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


                                    FORM 10-K

(Mark One)

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

For the fiscal year ended         December 31, 2006
                          ------------------------------------------------------

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

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

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

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

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


     Suite 3218, One International Place, Boston, Massachusetts, 02110-2624
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                    (Address of principal executive offices)

                                 (617)951-7690
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              (Registrant's telephone number, including area code)


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

                                      None
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                                (Title of class)

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

                                                                [_] Yes   [X] No

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.

                                                                [_] Yes   [X] No

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

                                                                [X] Yes   [_] No

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

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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act).

                                                                [_] Yes   [X] No

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.
                                                                            None

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of February 28, 2007.
                                      1,000 shares of Common Stock, $1 par value


DOCUMENTS INCORPORATED BY REFERENCE:  None
<PAGE>

                   CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                                    FORM 10-K

TABLE OF CONTENTS

                                                                            Page
PART I
Item 1.    Business............................................................1
Item 1A.   Risk Factors........................................................4
Item 1B.   Unresolved Staff Comments...........................................7
Item 2.    Properties..........................................................8
Item 3.    Legal Proceedings...................................................8
Item 4.    Submission of Matters to a Vote of Security Holders.................8

PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder
           Matters and Issuer Purchases of Equity Securities...................8
Item 6.    Selected Financial Data.............................................8
Item 7.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.................................9
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk.........12
Item 8.    Financial Statements and Supplementary Data........................14
Item 9.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure...........................................23
Item 9A.   Controls and Procedures............................................23
Item 9B.   Other Information..................................................23

PART III
Item 10.   Directors and Executive Officers of the Registrant.................23
Item 11.   Executive Compensation.............................................24
Item 12.   Security Ownership of Certain Beneficial Owners And
           Management and Related Stockholder Matters.........................24
Item 13.   Certain Relationships and Related Transactions.....................24
Item 14.   Principal Accountant Fees and Services.............................25

PART IV
Item 15.   Exhibits and Financial Statement Schedules.........................25
Signatures                                                                    29
<PAGE>

                                     PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

California  Petroleum  Transport  Corporation  (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," "expect," "anticipate," "intends," "estimate,"
"forecast,"  "project," "plan," "potential," "will," "may," "should" 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,
including   changes  in  demand  resulting  from  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
the Company with the Securities and Exchange Commission.

Item 1.  Business

The Company
California Petroleum Transport Corporation,  (the "Company") was incorporated in
Delaware in 1995. We are a special purpose corporation  organised solely for the
purpose of issuing,  as agent on behalf of the Owners (as defined  below),  term
mortgage notes and serial  mortgage notes  (together the "Notes") as obligations
of ours and loaning the proceeds of the sale to the Owners, by means of term and
serial loans,  to facilitate the funding of the  acquisition of the four vessels
(the "Vessels") described below in Item 2 from Chevron Transport Corporation, or
Chevron.  All of our shares are held by The California  Trust,  a  Massachusetts
charitable lead trust formed by JH Holdings,  a Massachusetts  corporation,  for
the benefit of certain charitable institutions in Massachusetts.

Information  about  revenues,  profits  and  total  assets  is  provided  in the
financial statements included in this report.

We have no employees.

The Owners

Each of CalPetro Tankers (Bahamas I) Limited  ("CalPetro  Bahamas I"),  CalPetro
Tankers  (Bahamas  II) Limited  ("CalPetro  Bahamas  II") and  CalPetro  Tankers
(Bahamas  III) Limited  ("CalPetro  Bahamas  III"),  was  organized as a special
purpose  company  under the laws of the Bahamas for the purpose of acquiring and
chartering  one  of the  Vessels.  Similarly,  CalPetro  Tankers  (IOM)  Limited
("CalPetro  IOM") was organised as a special  purpose  company under the laws of
the Isle of Man for the purpose of acquiring and  chartering one of the Vessels.
Each of the  foregoing  companies  is also  referred  to in this  document as an
"Owner".  Each Owner  will only  engage in the  business  of the  ownership  and
chartering of its Vessel in addition to activities  resulting from or incidental
to such  ownership  and  chartering.  Each  Owner  is an  ultimate  wholly-owned
subsidiary of Frontline Ltd. or Frontline,  a publicly  listed Bermuda  company.
None of the Owners is owned by, or is affiliated with, us and neither we nor any
Owner is owned by or is an affiliate of Chevron.

The Charters

Three of the  Vessels,  the Cygnus  Voyager,  the Altair  Voyager and the Sirius
Voyager are currently  chartered to Chevron under bareboat  charters dated as of
the date of the  original  issuance  of the Notes  (collectively,  the  "Chevron
Charters")  and which are due to expire on April 1, 2015.  The Virgo  Voyager is
currently chartered to Front Voyager Inc., for a period of two years expiring on
April 1, 2008 under a bareboat  charter  dated as of March 31,  2006 (the "Front
Voyager  Charter").  We refer to the  Chevron  Charters  and the  Front  Voyager
Charter collectively as the Charters.

Under the Chevron charters, Chevron can elect to terminate the Charter on any of
three  termination  dates  occurring at two-year  intervals  that began in 2003,
2004, 2005 or 2006 as the case may be. 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 each
Owner a  termination  payment  (the  "Termination  Payment")  on or prior to the
remaining termination dates as follows:

(In millions of $)
Optional                     Cygnus             Altair            Sirius
Termination Date             Voyager            Voyager           Voyager

April 1, 2007                 11.12                                9.91
April 1, 2008                                   10.03
April 1, 2009                  9.97                                8.89
April 1, 2010                                    8.94
April 1, 2011                                                      7.88

On April 21, 2005, one of the Owners,  CalPetro Bahamas III received irrevocable
notice from Chevron  regarding the  termination  of its bareboat  charter of the
vessel Virgo Voyager on April 1, 2006 pursuant to that charter's terms. On April
1,  2006,  the Virgo  Voyager  was  redelivered  to the  Owner  and  immediately
delivered to Front  Voyager Inc, a wholly owned  subsidiary  of Frontline for an
initial two year period (the "Initial  Period") under the Front Voyager  Charter
which provides for prepaid  charterhire of $5.05 million for the two years ended
April 1, 2008. The Front Voyager Charter contains seven annual options to extend
the charter after April 1, 2008 and provides  sufficient funds to allow CalPetro
Bahamas III to satisfy its  obligations to make mandatory  sinking fund payments
and to pay all related  expenses.

Under the Front  Voyager  Charter,  if Front  Voyager Inc. does not exercise any
charter   extension  option  or  if  the  Front  Voyager  Charter  is  otherwise
terminated,  Front  Voyager Inc. is  obligated  to pay  CalPetro  Bahamas III an
amount, after accounting for the termination fee, Initial Period charterhire and
all expenses incurred to recharter the vessel that is sufficient to cover:

     (a)  the  principal  and  interest  due on the  serial  and term loans from
          California  Petroleum  based on the revised sinking fund schedule that
          took effect when the charter was terminated by Chevron;

     (b)  any recurring fees and taxes for the vessel;

     (c)  the  management  fee and  technical  advisor's  fees  allocated to the
          Owner;

     (d)  the amount of fees and expenses of the Indenture Trustee, trustee fees
          and designated  representative fees allocable to the Owner; and

     (e)  an amount equal to at least 30% of the estimated  annual amounts above
          to cover miscellaneous and unexpected expenses.

If the Front  Voyager  Charter is  extended,  Front  Voyager  Inc. is to pay the
Owner, on or before the date of the extension, an additional amount equal to the
lesser of:

     (i)  the amount of principal  and  interest on the mortgage  term loan that
          will become due in the period of the extension; or

     (ii) the amount that provides  sufficient  funds to pay in full all amounts
          due under the revised  sinking fund schedule after taking into account
          prior amounts of prepaid charterhire, termination fees and expenses to
          recharter the vessel.

If any of the charter  agreements are  terminated and an acceptable  replacement
charter cannot be found, Frontline will solicit bids for the sale of the vessel.
If  there  are no bids  that  provide  net  proceeds  that,  together  with  the
termination  payment,  at least  equal  the  allocated  principal  amount of the
Company's term mortgage notes plus any interest accrued,  Frontline will forward
to the appointed  Indenture  Trustee copies of all bids for the recharter of the
vessel.  Unless  instructed  by all the  holders of the Term  Mortgage  Notes to
accept a sale bid that is below the required minimum bid, Frontline will attempt
to recharter the vessel on such terms as it deems appropriate  provided that:

     (i)  such charter is at arms length;

     (ii) such  charter  shall  have a  termination  date no later than April 1,
          2015; and

    (iii) the charterhire  payable is sufficient to make the mandatory  sinking
          fund payments together with all related  interest,  recurring fees and
          taxes for the vessel and the cost of insurance  not  maintained by the
          charterer,  management fees and technical  advisor's fees and the fees
          of the  designated  representative,  the  indenture  trustee  and  the
          collateral  trustee as defined in the prospectus for the  Registrant's
          8.52% First Preferred Mortgage Notes due 2015.

As af March 29, 2007, no termination notices have been received from Chevron for
the remaining Chevron Charters.

The International Tanker Market

The market for  international  seaborne  crude oil  transportation  services  is
highly fragmented and competitive.  Seaborne crude oil  transportation  services
are generally 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 Owners,  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 Owners engage.

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

In order to benefit from economies of scale,  tanker  charterers  will typically
charter the largest  possible  vessel to transport  oil or products,  consistent
with port and canal  dimensional  restrictions  and optimal cargo lot sizes. The
oil tanker fleet is generally  divided  into the  following  five major types of
vessels, based on vessel carrying capacity:

     o    Ultra large crude carriers "ULCC" -size range of approximately 320,000
          to 450,000 deadweight tons (dwt);
     o    Very large crude carriers "VLCC" -size range of approximately  200,000
          to 320,000 dwt;
     o    Suezmax-size range of approximately 120,000 to 200,000 dwt;
     o    Aframax-size range of approximately 60,000 to 120,000 dwt; and
     o    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
charter hire rates are strongly influenced by the supply and demand for shipping
capacity.

Available Information

We are 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  ("SEC").  These
materials,  including this annual report and the accompanying  exhibits,  may be
inspected and copied at the public reference facilities maintained by the SEC at
100 F Street,  N.E.,  Washington,  DC 20549.  You may obtain  information on the
operation  of the public  reference  room by calling 1 (800)  SEC-0330.  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 our  principal  executive  offices at Suite 3218,
One International Place, Boston, Massachusetts,  02110-2624 or at the offices of
our manager at Par-la-Ville  Place, 14 Par-la-Ville Road,  Hamilton,  Bermuda HM
08.

Item 1A. Risk Factors

Our  capitalization  is  nominal  and we have no  source of  income  other  than
payments by the Owners who are foreign  corporations  as described  above.  As a
result,  we are  exposed to the same risk  factors  affecting  the  Owners.  The
following  is a summary  of some of the risks  which may  adversely  affect  our
business, financial condition or results of operations. Our potential losses due
to exposure to the following risk factors are difficult to quantify.

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

Three of the Vessels are  currently  operated  under the Chevron  Charters.  The
Chevron Charters each have a term expiring on April 1, 2015,  subject to Chevron
having an option to terminate the Charters at earlier dates as discussed  above.
On April 21, 2005,  Chevron gave irrevocable notice of intention to exercise its
first  termination  option  effective  April 1, 2006 on the single hull  vessel,
Virgo Voyager.  Pursuant to a bareboat charter agreement between Bahamas III and
Front Voyager Inc., Front Voyager Inc. agreed to charter the Virgo Voyager as of
April 1,  2006 for an  initial  two year  period  with a  further  seven  annual
optional periods. We refer to Chevron and Frontline as the charterers.

If the tanker industry, which has been cyclical, is depressed in the future when
the Charters expire or are  terminated,  the earnings and available cash flow of
the Owners may decrease.  The Owners'  ability to re-charter  the Vessels on the
expiration or termination of the current  Charters 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 petroleum and petroleum  products.  The
Owners may not be able to arrange further  charters at rates  sufficient to meet
interest and principal  payments due to us on the serial and term loans.  Should
the  Owners  default on payment of this  interest  and  principal,  the value of
collateral to the serial and term loans may be insufficient to repay the Notes.

Because  the  Owners'  Charters  may  expire  or be  terminated,  they may incur
additional expenses and not be able to re-charter the Vessels profitably

As discussed  above,  Chevron may elect to terminate  their Chevron  Charters on
certain  termination dates and on April 21, 2005 irrevocable notice of Chevron's
intention to exercise its first  termination  option on the single hulled vessel
Virgo  Voyager was  received.  In addition,  Front Voyager Inc. may elect not to
exercise its annual renewal options.

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

In the event that the charterers  terminate any of the remaining Charters,  they
are required under the terms of the Charter to make a termination payment to the
relevant vessel owner. The amount of the termination  payment is not expected to
be sufficient  to cover the Owners'  obligations  to us under the Notes.  If the
charterers  terminate  the  Charter,  the  Owners  will  attempt  to  arrange  a
replacement charter, or may sell the Vessel to satisfy its obligations under the
serial and term loans.  We cannot assure you that the Owner will be able to meet
these  obligations upon the termination of a charter.  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 the Owners lower  charter  rates and would likely
require them to incur greater  expenses which may reduce the amounts  available,
if any, to pay  principal  and  interest on the serial and term loans due to us.
Should the Owners default on payment of this interest and  principal,  the value
of  collateral  to the serial and term  loans may be  insufficient  to repay the
Notes.

Front Voyager Inc. one of our current  charterers,  is a wholly owned subsidiary
of, Frontline, which also is our manager and as such conflicts of interest might
arise where Frontline would favor its own interests over ours

Front Voyager Inc. the current charterer of the Virgo Voyager, is a wholly owned
subsidiary of Frontline.  As such,  situations  might arise where  Frontline may
favor its own interest to the detriment of the Virgo Voyager's  owner,  CalPetro
Bahamas III, or the Company's  security holders.  Possible conflicts of interest
may  arise  in  re-negotiation  of  our  charter  with  Front  Voyager  Inc.  or
negotiations of disputes arising from the Front Voyager Charter, where Frontline
may act in its own best interests and not our best interests.

The Owners operate in the highly competitive  international  tanker market which
could  affect  their  position  at the  end of the  current  Charters  or if the
charterers terminate the Charters earlier

As discussed in Item 1, the operation of tanker  vessels and  transportation  of
crude and petroleum products is an extremely  competitive  business.  During the
term of the existing Charters with the charterers, the Owners are not exposed to
the risk associated with this competition. At the end of the current Charters or
in the event that the  charterers  terminate  any charter at any of the optional
termination  dates,  the Owners 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 the Owners  achieving  lower  revenues  from their suezmax oil tankers
which will  reduce the  amounts  available,  if any,  to pay the  principal  and
interest  on the serial and term loans due to us.  Should the Owners  default on
payment of this  interest and  principal,  the value of collateral to the serial
and term loans may be insufficient to repay the Notes.

Safety, environmental and other governmental and other requirements expose us to
liability,  and  compliance  with current and future  regulations  could require
significant additional expenditures,  which could have a material adverse affect
on our business and financial results.

The Owners'  operations  are affected by extensive  and changing  international,
national, state and local laws, regulations, treaties, conventions and standards
in force in international waters, the jurisdictions in which the Vessels operate
and the country or  countries in which such  vessels are  registered,  including
those governing the management and disposal of hazardous  substances and wastes,
the  cleanup of oil spills and other  contamination,  air  emissions,  and water
discharges and ballast water management.  These regulations include the U.S. Oil
Pollution Act of 1990, or OPA, the  International  Convention on Civil Liability
for Oil Pollution Damage of 1969, International Convention for the Prevention of
Pollution from Ships, the IMO International Convention for the Safety of Life at
Sea of 1974, or SOLAS,  the  International  Convention on Load Lines of 1966 and
the U.S.  Marine  Transportation  Security  Act of  2002.  In  addition,  vessel
classification  societies also impose  significant safety and other requirements
on our vessels. In complying with current and future environmental requirements,
the  Owners  may  also  incur  significant   additional  costs  in  meeting  new
maintenance and inspection requirements,  in developing contingency arrangements
for potential spills and in obtaining insurance coverage.  Government regulation
of vessels,  particularly in the areas of safety and environmental requirements,
can be  expected  to become  stricter  in the  future  and  require  us to incur
significant capital  expenditures on our vessels to keep them in compliance,  or
even to scrap or sell certain vessels altogether.

Many of these  requirements  are  designed  to reduce the risk of oil spills and
other pollution, and our compliance with these requirements can be costly. These
requirements  also can  affect the  resale  value or useful  lives of the Owners
vessels',   require  a  reduction  in  cargo-capacity,   ship  modifications  or
operational changes or restrictions, lead to decreased availability of insurance
coverage for environmental  matters or result in the denial of access to certain
jurisdictional waters or ports, or detention in, certain ports.

Under local,  national and foreign laws, as well as  international  treaties and
conventions,  the Owners could incur  material  liabilities,  including  cleanup
obligations, natural resource damages and third-party claims for personal injury
or property damages,  in the event that there is a release of petroleum or other
hazardous  substances  from our  vessels or  otherwise  in  connection  with our
current  or  historic  operations.  The  Owners  could  also  incur  substantial
penalties,  fines and other civil or criminal  sanctions,  including  in certain
instances  seizure or detention of our vessels,  as a result of violations of or
liabilities under environmental laws, regulations and other requirements.

For example,  OPA affects all vessel owners  shipping oil to, from or within the
United States. OPA allows for potentially  unlimited liability without regard to
fault for owners, operators and bareboat charterers of vessels for oil pollution
in United  States  waters.  Similarly,  the  International  Convention  on Civil
Liability for Oil Pollution Damage, 1969, as amended,  which has been adopted by
most countries outside of the United States, imposes liability for oil pollution
in international waters. OPA expressly permits individual states to impose their
own  liability  regimes with regard to  hazardous  materials  and oil  pollution
incidents occurring within their boundaries. Coastal states in the United States
have enacted  pollution  prevention  liability and response laws, many providing
for unlimited liability.

Compliance with extensive and changing  environmental laws and other regulations
may entail  significant  expenses  including expenses for ship modifications and
changes in  operating  procedures  and  therefore  affect the  operation  of the
Vessels. Although the charterers are responsible for all operational matters and
bear all these expenses during the term of the current Charters,  these expenses
could have an adverse  effect on the  Owners'  business  operations  at any time
after  the  expiration  or  termination  of the  Charters  or in the  event  the
charterers fail to make a necessary payment.

An  acceleration  of the current  prohibition to trade  deadlines for non-double
hull tankers could adversely affect the Owners operations

One of the Vessels is a non-double hull tanker.  The United States, the European
Union and the  International  Maritime  Organization,  or IMO,  have all imposed
limits or prohibitions on the use of these types of tankers in specified markets
after certain target dates, depending on certain factors such as the size of the
vessel and the type of cargo. In the case of our non-double hull tankers,  these
phase out dates  range  from 2010 to 2015.  As of April  15,  2005,  the  Marine
Environmental  Protection  Committee  of the IMO has amended  the  International
Convention  for the  Prevention of Pollution  from Ships to accelerate the phase
out of certain categories of single hull tankers, including the types of vessels
in our fleet, from 2015 to 2010 unless the relevant flag states extend the date.
This change could  result in  non-double  hull tankers  being unable to trade in
many markets  after 2010.  The phase out of single hull tankers will also reduce
the demand for single hull tankers, force the remaining single hull tankers into
employment on less  desirable  trading routes and increase the number of tankers
trading on those  routes.  As a result,  single  hull  tankers  are likely to be
chartered less frequently and at lower rates.  Moreover, the IMO may still adopt
regulations  in the future  that could  adversely  affect the useful life of the
non-double  hull vessel as well as the Owner's  ability to generate income which
will affect the Owner's ability to service its debt to us.

The Owners may not have adequate  insurance in the event  existing  charters are
terminated

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 Charters, the charterers
bear all risks associated with the operation of the Vessels  including the total
loss of the Vessels.  However,  we cannot  assure  holders of the Notes that the
Owners will  adequately  insure  against all risks or in the event the  Charters
expire  or are  terminated.  The  Owners  may  not be able  to  obtain  adequate
insurance  coverage  at  reasonable  rates for the Vessels in the future and the
insurers may not pay particular claims.

The Owners are highly dependent on Chevron and Chevron Corporation and Frontline

The Owners are highly  dependent  on the due  performance  by Chevron  and Front
Voyager Inc. of their obligations under the Charters and by Chevron's guarantor,
the Chevron  Corporation,  of its obligations under its guarantee.  A failure by
Chevron,  Chevron Corporation or Front Voyager Inc. to perform their obligations
could result in the  inability  of the Owners to service the 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.

The Owners may not be able to pay down their debt in the future

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

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

A government could  requisition for title or seize the Vessels.  Requisition for
title occurs when a government  takes control of a vessel and becomes her owner.
Also, a government could requisition the Vessels 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  Vessels  would
negatively  impact the revenues of the Owners and therefore impact their ability
to service the debt due to us.

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  exists for the Notes or that any market for
the Notes will be liquid.

Item 1B. Unresolved Staff Comments

None

Item 2.    Properties

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

--------------------------------------------------------------------------------
Vessel           Construction   Registration  Delivery Date    Approximate dwt.
--------------------------------------------------------------------------------
Cygnus Voyager   Double-hull    Bahamas       March 1993       150,000
--------------------------------------------------------------------------------
Altair Voyager   Double-hull    Bahamas       August 1993      130,000
--------------------------------------------------------------------------------
Sirius Voyager   Double-hull    Bahamas       October 1994     150,000
--------------------------------------------------------------------------------
Virgo Voyager    Single-hull    Bahamas       February 1992    150,000
--------------------------------------------------------------------------------

Item 3.    Legal Proceedings

We are not a party to any material pending legal proceedings other than ordinary
routine  litigation  incidental to our  business,  to which we are a party or of
which our  property is the  subject.  In the future,  we may be subject to legal
proceedings and claims in the ordinary course of business which, even if lacking
merit,  could  result in the  expenditure  by us of  significant  financial  and
managerial resources.

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

No matter was submitted to a vote of security holders,  through the solicitation
of proxies or  otherwise,  during  the fourth  quarter of the fiscal  year ended
December 31, 2006.

                                     PART II

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities

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

(b)  As of February 28, 2007,  with respect to the Common  Stock,  there was one
     (1) holder of record of the Registrant's Common Stock.

(c)  There were no repurchases of the Common Stock of the Registrant.

Item 6.    Selected Financial Data

The selected  statement of operations and retained  earnings data of the Company
with respect to the fiscal years ended December 31, 2006, 2005 and 2004, and the
balance  sheet data as at December  31, 2006 and 2005 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 fiscal years ended
December  31, 2003 and 2002 and the selected  balance  sheet data as at December
31, 2004, 2003 and 2002 have been derived from audited  financial  statements of
the Company not included herein.

                                               Year ended December 31,
($'000s except per share data)         2006     2005     2004      2003     2002
------------------------------         ----     ----     ----      ----     ----
Total operating revenues              8,798    9,793   10,922    12,450   13,808
Net income                                -        -        -         -        -
Net income per share                      -        -        -         -        -
Total assets                        100,625  112,905  127,483   144,090  162,618
Long term liabilities                88,381   98,477  110,533   124,815  141,120
Cash dividends declared per share         -        -        -         -        -

The  following  table  sets forth a summary of  quarterly  unaudited  results of
operations for the years ended December 31, 2006 and 2005.

($'000s)                       First         Second        Third       Fourth
                              Quarter       Quarter       Quarter     Quarter
                              -------       -------       -------     -------
2006
Operating revenues              2,390         2,142         2,120        2,146
Expenses                       (2,390)       (2,142)       (2,120)      (2,146)

Net income 2005                     -             -             -            -
Operating revenues              2,643         2,398         2,376        2,376
Expenses                       (2,643)       (2,398)       (2,376)      (2,376)
Net income                          -            -              -            -

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

Business Strategy

California Petroleum

We were  organised  to issue,  as agent on behalf of the  Owners,  the Notes and
subsequently  loan the  proceeds of the sale to the Owners.  Our only sources of
funds with respect to the Notes are  receipts of  principal  and interest on the
related loans receivable from each Owner.  General and  administrative  expenses
comprising  trustee fees, legal fees, agency fees and other costs incurred by us
are  billed to the  Owners.  The net result for the year is neither a gain nor a
loss,  the  detail  relating  to such  result is set forth in the  Statement  of
Operations and Retained Earnings included herein.

The Owners

The Owners' strategy has been to acquire the Vessels and charter them to Chevron
and Frontline under bareboat charters which are expected to provide:

a)   charterhire  payments  which we and the Owners expect will be sufficient to
     pay, so long as the Charters are in effect:

          i.   the  Owners'  obligations  under  the  loans  for  acquiring  the
               Vessels,
          ii.  management fees and technical advisor's fees,
          iii. recurring fees and taxes, and
          iv.  any other costs and  expenses  incidental  to the  ownership  and
               chartering of the Vessels that are to be paid by the Owners;

b)   termination  payments sufficient to make sinking fund and interest payments
     on the term mortgage notes, to the extent allocable to the Vessel for which
     the related Charter has been  terminated,  for at least two years following
     any  such  termination,  during  which  time  the  Vessel  may be  sold  or
     rechartered; and

c)   that the Vessels will be maintained in accordance  with the good commercial
     maintenance  practices required by the Charters;  and to arrange for vessel
     management and remarketing  services to be available in case any Charter is
     terminated by Chevron or  Frontline,  or any Vessel is for any other reason
     returned to the possession and use of the Owners.

As of February 28, 2007, notice had not been received from Chevron regarding the
termination of the remaining Charters.

Results of Operations

Year ended December 31, 2006 compared to the year ended December 31, 2005

Interest income

     (in thousands of $)                                 2006            2005

Interest income                                         8,729           9,771
--------------------------------------------------------------------------------

Interest  income has  decreased  in 2006  compared  to the same  periods in 2005
primarily due to a decrease in the  principal  balance of loans  receivable.  On
April 1, 2006 the Owners repaid a total principal of $12.1 million on the Loans.
As of December 31, 2006 the Serial Loans were fully paid.

Expenses reimbursed

     (in thousands of $)                                 2006            2005

Expenses reimbursed                                        69              22
--------------------------------------------------------------------------------

Administrative expenses are higher in 2006 as a result of increased audit fees.

Interest expense

     (in thousands of $)                                  2006            2005

Interest expense                                       (8,641)          (9,681)
--------------------------------------------------------------------------------

Interest  expense has decreased  compared to 2005 primarily due to a decrease in
the principal balance of the Notes. On April 1, 2006 we repaid a total principal
of $12.1  million on the Notes.  As of December  31, 2006 the Serial  Notes were
fully paid.

Administrative expenses

     (in thousands of $)                                  2006            2005

Administrative expenses                                   (69)            (22)
--------------------------------------------------------------------------------

General and  administrative  expenses  comprising  trustee fees,  audit fees and
other costs  incurred by us are billed to the  Owners.  Refer to the  discussion
above on administrative expenses reimbursed.

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

Interest income

     (in thousands of $)                                  2005            2004

Interest income                                          9,771          10,865
--------------------------------------------------------------------------------

Interest  income has  decreased  in 2005  compared  to the same  periods in 2004
primarily due to a decrease in the principal balance of loans receivable.

Expenses reimbursed

     (in thousands of $)                                  2005            2004

Expenses reimbursed                                         22              57
--------------------------------------------------------------------------------

Administrative  expenses are higher in 2004 as compared to 2005 as 2004 includes
an additional billing for audit fees in respect of the 2003 year of $25,000.

Interest expense

     (in thousands of $)                                  2005            2004

Interest expense                                       (9,681)        (10,609)
--------------------------------------------------------------------------------

Interest  expense has decreased  compared to 2004 primarily due to a decrease in
the principal balance of the Notes.

General and Administrative Expenses

     (in thousands of $)                                  2005            2004

General and Administrative expenses                       (22)            (57)
--------------------------------------------------------------------------------

General and  administrative  expenses  comprising  trustee fees,  audit fees and
other costs  incurred by us are billed to the  Owners.  Refer to the  discussion
above on administrative expenses.

Liquidity and Capital Resources

We are a passive entity,  and our activities are limited to collecting cash from
the Owners and making  repayments  on the Notes.  We have no source of liquidity
and no capital resources other than the cash receipts attributable to the serial
and term loans.

Critical Accounting Policies

Our  principal  accounting  policies are  described  in Note 2 to the  financial
statements included in Item 8 of this Form 10-K.

Recently Issued Accounting Standards

In September 2006, the United States Securities and Exchange  Commission ("SEC")
issued SAB No. 108  "Considering  the Effects of Prior Year  Misstatements  When
Quantifying  Misstatements in Current Year Financial Statements", which provides
interpretative  guidance on how registrants should quantify financial  statement
misstatements.  Under  SAB 108  registrants  are  required  to  consider  both a
"rollover"  method,  which focuses  primarily on the income  statement impact of
misstatements,  and the "iron curtain"  method,  which focuses  primarily on the
balance  sheet impact of  misstatements.  The effects of prior year  uncorrected
errors include the potential accumulation of improper amounts that may result in
material  misstatement  on the balance  sheet or the  reversal  of prior  period
errors in the  current  period  that  result in a material  misstatement  of the
current period income statement amounts.  Adjustments to current or prior period
financial  statements  would be required in the event that after  application of
various  approaches for assessing  materiality  of a  misstatement  in a current
period financial  statements and consideration of all relevant  quantitative and
qualitative factors, a misstatement is determined to be material. We adopted the
provisions  of SAB 108 as of December 31, 2006.  The adoption of SAB 108 did not
have a material  effect on the  Company's  results of  operations  or  financial
position.

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

Tabular disclosure of contractual obligations

As at December  31,  2006,  we had the  following  contractual  obligations  and
commitments:

                                               Payments due by period
                           Less than      1-3      3-5      More than
(in $'000)                  1 year       years    years      5 years     Total
--------------------------------------------------------------------------------
Term Mortgage Notes
Notes (8.52%)                10,096      20,342   20,572      47,467     98,477

--------------------------------------------------------------------------------
Total contractual
obligations                  10,096      20,342   20,572      47,467     98,477
--------------------------------------------------------------------------------

Item 7a.    Quantitative and Qualitative Disclosures About Market Risk

None of the instruments issued by us are for trading purposes. We are exposed to
business  risk inherent in the  international  tanker market as outlined in Risk
Factors.

Quantitative  information  about the  instruments  as at December 31, 2006 is as
follows:

Term Loans

The  principal  balances of the term loans made to the Owners earn interest at a
rate of 8.52% per annum and are to be repaid  over a remaining  ten-year  period
beginning  April 1, 2006.  The loans are reported net of the related  discounts,
which are amortised over the term of the loans.

The table below provides the final principal  payments on the term loans if none
of the Charters is terminated  and if all of the Charters are  terminated on the
earliest remaining termination dates.

Scheduled                                      No initial        All initial
payment date                                   charters           charters
                                               terminated         terminated
                                                    $'000              $'000
April 1, 2007                                      10,942              8,609
April 1, 2008                                      10,942              5,850
April 1, 2009                                      10,942              6,350
April 1, 2010                                      10,942              6,890
April 1, 2011                                      10,942              7,480
April 1, 2012                                      10,942              8,110
April 1, 2013                                      10,942              8,800
April 1, 2014                                      10,942              9,550
April 1, 2015                                      10,941             36,838
--------------------------------------------------------------------------------
                                                   98,477             98,477
================================================================================

The outstanding amount of term loans at December 31, 2006 was $98,477,000.

Serial Loans
The principal  balance of the serial loan made to the Owners earned  interest at
7.62% and matured on April 1, 2006.
<PAGE>

Item 8.    Financial Statements and Supplementary Data
                                                                            Page
Report of Registered Public Accounting Firm                                   15
Balance Sheets as of December 31, 2006 and 2005                               16
Statements of Operations and Retained  Earnings
for the Years Ended December 31, 2006, 2005 and 2004                          17
Statements of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004                                              18
Notes to Financial Statements                                                 19
<PAGE>

Report of Registered Public Accounting Firm

To the Board of Directors
California Petroleum Transport Corporation

We  have  audited  the  accompanying  balance  sheets  of  California  Petroleum
Transport  Corporation  as of  December  31,  2006  and  2005  and  the  related
statements of operations and retained  earnings,  and cash flows for each of the
three years in the period ended December 31, 2006.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we  engaged to perform  an audit of its  internal  control  over
financial  reporting.  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,  as well as evaluating  the overall
financial  statement  presentation.  We  believe  that  our  audits  provide   a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of California Petroleum Transport
Corporation  as of December 31, 2006 and 2005 and the results of its  operations
and cash flows for each of the three years in the period ended December 31, 2006
in conformity with accounting principles generally accepted in the United States
of America.


Grant Thornton LLP

New York, New York

April 11, 2007
<PAGE>

California Petroleum Transport Corporation
Balance Sheets as of December 31, 2006 and 2005
(in thousands of US$)

                                                             2006          2005
ASSETS
Current assets:
       Cash and cash equivalents                                1             1
       Current portion of serial loans receivable               -         2,530
       Current portion of term loans receivable            10,096         9,526
       Interest receivable                                  2,098         2,349
       Other current assets                                    49            22
--------------------------------------------------------------------------------
       Total current assets                                12,244        14,428
Term loans receivable, less current portion                87,651        97,659
Deferred charges and other long-term assets                   730           818
--------------------------------------------------------------------------------
Total assets                                              100,625       112,905
================================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
       Accrued interest                                     2,098         2,349
       Current portion of serial mortgage notes                 -         2,530
       Current portion of term mortgage notes              10,096         9,526
       Other current liabilities                               49            22
--------------------------------------------------------------------------------
       Total current liabilities                           12,243        14,427
       Term mortgage notes, less current portion           88,381        98,477
--------------------------------------------------------------------------------
Total liabilities                                         100,624       112,904
       Stockholder's equity
           Share capital                                        1             1
--------------------------------------------------------------------------------
Total liabilities and stockholder's equity                100,625       112,905
================================================================================

See accompanying notes to the financial statements.
<PAGE>

California Petroleum Transport Corporation
Statements of Operations and Retained  Earnings for the years ended December 31,
2006, 2005 and 2004
(in thousands of US$)

                                                   2006       2005         2004
Revenue
       Interest income                            8,729      9,771       10,865
       Expenses reimbursed                           69         22           57
--------------------------------------------------------------------------------
Total operating revenues                          8,798      9,793       10,922
--------------------------------------------------------------------------------

Expenses
       General and administrative expenses         (69)       (22)         (57)
       Amortization of debt issue costs            (88)       (90)        (256)
       Interest expense                         (8,641)    (9,681)     (10,609)
--------------------------------------------------------------------------------
                                                (8,798)    (9,793)     (10,922)
--------------------------------------------------------------------------------
Net income                                            -          -            -

Retained earnings, beginning of year                  -          -            -
--------------------------------------------------------------------------------
Retained earnings, end of year                        -          -            -
================================================================================

See accompanying notes to the financial statements.
<PAGE>

California Petroleum Transport Corporation
Statements  of Cash Flows for the years ended  December 31, 2006,  2005 and 2004
(in thousands of US$)

                                                       2006      2005      2004
Net income                                                -         -         -
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Amortization of deferred debt issue costs            88        90       256
    Changes in operating assets and liabilities:
    Interest receivable                                 251       286       309
    Other current assets                               (27)        10       (7)
    Accrued interest                                  (251)     (286)     (309)
    Other current liabilities                            27      (10)         7
--------------------------------------------------------------------------------
    Net cash provided by operating activities            88        90       256
--------------------------------------------------------------------------------
Cash flows from investing activities
     Collections on loans receivable                  12,056   14,192    16,049
--------------------------------------------------------------------------------
     Net cash provided by investing activities        12,056   14,192    16,049
--------------------------------------------------------------------------------
Cash flows from financing activities
     Repayments of mortgage notes                   (12,144)  (14,282)  (16,305)
--------------------------------------------------------------------------------
     Net cash used in financing activities          (12,144)  (14,282)  (16,305)
--------------------------------------------------------------------------------
Net change in cash and cash equivalents                   -         -         -

Cash and cash equivalents at beginning of year            1         1         1
--------------------------------------------------------------------------------
Cash and cash equivalents at end of year                  1         1         1
--------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
       Interest paid                                  8,892     9,968    11,173

See accompanying notes to the financial statements.
<PAGE>

California Petroleum Transport Corporation

Notes to Financial Statements

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

California   Petroleum   Transport   Corporation  (the   "Company"),   which  is
incorporated in Delaware,  is a special purpose  corporation  that was organised
solely  for the  purpose  of  issuing,  as agent on behalf of  CalPetro  Tankers
(Bahamas I) Limited,  CalPetro  Tankers  (Bahamas II) Limited,  CalPetro Tankers
(Bahamas  III) Limited and CalPetro  Tankers (IOM) Limited (each an "Owner" and,
together  the  "Owners"),  serial  mortgage  notes and the term  mortgage  notes
(together,  "the Notes") as full recourse obligations of the Company and loaning
the  proceeds  of the sale of the Notes to the  Owners by means of serial  loans
("Serial Loans") and term loans ("Term Loans"), to facilitate the funding of the
acquisition of four vessels (the "Vessels") from Chevron  Transport  Corporation
("Chevron").

The Owners  have  chartered  three of the  Vessels  to Chevron  until 2015 under
bareboat charters that are expected to provide sufficient  payments to cover the
Owners' obligations to the Company. Chevron can terminate a charter at specified
dates prior to the  expiration of the charter,  provided that it gives the Owner
the requisite notice.

On April 21, 2005,  pursuant to Clause 2 (a) (ii) of the bareboat  charter dated
April 5, 1995 between CalPetro  Tankers  (Bahamas III) Limited and Chevron,  the
Owner received  irrevocable notice from Chevron regarding the termination of the
bareboat  charter of the vessel Virgo Voyager a single hulled vessel on April 1,
2006.  Under the terms of the bareboat  charter between Chevron and Bahamas III,
Chevron paid a termination  fee of $5,050,000.  As manager to CalPetro  (Bahamas
III),   Frontline  Ltd   ("Frontline")  was  obligated  to  find  an  acceptable
replacement charter as defined by the indenture governing the issue of the Notes
that were issued on behalf of the Bahamas  III and three  affiliated  companies.
Pursuant to a bareboat charter agreement between CalPeto (Bahamas III) and Front
Voyager Inc, a wholly owned subsidiary of Frontline, Front Voyager Inc agreed to
charter  the Virgo  Voyager as of April 1, 2006 for an initial  two year  period
(the  "Initial  Period")  with a further  seven  annual  optional  periods.  The
charterhire  payable for the Initial Period was $5,050,000  which was prepaid in
full on March 31, 2006.

The Virgo Voyager is a single hull vessel. The United States, the European Union
and the International Maritime Organisation, or the IMO, have all imposed limits
or prohibitions on the use of these types of tankers in specified  markets after
certain target dates which range from 2010 to 2015. In December 2003, the Marine
Environmental  Protection  Committee of the IMO adopted a proposed  amendment to
the  International  Convention  for the  Prevention  of Pollution  from Ships to
accelerate  the phase out of single  hull  tankers  from 2015 to 2010 unless the
relevant flag states extend the date to 2015. Management do not know whether the
non-double hull vessel will be subject to this accelerated  phase-out,  but this
change could  result in the Vessel  being unable to trade in many markets  after
2010.  Moreover,  the IMO may still adopt  regulations  in the future that could
adversely  affect the useful life of the  non-double  hull vessel as well as the
Owner's  ability to generate  income  which will  affect the Owner's  ability to
service its debt to us.

The  Company's  only source of funds with respect to the Notes is the payment of
the principal and interest on the loans by the Owners. The Company does not have
any other  source of capital for payment of the Notes.  The Owners' only sources
of funds with  respect to its  obligation  to the  Company  are the  payments by
Chevron and Frontline, including termination payments and investment income. The
Owners do not have any other source of capital for payment of the loans

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

2.   PRINCIPAL ACCOUNTING POLICIES

(a)  Revenue and expense recognition

     Interest receivable on the Serial Loans and on the Term Loans is accrued on
     a daily basis.  Interest  payable on the Serial  Mortgage  Notes and on the
     Term Mortgage Notes is accrued on a daily basis.  The Owners  reimburse the
     Company for general and administrative expenses incurred on their behalf.

(b)  Deferred charges

     Deferred charges represent the  capitalisation  of debt issue costs.  These
     costs are  amortized  over the term of the Notes to which they  relate on a
     straight line basis.

(c)  Reporting currency

     The reporting and functional currency is the United States dollar.

(d)  Use of estimates

     The preparation of financial statements in accordance with US GAAP 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 those estimates.

     In September  2006, the United States  Securities  and Exchange  Commission
     ("SEC")  issued  SAB  No.  108  "Considering  the  Effects  of  Prior  Year
     Misstatements  When  Quantifying  Misstatements  in Current Year  Financial
     Statements",  which  provides  interpretative  guidance  on how registrants
     should  quantify   financial   statement   misstatements.   Under  SAB  108
     registrants  are  required  to consider  both a  "rollover"  method,  which
     focuses primarily on the income statement impact of misstatements,  and the
     "iron curtain" method,  which focuses primarily on the balance sheet impact
     of misstatements.  The effects of prior year uncorrected errors include the
     potential  accumulation  of  improper  amounts  that may result in material
     misstatement on the balance sheet or the reversal of prior period errors in
     the current  period that result in a material  misstatement  of the current
     period income  statement  amounts.  Adjustments  to current or prior period
     financial  statements would be required in the event that after application
     of various  approaches for assessing  materiality  of a  misstatement  in a
     current  period  financial  statements  and  consideration  of all relevant
     quantitative  and qualitative  factors,  a misstatement is determined to be
     material. We adopted the provisions of SAB 108 as of December 31, 2006. The
     adoption of SAB 108 did not have a material effect on the Company's results
     of operations or financial position.

3.   SERIAL LOANS

     The final  tranche of the  principal  balances of the Serial  Loans  earned
     interest at 7.62% and matured on April 1, 2006.

4.   TERM LOANS

     The  principal  balances of the Term Loans earn interest at a rate of 8.52%
     per annum and are to be repaid over a remaining  ten-year period  beginning
     April 1, 2006. The loans are reported net of the related  discounts,  which
     are amortised over the term of the loans.

5.   TERM LOANS COLLATERAL

     The Term  Loans are  collateralised  by first  preferred  mortgages  on the
     Vessels to the Company.  The earnings and insurance relating to the Vessels
     subject  to the  charters  with  Chevron  have been  collaterally  assigned
     pursuant to an assignment  of earnings and insurance to the Company,  which
     in turn has assigned such assignment of earnings and insurance to JP Morgan
     Trust Company, National Association (formerly the Chemical Trust Company of
     California) as the collateral  trustee (the  "Trustee").  The charters with
     Chevron  and  Chevron  Guarantees  (where the  obligations  of Chevron  are
     guaranteed  by  Chevron  Corporation)  relating  to the  Vessels  have been
     collaterally  assigned  pursuant to the  assignment of initial  charter and
     assignment of initial charter  guarantee to the Company,  which in turn has
     assigned such assignments to the collateral  trustee.  The Capital stock of
     each of the Owners has been pledged to the Company pursuant to stock pledge
     agreements which have also been collaterally assigned to the Trustee.

     The Virgo Voyager was bareboat  chartered to Front Voyager Inc. as of April
     1, 2006 upon its  redelivery  from Chevron by virtue of a bareboat  charter
     dated March 31, 2006 by and between  CalPetro Bahamas III and Front Voyager
     Inc. (the "Front Voyager Charter").  The earnings and insurance relating to
     the Front Voyager  Charter has been  collaterally  assigned  pursuant to an
     assignment  of earnings and  insurance  to the  Company,  which in turn has
     assigned  such  assignment  of earnings and  insurance to the trustee.  The
     Front  Voyager  Charter  has  been  collaterally  assigned  pursuant  to an
     assignment  of  charter to the  Company,  which in turn has  assigned  such
     assignment to the trustee.

6.   DEFERRED CHARGES

     Deferred charges represent the  capitalization  of debt issue costs.  These
     costs are  amortized on a straight line basis over the term of the Notes to
     which they relate.  The  deferred  charges are  comprised of the  following
     amounts:

     (in thousands of $)                                        2006       2005
     Debt arrangement fees                                     3,400      3,400
     Accumulated amortization                                (2,670)    (2,582)
     ---------------------------------------------------------------------------
                                                                 730        818
     ===========================================================================

7.   DEBT

     (in thousands of $)                                        2006       2005
     7.62% Serial Mortgage Notes due 2006                          -      2,530
     8.52% Term Mortgage Notes due 2015                       98,477    108,003
     ---------------------------------------------------------------------------
     Total debt                                               98,477    110,533
     Less: short-term portion                               (10,096)   (12,056)
     ---------------------------------------------------------------------------
                                                              88,381     98,477
     ===========================================================================

     The outstanding debt as of December 31, 2006 is repayable as follows:

     (in thousands of $)
     Year ending December 31,
     2007                                                                10,096
     2008                                                                10,146
     2009                                                                10,196
     2010                                                                10,256
     2011                                                                10,316
     2012 and later                                                      47,467
     ---------------------------------------------------------------------------
     Total debt                                                          98,477
     ===========================================================================

     The  term  mortgage  notes  bear  interest  at a rate of 8.52%  per  annum.
     Principal is  repayable on the term  mortgage  notes in  accordance  with a
     remaining ten-year sinking fund schedule beginning April 1, 2006.  Interest
     is payable semi-annually. The term mortgage notes include certain covenants
     such as restriction on the payment of dividends and making additional loans
     or advances to  affiliates.  At December 31, 2006 and 2005, the Company was
     in compliance with these covenants.

     As of December 31, 2006,  the effective  interest rate for the Notes of the
     Company was 8.52%.

     The term mortgage notes are subject to redemption  through operation of the
     mandatory  sinking  fund on April 1 of each  year,  commencing  on April 1,
     2006, to and including April 1, 2015,  according to the applicable schedule
     of sinking fund  payments  set forth  herein.  The sinking fund  redemption
     price  is  100%  of the  principal  amount  of term  mortgage  notes  being
     redeemed,  together with interest accrued to the date fixed for redemption.
     If a Charter is terminated,  the scheduled  mandatory sinking fund payments
     on the term mortgage notes will be revised so that the allocated  principal
     amount of the term mortgage  notes 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  $7,000,000,  for any of the  double-hulled  Vessels,  or
     $5,500,000 for the single hulled Vessel.

     The table below  provides the revised  scheduled  sinking  fund  redemption
     amounts and final  principal  payments on the term mortgage notes following
     termination  of the related  charters on each of the  optional  termination
     dates.

     (in thousands of $)
     Scheduled
     payment  Charter not    Charter    Charter    Charter    Charter    Charter
     date      terminated terminated terminated terminated terminated terminated
                                2007       2008       2009       2010       2011
     2007          10,942      6,339      3,187      6,339      3,187      2,984
     2008          10,942      3,390      3,187      6,339      3,187      2,984
     2009          10,942      3,680      1,690      6,339      3,187      2,984
     2010          10,942      3,990      1,830      3,240      3,187      2,984
     2011          10,942      4,330      1,990      3,510      1,510      2,984
     2012 and      43,767     35,326     16,794     31,288     14,420     11,938
     later
     ---------------------------------------------------------------------------
                   98,477     57,055     28,678     57,055     28,678     26,858
     ===========================================================================

8.   SHARE CAPITAL

     (in thousands of $)                                      2006         2005
     Authorized, issued and fully paid share capital:
       1,000 shares of $1.00 each                                1            1

9.   FINANCIAL INSTRUMENTS

     Fair values
     The carrying  value and  estimated  fair value of the  Company's  financial
     instruments at December 31, 2006 and 2005 are as follows:

                                        2006        2006        2005       2005
                                        Fair    Carrying        Fair   Carrying
     (in thousands of $)               Value       Value       Value      Value
     Cash and cash equivalents             1           1           1          1
     Serial Mortgage Notes 7.62%           -           -       2,530      2,530
     maturing through 2006
     8.52% Term Mortgage Notes       105,001      98,477     120,963    108,003
     due 2015

     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 of the  mortgage  notes is based on the  quoted
     market price of these or similar notes when available

     Concentrations of risk

     The  Company's  only source of funds for the repayment of the principal and
     interest on the Notes are the repayments  from the Owners.  The Owners only
     source of funds for the  repayment  of the  principal  and  interest on the
     loans from the  Company  are from  charterhire  payments  from  Chevron and
     Frontline  Voyager Inc. as well as 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 Notes is wholly  dependent upon
     the  financial  condition,  results of  operations  and cash flows from the
     Owners.

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

None

Item 9a. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's management,  including the Company's President and Treasurer, with
the  participation  of the Company's  manager,  Frontline Ltd, has evaluated the
effectiveness of the Company's disclosure controls and procedures as of December
31, 2006.  Based on that  evaluation,  the  Company's  President  and  Treasurer
concluded that the Company's  disclosure  controls and procedures were effective
as of December 31, 2006.
Changes in Internal Controls

There were no m9aterial changes in the Company's internal control over financial
reporting during the year.


Item 9b. Other Information

None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The Company  does not have any  employees.  The  following  table sets forth the
name,  age and principal  position with the Company of each of its directors and
executive officers.

  Name                             Age    Position with Company
  Nancy I. DePasquale              40     Director and President
  Geraldine St-Louis               31     Vice President
  Louise E. Colby                  59     Director and Assistant Secretary
  R. Douglas Donaldson             65     Treasurer
  Franklin P. Collazo              27     Secretary

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

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

Geraldine  St-Louis has been the Vice President of the Company since March 2001.
She joined JH Management  Corporation in March 2001 as the vice president.  From
1999 to 2001,  she was an  Executive  Secretary in the Health  Systems  Group at
Harvard University School of Public Health,  specialising in the field of health
studies in Third World countries.

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

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

Franklin P. Collazo has been the Secretary of the Company since July 2006. He is
currently  a corporate  paralegal  at the law offices of Ropes & Gray in Boston.
From  August  2003  to  June  2006,   he  worked  as  a   Jurisdictional   Field
Representative  and  Customer  Service  Representative  at  Corporation  Service
Company,  principally  in  the  areas  of  UCC/Corporate  searching  and  filing
requirements and corporate audits.

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one beneficial  holder,  The California Trust. The Owners  obligations toward
their bondholders are set out in detail in covenants  contained in the Indenture
for their  Notes.  For the above stated  reasons,  the Company has not adopted a
business code of ethics or appointed a financial expert.

Item 11.  Executive Compensation

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

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters

The following table provides information as of February 28, 2007 with respect to
the ownership by each person or group of persons,  known by the registrant to be
a beneficial owner of 5% or more of the Common Stock.

Except as set forth below,  the Registrant is not aware of any beneficial  owner
of more than 5% of the Common  Stock as of close of  business  on  February  28,
2007.

                                          Beneficial Ownership
                   Name and address                                     Percent
Class of shares    of beneficial owners           Number of shares      of Class
---------------    ----------------------------  -----------------     ---------
Ordinary Shares    The California Trust           1,000                  100%
                   C/O JH Holdings Corporation
                   Room 3218
                   One International Place
                   Boston, MA 02110-2624

The Company does not have an equity compensation plan.

Item 13.  Certain Relationships and Related Transactions

N/A

Item 14.  Principal Accountant Fees and Services

We have engaged Grant Thornton as our principal accountant.  The following table
summarises  fees we have paid Grant Thornton for independent  auditing,  tax and
related services for each of the last two fiscal years:

                                                         2006              2005
Audit fees (1)                                        $71,995           $15,500
Audit-related fees (2)                                    n/a               n/a
Tax fees (3)                                              n/a               n/a
All other fees (4)                                        n/a               n/a

(1) Audit fees  represent  amounts  billed for each of the years  presented  for
professional  services  rendered in connection  with (i) the audit of our annual
financial  statements,  (ii) the review of our quarterly financial statements or
(iii)  those  services  normally  provided  in  connection  with  statutory  and
regulatory filings or engagements including comfort letters,  consents and other
services related to SEC matters.  This information is presented as of the latest
practicable date for this annual report on Form 10-K.

(2)  Audit-related  fees  represent  amounts we were billed in each of the years
presented for assurance and related services that are reasonably  related to the
performance of the annual audit or quarterly  reviews.  This category  primarily
includes    services    relating   to   internal    control    assessments   and
accounting-related  consulting.  Grant Thornton rendered no such services during
the last two years.

(3) Tax fees represent amounts we were billed in each of the years presented for
professional services rendered in connection with tax compliance, tax advice and
tax  planning.  Grant  Thornton  rendered no such  services  during the last two
years.

(4) All  other  fees  represent  amounts  we were  billed  in each of the  years
presented for services not classifiable under the other categories listed in the
table above. Grant Thornton rendered no such services during the last two years.

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

                                     PART IV

Item 15.     Exhibits and  Financial Statement Schedules

(a) The  following  documents are filed as part of this Annual Report under Item
8. Financial Statements and Supplementary Data:

Financial Statements

Report of Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2006 and 2005

Statements of Operations and Retained  Earnings for the Years Ended December 31,
2006, 2005 and 2004

Statements of Cash Flows for the Years Ended December 31, 2006, 2005 and 2004

Notes to Financial Statements

(b) Exhibits

          3.1     Certificate of Incorporation of California Petroleum Transport
                  Corporation (filed as Exhibit 3.1 to Registrant's Registration
                  Statement on Form S-1,  Commission File Number  33-79220,  and
                  incorporated herein by reference).

          3.2     Bylaws of California Petroleum Transport Corporation (filed as
                  Exhibit 3.2 to  Registrant's  Registration  Statement  on Form
                  S-1, Commission File Number 33-79220,  and incorporated herein
                  by reference).

          3.3     Certificate of Incorporation  and Memorandum of Association of
                  CalPetro  Tankers (Bahamas I) Limited (filed as Exhibit 3.3 to
                  Registrant's  Registration  Statement on Form F-1,  Commission
                  File Number 33-79220, and incorporated herein by reference).

          3.4     Articles  of  Association  of  CalPetro  Tankers  (Bahamas  I)
                  Limited  (filed as Exhibit  3.4 to  Registrant's  Registration
                  Statement on Form F-1,  Commission File Number  33-79220,  and
                  incorporated herein by reference).

          3.5     Certificate of Incorporation  and Memorandum of Association of
                  CalPetro Tankers (Bahamas II) Limited (filed as Exhibit 3.5 to
                  Registrant's  Registration  Statement on Form F-1,  Commission
                  File Number 33-79220, and incorporated herein by reference).

          3.6     Articles of  Association  of  CalPetro  Tankers  (Bahamas  II)
                  Limited  (filed as Exhibit  3.6 to  Registrant's  Registration
                  Statement on Form F-1,  Commission File Number  33-79220,  and
                  incorporated herein by reference).

          3.7     Certificate of Incorporation of CalPetro Tankers (IOM) Limited
                  (filed as Exhibit 3.7 to Registrant's  Registration  Statement
                  on Form F-1, Commission File Number 33-79220, and incorporated
                  herein by reference).

          3.8     Memorandum  and Articles of  Association  of CalPetro  Tankers
                  (IOM)   Limited   (filed  as  Exhibit   3.8  to   Registrant's
                  Registration  Statement  on Form F-1,  Commission  File Number
                  33-79220, and incorporated herein by reference).

          3.9     Certificate of Incorporation  and Memorandum of Association of
                  CalPetro  Tankers  (Bahamas III) Limited (filed as Exhibit 3.9
                  to Registrant's Registration Statement on Form F-1, Commission
                  File Number 33-79220, and incorporated herein by reference).

          3.10    Articles of  Association  of CalPetro  Tankers  (Bahamas  III)
                  Limited  (filed as Exhibit 3.10 to  Registrant's  Registration
                  Statement on Form F-1,  Commission File Number  33-79220,  and
                  incorporated herein by reference).

          4.1     Form  of  Serial  Indenture   between   California   Petroleum
                  Transport Company and Chemical Trust Company of California, as
                  Indenture  Trustee  (filed  as  Exhibit  4.1  to  Registrant's
                  Registration  Statement  on Form S-3,  Commission  File Number
                  33-56377, and incorporated herein by reference).

          10.1    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  Corporation by CalPetro Tankers (Bahamas
                  I) Limited,  CalPetro Tankers  (Bahamas II) Limited,  CalPetro
                  Tankers (IOM) Limited, CalPetro Tankers (Bahamas III) Limited)
                  (filed as Exhibit 10.3 to Registrant's  Registration Statement
                  on Form S-3, Commission File Number 33-56377, and incorporated
                  herein by reference).

          10.2    Form of Bareboat  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  (filed as Exhibit 10.2 to
                  Registrant's  Registration  Statement on Form S-3,  Commission
                  File Number 33-56377, and incorporated herein by reference).

          10.3    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) (filed as Exhibit 4.08 to Registrant's
                  Registration  Statement  on Form S-3,  Commission  File Number
                  33-56377, and incorporated herein by reference).

          10.4    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   (filed   as   Exhibit   4.09   to   Registrant's
                  Registration  Statement  on Form S-3,  Commission  File Number
                  33-56377, and incorporated herein by reference).

          10.5    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) (filed
                  as Exhibit 4.10 to Registrant's Registration Statement on Form
                  S-3, Commission File Number 33-56377,  and incorporated herein
                  by reference).

          10.6    Form of  Management  Agreement  between  P.D.  Gram & Co., and
                  [CalPetro  Tankers  (Bahamas  I)  Limited]  [CalPetro  Tankers
                  (Bahamas  II)  Limited]   [CalPetro   Tankers  (IOM)  Limited]
                  [CalPetro  Tankers  (Bahamas III)  Limited]  (filed as Exhibit
                  4.10 to  Registrant's  Registration  Statement  on  Form  S-3,
                  Commission File Number 33-56377,  and  incorporated  herein by
                  reference).

          10.7    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]  to  California  Petroleum  Transport
                  Corporation   (filed   as   Exhibit   4.11   to   Registrant's
                  Registration  Statement  on Form S-3,  Commission  File Number
                  33-56377, and incorporated herein by reference).

          10.8    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 (Bahamas III) Limited] (filed
                  as Exhibit 4.12 to Registrant's Registration Statement on Form
                  S-3, Commission File Number 33-56377,  and incorporated herein
                  by reference).

          10.9    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 (Bahamas III) Limited] (filed
                  as Exhibit 4.13 to Registrant's Registration Statement on Form
                  S-3, Commission File Number 33-56377,  and incorporated herein
                  by reference).

          10.10   Form of  Collateral  Agreement  between  California  Petroleum
                  Transport Corporation,  the Indenture Trustee under the Serial
                  Indenture,  the Indenture Trustee under the Term Indenture and
                  Chemical  Trust Company of California,  as Collateral  Trustee
                  (filed as Exhibit 4.14 to Registrant's  Registration Statement
                  on Form S-3, Commission File Number 33-56377, and incorporated
                  herein by reference).

          10.11   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 (filed
                  as Exhibit 4.15 to Registrant's Registration Statement on Form
                  S-3, Commission File Number 33-56377,  and incorporated herein
                  by reference).

          10.12   Form of First  Preferred  Ship  Mortgage by [CalPetro  Tankers
                  (Bahamas III)  Limited]  [CalPetro  Tankers (IOM)  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)  (filed as Exhibit 4.3 to Registrant's
                  Registration  Statement  on Form S-3,  Commission  File Number
                  33-56377, and incorporated herein by reference).

          10.13   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)  (filed  as
                  Exhibit 4.4 to  Registrant's  Registration  Statement  on Form
                  S-3, Commission File Number 33-56377,  and incorporated herein
                  by reference).

          10.14   Form  of  Bermudian   Statutory  Ship  Mortgage  and  Deed  of
                  Covenants  by CalPetro  Tankers  (IOM)  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)  (filed as Exhibit 4.5 to Registrant's
                  Registration  Statement  on Form S-3,  Commission  File Number
                  33-56377, and incorporated herein by reference).

          10.15   Bareboat  Charter  Agreement by and between  Calpetro  Tankers
                  (Bahamas III) Limited and Front  Voyager Inc.  entered into as
                  of March 31, 2006.*

          10.16   Assignment  of Charter  by and  between  California  Petroleum
                  Transportation Corporation and Calpetro  Tankers (Bahamas III)
                  Limited entered into as of March 31, 2006.*

          10.17   Collateral  Assignment  of Charter by and  between  California
                  Petroleum Transport Corporation and J.P. Morgan Trust Company,
                  National Association entered into as of March 31, 2006.*

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

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

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

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

* Filed Herewith
<PAGE>

                                   SIGNATURES

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

                                      California Petroleum Transport Corporation
                                                     (Registrant)


Date        April 16, 2007        By  /s/ Nancy I. DePasquale
                                      ------------------------------------------
                                                  Nancy I. DePasquale
                                                       President

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


Date        April 16, 2007        By  /s/ Nancy I. DePasquale
                                      ------------------------------------------
                                                  Nancy I. DePasquale
                                                Director and President


Date        April 16, 2007        By  /s/ R. Douglas Donaldson
                                      ------------------------------------------
                                                 R. Douglas Donaldson
                                                       Treasurer

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