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, 2004
                         -------------------------------------------------------

                                       OR

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

Commission file number             033-79220-04
                      ----------------------------------------------------------

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

                                   Isle of Man
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         (State or other jurisdiction of incorporation or organization)

                15-19 Athol Street, Douglas, Isle of Man IM1 1TP
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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
--------------------------------------------------------------------------------
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: 2 shares, par value of $500 per share
--------------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                               Yes [X]   No [_]

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

                             Item 17 [_] Item 18 [X]
<PAGE>

                         CALPETRO TANKERS (IOM) LIMITED
                          INDEX TO REPORT ON FORM 20-F

                                                                           Page
PART I
Item 1.    Identity of Directors, Senior Management and Advisers ..........   1
Item 2.    Offer Statistics and Expected Timetable.........................   1
Item 3.    Key Information.................................................   2
Item 4.    Information on the Company......................................   5
Item 5.    Operating and Financial Review and Prospects....................  17
Item 6.    Directors, Senior Management and Employees......................  18
Item 7.    Major Shareholders and Related Party Transactions...............  18
Item 8.    Financial Information...........................................  19
Item 9.    The Offer and Listing...........................................  20
Item 10.   Additional Information..........................................  19
Item 11.   Quantitative and Qualitative Disclosures About Market Risk......  21
Item 12.   Description of Securities Other than Equity Securities..........  22

PART II
Item 13.   Defaults, Dividend Arrearages and Delinquencies.................  22
Item 14.   Material Modifications to the Rights of Security Holders
           and Use of Proceeds.............................................  22
Item 15.   Controls and Procedures.........................................  22
Item 16.   [Reserved]                                                        22
Item 16A.  Audit Committee Financial Expert................................  23
Item 16B.  Code of Ethics..................................................  23
Item 16C.  Principal Accountant Fees and Services..........................  23
Item 16D.  Exemptions from the Listing Rules for Audit Committees..........  25
Item 16E.  Purchases of Equity Securities by the Issuer
           and Affiliated Purchasers ......................................  25

PART III
Item 17.   Financial Statements............................................  25
Item 18.   Financial Statements............................................  25
Item 19.   Exhibits........................................................  25
<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 (IOM) 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  (IOM)  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, 2004, 2003 and 2002, and the
selected  balance  sheet data at December  31, 2004 and 2003,  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, 2001 and 2000 and the selected balance sheet data at December
31, 2002, 2001 and 2000 have been derived from audited  financial  statements of
the  Company  not  included  herein.   Certain  comparative  figures  have  been
reclassified to conform with the presentation adopted in the current period. 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,
                                    2004      2003      2002      2001     2000
                               (U.S. Dollars in thousands except per share data)

Statement of operations and
  and retained earnings data:
Net operating revenues             3,068     3,500     3,929     4,355    4,778
Net (loss) / income                 (53)      (37)        70       103      158
Per share data:
Dividends per share                    -         -         -         -        -
Balance sheet data
  (at year end):
Total assets                      37,364    42,734    48,049    53,288   58,436
Current portion of serial
  loans                            5,210     5,210     5,210     5,210    5,210
Long term loans                   29,842    35,052    40,262    45,472   50,682
Stockholders' equity               1,546     1,601     1,638     1,568    1,465

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 SIRIUS VOYAGER (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 three specified dates.
The first option to terminate was on April 1, 2005 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.

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 2005,  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, 2005 and has
such options on each of the three  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 the charterer's decision may be contrary
to our interests or those of the holders of the Notes.  Chevron did not exercise
the first termination option.

We cannot  predict at this time any of the factors that Chevron will consider in
deciding whether to exercise any of its training  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 may sell the Vessel.  Replacement  charters may include
shorter-term  time charters and employing the Vessel on the spot charter  market
(which is subject to greater  fluctuation  than the time  charter  market).  Any
replacement charter may bring us lower charter rates and would likely require us
to incur greater expenses which may reduce the amounts available, if any, to pay
principal and interest on the Notes.

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

The  operation  of tanker  vessels  and  transportation  of crude and  petroleum
products is an extremely competitive business. Competition arises primarily from
other tanker owners, including major oil companies as well as independent tanker
companies,  some  of  whom  have  substantially  greater  resources  than we do.
Competition  for the  transportation  of oil and oil products can be intense and
depends on price,  location,  size, age,  condition and the acceptability of the
tanker and its  operators  to the  charterers.  During the term of our  existing
Charter  with  Chevron  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 our achieving lower revenues from our Suezmax oil
tanker.

Compliance  with  environmental  laws or  regulations  may adversely  affect our
earnings  and  financial  conditions  at the end of the  existing  Charter or if
Chevron 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  Transport  Corporation  and  ChevronTexaco
Corporation

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

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

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

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

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

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

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

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

We are highly leveraged.  As of December 31, 2004, we had $35.0 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 Serial and 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

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

Item 4. Information on the Company

The Company

CalPetro  Tankers (IOM) Limited was  incorporated  in the Isle of Man on May 13,
1994 together with three other companies:  CalPetro Tankers (Bahamas I) Limited,
CalPetro  Tankers  (Bahamas  II)  Limited and  CalPetro  Tankers  (Bahamas  III)
Limited,  each of which is incorporated in the Bahamas  (together the "Owners").
Each of the Owners was organized as a special purpose company for the purpose of
acquiring one of four oil tankers (each a "Vessel", together the "Vessels") from
Chevron Transport  Corporation.  California Petroleum Transport  Corporation,  a
Delaware  corporation,  acting as agent on behalf of the Owners,  issued as full
recourse  obligations  $167,500,000  Serial First  Preferred  Mortgage Notes and
$117,900,000  8.52%  First  Preferred  Mortgage  Notes  due 2015  (together  the
"Notes").  The  proceeds  from  the sale of the  Notes  were  applied  by way of
long-term  loans,  being Serial  Loans in respect of the Serial First  Preferred
Mortgage Notes and Term Loans in respect of the First  Preferred  Mortgage Notes
due 2015,  to the Owners to fund the  acquisition  of the Vessels  from  Chevron
Transport Corporation. The Company was allocated $51,830,000 of the Serial Loans
and  $29,842,000  of the Term Loans and acquired its Vessel,  the SIRIUS VOYAGER
(ex CHEVRON MARINER), as described below. The Company 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.

The Company is wholly-owned by California Tankers Investments Limited, a company
organized  under  the  laws of the  Bahamas,  which  is in  turn a  wholly-owned
subsidiary  of  CalPetro  Holdings  Limited,  an Isle of Man  company.  CalPetro
Holdings   Limited  is  a  wholly-owned   subsidiary  of   Independent   Tankers
Corporation,   a  Cayman  Islands   company   ("ITC")  which  was  previously  a
wholly-owned  subsidiary of Hemen Holding Limited,  a Cyprus company  ("Hemen").
Hemen is the principal  shareholder of Frontline Ltd  ("Frontline"),  a publicly
listed Bermuda company, and is indirectly controlled by Mr. John Fredriksen, the
Chairman and Chief Executive  Officer of Frontline.  On July 1, 2003,  Frontline
entered into an option  agreement  with Hemen to acquire all shares in ITC. This
option was exercised effective May 27, 2004.

Overview of the Business

The Company's  Vessel is a 150,000  deadweight tonne ("dwt") Suezmax oil tanker,
called the SIRIUS VOYAGER (formerly  Chevron  Mariner),  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  can elect to  terminate  the Charter on any of four  termination  dates
occurring  at  two-year  intervals  which  begain on April 1,  2005.  For future
optional  termination dates,  notice of Chevron's intention to terminate must 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
termination date as follows:

     (In millions of $)

     Optional                           Termination
     Termination Date                       Payment
     April 1, 2007                             9.91
     April 1, 2009                             8.89
     April 1, 2011                             7.88

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 the Company
that it expects to use the Vessel worldwide as permitted under the Charter.  The
obligations  of  Chevron  under the  Charter  are  guaranteed  by  ChevronTexaco
Corporation,  a major  international  oil company,  pursuant to a guarantee (the
"Chevron  Guarantee").  Chevron  is  an  indirect,  wholly-owned  subsidiary  of
ChevronTexaco 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  double-hull  design  patented  by  one  of  Chevron  Corporation's
subsidiaries.  The builder of the SIRIUS VOYAGER  (formerly Chevron Mariner) was
Ishikawajima do Brasil Estaleiros S.A.

The Management

On March 31, 1999,  Frontline  became the 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 the Company along with technical advisory  services.  If the Charter
is  terminated  by Chevron,  Frontline,  acting on behalf of the  Company,  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
re-charter  of the  Vessel.  The  Manager's  ability  to  obtain  an  acceptable
replacement  charter, to sell the Vessel or re-charter 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,  the primary charterers of the vessels owned or controlled by
the  Company,  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 the Company engages.

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; 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.

2004  was a  good  year  for  the  tanker  market  as  freight  rates  increased
dramatically  compared to 2003,  mainly due to limited  fleet  growth and strong
growth in the demand for oil, and implicitly for oil tankers.

According to IEA,  world oil demand grew by 2.65 million  barrels per  day(mb/d)
compared to 2003 with the total world demand  ending up at 82.44 mb/d.  The main
driver for this  growth was the strong  economic  growth in China and the United
States resulting in record import levels.

The world supply of oil  increased  with 3.39 mb/d from 2003 to a total of 83.03
mb/d in 2004.  The  rapid  economic  growth  in China  led to a large  growth in
imports of oil into China during the year. In addition, the hurricane Ivan which
hit the US Gulf led to the shut down of oil  production in the area which had to
be replaced by additional imports. This resulted in strong demand for VLCCs, and
a very healthy market for most of the year.  The continuing  unrest in Iraq kept
the output from that country to about 1.9 mb/d. vs. a pre-war level of about 2.2
mb/d.  However,  the shortfall in production from Iraq was replaced by increased
production in the rest of the OPEC countries.

The size of the world  VLCC  fleet  increased  by 2.5  percent  in 2004 from 433
vessels to 441 vessels. A total of 11 VLCCs were scrapped during the year and 30
were  delivered.  The total order book for VLCCs was at 84 vessels at the end of
the  year,  of which 43 were  ordered  during  the  year.  The size of the world
suezmax fleet increased by 5 percent in 2004 from 295 vessels to 310. A total of
11  suezmaxes  was  scrapped  and 26 were  delivered.  The total  order book for
suezmaxes were at 76 at the end of the year, of which 30 were ordered during the
year.  The total order books for VLCC and  Suezmax  respectively,  were at 19.09
percent and 24.51 percent of the existing fleet.

The outlook for the tanker market for the remainder of 2005 is positive since it
seems that the continued growth in oil consumption will ensure a positive demand
situation for tankers. The freight forward market for 2005 is now at $58,000 per
day for VLCC tankers, and $38,500 for suezmax tankers.

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

Inspection by Classification Society

Every  commercial  vessel's hull and machinery 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 the Company). In addition,
the  Company  has the right to inspect  the Vessel and to require  surveys  upon
redelivery,  and Chevron  will be  responsible  for making or  compensating  the
Company for certain necessary repairs in connection with such redelivery.

Insurance

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

Under the Charter,  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 the  Company  will be able to
procure  adequate  insurance  coverage at commercially  reasonable  rates in the
future.  In  particular,   stricter  environmental  regulations  may  result  in
increased costs for, or the lack of availability or, insurance against the risks
of environmental damage or pollution.

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

Environmental and Other Regulations

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 tankers.  However,  because  existing  laws may
change or new laws may be  implemented,  we cannot  predict the ultimate cost of
complying with all applicable  requirements  or the impact they will have on the
resale  value or  useful  lives of our  tankers.  Future,  non-compliance  could
require us to incur substantial costs or to temporarily suspend operation of our
tankers.

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

In 1992, the International  Maritime  Organization,  or IMO ( the United Nations
agency for maritime  safety and the  prevention  of marine  pollution by ships),
adopted  MARPOL  73/78   regulations   that  set  forth   pollution   prevention
requirements  applicable to tankers. These regulations,  which have been adopted
by more than 150 nations, 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 ("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 13F or have double bottoms and double sides
with  dimensions  in  compliance  with  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, 77 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 has been 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 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:

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

|X|  Wing tanks  having a width which does not meet that  required by IBC Code -
     Type 2.

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  years of age 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.

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 prohibit
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.

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 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.

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

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,  rents,  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 million  per tanker  that is over 3,000 gross tons  (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 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  wilful
misconduct.  These limits do not apply if the responsible party fails or refuses
to report  the  incident  or to  co-operate  and assist in  connection  with the
substance removal activities.  OPA and CERCLA each preserve the right to recover
damages under existing law, including maritime tort law.

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.  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.

Chevron  insures the Vessel with  pollution  liability  insurance in the maximum
commercially available amount of $1.0 billion per incident. 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 U.nited 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.

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
European  Union 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 will also be  restricted  from  entering or
leaving European Union ports or offshore  terminals and anchoring in areas under
European Union jurisdiction.  The European Union 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  European  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  European  Union 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 European Union nations.  It is impossible to predict what
legislation  or  additional  regulations,  if  any,  may be  promulgated  by the
European Union or any other country or authority.

International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party thereto,  many countries have ratified
and  follow  the  liability  scheme  adopted  by  the  IMO  and  set  out in the
International  Convention on Civil Liability for Oil Pollution Damage,  1969, as
amended,   or  the  CLC,  and  the  Convention  for  the   Establishment  of  an
International  Fund  for  Oil  Pollution  of  1971,  as  amended.   Under  these
conventions, a vessel's registered owner is strictly liable for pollution damage
caused  on the  territorial  waters  of a  contracting  state  by  discharge  of
persistent oil, subject to certain complete defenses. Many of the countries that
have  ratified  the CLC have  increased  the  liability  limits  through  a 1992
Protocol to the CLC. The liability  limits in the  countries  that have ratified
this Protocol are currently approximately $4.0 million plus approximately $566.0
per gross registered tonne above 5,000 gross tonnes with an approximate  maximum
of $80.5  million  per vessel,  with the exact  amount tied to a unit of account
which varies  according to a basket of currencies.  The right to limit liability
is forfeited under the CLC where the spill is caused by the owner's actual fault
or  privity  and,  under  the 1992  Protocol,  where  the spill is caused by the
owner's  intentional or reckless conduct.  Vessels trading to contracting states
must provide evidence of insurance  covering the limited liability of the owner.
In jurisdictions where the CLC has not been adopted, various legislative schemes
or common law govern,  and liability is imposed  either on the basis of fault or
in a manner similar to the CLC.


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  ("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 ("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 ("ISPS"). 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 has a double hull and  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,  the Company is a wholly owned  subsidiary of  California  Tankers
Investments Limited, a company organized 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, the Company does not have any property.

Item 5. Operating and Financial Review and Prospects

Operating results

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
$3,068,000,  compared  with  $3,500,000  for the year ended  December  31, 2003.
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 leases.

Expenses

Interest  payable on the Term Loans and the Serial Loans  amounted to $3,028,000
for the year ended December 31, 2004. The  amortization of discount on loans for
the period amounted to $73,000. 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 $3,440,000 and $73,000,  respectively.  Interest  payable
has fallen in line with expectations, with interest payable falling in line with
the loan outstanding in the year.

Year ended December 31, 2003 compared with the year ended December 31, 2002

Total Revenues

Finance lease  interest  income for the year ended December 31, 2003 amounted to
$3,500,000,  compared  with  $3,929,000  for the year ended  December  31, 2002.
Interest income fell in line with the fall in value of the finance lease.

Expenses

Interest  payable on the Term Loans and the Serial Loans  amounted to $3,440,000
for the year ended December 31, 2003. The  amortization of discount on loans for
the period  amounted to  $73,000.  The  corresponding  figures for the period to
December 31, 2002 were $3,824,000 and $74,000,  respectively.  Interest  payable
has fallen in line with expectations, with interest payable falling in line with
the loan outstanding in the year.

Liquidity and Capital Resources

As set forth above,  revenues from the Initial Charter are sufficient to pay the
Company's  obligations  under the Term and Serial  Loans.  Chevron  may elect to
terminate the Charter on specified termination dates which commenced in 2005. If
the Charter is  terminated  by  Chevron,  the  Manager,  acting on behalf of the
Company, will attempt to find an acceptable  replacement charter for the Vessel.
If an acceptable  replacement charter is commercially  unavailable,  the Manager
will solicit bids for the sale or recharter of the Vessel. The Manager's ability
to obtain an acceptable replacement charter, to sell the Vessel or recharter the
Vessel will depend on market rates for new and used vessels,  both of which will
depend on the supply of and demand for tanker  capacity for oil  transportation,
and the advantages or  disadvantages  of the Vessel  compared with other vessels
available at the time.

Off-balance Sheet Arrangements

The Company has 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, 2004, the Company had the following  contractual  obligations
and commitments:

<TABLE>
<CAPTION>
                                                 Payments due by period
                                 Less than 1                              More than 5
(in $'000)                              year    1-3 years    3-5 years    years           Total
<S>                              <C>            <C>          <C>          <C>            <C>
Serial Loans (7.60%)                   5,210            -            -         -          5,210
Term Loans  (8.52%)                        -        5,968        5,968    17,906         29,842
-----------------------------------------------------------------------------------------------
Total contractual obligations          5,210        5,968        5,968    17,906         35,052
-----------------------------------------------------------------------------------------------
</TABLE>

Critical Accounting Policies

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

     o    Accounting for financing leases as lessor

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  amortized  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  Serial  and Term  Loans
financing the ship will also be reduced as the principal is repaid.  Thus, there
is a  consistent  reduction in income,  expenses and net assets  employed by the
Company.  However,  cash flows  should be  adequate  to  service  the debt load.
Clearly there will always be some uncertainty within the business because of the
nature of the tanker business. However over the past couple of years the charter
rates have been at a level such that the  Company  has been able to service  its
debt. The structure of debt and charterhire agreements,  including provision for
early termination, provides the Company with a clear future.

Recently Issued Accounting Standards

There were no recently issued accounting  standards that would have an impact on
the Company's results.

Item 6. Directors, Senior Management and Employees

Directors and Executive Officers of CalPetro Tankers (IOM) Limited

                              Age      Position

Tor Olav Tr0im                42       Director and President
Kate Blankenship              40       Director and Secretary
John Michael Killip           61       Director

Tor Olav Tr0im has been a Director  of  CalPetro  Tankers  (IOM)  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.  Tr0im also  serves as a director  of Ship  Finance  International
Limited,  a subsidiary of Frontline and since May 2000,  has been a director and
Vice-Chairman  of  Knightsbridge  Tankers  Limited  ("Knightsbridge").  He  is a
director of Aktiv  Inkasso ASA and Northern Oil ASA, both  Norwegian  Oslo Stock
Exchange  listed  companies and Golden Ocean Group  Limited,  a Bermuda  company
listed on the Oslo Stock  Exchange.  Prior to his service with  Frontline,  from
January 1992, Mr. Tr0im served as Managing Director and a member of the Board of
Directors of DNO AS, a Norwegian oil company. Mr. Tr0im has served as a director
of Golar LNG Limited since May 2001.

Kate  Blankenship  has been a Director of CalPetro  Tankers  (IOM) Limited since
October 31,  2001.  She is Chief  Accounting  Officer and Company  Secretary  of
Frontline and has been a director of Frontline since 2003. Mrs Blankenship  also
serves as a director of Ship Finance  International  Limited,  a  subsidiary  of
Frontline.  Prior to joining Frontline, she was a Manager with KPMG Peat Marwick
in Bermuda. She is a member of the Institute of Chartered Accountants in England
and Wales.  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.

John Michael Killip has been a non-executive Isle of Man resident Director since
October 31, 2001.  Mr.  Killip is a manager with Equity  Limited,  the corporate
service  provider owned by Cains Advocates  Limited,  Isle of Man, who are legal
advisers  to the Company  and as such are  entitled  to charge for  professional
advice and services.  He has been in a managerial  capacity with Cains Advocates
Limited/Equity Limited for over 10 years.

Compensation

During the year ended December 31, 2004, the Company paid no compensation to its
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.

The Company has neither an audit nor a remuneration committee.

Employees

The  Company  has no  employees  involved  in the  management  of the  Vessel  -
Frontline manages the Company as desribed below in Item 7.

Share Ownership

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

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

The Company is a  wholly-owned  subsidiary  of  California  Tankers  Investments
Limited,  a  company  organized  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. All the issued and  outstanding  shares of
capital stock of the Company are beneficially owned by ITC and have been pledged
to the Chase Manhattan Trust Company of California (the "Collateral Trustee") as
part of the  collateral  for the Notes.  ITC has full  voting  control  over the
Company subject to the rights of the Collateral Trustee.

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

Related Party Transactions

As discussed in Item 4,  Frontline,  the ultimate  parent,  manages the Company.
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 2004,  a total of  $36,654  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 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 of significant financial and managerial resources.

Item 9. The Offer and Listing

Not applicable.

Item 10. Additional Information

Memorandum and Articles of Association

The Company is No. 68060 in the Isle of Man 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 Isle of
Man 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 Isle of Man 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 Isle of Man Income Tax (Exempt  Companies)
Act 1994 (the "Exempt  Companies Act") in May 1994.  Interests in the Registered
Securities  may be freely  transferred  among  non-residents  of the Isle of Man
under Isle of Man Law. There are no Exchange Control  regulations in the Isle of
Man.

There  are no  restrictions  upon the  payment  of  foreign  currency  dividends
interest or other payments in respect of the Registered Securities.

None of the Company's Articles of Association,  Memorandum of Association or any
other document, nor any Isle of Man law or, 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 share of common stock.

Taxation

Under the Exempt  Companies  Act,  the  Company  is exempt  from any Isle of Man
income tax, or any other tax on income of  distributions  accruing to or derived
for the Company, or in connection with any transactions with the Company, or any
shareholders.

No estate,  inheritance,  succession,  or gift tax,  rate,  duty,  levy or other
charge  is  payable  in the  Isle  of Man  with  respect  to  any  shares,  debt
obligations or other securities of the Company.

There is no reciprocal tax treaty between the Isle of Man and the United States.

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,  Bermuda and at 15-19 Athol
Street, Douglas, Isle of Man.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

Quantitative information about market risk

Quantitative  information  about market risk instruments at December 31, 2004 is
as follows:

i)   Serial Loans:

The principal  balance of the Serial Loans bears interest at a rate of 7.60% and
matures on April 1, 2005.  The loans are reported net of the related  discounts,
which are amortized  over the term of the loans.  The  outstanding  serial loans
have the following characteristics:

Maturity date                            Interest rate         Principal due
                                                                   ($ 000's)
April 1, 2005                                    7.60%                 5,210
================================================================================

ii)  Term Loans:

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

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

<TABLE>
<CAPTION>
Scheduled       Charter not      Charter       Charter       Charter       Charter
payment date     terminated   terminated    terminated    terminated    terminated
                                    2005          2007          2009          2011
                      $'000        $'000         $'000         $'000         $'000
<S>             <C>           <C>           <C>           <C>           <C>
April 1, 2006         2,984        1,540         2,984         2,984         2,984
April 1, 2007         2,984        1,670         2,984         2,984         2,984
April 1, 2008         2,984        1,810         1,560         2,984         2,984
April 1, 2009         2,984        1,970         1,690         2,984         2,984
April 1, 2010         2,984        2,130         1,830         1,470         2,984
April 1, 2011         2,984        2,320         1,990         1,590         2,984
April 1, 2012         2,984        2,510         2,160         1,730         1,090
April 1, 2013         2,984        2,730         2,340         1,880         1,180
April 1, 2014         2,984        2,960         2,540         2,030         1,280
April 1, 2015         2,986       10,202         9,764         9,206         8,388
----------------------------------------------------------------------------------
                     29,842       29,842        29,842        29,842        29,842
==================================================================================
</TABLE>

Qualitative information about market risk

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

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.

     As of the balance sheet date, the Company carried out an evaluation,  under
     the  supervision  and  with  the  participation  of the  Company's  manager
     Frontline Ltd,  including the Company's  President and Principal  Financial
     Officer,  of the effectiveness of the design and operation of the Company's
     disclosure  controls and  procedures  pursuant to Exchange Act Rule 13a-14.
     Based upon that evaluation,  the President and Principal  Financial Officer
     concluded  that  the  Company's  disclosure  controls  and  procedures  are
     effective in alerting them timely to material  information  relating to the
     Company required to be included in the Company's periodic SEC filings.

(b)  Changes in internal controls

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

Item 16. [Reserved]

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 2004 was Grant Thornton and Ernst & Young for
     2003.  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, 2004    $18,000
     Fiscal year ended December 31, 2003    $3,375

     b)   Audit Related Fees

     There  have  been no  assurance  and  related  services  rendered  by Grant
     Thornton in 2004 or Ernst & Young in 2003 related to the performance of the
     audit or review of the Company's financial statements.

     c)   Tax Fees

     There have been no tax related services  rendered by Grant Thornton in 2004
     or Ernst & Young in 2003 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

     There have been no aggregate fees billed for professional services rendered
     by Grant  Thornton in 2004 or Ernst & Young in 2003 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
<PAGE>

                                    PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

The following financial statements and notes, together with the reports of Grant
Thornton  Independent  Registered  Public  Accounting  Firm  and  Ernst & Young,
Independent  Registered  Public Accounting Firm,  thereon,  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 December 31, 2004, 2003 and 2002....................    F-3

     Balance Sheets as of December 31, 2004 and 2003.....................    F-4

     Statements of Cash Flows for the Years Ended
     December 31, 2004, 2003 and 2002....................................    F-5

     Notes to the Financial Statements...................................    F-6

Item 19. Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12.2  Ceritification  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 USC 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 (IOM) Limited

We have  audited  the  accompanying  balance  sheets of Calpetro  Tankers  (IOM)
Limited (the  "Company")  as of December 31, 2004 and the related  statements of
operations and retained  earnings and cash flows for the year 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.  We were not engaged to perform an
audit of the  Company's  internal  control over  financial  reporting.  An audit
includes  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 financial position of Calpetro Tankers (IOM) Limited
at December  31, 2004 and the results of its  operations  and cash flows for the
year then ended in conformity with accounting  principles  generally accepted in
the United States of America.

/s/ Grant Thornton LLP

New York, New York
February 16, 2005
<PAGE>

Report of Independent Registered Public Accounting Firm

To the Board of Directors
CalPetro Tankers (IOM) Limited

We have audited the accompanying balance sheet of CalPetro Tankers (IOM) Limited
as of December 31, 2003,  and the related  statements of operations and retained
earnings,  and cash flows for each of the two years in the period 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 audits.

We conducted  our audits 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 audits
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
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of CalPetro Tankers (IOM) Limited
at December 31, 2003,  and the results of its  operations and its cash flows for
each of the two years in the period ended December 31, 2003, in conformity  with
US generally accepted accounting principles.

Ernst & Young
Chartered Accountants

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

CalPetro Tankers (IOM) Limited
Statements of Operations and Retained Earnings
For the Years Ended December 31, 2004, 2003 and 2002
(in thousands of US$)

                                                 2004          2003         2002


     Finance lease interest receivable          3,068         3,500        3,929
--------------------------------------------------------------------------------
     Total operating revenues                   3,068         3,500        3,929
--------------------------------------------------------------------------------
Expenses
     General and administrative expenses         (74)          (79)         (58)
     Amortization of loan discount               (73)          (73)         (74)
     Interest expense                         (3,028)       (3,440)      (3,824)
--------------------------------------------------------------------------------
     Total operating expenses                 (3,175)       (3,592)      (3,956)
--------------------------------------------------------------------------------
Net operating income                            (107)          (92)         (27)
     Interest income                               54            55           97
Net (loss) / income                              (53)          (37)           70
================================================================================
Retained earnings at the start of the year      1,600         1,637        1,567
--------------------------------------------------------------------------------
Retained earnings at the end of the year        1,547         1,600        1,637
================================================================================

See accompanying Notes to the Financial Statements
<PAGE>

CalPetro Tankers (IOM) Limited
Balance Sheets as of December 31, 2004 and 2003
(in thousands of US$)

                                              Note        2004          2003
Assets
     Current assets:
     Cash and cash equivalents                           2,951         2,948
     Current  portion  of net
       investment in finance lease              4        4,204         5,251
     Interest receivable                                   694           802
     Other current assets                                   20            33
--------------------------------------------------------------------------------
     Total current assets                                7,869         9,034
     Net  investment  in finance
       lease, less current portion              4       29,207        33,338
     Loan discount, net of amortization         5          288           362
--------------------------------------------------------------------------------
     Total assets                                       37,364        42,734
================================================================================

Liabilities and stockholder's equity
     Current liabilities:
     Accrued interest                                      735           842
     Current portion of serial loans            6        5,210         5,210
     Other current liabilities                              29            29
--------------------------------------------------------------------------------
     Total current liabilities                           5,974         6,081
     Long-term loans                            6       29,842        35,052
--------------------------------------------------------------------------------
     Total liabilities                                  35,816        41,133
--------------------------------------------------------------------------------
     Stockholder's equity:
     Common stock: 2 shares of $500
       par value                                7            1             1
     Retained earnings                                   1,547         1,600
--------------------------------------------------------------------------------
     Total stockholder's equity                          1,548         1,601
--------------------------------------------------------------------------------
     Total liabilities and
       stockholder's equity                             37,364        42,734
================================================================================

See accompanying Notes to the Financial Statements
<PAGE>

CalPetro Tankers (IOM) Limited
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003 and 2002
(in thousands of US$)

                                                       2004      2003      2002

Cash flows from operating activities:
     Net (loss) / income                               (53)      (37)        70
     Adjustments  to reconcile  net income to
       net cash provided by operating activities:
          Amortization of discount on loans              73        73        74
          Changes in assets and liabilities:
            Decrease in interest receivable             108       108       107
            Decrease / (increase) in other
              current assets                             13        35      (24)
            Decrease in accrued interest              (107)      (90)      (97)
            Increase / (decrease) in other
              current liabilities                         -        22       (2)
--------------------------------------------------------------------------------
     Net cash provided by operating activities           34       111       128
--------------------------------------------------------------------------------

Cash flows from investing activities:
     Finance lease payments received                  5,179     5,141     5,105
--------------------------------------------------------------------------------
     Net cash provided by investing activities        5,179     5,141     5,105
--------------------------------------------------------------------------------

Cash flows from financing activities:
     Repayments of Serial Loans                     (5,210)   (5,210)   (5,210)
--------------------------------------------------------------------------------
     Net cash used in financing activities          (5,210)   (5,210)   (5,210)
--------------------------------------------------------------------------------
Net increase in cash and cash equivalents                 3        42        23
Cash and cash equivalents at start of the year        2,948     2,906     2,883
--------------------------------------------------------------------------------
Cash and cash equivalents at end of the year          2,951     2,948     2,906
================================================================================

Supplemental disclosure of cash flow information:

Interest paid                                         3,136     3,530     3,865
================================================================================

See accompanying Notes to the Financial Statements.
<PAGE>

CalPetro Tankers (IOM) Limited
Notes to the Financial Statements

1.   General and Basis of Preparation

The  Company,  was  incorporated  in the Isle of Man on May 13,  1994 with three
other entities:  CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas
II)  Limited  and  CalPetro  Tankers  (Bahamas  III)  Limited,  each of which is
incorporated  in the  Bahamas.  Each of the  entities  (the  "Owners")  has been
organized as a special  purpose company for the purpose of acquiring one of four
oil tankers (each a "Vessel",  together the  "Vessels")  from Chevron  Transport
Corporation ( "Chevron") and for which  long-term  charter  agreements have been
signed with 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 Loans),  and subsequently  loaned
the proceeds to the Owners 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). The Owners
do not have any other source of funds for payment of the Serial and Term Loans.

2.   Principal Accounting Policies

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

     (a)  Finance lease and revenue recognition

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

          Accordingly,  the minimum  payments  under the charter  agreement  are
          recorded as the gross  investment in the finance lease. The difference
          between the gross  investment in the finance lease and the cost of the
          Vessel is recorded as unearned  income  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 Isle of Man.

     (e)  Cash equivalents

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

     (f)  Reporting currency

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

     (g)  Use of estimates

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

     (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").  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 can elect to terminate the
Charter  on any of  four  termination  dates  occurring  at  two-year  intervals
beginning  in April 1,  2005.  Non-binding  notice  of  Chevron's  intention  to
exercise the first option to terminate must be given at least 12 months prior to
the termination  date and irrevocable  notice must be given at least nine months
prior  to  the  first  optional   termination  date.  For  subsequent   optional
termination  dates,  notice of Chevron's  intention  to terminate  must 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
termination date as follows:

     (In millions of $)

     Optional                   Termination
     Termination Date           Payment
     April 1, 2005                    10.93
     April 1, 2007                    9.91
     April 1, 2009                    8.89
     April 1, 2011                    7.88

Chevron has the option to purchase the vessel for $1 on April 1, 2015 subject to
the Charter still being in place.

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

                                                        2004               2003
                                                       $'000              $'000
Total minimum lease payments to be received           48,547             56,902
Less: Unearned income                               (15,136)           (18,313)
--------------------------------------------------------------------------------
Net investment in finance lease                       33,411             38,589
================================================================================

Lease payments under the charter agreement for each of the five succeeding years
are as follows:  $6,874,000  in 2005,  $5,463,000  in 2006,  $5,209,000 in 2007,
$4,955,000 in 2008 and $4,701,000 in 2009.

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 $)                               2004                2003
     Debt arrangement fees                            1,006               1,006
     Accumulated amortisation                         (718)               (644)
--------------------------------------------------------------------------------
                                                        288                 362
================================================================================

5.  Debt

                                                       2004                2003
                                                      $'000               $'000
     7.57% to 7.60% Serial Loan maturing
       April 1, 2005                                  5,210              10,420
     8.52% Mortgage Term Loans due 2015              29,842              29,842
--------------------------------------------------------------------------------
     Total Debt                                      35,052              40,262
     Less: current portion                          (5,210)             (5,210)
--------------------------------------------------------------------------------
                                                     29,842              35,052
================================================================================

The outstanding debt as of December 31, 2004 is repayable as follows:

     (in thousands of $)
     Year ending December 31,
     2005                                                                 5,210
     2006                                                                 2,984
     2007                                                                 2,984
     2008                                                                 2,984
     2009                                                                 2,984
     2010 and later                                                      17,906
     ---------------------------------------------------------------------------
     Total debt                                                          35,052
     ===========================================================================

The  serial  loans  bear  interest  at a rate of 7.60%  and  mature  on April 1,
2005.Interest is payable semi-annually on April 1 and October 1.

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

<TABLE>
<CAPTION>
   Scheduled      Charter not       Charter       Charter        Charter        Charter
payment date       terminated    terminated    terminated     terminated     terminated
                                       2005          2007           2009           2011
                        $'000         $'000         $'000          $'000          $'000
<S>               <C>            <C>           <C>            <C>            <C>
April 1, 2006           2,984         1,540         2,984          2,984          2,984
April 1, 2007           2,984         1,670         2,984          2,984          2,984
April 1, 2008           2,984         1,810         1,560          2,984          2,984
April 1, 2009           2,984         1,970         1,690          2,984          2,984
April 1, 2010           2,984         2,130         1,830          1,470          2,984
April 1, 2011           2,984         2,320         1,990          1,590          2,984
April 1, 2012           2,984         2,510         2,160          1,730          1,090
April 1, 2013           2,984         2,730         2,340          1,880          1,180
April 1, 2014           2,984         2,960         2,540          2,030          1,280
April 1, 2015           2,986        10,202         9,764          9,206          8,388
---------------------------------------------------------------------------------------
                       29,842        29,842        29,842         29,842         29,842
=======================================================================================
</TABLE>

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.

6.   Share Capital

                                                     2004                   2003
     Authorised share capital:
        2 shares of $500 each                       1,000                  1,000
================================================================================

     Issued and outstanding share capital:
        2 shares of $500 each                       1,000                  1,000
================================================================================

7.   Financial Instruments

Fair values

The  carrying  value  and  estimated  fair  value  of  the  Company's  financial
instruments at December 31, 2004 and 2003 are as follows:

                                         2004        2004      2003         2003
                                         Fair    Carrying      Fair     Carrying
     (in thousands of $)                Value       Value     Value        Value
     Non-Derivatives:
     Cash and cash equivalents          2,951       2,951     2,948        2,948
     7.57% to 7.60% Serial Loan
       maturing April 1, 2005           5,256       5,210    10,861       10,420
     8.52% Mortgage Loans due 2015     34,206      29,842    33,370       29,842

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 2004, 2003 and 2002,  management fees paid were $36,654,  $43,800 and $33,560
respectively.  Management  fees  payable in 2004 and 2003 were $9,253 and $8,897
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, 2004,  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 (IOM) Limited


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

Date: June , 200530

02089.0006 #582946