by  reference  to the price at which the
common  equity was sold,  or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. None

Indicate  the  number of  shares  outstanding  of each of the  registrant's
classes of common  stock,  as of the latest  practicable  date. 2 shares of
Common Stock, no par value

DOCUMENTS INCORPORATED BY REFERENCE:    None


<PAGE>


                    CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                                    FORM 10-K

TABLE OF CONTENTS
                                                                       PAGE

PART I

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

     Item 2.   Properties.................................................3

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

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


PART II

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

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

     Item 7.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations........................3

     Item 7(a)

               Quantitative and Qualitative disclosures about Market
               Risk.......................................................4

     Item 8.   Financial Statements and Supplementary Data................7

     Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure.......................14


PART III

     Item 10.  Directors and Executive Officers of the Registrant........14

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

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

     Item 13.  Certain Relationships and Related Transactions............15


PART IV

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


<PAGE>


                                   PART I

ITEM 1.   BUSINESS

THE COMPANY

California Petroleum Transport Corporation,  ("California Petroleum"),  was
incorporated in Delaware in 1995. California Petroleum is a special purpose
corporation that was organized solely for the purpose of issuing,  as agent
on behalf of the Owners (see  below),  the Term  Mortgage  Notes and Serial
Mortgage  Notes   (together  the  "Notes")  as  obligations  of  California
Petroleum  and loaning the  proceeds of the sale of the Notes to the Owners
to  facilitate  the funding of the  acquisition  of the four  vessels  (the
"Vessels") described below from Chevron Transport Corporation (the "Initial
Charterer").  All  the  shares  of  California  Petroleum  are  held by The
California  Trust,  a  Massachusetts  charitable  lead  trust  formed by JH
Holdings,  a  Massachusetts   corporation,   for  the  benefit  of  certain
charitable institutions in Massachusetts.

Information  about  revenues,  profits and total  assets is provided in the
financial statements included in this report.  California  Petroleum's only
business segment is that of issuing loans.

California Petroleum has no employees.

THE OWNERS

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

THE CHARTERS

Each  of the  Vessels  is  currently  chartered  to the  Initial  Charterer
pursuant to a charter dated as of the date of the original  issuance of the
notes (collectively, the "Charters") and which is due to expire on April 1,
2015. Upon payment of a termination  amount,  the Initial Charterer has the
right  to  terminate  the  charters  on  any  four  (in  the  case  of  the
double-hulled  Vessels) or three (in the case of the single-hulled Vessel),
termination  dates,  which,  for each Vessel,  occur at two-year  intervals
beginning in 2003, 2004, 2005 or 2006, as the case may be.

THE INTERNATIONAL TANKER MARKET

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

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

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

The  shipping  industry  is highly  cyclical,  experiencing  volatility  in
profitability,  vessel values and charter rates. In particular, freight and
charterhire  rates are  strongly  influenced  by the  supply and demand for
shipping  capacity.  After a period of weak  freight  rates the  market for
Suezmax  tankers  started to  strengthen  in early 2000,  as a result of an
improved supply balance following  extensive  scrapping of older tonnage in
1999 and early 2000 and increased  OPEC  production  from Spring 2000.  The
freight rates  continued to  strengthen  through the year 2000 and remained
firm in early 2001. Towards the second half of 2001 the general slowdown in
the  global  economy  and OPEC  quota  cuts  reduced  the demand for Tanker
transportation and Suezmax rates started to decline. The negative trend has
continued into 2002 following further cuts in OPEC production.  The average
time charter  equivalent market rate earned in 2001 by Suezmaxes trading in
the spot market was estimated at USD 30,700 per day. Corresponding rates in
the first  quarter of 2002 are  estimated at USD 16,500 per day.  Weakening
rates from Autumn 2001 until today has resulted in  increased  scrapping of
Suezmaxes and VLCCs built in the 1970s.

There is no guarantee  that Suezmax  rates would be  sufficient to meet the
debt service  required if the bareboat  charters  entered into with Chevron
are not extended.  Current spot market rates for Suezmax  tankers would not
be sufficient to meet the debt service required if the bareboat charters to
Chevron  were not  extended.  However,  spot market  rates are volatile and
generally linked to global economic  development and especially  demand for
oil.  Declining  crude oil demand has  prompted  OPEC to reduce  production
quotas to maintain  the crude oil price within its target price band and as
a result,  demand for crude oil transportation is currently low in relative
terms.

RISK FACTORS

California  Petroleum derives 100% of its revenues from and is dependent on
the Owners,  who are foreign  corporations as described  above.  The Owners
derive  100% of  their  revenues  from  and are  dependent  on the  Initial
Charterer until such time as the Initial Charterer terminates the Charters.
After the  Charters are  terminated,  the Owners may not be able to arrange
further  charters  at  rates  sufficient  to meet  interest  and  principal
payments due to California  Petroleum on the serial and term loans.  Should
the Owners  default on payment of interest and  principal due to California
Petroleum,  the value of  collateral  to the  serial  and term loans may be
insufficient to repay the serial and term loans.

It is not  considered  possible to quantify  possible  losses to California
Petroleum that may arise due to exposure to these risk factors.

ITEM 2.   PROPERTIES

California Petroleum has no property.  The serial and term loans granted to
the  Owners  are  collateralised  by  first  preferred  mortgages  over the
property of the Owners as  outlined  below.  The Owners paid  approximately
$80.7  million  for each  double-hulled  Vessel and $40.0  million  for the
single-hulled  Vessel (in 1995). Other than the Vessels described below the
Owners have no property.

                                           Delivery     Approximate
Vessel         Construction  Registration  Date         dwt.
--------------------------------------------------------------------

Samuel Ginn    Double-hull   Bahamas       March 1993   150,000
--------------------------------------------------------------------
Altair
Voyager 2      Double-hull   Bahamas       August 1993  130,000
--------------------------------------------------------------------
Sirius                       Marshall      October
Voyager 1      Double-hull   Islands 3     1994         150,000
--------------------------------------------------------------------
William E.                   Marshall      February
Crain          Single-hull   Islands 3     1992         150,000
--------------------------------------------------------------------

1    ex Chevron Mariner (renamed February 2001)
2    ex Condoleeza Rice (renamed April 2001)
3    previously registered in Liberia

ITEM 3.   LEGAL PROCEEDINGS

The Company and the Owners are not a party to any  material  pending  legal
proceedings and no such proceedings are known to be contemplated.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                  PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

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

(b)  As of March 25, 2002 with respect to the Common Stock there was one
     (1) holder of record of the Registrant's Common Stock.

ITEM 6.   SELECTED FINANCIAL DATA

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

                         2001     2000      1999      1998     1997
--------------------------------------------------------------------
                        $'000    $'000     $'000     $'000    $'000
--------------------------------------------------------------------
Net operating
revenues                15,210   16,538    17,871    19,191   20,485
--------------------------------------------------------------------
Net income                  -        -         -         -        -
--------------------------------------------------------------------
Net income per share        -        -         -         -        -
--------------------------------------------------------------------
Dividends per share         -        -         -         -        -
--------------------------------------------------------------------
Total assets           181,115  199,616   218,088   236,564  255,071
--------------------------------------------------------------------
Long term liabilities  159,280  177,440   195,600   213,760  231,920
--------------------------------------------------------------------

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

BUSINESS STRATEGY

California Petroleum

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

The Owners

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

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No  instruments  issued by California  Petroleum are for trading  purposes.
California   Petroleum  is  exposed  to  business   risk  inherent  in  the
international tanker market as outlined in Risk Factors.

Quantitative   information  about  instruments  exposed  to  business  risk
inherent in the  international  tanker  market at  December  31, 2001 is as
follows:

SERIAL LOANS

The  principal  balances of the Serial Loans earn interest at rates ranging
from 7.49% to 7.62% and mature over a five-year  period  beginning April 1,
2002.  The loans  are  reported  net of the  related  discounts,  which are
amortized over the term of the loans.

The outstanding serial loans have the following characteristics:

                                                             Principal
 Maturity                                         Interest      due
 date                                               rate      ($000's)
 ---------------------------------------------------------------------
 April 1, 2002                                      7.49%     18,160
 April 1, 2003                                      7.55%     18,160
 April 1, 2004                                      7.57%     12,950
 April 1, 2005                                      7.60%      7,740
 April 1, 2006                                      7.62%      2,530
 -------------------------------------------------------------------
                                                              59,540

Information on fair values has not been provided.
The outstanding amount of serial loans as at December 31, 2001 was
$59,540,000.

TERM LOANS

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

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

 ---------------------------------------------------------------------
                                                       No          All
                                                  initial      initial
                                                 charters     charters
 Scheduled                                     terminated   terminated
 payment date                                       $'000        $'000
 ---------------------------------------------------------------------
 April 1, 2004                                      3,355        1,700
 April 1, 2005                                      6,542        3,480
 April 1, 2006                                      9,526        5,320
 April 1, 2007                                     10,942        6,340
 April 1, 2008                                     10,942        6,880
 April 1, 2009                                     10,942        7,470
 April 1, 2010                                     10,942        8,110
 April 1, 2011                                     10,942        8,800
 April 1, 2012                                     10,942        9,540
 April 1, 2013                                     10,942       10,360
 April 1, 2014                                     10,942       11,240
 April 1, 2015                                     10,941       38,660
 ---------------------------------------------------------------------
                                                  117,900      117,900
 ---------------------------------------------------------------------

Information on fair values has not been provided.
The outstanding amount of term loans at December 31, 2001 was $117,900,000.

SERIAL MORTGAGE NOTES

The Serial  Mortgage  Notes bear  interest at rates  ranging  from 7.49% to
7.62% through maturity.  The Notes mature over a five-year period beginning
one-year from April 1, 2002. Interest is payable semi-annually.

The outstanding serial loans have the following characteristics:

 -------------------------------------------------------------------
 Maturity                                                  Principal
 date                                            Interest        due
 date                                                rate   ($000's)
 -------------------------------------------------------------------
 April 1, 2002                                      7.49%     18,160
 April 1, 2003                                      7.55%     18,160
 April 1, 2004                                      7.57%     12,950
 April 1, 2005                                      7.60%      7,740
 April 1, 2006                                      7.62%      2,530
 -------------------------------------------------------------------
                                                              59,540
 -------------------------------------------------------------------

TERM MORTGAGE NOTES

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

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

 ---------------------------------------------------------------------
                                                       No          All
                                                  initial      initial
                                                 charters     charters
 Scheduled                                     terminated   terminated
 payment date                                       $'000        $'000
 ---------------------------------------------------------------------
 April 1, 2004                                      3,355        1,700
 April 1, 2005                                      6,542        3,480
 April 1, 2006                                      9,526        5,320
 April 1, 2007                                     10,942        6,340
 April 1, 2008                                     10,942        6,880
 April 1, 2009                                     10,942        7,470
 April 1, 2010                                     10,942        8,110
 April 1, 2011                                     10,942        8,800
 April 1, 2012                                     10,942        9,540
 April 1, 2013                                     10,942       10,360
 April 1, 2014                                     10,942       11,240
 April 1, 2015                                     10,941       38,660
 ---------------------------------------------------------------------
                                                  117,900      117,900
 ---------------------------------------------------------------------

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

California  Petroleum derives 100% of its revenues from and is dependent on
the Owners,  who are foreign  corporations as described  above.  The Owners
derive  100% of  their  revenues  from  and are  dependent  on the  Initial
Charterer until such time as the Initial Charterer terminates the Charters.
After the  Charters are  terminated,  the Owners may not be able to arrange
further  charters  at  rates  sufficient  to meet  interest  and  principal
payments due to California  Petroleum on the serial and term loans.  Should
the Owners  default on payment of interest and  principal due to California
Petroleum,  the value of  collateral  to the  serial  and term loans may be
insufficient to repay the serial and term loans.

California Petroleum monitors its exposure to business risk inherent in the
international  tanker market by regular  consideration  of current  charter
rates for Suezmax oil tankers and likely expected  termination dates of the
Charters in the light of current  charter  rates.  Should  current  charter
rates fall below the rates  required  for the Owners to be able to continue
to meet payments of interest and principal due to California Petroleum, the
Company's policy is to seek additional  collateral from the Owners to fully
secure the serial and term loans.


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                                                                       PAGE


   Report of Independent Auditors                                         8


   Balance Sheets as of December 31, 2001 and 2000                        9


   Statements of Operations and Retained Earnings for the Years          10
   Ended December 31, 2001, 2000 and 1999


   Statements of Cash Flows for the Years Ended                          11
   December 31, 2001, 2000 and 1999


   Notes to Financial Statements                                         12


<PAGE>


REPORT OF INDEPENDENT AUDITORS


TO THE BOARD OF DIRECTORS
CALIFORNIA PETROLEUM TRANSPORT CORPORATION


We have audited the  accompanying  balance  sheets of California  Petroleum
Transport  Corporation  as of  December  31,  2001 and 2000 and the related
statements of operations and retained earnings,  and cash flows for each of
the three years in the period  ended  December 31,  2001.  These  financial
statements  are  the  responsibility  of  the  Company's  management.   Our
responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we
plan and perform the audits to obtain  reasonable  assurance  about whether
the  financial  statements  are  free of  material  misstatement.  An audit
includes  examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements.  An audit also includes assessing
the  accounting   principles  used  and   significant   estimates  made  by
management,   as  well  as  evaluating  the  overall  financial   statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial  position of California  Petroleum
Transport Corporation at December 31, 2001 and 2000, and the results of its
operations  and its cash  flows for each of the three  years in the  period
ended December 31, 2001 in conformity with accounting  principles generally
accepted in the United States of America.



Ernst & Young
Chartered Accountants



Douglas, Isle of Man
[------------------------------]


<PAGE>


CALIFORNIA PETROLEUM TRANSPORT CORPORATION

BALANCE SHEETS AS OF DECEMBER 31, 2001 AND 2000

(in thousands of US$)
                                                  Note         2001        2000
ASSETS
   Current assets:
   Cash and cash equivalents                                      1           1
   Current portion of serial loans receivable        3       18,160      18,160
   Interest receivable                                        3,664       3,972
   Other current assets                                          10          43
                                                            -------     -------
   TOTAL CURRENT ASSETS                                      21,835      22,176

   Serial loans receivable, less current portion     3       40,874      58,866
   Term loans receivable                             4      116,730     116,642
   Deferred charges and other long-term assets    2(b)        1,676       1,932
                                                            -------     -------
   TOTAL ASSETS                                             181,115     199,616
                                                            =======     =======

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Accrued interest                                           3,664       3,972
   Current portion of serial mortgage notes        5,6       18,160      18,160
   Other current liabilities                                     10          43
                                                            -------     -------
   TOTAL CURRENT LIABILITIES                                 21,834      22,175

   Serial mortgage notes                           5,6       41,380      59,540
   Term mortgage notes                             5,7      117,900     117,900
                                                            -------     -------
   TOTAL LIABILITIES                                        181,114     199,615


   STOCKHOLDERS' EQUITY

   Common stock, no par value; 100 shares
   authorised, issued and outstanding                             1           1
                                                            -------     -------
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               181,115     199,616
                                                            =======     =======


See accompanying Notes to the Financial Statements


<PAGE>


CALIFORNIA PETROLEUM TRANSPORT CORPORATION

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS FOR THE YEARS ENDED
DECEMBER 31, 2001, 2000 AND 1999

(in thousands of US$)
                                               2001        2000        1999
REVENUE

   Interest income                            15,164      16,478      17,811
   Recovery of general and administrative
    expenses                                      46          60          60
                                             -------     -------     -------
NET OPERATING REVENUES                        15,210      16,538      17,871


EXPENSES

   General and administrative expenses            46          60          60
                                             -------     -------     -------
NET OPERATING INCOME BEFORE AMORTISATION      15,164      16,478      17,811

   Amortisation of debt issue costs             (256)       (256)       (256)
                                             -------     -------     -------
NET OPERATING INCOME AFTER AMORTISATION       14,908      16,222      17,555

OTHER INCOME (EXPENSES)

   Interest expense                          (14,908)    (16,222)    (17,555)
                                             -------     -------     -------
NET INCOME                                         -           -           -
                                             =======     =======     =======

RETAINED EARNINGS, BEGINNING OF YEAR               -           -           -
                                             -------     -------     -------
RETAINED EARNINGS, END OF YEAR                     -           -           -
                                             -------     -------     -------


See accompanying Notes to the Financial Statements


<PAGE>


CALIFORNIA PETROLEUM TRANSPORT CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2001,
2000 AND 1999

(in thousands of US$)
                                                2001        2000        1999
CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME                                         -           -           -

Adjustments to reconcile net income to
 net cash provided by operating activities:

   Amortisation of deferred debt issue costs     256         256         256
   Changes in assets and liabilities:
   Decrease (increase) in accounts receivable    341         312         316
   (Decrease) increase in accounts payable      (341)       (312)       (316)
                                             -------     -------     -------
   NET CASH PROVIDED BY OPERATING ACTIVITIES     256         256         256
                                             -------     -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES

   Term and serial loans repaid               17,904      17,904      17,904
                                             -------     -------     -------
   NET CASH PROVIDED BY INVESTING
    ACTIVITIES                                17,904      17,904      17,904
                                             -------     -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES

   Serial notes redeemed                     (18,160)    (18,160)    (18,160)
                                             -------     -------     -------
   NET CASH USED IN FINANCING ACTIVITIES     (18,160)    (18,160)    (18,160)
                                             -------     -------     -------
CASH AT BEGINNING OF YEAR                          1           1           1
                                             -------     -------     -------
CASH AT END OF YEAR                                1           1           1
                                             -------     -------     -------


See accompanying Notes to Financial Statements


<PAGE>


CALIFORNIA PETROLEUM TRANSPORT CORPORATION

NOTES TO FINANCIAL STATEMENTS

1.   THE COMPANY

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

     Basis of Presentation
     The  financial  statements  have  been  prepared  in  accordance  with
     accounting  principles  generally  accepted  in the  United  States of
     America.  These  statements  reflect the net proceeds from the sale of
     the Term  Mortgage  Notes  together with the net proceeds from sale of
     the Serial  Mortgage  Notes  having been  applied by way of  long-term
     loans to the Owners to fund the  acquisition  of the Vessels  from the
     Initial Charterer.

     Accounting Estimates
     The  preparation of financial  statements in conformity with generally
     accepted  accounting  principles requires management 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 those estimates.

2.   PRINCIPAL ACCOUNTING POLICIES

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

     (a)  Revenue and expense recognition

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

     (b)  Deferred charges

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

     (c)  Reporting currency

     The reporting and functional currency is United States Dollars.

3.   SERIAL LOANS

     The  principal  balances  of the Serial  Loans earn  interest at rates
     ranging  from  7.49% to  7.62%  and  mature  over a  five-year  period
     beginning  April 1, 2002.  The loans are  reported  net of the related
     discounts, which are amortised over the term of the loans.

4.   TERM LOANS

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

5.   SERIAL LOANS AND TERM LOANS COLLATERAL

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

6.   SERIAL MORTGAGE NOTES

     The Serial Mortgage Notes bear interest at rates ranging from 7.49% to
     7.62%  through  maturity.  The Notes  mature over a  five-year  period
     beginning April 1, 2002. Interest is payable semi-annually.

     The outstanding serial loans have the following characteristics:

 -------------------------------------------------------------------
                                                           Principal
 Maturity                                        Interest        due
 date                                                rate    ($000's)
 -------------------------------------------------------------------
 April 1, 2002                                      7.49%     18,160
 April 1, 2003                                      7.55%     18,160
 April 1, 2004                                      7.57%     12,950
 April 1, 2005                                      7.60%      7,740
 April 1, 2006                                      7.62%      2,530
 -------------------------------------------------------------------
                                                              59,540
 -------------------------------------------------------------------

7.   TERM MORTGAGE NOTES

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

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

 ----------------------------------------------------------------------
                                                       No           All
                                                  initial       initial
                                                 charters      charters
 Scheduled                                     terminated    terminated
 payment date                                       $'000         $'000
 ----------------------------------------------------------------------
 April 1, 2004                                      3,355         1,700
 April 1, 2005                                      6,542         3,480
 April 1, 2006                                      9,526         5,320
 April 1, 2007                                     10,942         6,340
 April 1, 2008                                     10,942         6,880
 April 1, 2009                                     10,942         7,470
 April 1, 2010                                     10,942         8,110
 April 1, 2011                                     10,942         8,800
 April 1, 2012                                     10,942         9,540
 April 1, 2013                                     10,942        10,360
 April 1, 2014                                     10,942        11,240
 April 1, 2015                                     10,941        38,660
 ----------------------------------------------------------------------
                                                  117,900       117,900
 ----------------------------------------------------------------------

ITEM 9.   CHANGES IN AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

Not applicable.


                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  Company  does not  have  operations  nor  does it have  any  employees
involved in  management.  The following  table sets forth the name, age and
principal position with the Company of each of its executive directors.

NAME                      AGE       POSITION WITH THE COMPANY

Nancy D. Smith            34        Director and President
Louise E. Colby           53        Director and Assistant Secretary
R. Douglas Donaldson      60        Treasurer

Officers are  appointed by the Board of Directors and will serve until they
resign or are removed by the Board of Directors.

Nancy  D.  Smith  has  been a  Director  and the  President  of  California
Petroleum since 1994. She joined JH Management Corporation, a Massachusetts
business  corporation  that engages in the  management  of special  purpose
corporations for structured financial transactions in 1993 as its President
and is currently the Vice President of the corporation.  From 1991 to 1992,
she was a legal  secretary at Ropes & Gray, a law firm in Boston,  MA. From
1992 to 1993, she was a personal assistant to Bob Woolf Associates, Inc.

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

R. Douglas  Donaldson has been the Treasurer of the Corporation  since 1995
He has been President of JH Management  Corporation  since 1994. He was the
Vice   President  of  a  sibling   management   corporation,   JH  Holdings
Corporation,  from 1994 to early 1999, when he was promoted to President of
that corporation as well. Prior to 1994, he as a bank officer (primarily at
Bank of New  England) for over  twenty-five  years in the field of personal
trust and estate  planning.  He is also the sole trustee of two  charitable
trusts for the benefit of Harvard University.


<PAGE>


ITEM 11.  EXECUTIVE COMPENSATION

None of the  directors  or  executive  officers of the Company  receive any
compensation in connection with their respective positions. The Company has
not entered into any affiliate transactions, other than the original agency
agreement for the issuance of the notes.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides  information as of March 22, 2002 with respect
to the  ownership  by  each  person  or  group  of  persons,  known  by the
registrant to be a beneficial owner of 5% or more of the Common Stock.

Except as set forth below,  the  Registrant is not aware of any  beneficial
owner of more than 5% of the Common  Stock as of close of business on March
22, 2002.

                            Beneficial Ownership


                         Name and                   Number
     Class of            address of                 of         Percent
     Shares              Beneficial Owners          Shares     of Class
     ---------------     --------------------       ------     --------

     Ordinary Shares     The California Trust       1,000        100%
                         c/o JH Holdings
                          Corporation
                         P.O. Box 4024
                         Room 6/9
                         One International Place
                         Boston, MA 02101

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Not applicable.


<PAGE>


                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this Annual Report:

Financial Statements

Report of Ernst & Young, Chartered Accountants, Independent Auditors

Balance Sheets at December 31, 2001 and 2000

Statements of Operations and Retained Earnings for the Years Ended December
31, 2001, 2000 and 1999

Statements  of Cash Flows for the Years Ended  December 31, 2001,  2000 and
1999

Notes to Financial Statements

(b) Reports on Form 8-K

The  Company  has not  filed  any  current  reports  on Form  8-K  with the
Securities  and Exchange  Commission  during the last quarter of the fiscal
period covered by this report.


<PAGE>


                                 SIGNATURES

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


                                California Petroleum Transport Corporation
                               --------------------------------------------
                                              (Registrant)

Date   March 28, 2002               By         /s/ Nancy D. Smith
    ---------------------------       -------------------------------------
                                                  Nancy D. Smith
                                                    President


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


Date   March 28, 2002               By        /s/ Nancy D. Smith
    ---------------------------       -------------------------------------
                                                 Nancy D. Smith
                                                    President


Date   March 28, 2002               By         /s/ Nancy D. Smith
    ---------------------------       -------------------------------------
                                                  Nancy D. Smith
                                                     Director