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

                                       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             (I.R.S. Employer Identification No.)
of incorporation or organization)


     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)


                                                   Name of each exchange
   Title of each class                              on which registered
          None                                        Not applicable
-----------------------                           -----------------------

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


                                      None
--------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    [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 an  accelerated  filer (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'  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 March 31, 2005.  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 2.     Properties.....................................................   7
Item 3.     Legal Proceedings..............................................   7
Item 4.     Submission of Matters to a Vote of Security Holders............   7

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............................   8
Item 7(A).  Quantitative and Qualitative Disclosures about Market Risk.....  10
Item 8.     Financial Statements and Supplementary Data....................  13
Item 9.     Changes in and Disagreements with Accountants on Accounting
            And Financial Disclosure.......................................  23
Item 9(A).  Controls and Procedures........................................  23
Item 9 (B). Other Information..............................................  23

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

PART IV
Item 15.    Exhibits and Financial Statement Schedules.....................  27
Signatures ................................................................  31
<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,   ("California  Petroleum"),  was
incorporated  in Delaware in 1995.  California  Petroleum  is a special  purpose
corporation  that was organized  solely for the purpose of issuing,  as agent on
behalf of the Owners (as defined below), term mortgage notes and serial mortgage
notes (together the "Notes") as obligations of California  Petroleum and loaning
the proceeds of the sale to the Owners,  by means of term loan 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
the  shares  of  California  Petroleum  are  held  by The  California  Trust,  a
Massachusetts  charitable  lead trust  formed by JH  Holdings,  a  Massachusetts
corporation,   for  the   benefit  of   certain   charitable   institutions   in
Massachusetts.

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

California Petroleum has no employees.

The Owners

Each of CalPetro Tankers (Bahamas I) Limited  ("CalPetro  Bahamas I"),  CalPetro
Tankers  (Bahamas  II) Limited  ("CalPetro  Bahamas  II") and  CalPetro  Tankers
(Bahamas  III) Limited  ("CalPetro  Bahamas  III"),  was  organized as a special
purpose  company  under the laws of the Bahamas for the purpose of acquiring and
chartering  one  of the  Vessels.  Similarly,  CalPetro  Tankers  (IOM)  Limited
("CalPetro  IOM") was organized as a special  purpose  company under the laws of
the Isle of Man for the purpose of acquiring and  chartering one of the Vessels.
Each of the  foregoing  companies  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 and  activities  resulting  from or incidental to such
ownership and chartering.  Each Owner is an ultimate wholly-owned  subsidiary of
Frontline Ltd  ("Frontline"),  a publicly  listed Bermuda  company.  None of the
Owners is owned by or is an affiliate  of  California  Petroleum  and neither of
California Petroleum nor any Owner is owned by or is an affiliate of Chevron.

The Charters

Each Vessel is currently  chartered to Chevron  under  charters  dated as of the
date of the original  issuance of the Notes  (collectively,  the "Charters") and
which are due to expire on April 1, 2015. Under the Charters,  Chevron can elect
to  terminate  the  Charter  on any of four ( in the  case of the  double-hulled
Vessels) or three (in the case of the  single-hulled  Vessel)  termination dates
occurring at two-year  intervals  beginning 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  termination  date as
follows:

(In millions of $)

Optional               Cygnus     Altair      Sirius      Virgo
Termination Date       Voyager    Voyager     Voyager     Voyager
----------------       -------    -------     -------     -------

April 1, 2005          12.26                   10.93
April 1, 2006                      11.11                    5.05
April 1, 2007          11.12                    9.91
April 1, 2008                      10.03                    4.57
April 1, 2009           9.97                    8.89
April 1, 2010                       8.94                    4.08
April 1, 2011                                   7.88

On March 28, 2005, CalPetro Bahamas III received non-binding notice of Chevron's
intention  to exercise  its first  termination  option on the single hull vessel
Virgo  Voyager  effective  April  1,  2006.   Chevron  is  required  to  provide
irrevocable  notice of its  exercise  of the  termination  option not later than
July 1, 2005.

The International Tanker Market

The market for  international  seaborne  crude oil  transportation  services  is
highly fragmented and competitive.  Seaborne crude oil  transportation  services
generally are provided by two main types of operators: major oil company captive
fleets (both private and  state-owned)  and  independent  shipowner  fleets.  In
addition, several owners and operators pool their vessels together on an ongoing
basis,  and  such  pools  are  available  to  customers  to the same  extent  as
independently  owned and operated fleets. Many major oil companies and other oil
trading companies,  the primary charterers of the vessels owned or controlled by
the 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:

     (i)  ULCC-size range of  approximately  320,000 to 450,000  deadweight tons
          (dwt);

     (ii) VLCC-size range of approximately 200,000 to 320,000 dwt;

    (iii) Suezmax-size range of approximately 120,000 to 200,000 dwt;

     (iv) Aframax-size range of approximately 60,000 to 120,000 dwt; and

     (v)  small tankers of less than approximately 60,000 dwt.

ULCCs and VLCCs typically  transport crude oil in long-haul trades, such as from
the Arabian Gulf to Rotterdam  via the Cape of Good Hope.  Suezmax  tankers also
engage in long-haul crude oil trades as well as in medium-haul crude oil trades,
such as from West  Africa to the East Coast of the United  States.  Aframax-size
vessels generally engage in both medium-and short-haul trades of less than 1,500
miles  and  carry  crude  oil or  petroleum  products.  Smaller  tankers  mostly
transport petroleum products in short-haul to medium-haul trades.

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

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

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

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

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

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

Risk Factors

California Petroleum's  capitalisation is nominal and it has no source of income
other  than  payments  to it by the  Owners  who  are  foreign  corporations  as
described  above.  As a result,  it is exposed  to risk  factors  affecting  the
Owners.  The  following  is a summary of some of the risks  which may  adversely
affect the business,  financial condition or results of operations of California
Petroleum.  It is  not  considered  possible  to  quantify  possible  losses  to
California Petroleum that may arise due to exposure to these risk factors.

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

The Vessels are currently  operated under the Charters to Chevron.  The 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. The Owner of the
single  hull  vessel  received  non-binding  notice of  Chevron's  intention  to
exercise  its first  termination  option  effective  April 1,  2006.  Chevron is
required to provide irrevocable notice of its exercise of the termination option
no later than July 1, 2005.

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  recharter  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 oil and oil  products.  The Owners may
not be able to arrange further charters at rates sufficient to meet interest and
principal  payments  due to  California  Petroleum on the serial and term loans.
Should the Owners default on payment of interest and principal due to California
Petroleum,  the  value  of  collateral  to the  serial  and  term  loans  may be
insufficient to repay the Notes.

Because  the  Owners'  Charters  may be  terminated,  they may incur  additional
expenses and not be able to recharter the Vessels profitably

Chevron can elect to  terminate  the Charter on any of four ( in the case of the
double-hulled  Vessels)  or  three  (in the  case of the  single-hulled  Vessel)
termination dates occurring at two-year intervals  beginning 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. On March 28, 2005,  CalPetro Bahamas
III received  non-binding  notice of  Chevron's  intention to exercise its first
termination option on the single hull vessel Virgo Voyager.

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

In the event Chevron does  terminate any of the Charters,  it is 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  California  Petroleum  under the Notes.  If
Chevron terminates the Charter, the Owners will attempt to arrange a replacement
charter,  or may sell the Vessel to satisfy its obligations  under the Notes. We
cannot assure you that the Owner will be able to meet these  obligations  upon a
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 California Petroleum.
Should the Owners default on payment of interest and principal due to California
Petroleum,  the  value  of  collateral  to the  serial  and  term  loans  may be
insufficient to repay the Notes.

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

The  operation  of tanker  vessels  and  transportation  of crude and  petroleum
products is an extremely competitive business. Competition arises primarily from
other tanker owners, including major oil companies as well as independent tanker
companies,  some of whom have  substantially  greater resources than the Owners.
Competition  for the  transportation  of oil and oil products can be intense and
depends on price,  location,  size, age,  condition and the acceptability of the
tanker and its  operators  to the  charterers.  During the term of the  existing
Charters with Chevron,  the Owners are not exposed to the risk  associated  with
this  competition.  At the end of the  current  Charters  or in the  event  that
Chevron  terminates 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
California  Petroleum.  Should the Owners  default  on payment of  interest  and
principal due to California Petroleum, the value of collateral to the serial and
term loans may be insufficient to repay the Notes.

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

Regulations in the various states and other  jurisdictions  in which the Vessels
trade affect the business of the Owners.  Extensive  and changing  environmental
laws and  other  regulations,  compliance  with  which  may  entail  significant
expenses,  including  expenses for ship  modifications  and changes in operating
procedures, affect the operation of the Vessels. Although Chevron is responsible
for all operational  matters and bears 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 Chevron fails 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 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.  The sinking of the
single  hull  m.t.  Prestige  offshore  in  Spain  in  November  2002 has led to
proposals by the European  Union and the IMO to accelerate  the  prohibition  to
trade of all  non-double  hull  tankers,  with certain  limited  exceptions.  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.  This
proposed  amendment  will take  effect in April  2005  unless  objected  to by a
sufficient  number of states.  We 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 the Company.

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,  Chevron bears
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 at the end of the Charters or in the
event the Charters 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 ChevronTexaco Corporation

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

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

The  Owners  currently  must  dedicate  a large  portion  of our cash  flow from
operations to satisfy their debt service  obligations  to California  Petroleum.
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 California Petroleum.

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.

Available Information

The  Company is  subject to the  informational  requirements  of the  Securities
Exchange Act of 1934, as amended.  In accordance  with these  requirements,  the
Company files reports and other  information  with the  Securities  and Exchange
Commission.  These materials,  including this annual report and the accompanying
exhibits,  may be  inspected  and  copied  at the  public  reference  facilities
maintained by the Commission at 450 Fifth Street,  N.W., Room 1024,  Washington,
D.C. 20549. You may obtain  information on the operation of the public reference
room by calling 1 800 SEC-0330,  and you may obtain  copies at prescribed  rates
from the Public  Reference  Section of the Commission at its principal office in
Washington,  D.C. 20549. The SEC maintains a website  (http://www.sec.gov)  that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants  that  file  electronically  with the SEC.  In  addition,
documents  referred to in this annual  report may be inspected at the  Company's
principal  executive  offices at Suite 3218, One  International  Place,  Boston,
Massachusetts,  02110-2624  or at  the  offices  of  the  Company's  manager  at
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM 08.

Item 2. Properties

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

                                                                   Approximate
Vessel             Construction     Registration  Delivery Date       dwt.
------             ------------     ------------  -------------    -----------
Cygnus Voyager(1)   Double-hull      Bahamas       March 1993       150,000
Altair Voyager(2)   Double-hull      Bahamas       August 1993      130,000
Sirius Voyager(3)   Double-hull      Bahamas       October 1994     150,000
Virgo Voyager(4)    Single-hull      Bahamas       February 1992    150,000

----------
(1)  ex Samuel Ginn
(2)  ex Condoleeza Rice
(3)  ex Chevron Mariner
(4)  ex William E. Crain

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,  principally personal
injury and property casualty claims.  Those claims, 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, 2004.

                                     PART II

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

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

(b)  Asof March 31, 2005,  with respect to the Common  Stock,  there was one (1)
     holder of record of the Registrant's Common Stock.

Item 6. Selected Financial Data

The selected  statement of operations and retained  earnings data of the Company
with respect to the fiscal years ended December 31, 2004, 2003 and 2002, and the
balance  sheet data as at December  31, 2004 and 2003 have been derived from the
Company's  audited  financial  statements  included herein and should be read in
conjunction with such statements and the notes thereto.  The selected  statement
of operations and retained  earnings data with respect to the fiscal years ended
December  31, 2001 and 2000 and the selected  balance  sheet data as at December
31, 2002, 2001 and 2000 have been derived from audited  financial  statements of
the Company not included herein.

<TABLE>
                                                                 Year ended December 31,
<CAPTION>
($'000s except per share data)               2004            2003             2002            2001             2000
------------------------------               ----            ----             ----            ----             ----
<S>                                        <C>             <C>              <C>             <C>              <C>
Total operating revenues                   10,922          12,450           13,808          15,210           16,538
Net income                                      -               -                -               -                -
Net income per share                            -               -                -               -                -
Dividends per share                             -               -                -               -                -
Total assets                              127,483         144,090          162,618         181,115          199,616
Long term liabilities                     110,533         124,815          141,120         159,280          177,440
Cash dividends declared per share               -               -                -               -                -
</TABLE>

The  following  table  sets forth a summary of  quarterly  unaudited  results of
operations for the years ended December 31, 2004 and 2003.

($'000s)                         First     Second     Third    Fourth
                                Quarter    Quarter   Quarter   Quarter
                                -------    -------   -------   -------
2004
Net operating revenues            2,948     2,683     2,642    2,649
Expenses                          2,948     2,683     2,642    2,649
Net income                            -         -         -        -
2003
Net operating revenues            3,246     3,116     3,051    3,037
Expenses                          3,246     3,116     3,051    3,037
Net income                            -         -         -        -

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

Business Strategy

California Petroleum

California  Petroleum was organised to issue,  as agent on behalf of the Owners,
the  Notes  and  subsequently  loan  the  proceeds  of the  sale to the  Owners.
California  Petroleum's  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 California  Petroleum 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
under bareboat charters which are expected to provide

a)   charter-hire payments which California Petroleum 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 any Vessel is for any other reason returned to the
     possession and use of the Owners.

On March 28, 2005, CalPetro Bahamas III received non-binding notice of Chevron's
intention  to exercise  its first  termination  option on the single hull vessel
Virgo  Voyager.As  of March 31, 2005,  notice had not been received from Chevron
regarding the termination of the remaining three Charters.

Liquidity and Capital Resources

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

Critical Accounting Policies

California  Petroleum's principal accounting policies are described in Note 2 to
the financial statements included in Item 8 of this Form 10-K. The most critical
accounting policies include:

     o    Accounting for deferred charges

Recently Issued Accounting Standards

In December 2003, the Financial Accounting Standards Board issued Interpretation
No. 46R,  Consolidation of Variable Interest Entities,  an Interpretation of ARB
No. 51 ("the  Interpretation"),  which replaces Interpretation No. 46, issued in
January  2003.  The  Interpretation  addresses  the  consolidation  of  business
enterprises (variable interest entities) to which the usual condition (ownership
of  a  majority  voting  interest)  of  consolidation   does  not  apply.   This
Interpretation   focuses  on  financial  interests  that  indicate  control.  It
concludes  that in the absence of clear  control  through  voting  interests,  a
company's  exposure  (variable  interest)  to the economic  risks and  potential
rewards from the variable  interest  entity's assets and activities are the best
evidence of control.  Variable  interests are rights and obligations that convey
economic  gains or losses  from  changes in the value of the  variable  interest
entity's  assets and  liabilities.  Variable  interests may arise from financial
instruments, service contracts, and other arrangements. If an enterprise holds a
majority of the variable  interests  of an entity,  it would be  considered  the
primary  beneficiary.  The  primary  beneficiary  would be  required  to include
assets,  liabilities,  and the results of  operations  of the variable  interest
entity in its financial statements.

Adoption  of this  standard  has not had a  material  effect on the  results  of
California Petroleum.

Tabular disclosure of contractual obligations

As at December 31, 2004,  California  Petroleum  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
----------                      ------     -----    -----     -------   -----
Serial Mortgage Notes
(7.60 to 7.62%)                    7,740    2,530         -         -    10,270
Term Mortgage Notes (8.52%)        6,542   20,468    21,884    65,651   114,545
                                 -------  -------   -------   -------  --------
Total contractual obligations     14,282   22,998    21,884    65,651   124,815

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

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

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

Serial Loans

The  principal  balances of the serial loans made to the Owners earn interest at
rates  ranging from 7.60% to 7.62% and mature over a remaining  two-year  period
beginning  April 1, 2005.  The loans are reported net of the related  discounts,
which are amortized over the term of the loans.

The outstanding serial loans have the following characteristics:

 Maturity date                  Interest rate        Principal due
                                                       ($ 000's)
 April 1, 2005                      7.60%                 7,740
 April 1, 2006                      7.62%                 2,530
                                 --------              --------
                                                         10,270
                                                       =========

The outstanding amount of serial loans as at December 31, 2004 was $10,270,000.

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 eleven-year period
beginning  April 1, 2005.  The loans are reported net of the related  discounts,
which are amortized over the term of the loans.

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

                                     No initial        All initial
                                      charters           charters
Scheduled payment date               terminated         terminated
                                        $'000              $'000

 April 1, 2005                          6,542              6,542
 April 1, 2006                          9,526              6,517
 April 1, 2007                         10,942              5,880
 April 1, 2008                         10,942              6,380
 April 1, 2009                         10,942              6,930
 April 1, 2010                         10,942              7,510
 April 1, 2011                         10,942              8,160
 April 1, 2012                         10,942              8,840
 April 1, 2013                         10,942              9,600
 April 1, 2014                         10,942             10,420
 April 1, 2015                         10,941             37,766
                                      -------            -------
                                      114,545            114,545
                                      =======            =======

The outstanding amount of term loans at December 31, 2004 was $114,545,000.

Serial Mortgage Notes

The serial  mortgage  notes bear  interest at rates  ranging from 7.60% to 7.62%
through  maturity.  The Notes mature over a remaining  two-year period beginning
April 1, 2005. Interest is payable semi-annually.

The outstanding serial notes have the following characteristics:

 Maturity date                            Interest rate       Principal due
                                                                ($ 000's)
 April 1, 2005                             7.60%                  7,740
 April 1, 2006                             7.62%                  2,530
                                                                 -------
                                                                 10,270
                                                                 =======

Term Mortgage Notes

The term  mortgage  notes  bear  interest  at a rate of  8.52%  per  annum.  The
principal is repayable on the term mortgage notes in accordance with a remaining
eleven-year  sinking fund schedule beginning April 1, 2005.  Interest is payable
semi-annually.

The table below provides the scheduled sinking fund redemption amounts and final
principal  payments on the term mortgage  notes if none of the Initial  Charters
are terminated and if all of the Initial Charters are terminated on the earliest
termination dates.

                                    No initial        All initial
                                     charters           charters
                                    terminated         terminated
                                        $'000              $'000

 April 1, 2005                          6,542              6,542
 April 1, 2006                          9,526              6,517
 April 1, 2007                         10,942              5,880
 April 1, 2008                         10,942              6,380
 April 1, 2009                         10,942              6,930
 April 1, 2010                         10,942              7,510
 April 1, 2011                         10,942              8,160
 April 1, 2012                         10,942              8,840
 April 1, 2013                         10,942              9,600
 April 1, 2014                         10,942             10,420
 April 1, 2015                         10,941             37,766
                                      -------            -------
                                      114,545            114,545
                                      =======            =======

<PAGE>

Item 8. Financial Statements and Supplementary Data                        Page

Report of Registered Public Accounting Firm                                  14
Report of Independent Registered Public Accounting Firm                      15
Balance Sheets as of December 31, 2004 and 2003                              16
Statements of Operations and Retained  Earnings for the Years
Ended December 31, 2004,  2003 and 2002                                      17
Statements of Cash Flows for the Years Ended December 31, 2004,              18
  2003 and 2002 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 sheet of California Petroleum Transport
Corporation, as of December 31, 2004 and the related statement of operations and
retained  earnings,  and cash flows for the year ended December 31, 2004.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of California Petroleum Transport
Corporation at December 31, 2004, and the results of its operations and its cash
flows  for the year  ended  December  31,  2004 in  conformity  with  accounting
principles generally accepted in the United States of America.



Grant Thornton LLP



New York, New York
February 16, 2005 (except for Note 11, as to which the date is March 28, 2005)
<PAGE>

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder
California Petroleum Transport Corporation


We  have  audited  the  accompanying  balance  sheets  of  California  Petroleum
Transport  Corporation  as of December 31, 2003,  and the related  statements of
operations  and retained  earnings,  and cash flows for each of the two years in
the  period  ended  December  31,  2003.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of California Petroleum Transport
Corporation at December 31, 2003, and the results of its operations and its cash
flows  for each of the two years in the  period  ended  December  31,  2003,  in
conformity with accounting principles generally accepted in the United States of
America.



Ernst & Young
Chartered Accountants



Douglas, Isle of Man
April 13, 2004


<PAGE>



California Petroleum Transport Corporation
Balance Sheets as of December 31, 2004 and 2003

(in thousands of US$)
                                                 Note      2004        2003
ASSETS
Current assets:
  Cash and cash equivalents                                    1           1
  Current portion of serial loans receivable       4       7,740      12,950
  Current portion of term loans receivable         5       6,542       3,355
  Interest receivable                                      2,635       2,944
  Other current assets                                        32          25
--------------------------------------------------------------------------------
  Total current assets                                    16,950      19,275
Serial loans receivable, less current portion      4       2,528      10,100
Term loans receivable, less current portion        5     107,097     113,551
Deferred charges and other long-term assets        7         908       1,164
--------------------------------------------------------------------------------
Total assets                                             127,483     144,090
================================================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Accrued interest                                         2,635       2,944
  Current portion of serial mortgage notes         8       7,740      12,950
  Current portion of term mortgage notes           8       6,542       3,355
  Other current liabilities                                   32          25
--------------------------------------------------------------------------------
  Total current liabilities                               16,949      19,274
  Serial mortgage notes, less current portion      8       2,530      10,270
  Term mortgage notes, less current portion        8     108,003     114,545
--------------------------------------------------------------------------------
Total liabilities                                        127,482     144,089
  Stockholder's equity
  Common stock, $1 par value; 1,000 shares
   authorised, issued and outstanding                         1           1
--------------------------------------------------------------------------------
Total liabilities and stockholder's equity               127,483     144,090
================================================================================


See accompanying Notes to the Financial Statements



<PAGE>


California Petroleum Transport Corporation
Statements of Operations and Retained Earnings for the years ended
December 31, 2004, 2003 and 2002
(in thousands of US$)


                                              2004        2003         2002
Revenue
  Interest income                             10,865      12,369      13,772
  Expenses reimbursed                             57          81          36
--------------------------------------------------------------------------------
Total operating revenues                      10,922      12,450      13,808
--------------------------------------------------------------------------------

Expenses
  General and administrative expenses            (57)        (81)        (36)
  Amortisation of debt issue costs              (256)       (256)       (256)
  Interest expense                           (10,609)    (12,113)    (13,516)
--------------------------------------------------------------------------------
                                             (10,922)    (12,450)    (13,808)
--------------------------------------------------------------------------------

Net income                                         -           -           -

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

See accompanying Notes to the Financial Statements


<PAGE>


California Petroleum Transport Corporation
Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002
(in thousands of US$)

                                                        2004    2003     2002
Cash flows from operating activities
Net income                                                 -        -        -
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Amortisation of deferred debt issue costs              256      256      256
  Changes in operating assets and liabilities:
  Decrease in interest receivable                        309      378      342
  Decrease (increase) on other current assets             (7)     (10)      (5)
  Decrease in accrued interest                          (309)    (378)    (342)
  (Decrease) increase in other current liabilities         7       10        5
--------------------------------------------------------------------------------
  Net cash provided by operating activities              256      256      256
--------------------------------------------------------------------------------
Cash flows from investing activities
  Collections on loans receivable                     16,049   17,904   17,904
--------------------------------------------------------------------------------
  Net cash provided by investing activities           16,049   17,904   17,904
--------------------------------------------------------------------------------
Cash flows from financing activities
  Repayments of mortgage notes                       (16,305) (18,160) (18,160)
--------------------------------------------------------------------------------
  Net cash used in financing activities              (16,305) (18,160) (18,160)
--------------------------------------------------------------------------------
Net change in cash and cash equivalents                             -        -

Cash and cash equivalents at beginning of period           1        1        1
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period                 1        1        1
================================================================================

Supplemental disclosure of cash flow information:
  Interest paid                                       11,173   12,492   13,858
================================================================================

See accompanying Notes to 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 has been
     organized solely for the purpose of issuing, as agent on behalf of CalPetro
     Tankers  (Bahamas  I)  Limited,  CalPetro  Tankers  (Bahamas  II)  Limited,
     CalPetro  Tankers  (Bahamas III) Limited and CalPetro Tankers (IOM) Limited
     (each an "Owner" and, together the "Owners"), 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 (the "Chevron").

     The Owners have  chartered the Vessels to Chevron under  bareboat  charters
     that are  expected  to provide  sufficient  payments  to cover the  Owners'
     obligations  under the loans from the  Company.  Chevron  can  terminate  a
     charter at specified dates prior to the expiration of the charter, provided
     it give the Owner  non-binding  notice of its  intention at least 12 months
     prior to such termination and make a termination  payment. The Owners' only
     sources of funds with  respect to its  obligation  to the  Company  are the
     payments by Chevron, including termination payments. The Owners do not have
     any other source of capital for payment of the loans.

     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 financial  statements  have been prepared in accordance with accounting
     principles generally accepted in the United States of America (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  capitalization  of debt issue costs.  These
     costs are amortized over the term of the Notes to which they relate.

     (c)  Reporting currency

     The reporting and functional currency is the United States dollar.

     (d)  Cash and cash equivalents

     For the  purpose  of the  statement  of cash  flows,  all  demand  and time
     deposits and highly liquid,  low risk investments with original  maturities
     of three months or less are considered equivalent to cash.

     (e)  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.

3.   RECENTLY ISSUED ACCOUNTING STANDARDS

     In  December  2003,  the  Financial   Accounting   Standards  Board  issued
     Interpretation  No. 46R,  Consolidation of Variable Interest  Entities,  an
     Interpretation  of  ARB  No.  51("the   Interpretation"),   which  replaces
     Interpretation No. 46, issued in January 2003. The Interpretation addresses
     the consolidation of business  enterprises  (variable interest entities) to
     which the usual  condition  (ownership  of a majority  voting  interest) of
     consolidation  does not apply.  This  Interpretation  focuses on  financial
     interests that indicate control.  It concludes that in the absence of clear
     control through voting interests,  a company's exposure (variable interest)
     to the economic  risks and  potential  rewards  from the variable  interest
     entity's  assets and activities are the best evidence of control.  Variable
     interests are rights and  obligations  that convey economic gains or losses
     from  changes in the value of the  variable  interest  entity's  assets and
     liabilities.  Variable  interests  may arise  from  financial  instruments,
     service  contracts,  and  other  arrangements.  If an  enterprise  holds  a
     majority of the variable interests of an entity, it would be considered the
     primary  beneficiary.  The primary beneficiary would be required to include
     assets, liabilities, and the results of operations of the variable interest
     entity in its financial statements.

     Adoption of this  standard has not had a material  effect on the results of
     the Company.

4.   SERIAL LOANS

     The  principal  balances of the Serial Loans earn interest at rates ranging
     from 7.60% to 7.62% and mature over a remaining  two-year period  beginning
     April 1, 2005. The loans are reported net of the related  discounts,  which
     are amortised over the term of the loans.

5.   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  eleven-year  period
     beginning  April  1,  2005.  The  loans  are  reported  net of the  related
     discounts, which are amortised over the term of the loans.

6.   SERIAL LOANS AND TERM LOANS COLLATERAL

     The Serial and Term Loans are  collateralised by first preferred  mortgages
     on the Vessels to the Company.  The earnings and insurance  relating to the
     Vessels  have been  collaterally  assigned  pursuant  to an  assignment  of
     earnings  and  insurance to the  Company,  which in turn has assigned  such
     assignment of earnings and insurance to JP Morgan Chase (formerly  Chemical
     Trust Company of California) as the  collateral  trustee.  The Charters and
     Chevron  Guarantees  (where the  obligations  of Chevron are  guaranteed by
     ChevronTexaco  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.

7.   DEFERRED CHARGES

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

     (in thousands of $)                                  2004           2003

     Debt arrangement fees                               3,400           3,400
     Accumulated amortisation                           (2,492)         (2,236)
------------------------------------------------------------------------------
                                                           908           1,164
]=============================================================================

8.   DEBT

     (in thousands of $)                                                 2004

     Serial Mortgage Notes (7.60% to 7.62%) maturing                    10,270
     through 2006  8.52% Term Mortgage Notes due 2015                  114,545
--------------------------------------------------------------------------------
     Total debt                                                        124,815
     Less: short-term portion                                          (14,282)
--------------------------------------------------------------------------------
                                                                       110,533
================================================================================

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

     (in thousands of $)
     Year ending December 31,
     2005                                                               14,282
     2006                                                               12,056
     2007                                                               10,942
     2008                                                               10,942
     2009                                                               10,942
     2010 and later                                                     65,651
--------------------------------------------------------------------------------
     Total debt                                                        124,815
================================================================================

     The serial  mortgage  notes bear  interest at rates  ranging  from 7.60% to
     7.62% through  maturity.  The serial mortgage notes mature over a remaining
     two-year period beginning April 1, 2005. Interest is payable semi-annually.
     The serial mortgage notes include certain  covenants such as restriction on
     the  payment  of  dividends  and making  additional  loans or  advances  to
     affiliates.  At December 31, 2004 and 2003,  the Company was in  compliance
     with these covenants.

     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  eleven-year  sinking  fund  schedule  beginning  April 1,  2005.
     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, 2004 and 2003,
     the Company was in compliance with these covenants.

     As of December 31, 2004,  the effective  interest rate for the Notes of the
     Company was 8.44%.

     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,
     2004, to and including April 1, 2014,  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.

<TABLE>
<CAPTION>
(in thousands of $)
Scheduled       Charter           Charter      Charter      Charter      Charter       Charter      Charter      Charter
payment           not            terminated   terminated   terminated   terminated    terminated   terminated   terminated
date           terminated           2005         2006         2007         2008          2009         2010         2011
----           ----------           ----         ----         ----         ----          ----         ----         ----
<C>                  <C>           <C>          <C>          <C>          <C>           <C>          <C>          <C>
2005                 6,542         3,355        3,187        3,355        3,187         3,355        3,187            -
2006                 9,526         3,330        3,187        6,339        3,187         6,339        3,187        2,984
2007                10,942         3,610        2,270        6,339        4,603         6,339        4,603        2,984
2008                10,942         3,920        2,460        3,390        4,603         6,339        4,603        2,984
2009                10,942         4,260        2,670        3,680        2,180         6,339        4,603        2,984
2010 and later      65,651        48,274       34,022       43,646       30,036        38,038       27,613       17,906
-----------------------------------------------------------------------------------------------------------------------
                   114,545        66,749       47,796       66,749       47,796        66,749       47,796       29,842
=======================================================================================================================
</TABLE>

9. SHARE CAPITAL

                                                               2004       2003
     Authorised and issued share capital:
       1,000 shares of $1.00 each                               1,000    1,000
     Fully paid share capital:
      NIL                                                           -        -

10.  FINANCIAL INSTRUMENTS

     Fair values

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

<TABLE>
<CAPTION>
                                                             2004            2004                 2003              2003
                                                          Fair Value      Carrying Value       Fair Value       Carrying Value
                                                          ----------      --------------       ----------       --------------
     <S>                                                  <C>             <C>                  <C>              <C>
     Non-Derivatives:
     Cash and cash equivalents                                    1             1                      1                1
     Serial Mortgage Notes (7.60% to 7.62%) maturing         10,448        10,270                 24,224           23,220
     through 2006 8.52% Term Mortgage Notes due 2015        131,297       114,545                131,839          117,900
</TABLE>

     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,
     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.

11.  SUBSEQUENT EVENTS

     On March 28,  2005,  CalPetro  Bahamas III received  non-binding  notice of
     Chevron's  intention to exercise its first termination option on the single
     hull vessel Virgo Voyager.

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

On January 26, 2005,  the  Directors of the Company  determined  to engage Grant
Thornton  LLP,  New  York,  New  York  as the  Company's  Certifying  Accountant
effective for the year ended December 31, 2004. Grant Thornton  replaced Ernst &
Young who declined to stand for re-election. The change reflects the decision by
Independent  Tankers  Corporation  to prepare  consolidated  group accounts with
Grant Thornton as the group's certifying  accountant.  The Company was set up as
to act as an agent to issue  certain  notes on  behalf of four  subsidiaries  of
Independent Tankers Corporation.

The reports of Ernst & Young on the Company's financial statements for the years
ended  December  31,  2003 and 2002 did not  contain  an  adverse  opinion  or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principles.

In connection  with the audits of the  Company's  financial  statements  for the
years ended  December 31, 2003 and 2002 and in the  subsequent  interim  period,
there  were no  disagreements  with Ernst & Young on any  matters of  accounting
principles or practices,  financial statement disclosure,  or auditing scope and
procedures  which,  if not resolved to the  satisfaction  of Ernst & Young would
have caused Ernst & Young to make reference to the matter in their report.

Item 9a. Controls and Procedures

The  Company's  management,  with the  participation  of the  Company's  manager
Frontline Ltd,  including the Company's  President and Treasurer,  has evaluated
the  effectiveness  of the Company's  disclosure  controls and  procedures as of
December  31,  2004.  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, 2004.

Changes in Internal Controls

There were no material changes in the Company's  internal control over financial
reporting during the fourth quarter of 2004.

Item 9b.    Other Information

             Not  Applicable

                                    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 the Company

Nancy I. DePasquale         37               Director and President
Geraldine St-Louis          29               Vice President
Louise E. Colby             56               Director and Assistant Secretary
R. Douglas Donaldson        63               Treasurer
Blake W. Grosch             24               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
Treasurer.  She has also served as the  Trustee of the  Cazenove  Street  Realty
Trust since 1983 and,  since 1985,  a Trustee of the 1960  Trust,  a  charitable
trust for the benefit of Harvard University.

R. Douglas  Donaldson  has been the  Treasurer of the 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.

Blake W.  Grosch has been the  Secretary  of the Company  since June  2004.He is
currently  a corporate  paralegal  at the law offices of Ropes & Gray in Boston.
From January 2003 to June 2004, he worked as a real estate paralegal for Sheldon
M. Drucker, Esq., in Boston.

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

The following  table  provides  information as of March 31, 2005 with respect to
the ownership by each person or group of persons,  known by the registrant to be
a beneficial owner of 5% or more of the Common Stock.

Except as set forth below,  the Registrant is not aware of any beneficial  owner
of more than 5% of the Common Stock as of close of business on March 31, 2005.

                              Beneficial Ownership

                   Name and
 Class of          address of                             Number      Percent
 Shares            Beneficial Owners                      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

         Not applicable.

Item 14. Principal Accountant Fees and Services

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

                                                               2004     2003
Audit fees (1)                                               15,000      nil
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.
<PAGE>

                                     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, 2004 and 2003

Statements of Operations and Retained  Earnings for the Years Ended December 31,
2004, 2003 and 2002

Statements of Cash Flows for the Years Ended December 31, 2004, 2003 and 2002

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).

    10.87 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).

     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
<PAGE>

                                   SIGNATURES

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

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


Date  April 6, 2005                     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 6, 2005                     By  /s/ Nancy I. DePasquale
      -------------                         -----------------------
                                                Nancy I. DePasquale
                                               Director and President


Date   April 6, 2005                    By  /s/ R. Douglas Donaldson
       -------------                        ------------------------
                                                R. Douglas Donaldson
                                                      Treasurer

02089.0006 #560659