<PAGE>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 20-F

    Registration statement pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934

                               OR

X   Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

    For the fiscal year ended December 31, 1999

                               OR

    Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934



    Commission File number:  33-79220
                             33-56377


             Calpetro Tankers (Bahamas III) Limited
     (Exact name of Registrant as specified in its charter)


                         Nassau, Bahamas
         (Jurisdiction of incorporation or organization)


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


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

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

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.




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              Serial First Preferred Mortgage Notes
              maturing serially from 1996 to 2006.
         8.52% First Preferred Mortgage Notes Due 2015.


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

    Yes       X         No

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

    Item 17             Item 18   X



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                        TABLE OF CONTENTS

                             PART I

Item 1.     Description of Business ............................1
                The Company ....................................1
                Overview of Operations .........................1
                The Management..................................2
                The International Tanker Market ................2
                Environmental and Other Regulations ............3
                Risk of Loss and Liability; Insurance ..........4

Item 2.     Description of Property ............................5
Item 3.     Legal Proceedings ..................................5
Item 4.     Control of Registrant  .............................5
                The Company ....................................5

Item 5.     Nature of Trading Market ...........................5
Item 6.     Exchange Controls and Other Limitations Affecting
            Security-Holders ...................................5
Item 7.     Taxation ...........................................5
Item 8.     Selected Financial Data ............................6
Item 9.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations.................6
Item 9 (A)  Quantitative and Qualitative disclosure about Market
            Risk................................................8
Item 10     Directors and Officers of Registrant................9
Item 11.    Compensation of Directors and Officers..............9
Item 12.    Options to Purchase Securities from Registrant or
            Subsidiaries........................................9
Item 13.    Interest of Management in Certain Transactions .....9


                             PART II

Item 14     Inapplicable

                            PART III

Item 15.    Defaults Upon Senior Securities....................10
Item 16.    Changes in Securities and Changes in Security for
            Registered Securities and Use of Proceeds..........10


                             PART IV

Item 17     Inapplicable
Item 18.    Financial Statements...............................10
Item 19.    Financial Statements and Exhibits..................10

                Signatures.....................................11



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                             PART I


ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

CalPetro Tankers (Bahamas III) Limited ("Bahamas III" or the
"Company") was incorporated in the Bahamas on May 13, 1994
together with three other companies: CalPetro Tankers (Bahamas I)
Limited and CalPetro Tankers (Bahamas II), each of which is
incorporated in the Bahamas, and CalPetro Tankers (IOM) Limited
which is incorporated in the Isle of Man (together the
"Companies").  Each of the Companies was organized as a special
purpose company for the purpose of acquiring one of four oil
tankers (each a "Vessel", together the "Vessels") from Chevron
Transport Corporation.  California Petroleum Transport
Corporation, a Delaware corporation, acting as agent on behalf of
the Companies, issued as full recourse obligations $167,500,000
Serial First Preferred Mortgage Notes and $117,900,000 8.52%
First Preferred Mortgage Notes due 2015 (together the "Notes").
The proceeds from the sale of the Notes were applied by way of
long-term loans, being Serial Loans in respect of the Serial
First Preferred Mortgage Notes and Term Loans in respect of the
First Preferred Mortgage Notes due 2015, to the Companies to fund
the acquisition of the Vessels from the Chevron Transport
Corporation.  The Company was allocated $27,640,000 of the Serial
Loans and $12,744,000 of the Term Loans and acquired its Vessel,
the WILLIAM E. CRAIN, as described below.  The Company engages in
no business other than the ownership and chartering of its Vessel
and activities resulting from or incidental to such ownership and
chartering.

The Company is wholly-owned by California Tankers Investments
Limited, a company organized under the laws of the Bahamas, which
is in turn a wholly-owned subsidiary of CalPetro Holdings
Limited, an Isle of Man company.

On May 12, 1998, ownership of CalPetro Holdings Limited was
transferred to Independent Tankers Corporation, a Cayman Islands
company ("ITC").  On the same date, all of the issued and
outstanding shares of ITC were sold to Frontline Ltd.
("Frontline"), a publicly listed Bermuda company.

Pursuant to a share purchase agreement dated December 23, 1998,
as amended on March 4, 1999, Frontline has sold, effective as of
July 1, 1999, all of the issued and outstanding shares of ITC to
Hemen Holding Limited, a Cyprus company ("Hemen").  Hemen is the
principal shareholder of Frontline and is indirectly controlled
by Mr. John Fredriksen, the Chairman and Chief Executive Officer
of Frontline.


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OVERVIEW OF OPERATIONS

The Company owns one 150,000 deadweight tonne ("dwt") Suezmax oil
tanker,  the WILLIAM E. CRAIN, which was acquired from Chevron
Transport Corporation (the "Vessel").  Suezmax tankers are
medium-sized vessels ranging from approximately 120,000 to
200,000 dwt, and of maximum length, breadth and draft capable of
passing fully loaded through the Suez Canal.  The Vessel has been
chartered back to Chevron Transport Corporation (the "Initial
Charterer" or "Chevron Transport") on bareboat charter (the
"Initial Charter").  The Initial Charter has a term expiring on
April 1, 2015, subject to the Initial Charterer's right to
terminate the Initial Charter on certain specified dates.
Chevron Transport is principally engaged in the marine
transportation of oil and refined petroleum products.  Chevron
Transport's primary transportation routes are from the Middle
East, Indonesia, Mexico, West Africa and the North Sea to ports
in the United States, Europe, the United Kingdom and Asia.
Chevron Transport has advised the Company that it expects to use
the Vessel worldwide as permitted under the Initial Charter.  The
obligations of the Initial Charterer under the Initial Charter
are guaranteed by Chevron Corporation ("Chevron"), a major
international oil company, pursuant to a guarantee (the "Chevron
Guarantee").  Chevron Transport is an indirect, wholly-owned
subsidiary of Chevron.

The Vessel is a single-hull oil carrier of approximately 150,000
deadweight tons and is presently registered under the Liberian
flag.  The Vessel was constructed under the supervision of the
Initial Charterer and designed to the Initial Charterer's
specifications to enhance safety and reduce operating and
maintenance costs, including such features as high performance
rudders, extra steel (minimal use of high tensile steels),
additional fire safety equipment, redundant power generation
equipment, extra coating and electrolytic corrosion monitoring
and protection systems, additional crew quarters to facilitate
added manning and a double-hull design patented by one of
Chevron's subsidiaries.  The builder of WILLIAM E. CRAIN was
Ishikawajima do Brasil Estaleiros S.A.

THE MANAGEMENT

The Company entered into a management agreement (the "Management
Agreement") with P.D. Gram & Co, a.s. (in such capacity, the
"Manager") to provide administrative, management and advisory
services to the Company and arrange for remarketing services, if
necessary, for the Vessel.  On March 31, 1999, P.D.Gram & Co,
a.s. resigned as Manager and Barber Ship Management resigned as
Technical Advisor and on the same date each was replaced by
Frontline Limited, pursuant to an assignment of the Management
Agreement.


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The Initial Charterer may elect to terminate the Initial Charter
on specified termination dates commencing in 2003.  If the
Initial Charter is terminated by the Initial Charterer, the
Manager, acting on behalf of the Company, will attempt to find an
acceptable replacement charter for the Vessel.  If an acceptable
replacement charter is commercially unavailable, the Manager will
solicit bids for the sale or recharter of the Vessel.  The
Manager's ability to obtain an acceptable replacement charter, to
sell the Vessel or recharter the Vessel will depend on market
rates for new and used vessels, both of which will depend on the
supply of and demand for tanker capacity for oil transportation,
and the advantages or disadvantages of the Vessel compared with
other vessels available at the time.

THE INTERNATIONAL TANKER MARKET

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

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

In order to benefit from economies of scale, tanker charterers
will typically charter the largest possible vessel to transport
oil or products, consistent with port and canal dimensional
restrictions and optimal cargo lot sizes.  The oil tanker fleet
is generally divided into the following five major types of
vessels, based on vessel carrying capacity: (i) ULCC-size range
of approximately 320,000 to 450,000 dwt; (ii) VLCC-size range of
approximately 200,000 to 320,000; (iii) Suezmax-size range of
approximately 120,000 to 200,000 dwt; (iv) Aframax-size range of
approximately 60,000 to 120,000 dwt; and (v) small tankers of


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less than approximately 60,000 dwt. ULCCs and VLCCs typically
transport crude oil in long-haul trades, such as from the Arabian
Gulf to Rotterdam via the Cape of Good Hope.  Suezmax tankers
also engage in long-haul crude oil trades as well as in medium-
haul crude oil trades, such as from West Africa to the East Coast
of the United States. Aframax-size vessels generally engage in
both medium-and short-haul trades of less than 1,500 miles and
carry crude oil or petroleum products.  Smaller tankers mostly
transport petroleum products in short-haul to medium-haul trades.

The shipping industry is highly cyclical, experiencing volatility
in profitability, vessel values and charter rates.  In
particular, freight and charterhire rates are strongly influenced
by the supply and demand for shipping capacity.  The tanker
market in general has been depressed for a number of years,
largely as a result of an excess of tonnage supply over demand.
In 1999, the Suezmax sector of the tanker market continued to
fluctuate and in the third quarter of 1999 fell to the lowest
level since 1994. This was also the result of substantially lower
volumes of oil transported due to the adherence by OPEC to their
agreed oil production cuts introduced at the start of 1999, the
fact that a high proportion of these cuts involved long-haul
Middle East oil, increased competition from the VLCC sector and
the draw of oil inventories. At the start of 2000, the Suezmax
market has seen some improvement as scrapping of older tonnage
has increased due to high bunker cost and the difficulties
finding cargoes for old tonnage. Tanker scrapping activity is
expected to continue at high levels given the current tanker
market weakness, the relatively high orderbook, the tanker fleet
age demographic, an expensive fifth special survey and stricter
environmental regulations.  Continued improvement in Suezmax
freight rates will be largely dependent on improvement in the
Asian economies, increased output from the OPEC countries and an
increase in the rate of scrapping older vessels.

There is no guarantee that Suezmax rates would be sufficient to
meet the debt service required if the bareboat charters entered
into with Chevron are not extended.  However, Suezmax rates are
still sufficient to meet the debt service required if the
bareboat charters entered into with Chevron are not extended.
The average daily time charter equivalent rates earned by modern
Suezmaxes in 1999 was $16,000 on a single voyage basis.

ENVIRONMENTAL AND OTHER REGULATIONS

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 has had a significant impact
on the operations of participants in the industry in the form of
increasingly more stringent inspection requirements, closer


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monitoring of pollution-related events, and generally higher
costs and potential liabilities for the owners and operators of
tankers.

The Vessel and the operation of the Vessel must comply with
extensive and changing environmental protection laws and
regulations.  Compliance with these laws and regulations may
entail significant expenses, including expenses for ship
modifications and changes in operating procedures.  These laws
and regulations could have a material adverse effect on the
business and the operations of the Company and any charterer of
the Vessel.  In particular, the United States Oil Pollution Act
of 1990, as amended ("OPA 90"), provides for strict liability for
owners, operators and demise charterers of any vessel for certain
oil pollution accidents in the waters of the United States.

OPA 90 established an extensive regulatory and liability regime
for the protection and cleanup of the environment from oil
spills.  OPA 90 affects all owners and operators whose vessels
trade to the United States or its territories or possessions or
whose vessels operate in United States waters, which include the
United States territorial sea and the two hundred nautical mile
exclusive economic zone of the United States.

Under OPA 90, vessel owners, operators and demise charterers are
"responsible parties" and are jointly, severally and strictly
liable (unless the spill results solely from the act or omission
of a third party (subject to certain statutory qualifications the
effects of which have not been determined by any judicial
interpretation), an act of God or an act of war) for all oil
spill containment and clean-up costs and other damages arising
from oil spills pertaining to their vessels.  These other damages
are defined broadly to include (i) natural resources damage and
the costs of assessment thereof, (ii)  real and personal property
damages, (iii) net loss of taxes, royalties, rents, fees and
other lost revenues, (iv) lost profits or impairment of earning
capacity due to property or natural resources damage, (v) net
cost of public services necessitated by a spill response, such as
protection from fire, safety or health hazards, and (vi) loss of
subsistence use of natural resources.  OPA 90 limits the
liability of responsible parties to the greater of $1,200 per
gross tonne or $10 million per tanker (subject to possible
adjustment for inflation).  These limits of strict liability
would not apply if the incident were proximately caused by
violation of applicable United States federal safety,
construction or operating regulations or by the responsible
party's gross negligence or willful misconduct, or if the
responsible party fails or refuses to report the incident or to
cooperate and assist in connection with oil removal activities.
Additionally, under OPA 90, the liability of responsible parties,
United States or foreign, with regard to oil pollution damage in


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the United States is not preempted by any international
convention.

Under OPA 90, with certain limited exceptions, all newly built or
converted tankers operating in United States waters must be built
with double hulls conforming to particular specifications.
Existing vessels which do not comply with the double hull
requirement must be phased out over a 20-year period (1995-2015)
based on size, age and place of off-loading, unless retrofitted
with double hulls.

Notwithstanding the phase-in period, OPA 90 currently permits
existing single hull tankers to operate until the year 2015 if
(i) their operations within United States waters are limited to
discharging at the Louisiana Offshore Oil Port ("LOOP") or off-
loading by means of lightering activities within authorized
lightering zones more than 60 miles off-shore and (ii) they are
otherwise in compliance with applicable laws and regulations.

OPA 90 expands the pre-existing financial responsibility
requirements for vessels operating in United States waters and
requires owners and operators of vessels to establish and
maintain with the US Coast Guard evidence of insurance or of
qualification as a self-insurer or other evidence of financial
responsibility sufficient to meet their potential strict
liability limit under OPA 90.  The US Coast Guard has adopted
regulations which require evidence of financial responsibility
equal to the strict liability limit demonstrated by insurance,
surety bond, self-insurance or guaranty.

The US Coast Guard's regulations concerning certificates of
financial responsibility provide, in accordance with OPA 90, that
claimants may bring suit directly against an insurer or guarantor
that furnishes certificates of financial responsibility; and, in
the event that such insurer or guarantor is sued directly, it is
prohibited from
asserting any defense that it may have had against the
responsible party and is limited to asserting those defenses
available to the responsible party and the defense that the
incident was caused by the willful misconduct of the responsible
party.  The Initial Charterer is responsible for furnishing and
maintaining evidence of financial responsibility with respect to
the Company's Vessel.

Owners or operators of tankers operating in United States waters
must file vessel response plans with the US Coast Guard and their
tankers must operate in compliance with their US Coast Guard
approved plans.  Such response plans must, among other things,
(i) identify and ensure, through contract or other approved
means, the availability of necessary private response resources
to respond to a "worst case" discharge, (ii) describe crew


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training and drills, and (iii) identify a qualified individual
with full authority to implement removal actions.  The Initial
Charterer is responsible for providing such a plan to the US
Coast Guard.  The Company believes that the Initial Charterer is
in compliance with that requirement.

OPA 90 specifically permits individual states to impose their own
liability regimes with regard to oil pollution incidents
occurring within their boundaries, and many states have enacted
legislation providing for unlimited liability for oil spills.  In
some cases, states which have enacted such legislation have not
yet issued implementing regulations defining tanker owners'
responsibilities under these laws.

The International Maritime Organization, an agency of the United
Nations (the "IMO"), has adopted regulations designed to reduce
oil pollution in international waters.  In complying with OPA 90,
the IMO regulations and other regulations that may be adopted,
the Company and any charterer of the Vessel may be forced to
incur additional costs in meeting new maintenance and inspection
requirements, in developing contingency arrangements for
potential spills and in obtaining insurance coverage.

RISK OF LOSS AND LIABILITY; INSURANCE

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

Under the Initial Charter, the Initial Charterer is entitled to
self-insure against marine and war risks relating to the Vessel
and against protection and indemnity risk relating to the Vessel
during the term of the Initial Charter and, accordingly,
investors in the Notes cannot rely on the existence of third-
party insurance.  There can be no assurance that all risks will
be adequately insured against, that any particular loss will be
covered or that the Company will be able to procure adequate


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insurance coverage at commercially reasonable rates in the
future.  In particular, stricter environmental regulations may
result in increased costs for, or the lack of availability of,
insurance against environmental damage or pollution.

The Initial Charterer, pursuant to the Initial Charter,
indemnifies the Company for a failure to maintain any financial
responsibility requirements relating to oil or other pollution
damage.  To the extent that the insurance is inadequate,
unavailable or not acquired (self-insured), the Initial Charterer
also indemnifies the Company to the extent losses, damages or
expenses are incurred by the Company relating to oil or other
pollution damage as a result of the operation of the Vessel by
the Initial Charterer.

Under OPA 90, vessel owners, operators and demise charterers are
"responsible parties" with strict liability on a joint and
several basis (subject to certain exceptions and qualifications)
for all oil spill containment and clean-up costs and other
damages arising from actual or threatened oil spills pertaining
to these vessels.  Although OPA 90 does not by its terms impose
liability on lenders or the holders of mortgages on vessels,
there is no specific exclusion for such entities under OPA 90.
In addition, if the Collateral Trustee of any Holder exercises
remedies and becomes an "owner'" or "operator" or "demise
charterer" of the Vessel following a Mortgage Event of Default,
such person or entity may be subject to liability as responsible
parties under OPA 90.  OPA 90 limits the liability of responsible
parties to the greater of $1,200 per gross ton or $10 million per
tanker (subject to possible adjustment for inflation); however,
that limit would not apply if the incident were proximately
caused by violation of applicable United States federal safety,
construction or operating regulations or by the responsible
party's gross negligence or willful misconduct, or if the
responsible party fails or refuses to report the incident or to
cooperate and assist in connection with oil removal activities.


ITEM 2.  DESCRIPTION OF PROPERTY

Other than the Vessel described above, the Company does not have
any property.

ITEM 3.  LEGAL PROCEEDINGS

The Company is not party to any legal proceedings, nor are there
any legal proceedings threatened against the Company, which are
material to its assets or businesses.





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ITEM 4.  CONTROL OF REGISTRANT

CalPetro Tankers (Bahamas III) Limited is a wholly-owned
subsidiary of California Tankers International Limited, a company
organized under the laws of the Bahamas, which is a wholly-owned
subsidiary of CalPetro Holdings Limited, an Isle of Man company.
The Company is ultimately controlled by Hemen as described in
Item 1. "The Company".  All the issued and outstanding shares of
capital stock of the Company are beneficially owned by CalPetro
Holdings Limited and have been pledged to the Chemical Trust
Company of California (the "Collateral Trustee") as part of the
collateral for the Notes.  The parent company has full voting
control over the Company subject to the rights of the Collateral
Trustee.

ITEM 5.  NATURE OF TRADING MARKET

There is no established trading market for the Serial First
Preferred Mortgage Notes and 8.52% First Preferred Mortgage Notes
due 2015.

ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY-HOLDERS

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

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

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

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







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ITEM 7.  TAXATION

BAHAMAS

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


ITEM 8.  SELECTED FINANCIAL DATA

The selected income statement data of the Company with respect to
the fiscal years ended December 31, 1999, 1998 and 1997, and the
selected balance sheet data with respect to the fiscal years
ended December 31, 1999 and 1998, 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 balance sheet data with respect to the year
ended December 31, 1997 and the selected income statement and
balance sheet data with respect to the year ended December 31,
1996 and the period ended December 31, 1995 has been derived from
audited financial statements of the Company not included herein.
The following table should also be read in conjunction with Item
9 "Management's Discussion and Analysis" and the Company's
audited financial statements and notes thereto included herein.
The Company's accounts are maintained in US dollars.
                                                           Period
                                  Year ended             April 1,
                                  December 31,    to December 31,
                         ________________________________________
                         1999     1998    1997     1996     1995
                         ________________________________________
                                  (US Dollars in thousands)
Income Statement Data
Total income              2,694    2,895   3,097    3,301   2,557
Net income                  149      152     197      217     198

Balance Sheet Data
Total assets             31,936   34,389  36,801   39,189  41,364
Long-term loans,
 including current       30,454   32,984  35,514   38,044  40,384
portion
Shareholders' equity        913      764     612      415     198







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ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

BUSINESS STRATEGY

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

The Vessel is under charter to the Initial Charterer for a period
ending April 1, 2015.  The Initial Charter contains a right of
termination that the Initial Charterer may exercise on any of the
four optional termination dates, beginning on April 1, 2003.  The
Initial Charter is a bareboat charter, pursuant to which the
Company is not liable for any expense in repairing or maintaining
the Vessel and the charterhire rate continues to be payable
notwithstanding, among other things, any loss or damage to the
Vessel (not amounting to a total loss).

RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED
DECEMBER 31, 1998

TOTAL REVENUES
Finance lease interest receivable for the year ended December 31,
1999 amounted to $2,609,000, compared with $2,813,000 for the
year ended December 31, 1998.

EXPENSES
Interest payable on the Term Loans and the Serial Loans amounted
to $2,463,000 for the year ended December 31, 1999.  The
amortization of discount on loans for the period amounted to


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$31,000.  The company amortises the discount over the life of the
loans.  The corresponding figures for the period to December 31,
1998 were $2,647,000 and $31,000, respectively.

YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED
DECEMBER 31, 1997

TOTAL REVENUES
Finance lease interest receivable for the year ended December 31,
1998 amounted to $2,813,000, compared with $3,015,000 for the
year ended December 31, 1997.

EXPENSES
Interest payable on the Term Loans and the Serial Loans amounted
to $2,647,000 for the year ended December 31, 1998.  The
amortization of discount on loans for the period amounted to
$31,000.  The company amortises the discount over the life of the
loans.  The corresponding figures for the period to December 31,
1997 were $2,827,000 and $31,000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

YEAR 2000

    The Vessels are provided with computers and have computerized
control systems.  Further the Vessels have equipment such as for
example navigational aids, communications systems, machinery
equipment, cargo measuring equipment and alarm systems that rely
on computers or embedded computer chips for proper function.

    The initial terms of the Charters extend beyond the year
2000.  The initial Charterer has assured the Company that it is
very aware of the year 2000 problem.  The Initial Charterer has
confirmed that in the dealings with the Vessels it has taken, and


                               12



<PAGE>

will continue to take, all reasonable steps to allow business
continuity into the year 2000 and beyond.

    The Owners have not incurred and do not expect to incur any
year 2000 related expenses.   At this stage no year 2000 problems
have been reported and should any problems arise the Initial
Charterer's obligation to pay charter hire is absolute.   This
absolute obligation includes circumstances where a Vessel should
be unfit for use due to computer related problems, should such
occur in spite of the Initial Charterer's diligent approach to
the preparations for the year 2000.  In addition, the Initial
Charterer is obliged to indemnify the relevant Owner and the
Company in respect of events arising through the term of the
Charters with respect to, among other things, all liabilities
claims and proceedings arising in any manner out of the operation
of the Vessels by the Initial Charterer with no exclusion of
events relating to computers or problems that could affect
computers at certain dates.  The Initial Charterer's obligations
as described above are guaranteed by the Chevron Guarantees.

    Additionally the Owners rely on the services of
internationally recognised banks and other institutions to make
payments and provide management services.   There have been no
year 2000 effects on these services to date, and any future
problems will be covered by normal commercial arrangements.   The
owners do not expect to incur any costs in this area.



























                               13



<PAGE>

ITEM 9 (A)    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

          (a) Quantitative information about market risk

         Quantitative information about market risk instruments
         at December 31, 1999 is as follows:

         i)   Serial Loans:

         The principal balances of the Serial Loans bear interest
         at rates ranging from 7.35% to 7.62% and mature over a
         seven year period beginning April 1, 2000.  The loans
         are reported net of the related discounts which are
         amortized over the term of the loans.

         The outstanding serial loans have the following
         characteristics:

            Principal due    Interest rate     Maturity date
                                                       $ 000

                    2,530            7.35%     April 1, 2000
                    2,530            7.44%     April 1, 2001
                    2,530            7.49%     April 1, 2002
                    2,530            7.55%     April 1, 2003
                    2,530            7.57%     April 1, 2004
                    2,530            7.60%     April 1, 2005
                    2,530            7.62%     April 1, 2006
                    _____

                   17,710
                    _____

         ii)  Term Loans:

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

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







                               14



<PAGE>

            Payment              Charter Not    Charter    Charter    Charter
               Date               Terminated Terminated Terminated Terminated
                                                   2006       2008       2010
                                        $000       $000       $000       $000

      April 1, 2007                    1,416        570      1,416      1,416
      April 1, 2008                    1,416        620      1,416      1,416
      April 1, 2009                    1,416        670        490      1,416
      April 1, 2010                    1,416        730        530      1,416
      April 1, 2011                    1,416        790        570        270
      April 1, 2012                    1,416        850        620        290
      April 1, 2013                    1,416        930        670        310
      April 1, 2014                    1,416      1,010        730        340
      April 1, 2015                    1,416      6,574      6,302      5,870
                                      ______     ______     ______     ______

                                      12,744     12,744     12,744     12,744
                                      ______     ______     ______     ______

   (b)   QUALITATIVE INFORMATION ABOUT MARKET RISK

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

ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS OF CALPETRO TANKERS (BAHAMAS
III) LIMITED

                               Age     Position

Tor Olav Troim                 37      Director and President
Alexandra Kate Blankenship     35      Director and Secretary

Tor Olav Troim has been a Director of Calpetro Tankers (Bahamas
III) Limited since 1998.  Mr. Troim serves as a Director and Vice
President of Frontline.  Mr. Troim also serves as a director of
Frontline AB, a wholly-owned subsidiary of Frontline, and is the
Chief Executive Officer of Frontline Management AS, which company
supports Frontline in the implementation of decisions made by the
Board of Directors.

Kate Blankenship has been a Director of Calpetro Tankers (Bahamas
III) Limited since 1998.  Mrs. Blankenship joined Frontline in
1994 and serves as Chief Accounting Officer and Secretary.  Prior
to joining Frontline she was a Manager with KPMG Peat Marwick in
Bermuda.  Mrs. Blankenship is a member of the Institute of
Chartered Accountants in England and Wales.



                               15



<PAGE>

ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

During the year ended December 31, 1999, the Company paid to its
directors and officers, total compensation of $3,000.00.


ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES

None.


ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

None.






































                               16



<PAGE>

                             PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

Inapplicable
                            PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR
         REGISTERED SECURITIES AND USE OF PROCEEDS

None.

                             PART IV


ITEM 17.   FINANCIAL STATEMENTS

Inapplicable.


ITEM 18. FINANCIAL STATEMENTS

See pages F-1 through F-7, incorporated herein by reference.


ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements, together with the report
thereon of Ernst & Young, are filed as part of this Annual
Report:

                                                             Page

Report of Independent Auditors                                F-1


Statement of Income for the years ended December 31, 1999,    F-2
1998 and 1997


Balance Sheet as at December 31, 1999 and 1998                F-3


Statement of Cash Flows for the years ended December 31,      F-4
1999, 1998 and 1997



                               17



<PAGE>

Notes to the Financial Statements                             F-5




















































                               18



<PAGE>

             CALPETRO TANKERS (BAHAMAS III) LIMITED


REPORT OF INDEPENDENT AUDITORS


THE SHAREHOLDERS AND BOARD OF DIRECTORS OF CALPETRO TANKERS
(BAHAMAS III) LIMITED

    We have audited the accompanying balance sheet of Calpetro
Tankers (Bahamas III) Limited as of December 31, 1999 and 1998
and the related statements of income and cash flows for each of
the three years in the period ended December 31, 1999.  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 United Kingdom
auditing standards which do not differ in any significant respect
from United States generally accepted auditing standards.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.


    In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Calpetro Tankers (Bahamas III) Limited at December 31, 1999
and 1998, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999
in conformity with accounting principles generally accepted in
the United States.



                                  Ernst & Young
Douglas, Isle of Man              Chartered Accountants



June 21, 2000








<PAGE>

             CALPETRO TANKERS (BAHAMAS III) LIMITED

                       STATEMENT OF INCOME



                                                              Year ended
                                                              December 31,
(US Dollars in thousands)             Notes       1999       1998      1997

Income

Finance lease interest                 2(b)      2,609      2,813     3,015

Bank interest                                       54         51        51
Recognition of unearned finance
  lease income                         2(b)         31         31        31

                                                 _____      _____     _____

                                                 2,694      2,895     3,097

Expenses

Interest expense                          3     (2,463)    (2,647)   (2,827)

General and administrative expenses                (51)       (65)      (42)

Amortization of discount on loans      2(d)        (31)       (31)      (31)
                                                ______     ______    ______

Income before taxes                                149        152       197
Provision for taxes                    2(e)          -          -         -
                                                ______     ______    ______
Net income for the year                            149        152       197
                                                ======     ======    ======




















<PAGE>

                   CALPETRO TANKERS (BAHAMAS III) LIMITED

                                BALANCE SHEET

                                                              December 31,
(US Dollars in thousands)                        Notes      1999       1998

Assets

Current assets:
Cash and cash equivalents                                  1,442      1,408
Current portion of net investment
 in direct financing leases                       2(b)     2,456      2,436
Interest receivable                                          628        679
Other current assets                                          22         22
                                                          ______     ______

Total current assets                                       4,548      4,545

Net investment in direct financing leases         2(b)    27,151     29,576
Discount on loans less amortization               2(d)       237        268
                                                          ______     ______

Total assets                                              31,936     34,389
                                                          ======     ======
Liabilities and stockholders' equity

Current liabilities:
Accrued interest                                             555        616
Current portion of serial loans                      4     2,530      2,530
Other liabilities                                             14         25
                                                          ______     ______

Total current liabilities                                  3,099      3,171

Long-term loans                                      4    27,924     30,454
                                                          ______     ______

Total liabilities                                         31,023     33,625
                                                          ______     ______

Stockholders' equity:
Common stock: 1,000 shares authorized;
100 shares of $1 par value issued and
outstanding                                                    -          -
                                                          ______      _____

Retained earnings                                            913        764
                                                          ______     ______

Total stockholders' equity                                   913        764





<PAGE>

                                                          ______     ______

Total liabilities and stockholders' equity                31,936     34,389
                                                          ======     ======




















































<PAGE>

                   CALPETRO TANKERS (BAHAMAS III) LIMITED

                           STATEMENT OF CASH FLOWS

                                                                Year ended
                                                                December 31,
                                                   1999      1998      1997
(US Dollars in thousands)

Cash Flows from Operating Activities:

         Net income                                 149      152        197
         Adjustments to reconcile net income
         to net cash provided by operating
         activities:
             Amortization of discount on loans       31       31         31
             Recognition of unearned income         (31)     (31)       (31)
             Changes in assets and liabilities
             Accounts receivable                     51       51         49
             Accounts payable                       (72)     (34)       (55)
                                                   ____     ____       ____

             Net cash provided by operating
               activities                           128      169        191
                                                   ____     ____       ____
Cash Flows from Investing Activities:

    Repayment of direct finance leases            2,436    2,415      2,393
                                                  _____    _____      _____

    Net cash from investing activities            2,436    2,415      2,393
                                                  _____    _____      _____

Cash Flows from Financing Activities

             Serial loans redeemed               (2,530)  (2,530)    (2,530)
                                                  _____    _____      _____
         Net cash used in financing activities   (2,530)  (2,530)    (2,530)

                                                  _____    _____      _____

Net increase in cash and cash equivalents            34       54         54

Cash and cash equivalents at start of year        1,408    1,354      1,300
                                                  _____    _____      _____

Cash and cash equivalents at end of year          1,442    1,408      1,354
                                                 ======   ======     ======








<PAGE>


             CALPETRO TANKERS (BAHAMAS III) LIMITED

                NOTES TO THE FINANCIAL STATEMENTS

1.   BASIS OF PREPARATION

     The company, which was incorporated in the Bahamas on May
     13, 1994 is one of four companies: Calpetro Tankers (Bahamas
     I) Limited, Calpetro Tankers (Bahamas II) Limited each of
     which is incorporated in the Bahamas and Calpetro Tankers
     (IOM) Limited which is incorporated in the Isle of Man.
     Each of the Companies (the "Owners") has been organized as a
     special purpose company for the purpose of acquiring one of
     the four recently constructed oil tankers from Chevron
     Transport Corporation (the "Initial Charterer") and for
     which long-term charter agreements have been signed with the
     Initial Charterer.  California Petroleum Transport
     Corporation acting as agent on behalf of the Owners issued
     as full recourse obligations Term Mortgage Notes and Serial
     Mortgage Notes.  These statements reflect the net proceeds
     from the sale of the Term Mortgage Notes together with the
     net proceeds from the sale of the Serial Mortgage Notes
     having been applied by way of long-term loans to the Owners
     to fund the acquisition of the Vessels from the Initial
     Charterer.

2.   PRINCIPAL ACCOUNTING POLICIES

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


     (A)  ACCOUNTING CONVENTION
          The financial statements are prepared under the
          historical cost convention.

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








<PAGE>

             CALPETRO TANKERS (BAHAMAS III) LIMITED

                NOTES TO THE FINANCIAL STATEMENTS

                           (CONTINUED)

          Primary rental income from finance leased contracts
          after setting aside amounts for amortization of the
          investment in finance leases over the primary period of
          the lease is apportioned between the finance element
          which is determined by spreading interest and charges
          over the period of repayment in proportion to the net
          cash investment and is allocated to the Statement of
          Income and the capital element which reduces the
          outstanding obligations for future instalments.

     (c)  INTEREST PAYABLE RECOGNITION
          Interest payable on the Term Loans and on the Serial
          Loans is accrued on a daily basis.

     (d)  DISCOUNT ON LOANS
          Discount on issue of the long-term debt which comprises
          the Term Loans and Serial Loans is being amortized over
          the respective periods to maturity of the debt as
          described in Note 4.

     (e)  INCOME TAXES
          The company is not liable to income taxes in the
          Bahamas.

     (f)  CASH EQUIVALENTS
          The company considers all highly liquid investments
          with a maturity date of three months or less when
          purchased to be cash equivalents.

     (g)  REPORTING CURRENCY
          The reporting currency is United States dollars.  The
          functional currency is United States dollars.


3.   INTEREST EXPENSE

                                              Year ended
                                             December 31,
                                        1999      1998     1997
                                       $ 000     $ 000    $ 000

     Long-term loans                   2,463     2,467    2,827
                                       =====     =====    =====







<PAGE>

             CALPETRO TANKERS (BAHAMAS III) LIMITED

                NOTES TO THE FINANCIAL STATEMENTS

                           (CONTINUED)

4.   LONG-TERM LOANS
                                                  1999     1998
                                                 $ 000     $000
     Opening balance                            30,454   32,984
     Less:  current portion                      2,530    2,530
                                                ______   ______

     Long-term loans                            27,924   30,454
                                                ======   ======

     The fair value of the long-term loans approximates to their
     carrying value.

     (a)  SERIAL LOANS
          The serial loans have the following characteristics:

        Principal due          Interest Rate     Maturity Date
          on maturity
                $ 000

                2,530             7.35%          April 1, 2000
                2,530             7.44%          April 1, 2001
                2,530             7.49%          April 1, 2002
                2,530             7.55%          April 1, 2003
                2,530             7.57%          April 1, 2004
                2,530             7.60%          April 1, 2005
                2,530             7.62%          April 1, 2006
               ______
               17,710
              =======

    Interest is payable semi-annually.


     (b)  TERM LOANS
          The Term Loans bear interest at a rate of 8.52% per
          annum.  Interest is payable semi-annually.   Principal
          is repayable on the Term Loans in accordance with a
          twelve year sinking fund schedule.

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





<PAGE>

             CALPETRO TANKERS (BAHAMAS III) LIMITED

                NOTES TO THE FINANCIAL STATEMENTS

                           (CONTINUED)


       Payment  Charter Not     Charter     Charter      Charter
          Date   Terminated  Terminated  Terminated   Terminated
                                   2006        2008         2010
                       $000        $000        $000         $000

 April 1, 2007        1,416         570       1,416        1,416
 April 1, 2008        1,416         620       1,416        1,416
 April 1, 2009        1,416         670         490        1,416
 April 1, 2010        1,416         730         530        1,416
 April 1, 2011        1,416         790         570          270
 April 1, 2012        1,416         850         620          290
 April 1, 2013        1,416         930         670          310
April 1, 2014         1,416       1,010         730          340
April 1, 2015         1,416       6,574       6,302        5,870
                     ______      ______      ______       ______

                     12,744      12,744      12,744       12,744
                     ______      ______      ______       ______

Total Long-Term
Loans                30,454      30,454      30,454       30,454
                    =======     =======     =======      =======

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










<PAGE>

                           SIGNATURES



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





             CALPETRO TANKERS (BAHAMAS III) LIMITED


                           Registrant




                 /s/ Alexandra Kate Blankenship

                   Alexandra Kate Blankenship
                            Director






Date:  June 26, 2000





















                              F-10
02089006.AC5