UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC. 20549





FORM
20-F





(Mark
One)





o
            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, 2008




OR





o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d)OF
      THE SECURITIES EXCHANGE ACT OF 1934For
      the transition period from





OR





o
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934




Date
      of event requiring this shell company report


Commission
      file number
            033-79220-03





CALPETRO
      TANKERS (BAHAMAS III) LIMITED(Exact
      name of Registrant as specified in its charter)(Translation
      of Registrant's name into English)Bahamas(Jurisdiction
      of incorporation or organization)Mareva
      House, 4 George Street, PO Box N-3937, Nassau Bahamas(Address
      of principal executive offices)








Georgina
      Sousa,Telephone: (1) 441 295 6935, Facsimile: (1) 441 295
3494
              Par-la-Ville
      Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda(Name,
      Telephone, E-mail and/or Facsimile number and Address of Company Contact
      Person)





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


Title
      of each class
            
            Name
      of each exchange on which registeredNone
            
            Not
      applicable


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




None(Title
      of Class)


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





None(Title
      of Class)


Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual
report.




Unclassified
common shares: 100 shares par value of $1 per share





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




Yes
      o
            No
      x




If
this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.




Yes
      o
            No
      x




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
      o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).




Yes
      o
            No
      o




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




Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer x





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:




U.S.
      GAAP x
                International
      Financial Reporting Standards o
                Other
      o


If
"Other" has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to
follow:




Yes
      o
            No
      o




If
this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).
  Yes
      o
              No
      x










INDEX
      TO REPORT ON FORM 20-F
            Page





PART
      IItem
      1.
            Identity
      of Directors, Senior Management and Advisers
            1Item
      2.
            Offer
      Statistics and Expected Timetable
            1Item
      3.
            Key
      Information
            1Item
      4.
            Information
      on the Company
            9Item
      4A.
            Unresolved
      Staff Comments
            23Item
      5.
            Operating
      and Financial Review and Prospects
            23Item
      6.
            Directors,
      Senior Management and Employees
            28Item
      7.
            Major
      Shareholders and Related Party Transactions
            29Item
      8.
            Financial
      Information
            30Item
      9.
            The
      Offer and Listing
            30Item
      10.
            Additional
      Information
            30Item
      11.
            Quantitative
      and Qualitative Disclosures about Market Risk
            32Item
      12.
            Description
      of Securities Other than Equity Securities
            32PART
      IIItem
      13.
            Defaults,
      Dividend Arrearages and Delinquencies
            33Item
      14.
            Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds
            33Item
      15(T).
            Controls
      and Procedures
            33Item
      16.
            Reserved
            34Item
      16A.
            Audit
      Committee Financial Expert
            34Item
      16B.
            Code
      of Ethics
            34Item
      16C.
            Principal
      Accountant Fees and Services
            34Item
      16D.
            Exemptions
      from the Listing Rules for Audit Committees
            35Item
      16E.
            Purchases
      of Equity Securities by the Issuer and Affiliated
    Purchasers
            35Item
      16F.
            Change
      in Registrant's Certifying Accountant
            35Item
      16G.
            Corporate
      Governance
            35PART
      IIIItem
      17.
            Financial
      Statements
            36Item
      18.
            Financial
      Statements
            36Item
      19.
            Exhibits
            37








CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




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




CalPetro
Tankers (Bahamas III) Limited (the "Company") desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
and is including this cautionary statement in connection with this safe harbor
legislation. This document and any other written or oral statements made by us
or on our behalf may include forward-looking statements, which reflect our
current views with respect to future events and financial performance. The words
"believe," "anticipate," "intends," "estimate," "forecast," "project," "plan,"
"potential," "should," "expect" and similar expressions identify forward-looking
statements.




The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management's examination of historical operating trends, data
contained in our records and other data available from third parties. Although
we believe that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.




In
addition to these important factors and matters discussed elsewhere herein and
in the documents incorporated by reference herein, important factors that, in
our view, could cause actual results to differ materially from those discussed
in the forward-looking statements include the strength of world economies,
fluctuations in currencies and interest rates, general market conditions,
including fluctuations in charterhire rates and vessel values, changes in demand
in the tanker market, changes in worldwide oil production and consumption and
storage, changes in the company's operating expenses, changes in governmental
rules and regulations or actions taken by regulatory authorities, potential
liability from pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due to accidents
or political events, and other important factors described from time to time in
the reports filed by CalPetro Tankers (Bahamas III) Limited with the Securities
and Exchange Commission, or Commission.





PART
I




Item
1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS




Not
applicable.




Item
2.  OFFER STATISTICS AND EXPECTED TIMETABLE




Not
applicable.




Item
3.  KEY INFORMATION




Throughout
this report, the "Company," "we," "us" and "our" all refer to CalPetro Tankers
(Bahamas III) Limited. We use the term deadweight ton, or dwt, in describing the
size of vessels. Dwt, expressed in metric tons, each of which is equivalent to
1,000 kilograms, refers to the maximum weight of cargo and supplies that a
vessel can carry. Unless otherwise indicated, all references to "USD" and "$" in
this report are to, and amounts are presented in, U.S. dollars.




A.
Selected Financial Data




The
selected statement of operations data of the Company with respect to the fiscal
years ended December 31, 2008, 2007 and 2006, and the selected balance sheet
data with respect to the fiscal years ended December 31, 2008 and 2007, 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, 2005 and 2004, and the selected balance sheet
data with respect to the fiscal year ended December 31, 2006, 2005 and 2004,
have been derived from audited financial statements of the Company not included
herein. The following table should also be read in conjunction with Item 5
"Operating and Financial Review and Prospects" and the Company's audited
financial statements and notes thereto included herein. The Company's accounts
are maintained in U.S. dollars.





Fiscal
      Years ended December 31,2008
                
                
                2007
                
                
                2006
                
                
                2005
                
                
                2004(in
      thousands of $, except share data)Statement
      of operations data:Total
      operating revenues
                
                
                2,894
                
                
                
                3,093
                
                
                
                2,255
                
                
                
                1,381
                
                
                
                1,596Net
      income (loss)
                
                
                1,985
                
                
                
                2,385
                
                
                
                1,335
                
                
                
                (41
                )
                
                
                8Per
      share data:Dividends
      per share
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Balance
      sheet data:Total
      assets
                
                
                18,575
                
                
                
                16,658
                
                
                
                18,789
                
                
                
                16,861
                
                
                
                19,482Current
      portion of long-term debt
                
                
                444
                
                
                
                -
                
                
                
                570
                
                
                
                2,530
                
                
                
                2,530Long-term
      debt
                
                
                10,884
                
                
                
                11,328
                
                
                
                12,174
                
                
                
                12,744
                
                
                
                15,274Stockholder's
      equity
                
                
                6,946
                
                
                
                4,961
                
                
                
                2,576
                
                
                
                1,241
                
                
                
                1,282Number
      of shares
                
                
                100
                
                
                
                100
                
                
                
                100
                
                
                
                100
                
                
                
                100





B.           Capitalization
and Indebtedness




Not
applicable.




C.           Reasons
for the offer and use of proceeds




Not
applicable.




1


D.           Risk
Factors




We
are currently engaged in leasing a vessel that is involved in the transportation
of crude oil and oil products. Our vessel the Front Voyager, or our Vessel, is
currently operated under a bareboat charter, or the Charter  to Front
Voyager Inc., or the Charterer, a subsidiary of Frontline Ltd., or Frontline.
Frontline is our ultimate parent company. The Vessel was previously chartered to
Chevron Transport Corporation, which we refer to as Chevron , until they gave
irrevocable notice to terminate the Charter on April 21, 2005, effective April
1, 2006. Our Vessel was then subsequently chartered by Front Voyager Inc. from
April 1, 2006 for an initial two year period with a further seven annual
optional periods. On March 25, 2009, Front Voyager Inc. exercised its option to
extend the charter for an additional year to April 1, 2010.





The
following summarizes some of the risks that may materially affect our business,
financial condition or results of operations.







Our
Charter may be terminated on April 1, 2010. If the Charter is terminated on this
date,  we may incur additional expenses and not be able to re-charter
our Vessel profitably




The
term of the Charter expired on April 1, 2009. On March 25, 2009, the Charterer
exercised its option to extend the charter for the second one year optional
period beginning April 1, 2009. As a consequence, the Charterer presently holds
options to re-charter the Vessel for five additional one-year periods until
April 1, 2015. The Charterer may choose not to re-charter the Vessel in the
future.





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




If
the Charterer should decide not to extend the Charter in April 2010 or later on,
we will attempt to arrange an acceptable replacement charter, or may sell our
Vessel to satisfy our obligations under the Term Loans. Replacement charters may
include shorter-term time charters and employing our Vessel on the spot charter
market (which is subject to greater fluctuation than the time charter market).
Any replacement charter may bring us lower charter rates and would likely
require us to incur greater expenses which may reduce the amounts available, if
any, to pay principal and interest on the Term Notes, defined
below.




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




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




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




Our
Vessel is a non-double hull tanker. The United States, the European Union and
the International Maritime Organization, or IMO, have all imposed limits or
prohibitions on the use of these types of tankers in specified markets after
certain target dates, depending on certain factors such as the size of the
vessel and the type of cargo. In the case of our non-double hull tanker, these
phase out dates range from 2010 to 2015. As of April 15, 2005, the Marine
Environmental Protection Committee of the IMO has amended the International
Convention for the Prevention of Pollution from Ships to accelerate the phase
out of certain categories of single hull tankers, including our type of vessel,
from 2015 to 2010 unless the relevant flag states extend the date. This change
could result in non-double hull tankers being unable to trade in many markets
after 2010. The phase out of single hull tankers will also




2


reduce
the demand for single hull tankers, force the remaining single hull tankers into
employment on less desirable trading routes and increase the number of tankers
trading on those routes. As a result, single hull tankers are likely to be
chartered less frequently and at lower rates. Moreover, the IMO may still adopt
regulations in the future that could adversely affect the useful life of the
non-double hull vessel as well as our ability to generate income which will
affect our ability to service our debt.




We
are dependent on our Charterer Front Voyager Inc.




We
are dependent on the performance by the Charterer of its obligations under the
Charter. A failure by the Charterer to perform its obligations could result in
our inability to service the Term Loan. If the Notes holders had to enforce the
mortgages securing the Notes, defined below, they may not be able to recover the
principal and interest owed to them.




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




Historically,
the tanker industry has been highly cyclical, with volatility in profitability
and asset values resulting from changes in the supply of, and demand for, tanker
capacity. If the tanker market is depressed, in the future our earnings and
available cash flow may decrease. Our ability to re-charter our Vessel on the
expiration of the Charter, and the charter rates payable under any renewal or
replacement charter, 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
factors affecting the supply and demand for oil tankers are outside of our
control, and the nature, timing and degree of changes in industry conditions are
unpredictable. The factors that influence demand for tanker capacity
include:




·
            demand
      for oil and oil products;




·
            global
      and regional economic and political
conditions;




·
            changes
      in oil production and refining
capacity;




·
            environmental
      and other regulatory developments;




·
            the
      distance oil and oil products are to be moved by sea;
  and




·
            changes
      in seaborne and other transportation
patterns.




The
factors that influence the supply of tanker capacity include:


·
              the
      number of newbuilding
deliveries;


·
            the
      scrapping rate of older vessels;




·
            port
      or canal congestion;




·
            vessel
      casualties;




·
            price
      of steel;




·
            potential
      conversion of vessels to alternative
use;




·
            the
      number of vessels that are out of service;
and




3







·
            changes
      in environmental and other regulations that may effectively cause
      reductions in the carrying capacity of vessels or early obsolescence of
      tonnage.




Any decrease in
shipments of crude oil may adversely affect our financial performance
at the end
of the Charter




The
demand for oil tankers derives primarily from demand for Arabian Gulf and West
African crude oil, along with crude oil from the Former Soviet Union, or the
FSU, which, in turn, primarily depends on the economies of the world's
industrial countries and competition from alternative energy sources. A wide
range of economic, social and other factors can significantly affect the
strength of the world's industrial economies and their demand for crude oil from
the mentioned geographical areas. One such factor is the price of worldwide
crude oil. The world's oil markets have experienced high levels of volatility in
the last 25 years. In July 2008, oil
prices rose to a high of approximately $143 per barrel before decreasing to
approximately $38 per barrel by the end of December 2008.







Any
decrease in shipments of crude oil from the above mentioned geographical areas
would have a material adverse effect on our financial performance. Among the
factors which could lead to such a decrease are:




·
            increased
      crude oil production from other
areas;




·
            increased
      refining capacity in the Arabian Gulf, West Africa or the
    FSU;




·
            increased
      use of existing and future crude oil pipelines in the Arabian Gulf, West
      Africa and FSU;




·
            a
      decision by Arabian Gulf, West African and FSU oil-producing nations to
      increase their crude oil prices or to further decrease or limit their
      crude oil production;




·
            armed
      conflict in the Arabian Gulf and West Africa and political or other
      factors; and




·
            the
      development and the relative costs of nuclear power, natural gas, coal and
      other alternative sources of
energy.




An
over-supply of tanker capacity may lead to reductions in charter rates, vessel
values, and profitability when the Charter expires




The
market supply of tankers is affected by a number of factors such as demand for
energy resources, oil, and petroleum products, as well as strong overall
economic growth in parts of the world economy including Asia. If the capacity of
new ships delivered exceeds the capacity of tankers being scrapped and lost,
tanker capacity will increase. If the supply of tanker capacity increases and
the demand for tanker capacity does not increase correspondingly, charter rates
could materially decline. A reduction in charter rates may have a material
adverse effect on our results of operations when the Charter
expires.




Disruptions
in world financial markets and the resulting governmental action in the United
States and in other parts of the world could have a material adverse impact on
our results of operations, financial condition and cash flows




Over
the last year, global financial markets have experienced extraordinary
disruption and volatility following adverse changes in the global credit
markets. The credit markets in the United States have experienced significant
contraction, deleveraging and reduced liquidity, and governments around the
world have taken highly significant measures in response to such events,
including the enactment of the Emergency Economic Stabilization Act of 2008 in
the United States, and may implement other significant responses in the
future.




Securities
and futures markets and the credit markets are subject to comprehensive
statutes, regulations and other requirements. The Securities and Exchange
Commission, other regulators, self-regulatory organizations and




4


exchanges
have enacted temporary emergency regulations and may take other extraordinary
actions in the event of market emergencies and may effect permanent changes in
law or interpretations of existing laws. Recently, a number of financial
institutions have experienced serious financial difficulties and, in some cases,
have entered into bankruptcy proceedings or are in regulatory enforcement
actions. These difficulties have resulted, in part, from declining markets for
assets held by such institutions, particularly the reduction in the value of
their mortgage and asset-backed securities portfolios. These difficulties have
been compounded by a general decline in the willingness by banks and other
financial institutions to extend credit.




We
face risks attendant to changes in economic environments and instability in
securities markets around the world, among other factors. Major market
disruptions and the current adverse changes in market conditions and regulatory
climate in the United States and worldwide may adversely affect our business or
impair our ability to borrow amounts under any future financial arrangements. We
cannot predict how long the current market conditions will last. However, these
recent and developing economic and governmental factors may have a material
adverse effect on our results of operations, financial condition or cash
flows.




We
operate in the highly competitive international tanker market which could affect
our position when the Charter expires




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 us.
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 Charter we
are not exposed to the risk associated with this competition. At the end of the
Charter, we will have to compete with other tanker owners, including major oil
companies as well as independent tanker companies for charters. Due in part to
the fragmented tanker market, competitors with greater resources could enter and
operate larger fleets through acquisitions or consolidations and may be able to
offer better prices and fleets, which could result in our achieving lower
revenues from our Suezmax oil tanker.




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




Our
operations are affected by extensive and changing international, national, state
and local laws, regulations, treaties, conventions and standards in force in
international waters, the jurisdictions in which our Vessel operates and the
country in which our Vessel is registered, including those governing the
management and disposal of hazardous substances and wastes, the cleanup of oil
spills and other contamination, air emissions, water discharges and ballast
water management. These regulations include the United States Oil Pollution Act
of 1990, or OPA, the United States Clean Air Act and United States Clean Water
Act, the United States Marine Transportation Security Act of 2002, the
International Convention on Civil Liability for Oil Pollution Damage of 1969, as
amended, or CLC, the International Convention for the Prevention of Pollution
from Ships of 1975, the International Convention for the Safety of Life at Sea
of 1974, or SOLAS, the International Convention on Load Lines of 1966, or LL
Convention, and implementing regulations adopted by the International Maritime
Organization, or IMO (the United Nations agency for maritime safety and the
prevention of pollution by vessels), the European Union, and other
international, national and local regulatory bodies.




In
addition, vessel classification societies also impose significant safety and
other requirements on our Vessel. In complying with current and future
environmental requirements, vessel-owners and operators such as ourselves may
also incur significant additional costs in meeting new maintenance and
inspection requirements, in developing contingency arrangements for potential
spills and in obtaining insurance coverage. Government regulation of vessels,
particularly in the areas of safety and environmental requirements, can be
expected to become stricter in the future and require us to incur significant
capital expenditures on our Vessel to keep it in compliance, or even to scrap or
sell our Vessel altogether. For example, various jurisdictions, including the
United States, are considering or have enacted legislation imposing more
stringent requirements on air emissions and ballast water discharges from
vessels.




5







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




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




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




Extensive
and changing environmental laws and other regulations, compliance with which may
entail significant expenses, including expenses for ship modifications and
changes in operating procedures, affect the operation of our Vessel. Although
the Charterer is responsible for all operational matters and bears all these
expenses during the term of the Charter, these expenses could have an adverse
effect on our business operations at any time after the expiration of the
Charter or in the event the Charterer fails to make a necessary
payment.




We
may not have adequate insurance at the end of the Charter




There
are a number of risks associated with the operation of oceangoing vessels,
including mechanical failure, collision, human error, war, terrorism, property
loss, cargo loss or damage and business interruption due to political
circumstances in foreign countries, hostilities and labor strikes. Any of these
events may result in loss of revenues, increased costs and decreased cash flows.
In addition, following the terrorist attack in New York City on September 11,
2001, and the military response of the United States, the likelihood of future
acts of terrorism may increase, and our Vessel may face higher risks of attack.
Future hostilities or other political instability, as shown by the attack on the
Limburg in Yemen in
October 2002, could affect our trade patterns and adversely affect our
operations and our revenues, cash flows and profitability. In addition, the
operation of any vessel is subject to the inherent possibility of marine
disaster, including oil spills and other environmental mishaps, and the
liabilities arising from owning and operating vessels in international
trade.




Under
the Charter, the Charterer bears all risks associated with the operation of our
Vessel including the total loss of our Vessel. However, we cannot assure holders
of the Notes that we will adequately insure against all risks at the end of the
Charter if the Charter does not exercise its purchase option. We may not be able
to obtain adequate insurance coverage at reasonable rates for our Vessel in the
future and the insurers may not pay particular claims. For example, a
catastrophic spill could exceed our insurance coverage and have a material
adverse effect on our financial condition. In addition, we may not be able to
procure adequate insurance coverage at commercially reasonable rates in the
future and we cannot guarantee that any particular claim will be paid. In the
past, new and stricter environmental regulations have led to higher costs for
insurance covering environmental damage or pollution, and new regulations could
lead to similar increases or even make this type of insurance unavailable.
Furthermore, even if insurance coverage is adequate to cover our losses, we may
not be able to timely obtain a replacement ship in the event of a loss. We may
also be subject to calls, or premiums, in amounts based not only on our own
claim records but also the claim records of all other members of the protection
and indemnity associations through which we receive indemnity insurance
coverage




6


for
tort liability. Our payment of these calls could result in significant expenses
to us that could reduce our cash flows and place strains on our liquidity and
capital resources.




Acts
of piracy on oceangoing vessels have recently increased in frequency, which
could adversely affect our business




Acts
of piracy have historically affected oceangoing vessels trading in regions of
the world such as the South China Sea and in the Gulf of Aden off the coast of
Somalia. Throughout 2008 and the first quarter of 2009, the frequency of piracy
incidents against commercial shipping vessels increased significantly,
particularly in the Gulf of Aden off the coast of Somalia. For example, in
November 2008, the M/V Sirius
Star, a tanker vessel not affiliated with us, was captured by pirates in
the Indian Ocean while carrying crude oil estimated to be worth $100 million. If
these pirate attacks result in regions in which our Vessel are deployed being
characterized as "war risk" zones by insurers, as the Gulf of Aden temporarily
was in May 2008, premiums payable for such coverage could increase significantly
and such insurance coverage may be more difficult to obtain. In addition, crew
costs, including due to employing onboard security guards, could increase in
such circumstances. We may not be adequately insured to cover losses from these
incidents, which could have a material adverse effect on us. In addition, any of
these events may result in loss of revenues, increased costs and decreased cash
flows to the Charterer, which could impair its ability to make payments to us
under our Charter.




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




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




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




A
government could requisition for title or seize our Vessel. Requisition for
title occurs when a government takes control of a vessel and becomes her owner.
Also, a government could requisition our Vessel for hire. Requisition for hire
occurs when a government takes control of a vessel and effectively becomes her
charterer at dictated charter rates. Generally, requisitions occur during a
period of war or emergency. This amount could be materially less than the
charterhire that would have been payable otherwise. In addition, we would bear
all risk of loss or damage to a vessel under requisition for hire. Government
requisition of our Vessel would negatively impact our revenues and therefore
impact our ability to service our debt.




Our
operations outside the United States expose us to global risks that may
interfere with the operation of our Vessel




We
are an international company and primarily conduct our operations outside of the
United States. Changing economic, regulatory, political and governmental
conditions in the countries where we are engaged in business or where our Vessel
is registered affect us. Hostilities or other political instability in regions
where our Vessel trades could affect our trade patterns and adversely affect our
operations and performance. The terrorist attacks against targets in the United
States on September 11, 2001 and the military response by the United States has
increased the likelihood of acts of terrorism worldwide. Acts of terrorism,
regional hostilities or other political instability, as shown by the attack on
the Limburg in Yemen in
October 2002, attacks on oil pipelines during and subsequent to the Iraq war in
2003 and attacks on expatriate workers in the Middle East could adversely affect
the oil trade and reduce our revenue or increase our expenses.




7







Our
Vessel may call on ports located in countries that are subject to restrictions
imposed by the United States government




The
Charter is a bareboat charter and, from time to time, our Vessel may call on
ports located in countries subject to sanctions and embargoes imposed by the
United States government and countries identified by the United States
government as state sponsors of terrorism. Although these sanctions and
embargoes do not prevent our Vessel from making calls to ports in these
countries, potential investors could view such port calls negatively, which
could adversely affect our reputation and the market for the Notes, defined
below. Investor perception of the value of the Notes may be adversely affected
by the consequences of war, the effects of terrorism, civil unrest and
governmental actions in these and surrounding countries.




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, defined below, are not listed on any national securities exchange 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 them, 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 of 1933, as amended and the Securities Exchange Act of 1934,
as amended. We cannot assure you that an active trading market will exist for
the Notes or that any market for the Notes will be liquid.




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




We
are highly leveraged. As of December 31, 2008, we had $11.3 million in total
indebtedness outstanding and stockholders' equity of $6.9 million. The degree to
which we are leveraged could have important consequences for the holders of the
Notes, including:




·
            we
      may have trouble withstanding competitive pressures and responding to
      changing business conditions;




·
            we
      may be more vulnerable than others in the event of a downturn in general
      economic conditions or in our business;
and




·
            we
      may be more highly leveraged than other tanker owners with which we
      compete, which may put us at a competitive
  disadvantage.




Because
our offices and most of our assets are outside the United States, you may not be
able to bring suit against us, or enforce a judgment obtained against us in the
United States




Our
executive offices, administrative activities and assets are located outside the
United States. As a result, it may be more difficult for investors to effect
service of process within the United States upon us, or to enforce both in the
United States and outside the United States judgments against us in any action,
including actions predicated upon the civil liability provisions of the federal
securities laws of the United States.




We
have a limited business purpose which limits our flexibility




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




8







Item
4.  INFORMATION ON THE COMPANY




A.           History
and Development of the Company




CalPetro
Tankers (Bahamas III) Limited was incorporated in the Bahamas on May 13, 1994
together with two other companies: CalPetro Tankers (Bahamas I) Limited and
CalPetro Tankers (Bahamas II). In addition CalPetro Tankers (IOM) Limited was
incorporated in the Isle of Man. Together these companies are referred to as the
Owners. Each of the Owners was organized as a special purpose company for the
purpose of acquiring one of four oil tankers from Chevron, which were
concurrently chartered on long-term charter agreements back to Chevron. Our
charter with Chevron was terminated in April 2006. The Vessel is currently on
charter to Front Voyager Inc. until April 2010.




We
along with CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
Limited, and CalPetro Tankers (IOM) Limited are wholly-owned by California
Tankers Investments Limited, a company organized under the laws of the Bahamas,
which is in turn a wholly-owned subsidiary of CalPetro Holdings Limited, an Isle
of Man company. CalPetro Holdings Limited is a wholly-owned subsidiary of
Independent Tankers Corporation, or ITC, a Cayman Islands company. ITC is itself
wholly-owned by Independent Tankers Corporation Limited, or ITCL. ITCL was
established in February 2008 and it is 82.47% owned by Frontline Ltd., or
Frontline, a Bermuda company whose shares are listed on the New York Stock
Exchange, London Stock Exchange and Oslo Stock Exchange.





California
Petroleum Transport Corporation, or California Petroleum or CPTC, a Delaware
corporation which we refer to as acting as agent on behalf of the Owners, issued
as full recourse obligations $167,500,000 Serial First Preferred Mortgage Notes,
or the Serial Notes,  and $117,900,000 8.52% First Preferred Mortgage
Notes due in 2015, which we refer to as the Term Notes and together with the
Serial Notes as the Notes. The Serial Notes were fully repaid April 1, 2006. 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 in 2015, to the
Owners to fund the acquisition of the oil tankers from Chevron. We were
allocated $27,640,000 of the Serial Loans and $12,744,000 of the Term Loans and
acquired our Vessel as described below. We will engage in no business other than
the ownership and chartering of our Vessel and activities resulting from or
incidental to such ownership and chartering.




On
April 21, 2005, we received irrevocable notice from Chevron regarding the
termination of its bareboat charter of the Vessel on April 1, 2006 pursuant to
that charter's terms. On April 1, 2006, the Vessel was redelivered to us and
immediately delivered to the Charterer, a wholly owned subsidiary of Frontline,
for an initial two year period (the "Initial Period") under the Charter which
provided for the prepayment of the charterhire in the amount of $5.05 million
for the two years ended April 1, 2008. The Charter contains annual options to
extend the charter after April 1, 2008 up to April 1, 2015 and provides
sufficient funds to allow us to satisfy our obligations to make all of our
mandatory sinking fund payments and to pay all related expenses. On March 25,
2009, the Charterer exercised its option to extend the charter for the second
one year optional period beginning April 1, 2009.




Under
the Charter, if Front Voyager Inc. does not exercise any further charter
extension option after April 1, 2009 or if the Charter is otherwise terminated,
Front Voyager Inc is obligated to pay us an amount, after accounting for the
termination fee, equal to the Period charterhire and all expenses incurred to
re-charter the vessel that is sufficient to cover:




(a)
                  the
      principal and interest due on the Term Loans from California Petroleum
      based on the revised sinking fund schedule that took effect when the
      Charter was terminated by the Charterer;(b)
                  any
      recurring fees and taxes for the vessel;(c)
                  the
      management fee and technical advisor's fees allocated to the
      Company;(d)
                  the
      amount of fees and expenses of the Indenture Trustee, trustee fees and
      designated representative fees allocable to us;
  and


9


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


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




(i)
            the
      amount of principal and interest on the Term Loan that will become due in
      the period of the extension; or(ii)
            the
      amount that provides sufficient funds to pay in full all amounts due under
      the revised sinking fund schedule after taking into account prior amounts
      of prepaid charterhire, termination fees and expenses to re-charter the
      vessel.





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




(i)
              such
      charter is at arms length;(ii)
              such
      charter shall have a termination date no later than April 1, 2015;
      and(iii)
              charterhire
      payable is sufficient to make the mandatory sinking fund payments together
      with all related interest, recurring fees and taxes for the vessel and the
      cost of insurance not maintained by the charterer, management fees and
      technical advisor's fees and the fees of the designated representative,
      the indenture trustee and the collateral trustee as defined in the
      prospectus for the Registrant's 8.52% First Preferred Mortgage Notes due
      2015.




On
March 25, 2009, the Charterer exercised its option to extend the charter for the
second one year optional period beginning April 1, 2009.




Our
principal executive offices are located at Mareva House, 4 George Street, PO Box
N-3937, Nassau, Bahamas.




B.           Business
Overview




Our
Vessel is a 155,000 dwt Suezmax oil tanker, which was originally acquired from
Chevron. Suezmax tankers are medium-sized vessels ranging from approximately
120,000 to 200,000 dwt, and of the maximum length, breadth and draft
requirements to be capable of passing fully loaded through the Suez Canal. Our
Vessel was chartered back to Chevron until April 1, 2006 at which time that
charter was terminated.  Since the termination of the charter, the
vessel has been chartered to Front Voyager Inc., a subsidiary of Frontline. The
Charter was for a period of two years with seven one year options to extend the
Charter. On March 25, 2009, Front Voyager Inc. exercised its option to extend
the charter for the second one year optional period beginning April 1,
2009.




Front
Voyager Inc., is principally engaged in the marine transportation of oil
products. Front Voyager Inc.'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.




Our
Vessel is a single hull oil carrier and is presently registered under the
Bahamas flag. The Vessel was constructed under the supervision of Chevron and
designed to Chevron's specifications to enhance safety and reduce operating and
maintenance costs, including such features as high performance rudders, extra
steel (minimal use of high tensile steels), additional fire safety equipment,
redundant power generation equipment, extra coating and
electrolytic




10


corrosion
monitoring and protection systems and additional crew quarters to facilitate
added manning. The builder of our Vessel was Ishikawajima do Brasil Estaleiros
S.A.




Management




On
March 31, 1999, Frontline became our manager and technical advisor pursuant to
an assignment of our management agreement, or the Management Agreement. Under
the Management Agreement, Frontline provides administrative, ship management and
advisory services to the Company as manager, or Manager. Pursuant to the
Management Agreement, the Manager receives an annual fee of $13,625 for each
Vessel, along with an additional annual fee of $3,000 covering all four Vessels.
The technical advisor's fee consists of an annual fee of $10,000 for each
vessel, payable semi-annually in arrears. Both the management fee and the
technical advisor's fee, which together we refer to as the Management Fee, is
payable semi-annually in arrears for the period until the third anniversary of
the closing of the issue of the Notes, then increasing by four percent on each
subsequent anniversary of the closing of the issue of the
Notes.




Environmental
and Other Regulations




Government
regulations and laws significantly affect the ownership and operation of our
tanker. We are subject to international conventions, national, state and local
laws and regulations in force in the countries in which our Vessel may operate
or is registered. Compliance with such laws, regulations and other requirements
entails significant expense, including vessel modifications and implementation
of certain operating procedures.





Our
Vessel is subject to both scheduled and unscheduled inspections by a variety of
government, quasi-governmental and private entities each of which may have
unique requirements. These organizations include the local port authorities,
national authorities, harbor masters or equivalent, classification societies,
flag state administrations (countries of registry) and charterers, particularly
terminal operators and oil companies. Some of these entities require us to
obtain permits, licenses and certificates for the operation of our tanker. Our
failure to maintain necessary permits, certificates or approvals could require
us to incur substantial costs or temporarily suspend operation of our
Vessel.





We
believe that the heightened levels of environmental and quality concerns among
insurance underwriters, regulators and charterers have led to greater inspection
and safety requirements on all tankers and may accelerate the scrapping of older
vessels throughout the industry. Increasing environmental concerns have created
a demand for tankers that conform to the stricter environmental standards. Our
charterer is are required to maintain operating standards for our Vessel that
emphasize operational safety, quality maintenance, continuous training of our
officers and crews and compliance with applicable local, national and
international environmental laws and regulations. We believe that the operation
of our Vessel is in substantial compliance with applicable environmental laws
and regulations and that our Vessel has all material permits, licenses,
certificates or other authorizations necessary for the conduct of our
operations; however, because such laws and regulations are frequently changed
and may impose increasingly stricter requirements, we cannot predict the
ultimate cost of complying with these requirements, or the impact of these
requirements on the resale value or useful life of our tanker. In addition, a
future serious marine incident that results in significant oil pollution or
otherwise causes significant adverse environmental impact could result in
additional legislation or regulation that could negatively affect our
profitability.





International
Maritime Organization





The
International Maritime Organization, or IMO (the United Nations agency for
maritime safety and the prevention of pollution by ships), has adopted the
International Convention for the Prevention of Marine Pollution from Ships,
1973, as modified by the Protocol of 1978 relating thereto, which has been
updated through various amendments, or the MARPOL Convention. The MARPOL
Convention implements environmental standards including oil leakage or spilling,
garbage management, as well as the handling and disposal of noxious liquids,
harmful substances in packaged forms, sewage and air emissions. Under IMO
regulations, in order to trade in ports of IMO member nations, a newbuild tanker
of 5,000 dwt or above must be of double hull construction or a mid-deck design
with double-sided construction or be of another approved design ensuring the
same level of protection against oil pollution if the tanker:


11





·
            is
      the subject of a contract for a major conversion or original construction
      on or after July 6, 1993;


·
            commences
      a major conversion or has its keel laid on or after January 6, 1994;
      or


·
            completes
      a major conversion or is a newbuilding  delivered on or after
      July 6, 1996.





Since
the enactment of these regulations, the IMO has accelerated the timetable for
the phase-out of single hull oil tankers.





In
December 2003, the Marine Environmental Protection Committee of the IMO, or
MEPC, adopted an amendment to the MARPOL Convention, which became effective in
April 2005. The amendment revised an existing regulation 13G accelerating the
phase-out of single hull oil tankers and adopted a new regulation 13H on the
prevention of oil pollution from oil tankers when carrying heavy grade oil.
Under the revised regulation, single hull oil tankers were required to be phased
out no later than April 5, 2005 or the anniversary of the date of delivery of
the ship on the date or in the year specified in the following
table:





Category
      of Oil Tankers
                
                Date
      or Year for Phase OutCategory
      1 - oil tankers of 20,000 dwt and above carrying crude oil, fuel
      oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and
      above carrying other oils, which do not comply with the requirements for
      protectively located segregated ballast tanks;
                
                April
      5, 2005 for ships delivered on April 5, 1982 or earlier; or
                  2005
      for ships delivered after April 5, 1982.Category
      2 - oil tankers of 20,000 dwt and above carrying crude oil, fuel
      oil, heavy diesel oil or lubricating oil as cargo, and of 30,000 dwt and
      above carrying other oils, which do comply with the protectively located
      segregated ballast tank requirements; and
                  Category
      3 - oil tankers of 5,000 dwt and above but less than the tonnage
      specified for Category 1 and 2 tankers.
                
                April
      5, 2005 for ships delivered on April 5, 1977 or earlier;
                  2005
      for ships delivered after April 5, 1977 but before January 1,
      1978;
                  2006
      for ships delivered in 1978 and 1979;
                  2007
      for ships delivered in 1980 and 1981;
                  2008
      for ships delivered in 1982;
                  2009
      for ships delivered in 1983; or
                  2010
      for ships delivered in 1984 or
later.







Under
the revised regulations, a flag state may permit continued operation of certain
Category 2 or 3 tankers beyond their phase-out date in accordance with the above
schedule. Under regulation 13G, the flag state may allow for some newer single
hull oil tankers registered in its country that conform to certain technical
specifications to continue operating until the earlier of the anniversary of the
date of delivery of our Vessel in 2015 or the 25th anniversary of their
delivery. Under regulations 13G and 13H, as described below, certain Category 2
and 3 tankers fitted only with double bottoms or double sides may be allowed by
the flag state to continue operations until their 25th anniversary of delivery.
Any port state, however, may deny entry of those single hull oil tankers that
are allowed to operate under any of the flag state exemptions.


12





The
following table summarizes the impact of such regulations on the Company's
single hull (SH) tanker:





Vessel
      Name
            
            Vessel
      type
            
            Vessel
              Category
            
            Year
              Built
            
            IMO
      phase out
            
            Flag
      state
              ExemptionFront
      Voyager
            
            Suezmax
            
            SH
            
            1992
            
            2010
            
            2015





The
MEPC, in October 2004, adopted a unified interpretation of regulation 13G that
clarified the date of delivery for tankers that have been converted. Under the
interpretation, where an oil tanker has undergone a major conversion that has
resulted in the replacement of the fore-body, including the entire cargo
carrying section, the major conversion completion date of the oil tanker shall
be deemed to be the date of delivery of the ship, provided that:





·
            the
      oil tanker conversion was completed before July 6,
  1996;





·
            the
      conversion included the replacement of the entire cargo section and
      fore-body and the tanker complies with all the relevant provisions of
      MARPOL Convention applicable at the date of completion of the major
      conversion; and





·
            the
      original delivery date of the oil tanker will apply when considering the
      15 years of age threshold relating to the first technical specifications
      survey to be completed in accordance with MARPOL
    Convention.





In
December 2003, the MEPC adopted a new regulation 13H on the prevention of oil
pollution from oil tankers when carrying heavy grade oil, or HGO, which includes
most of the grades of marine fuel. The new regulation bans the carriage of HGO
in single hull oil tankers of 5,000 dwt and above after April 5, 2005, and in
single hull oil tankers of 600 dwt and above but less than 5,000 dwt, no later
than the anniversary of their delivery in 2008.





Under
regulation 13H, HGO means any of the following:





·
            crude
      oils having a density at 15єC higher than 900
  kg/m3;





·
            fuel oils
      having either a density at 15єC higher than 900 kg/m3 or a
      kinematic viscosity at 50oC higher
      than 180 mm2/s; or





·
            bitumen,
      tar and their emulsions.





Under
the regulation 13H, the flag state may allow continued operation of oil tankers
of 5,000 dwt and above, carrying
crude oil with a density at 15єC higher than 900 kg/m3 but lower than 945 kg/m3,
that conform to certain technical specifications and, in the opinion of the such
flag state, the ship is fit to continue such operation, having regard to the
size,age, operational area and structural conditions of the ship and
provided that the continued operation shall not go beyond the date on which the
ship reaches 25 years after the date of its delivery. The flag state may also
allow continued operation
of a single hull oil tanker of 600 dwt and above but less than 5,000 dwt,
carrying HGO as cargo, if, in the opinion of the such flag state, the ship is
fit to continue such operation, having regard to the size, age, operational area
and structural conditions of the ship, provided that the operation shall not go
beyond the date on which the ship reaches 25 years after the date of its
delivery.





The
flag state may also exempt an oil tanker of 600 dwt and above carrying HGO as
cargo if the ship is either engaged in voyages exclusively within an area under
its jurisdiction, or is engaged in voyages exclusively within an area under the
jurisdiction of another party, provided the party within whose jurisdiction the
ship will be operating agrees. The same applies to vessels operating as floating
storage units of HGO.


13





Any
port state, however, can deny entry of single hull tankers carrying HGO which
have been allowed to continue operation under the exemptions mentioned above,
into the ports or offshore terminals under its jurisdiction, or deny ship-to-
ship transfer of HGO in areas under its jurisdiction except when this is
necessary for the purpose of securing the safety of a ship or saving life at
sea.





Revised
Annex I to the MARPOL Convention entered into force in January 2007. Revised
Annex I incorporates various amendments adopted since the MARPOL Convention
entered into force in 1983, including the amendments to regulation 13G
(regulation 20 in the revised Annex) and regulation 13H (regulation 21 in the
revised Annex). Revised Annex I also imposes construction requirements for oil
tankers delivered on or after January 1, 2010. A further amendment to revised
Annex I includes an amendment to the definition of heavy grade oil that will
broaden the scope of regulation 21. On August 1, 2007, regulation 12A (an
amendment to Annex I) came into force requiring oil fuel tanks to be located
inside the double hull in all ships with an aggregate oil fuel capacity of 600
cubic meters and above, which are delivered on or after August 1, 2010 including
ships for which the building contract is entered into on or after August 1,
2007, or, in the absence of a contract, for which the keel is laid on or after
February 1, 2008.





Air
Emissions





In
September 1997, the IMO adopted Annex VI to the MARPOL Convention,
Regulations for the Prevention of Pollution from Ships, to address air pollution
from ships. Effective May 2005, Annex VI sets limits on sulfur oxide and
nitrogen oxide emissions from all commercial vessel exhausts and prohibits
deliberate emissions of ozone depleting substances (such as halons and
chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the
shipboard incineration of specific substances. Annex VI also includes a global
cap on the sulfur content of fuel oil and allows for special areas to be
established with more stringent controls on sulfur emissions. We believe that
our Vessel is  compliant in all material respects with current Annex
VI regulations. Additional or new conventions, laws and regulations may be
adopted that could require the installation of expensive emission control
systems and could adversely affect our business, results of operations, cash
flows and financial condition. In October 2008, the IMO adopted amendments to
Annex VI regarding nitrogen oxide and sulfur oxide emissions standards that will
enter into force on July 1, 2010. The amended Annex VI would reduce air
pollution from vessels by, among other things, (i) implementing a progressive
reduction of sulfur oxide emissions from ships, with the global sulfur oxide
emission cap reduced initially from 4.50% to 3.50% beginning January 1, 2012 and
then reduced progressively to 0.50% by January 1, 2020, subject to a feasibility
review to be completed no later than 2018; and (ii) establishing new tiers of
stringent nitrogen oxide emissions standards for new marine engines, depending
on their date of installation. Once these amendments become effective, we may
incur costs to comply with these revised standards. The United States
ratified the Annex VI amendments in October 2008, thereby rendering U.S. air
emissions standards equivalent to IMO requirements. The directive 2005/33/EU
effective from January 1, 2010 ban the use of fuel oils containing more
than 0.1% sulphur by mass by any merchant vessel whilst at berth in any EU
country. This will incur extra cost and some minor modification of fuel supply
system and machinery. Initial investigation has verified that compliance can be
achieved by modest investment, purchase of LS fuel and alteration of operating
procedures.





Safety
Requirements





The
IMO has also adopted the SOLAS Convention, and the International Convention on
Load Lines, 1966, or LL Convention, which impose a variety of standards to
regulate design and operational features of ships. SOLAS Convention and LL
Convention standards are revised periodically. We believe that our Vessel is in
material  compliance with SOLAS Convention and LL Convention
standards.





Under
Chapter IX of SOLAS the requirements contained in the International Safety
Management Code for the Safe Operation of Ships and for Pollution Prevention, or
ISM Code, promulgated by the IMO, also affect our operations. The ISM Code
requires the party with operational control of a vessel to develop an extensive
safety management system that includes, among other things, the adoption of a
safety and environmental protection policy setting forth instructions and
procedures for operating its vessels safely and describing procedures for
responding to emergencies. We intend to rely upon the safety management system
that our appointed ship managers have developed.


14








The
ISM Code requires that vessel operators obtain a safety management certificate
for each vessel they operate. This certificate evidences compliance by a
vessel's management with the ISM Code requirements for a safety management
system. No vessel can obtain a safety management certificate unless its manager
has been awarded a document of compliance, issued by each flag state, under the
ISM Code. Our appointed ship managers have obtained documents of compliance for
their offices and safety management certificates for our Vessel where the
certificates are required by the IMO. The document of compliance ("DOC") and
ship management certificate ("SMC") are renewed every five years but DOC is
subject to audit verification annually and the SMC every 2.5 years.





Non-compliance
with the ISM Code and other IMO regulations may subject the shipowner or
bareboat charterer to increased liability, may lead to decreases in available
insurance coverage for affected vessels and may result in the denial of access
to, or detention in, some ports. The U.S. Coast Guard and European Union
authorities have indicated that vessels not in compliance with the ISM Code by
the applicable deadlines will be prohibited from trading in U.S. and European
Union ports as the case may be.





The
IMO has negotiated international conventions that impose liability for oil
pollution in international waters and a signatory's territorial waters.
Additional or new conventions, laws and regulations may be adopted which could
limit our ability to do business and which could have a material adverse effect
on our business and results of operations.





Ballast
Water Requirements





The
IMO adopted an International Convention for the Control and Management of Ships'
Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM
Convention implemented regulations calling for a phased introduction of
mandatory ballast water exchange requirements (beginning in 2009), to be
replaced in time with mandatory concentration limits. The BWM Convention will
not enter into force until 12 months after it has been adopted by 30 states, the
combined merchant fleets of which represent not less than 35% of the gross
tonnage of the world's merchant shipping tonnage. To date there has not been
sufficient adoption of this standard for it to take force.





The
flag state, as defined by the United Nations Convention on Law of the Sea, has
overall responsibility for the implementation and enforcement of international
maritime regulations for all ships granted the right to fly its flag. The
"Shipping Industry Guidelines on Flag State Performance" evaluates flag states
based on factors such as sufficiency of infrastructure, ratification of
international maritime treaties, implementation and enforcement of international
maritime regulations, supervision of surveys, casualty investigations and
participation at IMO meetings.





Anti-Fouling
Requirements





In
2001, the IMO adopted the International Convention on the Control of Harmful
Anti-fouling Systems on Ships, or the Anti-fouling Convention. The Anti-fouling
Convention prohibits the use of organotin compound coatings to prevent the
attachment of mollusks and other sea life to the hulls of vessels after
September 1, 2003. The exteriors of vessels constructed prior to January 1, 2003
that have not been in dry-dock must, as of September 17, 2008, either not
contain the prohibited compounds or have coatings applied to the vessel exterior
that act as a barrier to the leaching of the prohibited compounds. Vessels of
over 400 gross tons engaged in international voyages must obtain an
International Anti-fouling System Certificate and undergo a survey before the
vessel is put into service or when the antifouling systems are altered or
replaced. We are in compliance with the Anti-fouling Convention.





Oil
Pollution Liability





Although
the United States is not a party to these conventions, many countries have
ratified and follow the liability plan adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage of 1969, as
amended in 2000, or the CLC. Under this convention and depending on whether the
country in which the damage results is a party to the 1992 Protocol to the CLC,
a vessel's registered owner is strictly liable for pollution damage caused in
the territorial waters of a contracting state by discharge of persistent oil,
subject to certain complete defenses. The limits on liability outlined in the
1992 Protocol use the International Monetary Fund currency unit of Special
Drawing Rights, or SDR. Under an amendment to the 1992 Protocol that became
effective on November 1, 2003, for vessels of 5,000 to


15


140,000
gross tons (a unit of measurement for the total enclosed spaces within a
vessel), liability will be limited to approximately 4.51 million SDR plus
631 SDR for each additional gross ton over 5,000. For vessels of over 140,000
gross tons, liability will be limited to 89.77 million SDR. The exchange rate
between SDRs and U.S. dollars was 0.632000 SDR per U.S. dollar on April 7, 2009.
The right to limit liability is forfeited under the International Convention on
Civil Liability for Oil Pollution Damage where the spill is caused by the
owner's actual fault and under the 1992 Protocol, where the spill is caused by
the owner's intentional or reckless conduct. Vessels trading to states that are
parties to these conventions must provide evidence of insurance covering the
liability of the owner. In jurisdictions where the International Convention on
Civil Liability for Oil Pollution Damage has not been adopted, various
legislative schemes or common laws govern, and liability is imposed either on
the basis of fault or in a manner similar to that convention. We believe that
our P&I insurance will cover the liability under the plan adopted by the
IMO.





TheIMO
adopted the International Convention on Civil Liability for Bunker Oil Pollution
Damage, or the Bunker Convention, to impose strict liability on ship owners for
pollution damage in jurisdictional waters of ratifying states caused by
discharges of bunker fuel. The Bunker Convention, which became effective on
November 21, 2008, requires registered owners of ships over 1,000 gross tons to
maintain insurance for pollution damage in an amount equal to the limits of
liability under the applicable national or international limitation regime (but
not exceeding the amount calculated in accordance with the Convention on
Limitation of Liability for Maritime Claims of 1976, as amended). With respect
to non-ratifying states, liability for spills or releases of oil carried as fuel
in ship's bunkers typically is determined by the national or other domestic laws
in the jurisdiction where the events or damages occur.





IMO
regulations also require owners and operators of vessels to adopt Ship Oil
Pollution Emergency Plans, or SOPEPs. Periodic training and drills for response
personnel and for vessels and their crews are required.





The
IMO continues to review and introduce new regulations. It is impossible to
predict what additional regulations, if any, may be passed by the IMO and what
effect, if any, such regulations might have on our operations.





United
States Requirements





In
1990, the United StatesCongress
enacted the U.S. Oil Pollution Act of 1990, or OPA, to establish an extensive
regulatory and liability regime for environmental protection and cleanup of oil
spills. OPA affects all owners and operators whose vessels trade with the United
States or its territories or possessions, or whose vessels operate in the waters
of the United States, which include the U.S. territorial sea and the 200
nautical mile exclusive economic zone around the United States. The
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
imposes liability for cleanup and natural resource damage from the release of
hazardous substances (other than oil) whether on land or at sea. Both OPA and
CERCLA impact our operations.





Under
OPA, vessel owners, operators and bareboat charterers are "responsible parties"
who are jointly, severally and strictly liable (unless the spill results solely
from the act or omission of a third party, an act of God or an act of war) for
all containment and clean-up costs and other damages arising from oil spills
from their vessels. These other damages are defined broadly to
include:





·
            natural
      resource damages and related assessment
costs;





·
            real
      and personal property damages;





·
            net
      loss of taxes, royalties, rents, profits and earnings
      capacity;





·
            net
      cost of public services necessitated by a spill response, such as
      protection from fire, safety or health hazards;
  and





·
            loss
      of subsistence use of natural
resources.





OPA
previously limited the liability of responsible parties to the greater of $1,200
per gross ton or $10.0 million per tanker that is over 3,000 gross tons (subject
to possible adjustment for inflation). Amendments to OPA signed into law
in


16


July
2006 increased these limits on the liability of responsible parties with respect
to tankers over 3,000 gross tons to the greater of $3,000 per gross ton or $22.0
million per single hull tanker, and $1,900 per gross ton or $16.0 million per
double hull tanker respectively. The act specifically permits individual states
to impose their own liability regimes with regard to oil pollution incidents
occurring within their boundaries, and some states have enacted legislation
providing for unlimited liability for discharge of pollutants within their
waters. In some cases, states which have enacted this type of legislation have
not yet issued implementing regulations defining tanker owners' responsibilities
under these laws. CERCLA, which applies to owners and operators of vessels,
contains a similar liability regime and provides for cleanup, removal and
natural resource damages. Liability under CERCLA is limited to the greater of
$300 per gross ton or $5.0 million for vessels carrying a hazardous substance as
cargo and the greater of $300 per gross ton or $0.5 million for any other
vessel.





These
limits of liability do not apply, however, where the incident is caused by
violation of applicable U.S. federal safety, construction or operating
regulations, or by the responsible party's gross negligence or willful
misconduct. These limits also do not apply if the responsible party fails or
refuses to report the incident or to cooperate and assist in connection with the
substance removal activities. OPA and CERCLA each preserve the right to recover
damages under existing law, including maritime tort law. We believe that we are
in substantial compliance with OPA, CERCLA and all applicable state regulations
in the ports where our Vessel calls.





OPA
also requires owners and operators of vessels to establish and maintain with the
U.S. Coast Guard evidence of financial responsibility sufficient to meet the
limit of their potential strict liability under the act. On October 17, 2008,
the U.S. Coast Guard regulatory requirements under OPA and CERCLA were amended
to require evidence of financial responsibility in amounts that reflect the
higher limits of liability imposed by the July 2006 amendments to OPA, as
described above. The increased amounts became effective on January 15, 2009.
U.S. Coast Guard regulations currently require evidence of financial
responsibility in the amount of $3,300 per gross ton for a single hull tanker or
$2,200 per gross ton for a double hull tanker, coupling the OPA limitation on
liability of $3,000 per gross ton for a single hull tanker, or $1,900 per gross
ton for a double hull tanker, respectively, with the CERCLA liability limit of
$300 per gross ton. Under the regulations, evidence of financial responsibility
may be demonstrated by insurance, surety bond, self-insurance or guaranty. Under
OPA regulations, an owner or operator of more than one tanker is required to
demonstrate evidence of financial responsibility for the entire fleet in an
amount equal only to the financial responsibility requirement of the tanker
having the greatest maximum strict liability under OPA and CERCLA. We have
provided such evidence and received certificates of financial responsibility
from the U.S. Coast Guard for our Vessel as required.





Under
OPA, with certain limited exceptions, all newly-built or converted vessels
operating in U.S. waters must be built with double hulls, and existing vessels
that do not comply with the double hull requirement will be prohibited from
trading in U.S. waters over a 20-year period (1995-2015) based on size, age and
place of discharge, unless retrofitted with double hulls. Notwithstanding the
prohibition to trade schedule, the act currently permits existing single hull
and double-sided tankers to operate until the year 2015 if their operations
within U.S. waters are limited to discharging at the Louisiana Offshore Oil Port
or off-loading by lightering within authorized lightering zones more than 60
miles off-shore. Lightering is the process by which vessels at sea off-load
their cargo to smaller vessels for ultimate delivery to the discharge
port.





OPA
also amended the Federal Water Pollution Control Act to require owners or
operators of tankers operating in the waters of the United States to file vessel
response plans with the U.S. Coast Guard, and their tankers are required to
operate in compliance with their U.S. Coast Guard approved plans. These response
plans must, among other things:





·
            address
      a "worst case" scenario and identify and ensure, through contract or other
      approved means, the availability of necessary private response resources
      to respond to a "worst case"
discharge;


·
            describe
      crew training and drills; and


·
            identify
      a qualified individual with full authority to implement removal
      actions.





We
have obtained a vessel response plan approved by the U.S. Coast Guard for our
Vessel for its operations in the waters of the United States. In addition, the
U.S. Coast Guard has announced it intends to propose similar regulations
requiring certain vessels to prepare response plans for the release of hazardous
substances.


17





In
addition, the U.S. Clean Water Act, or CWA, prohibits the discharge of oil or
hazardous substances in U.S. navigable waters unless authorized by a duly-issued
permit or exemption, and imposes strict liability in the form of penalties for
any unauthorized discharges. The CWA also imposes substantial liability for the
costs of removal, remediation and damages and complements the remedies available
under OPA and CERCLA. Furthermore, most U.S. states that border a navigable
waterway have enacted environmental
pollution laws that impose strict liability on a person for removal costs and
damages resulting from a discharge of oil or a release of a hazardous substance.
These laws may be more stringent than U.S. federal law.





The
U.S. Environmental Protection Agency, or EPA, historically exempted the
discharge of ballast water and other substances incidental to the normal
operation of vessels in U.S. waters from CWA permitting requirements. However,
on March 31, 2005, a U.S. District Court ruled that the EPA exceeded its
authority in creating an exemption for ballast water. On September 18, 2006, the
court issued an order invalidating the exemption in the EPA's regulations for
all discharges incidental to the normal operation of a vessel as of September
30, 2008, and directed the EPA to develop a system for regulating all discharges
from vessels by that date. The District Court's decision was affirmed by the
Ninth Circuit Court of Appeals on July 23, 2008.





In
response to the invalidation and removal of the EPA's vessel exemption by the
Ninth Circuit, the EPA has enacted rules governing the regulation of ballast
water discharges and other discharges incidental to the normal operation of
vessels within U.S. waters. Under the new rules, which took effect February 6,
2009, commercial vessels 79 feet in length or longer (other than commercial
fishing vessels), which we refer to as Regulated Vessels, are required to obtain
a CWA permit regulating and authorizing such normal discharges. This permit,
which the EPA has designated as our Vessel General Permit for Discharges
Incidental to the Normal Operation of Vessels, or VGP, incorporates the current
U.S. Coast Guard requirements for ballast water management as well as
supplemental ballast water requirements, and includes limits applicable to 26
specific discharge streams, such as deck runoff, bilge water and gray
water.





For
each discharge type, among other things, the VGP establishes effluent limits
pertaining to the constituents found in the effluent, including best management
practices, or BMPs, designed to decrease the amount of constituents entering the
waste stream. Unlike land-based discharges, which are deemed acceptable by
meeting certain EPA-imposed numerical effluent limits, each of the 26 VGP
discharge limits is deemed to be met when a Regulated Vessel carries out the
BMPs pertinent to that specific discharge stream. The VGP imposes additional
requirements on certain Regulated Vessel types, including tankers, that emit
discharges unique to those vessels. Administrative provisions, such as
inspection, monitoring, recordkeeping and reporting requirements are also
included for all Regulated Vessels.





On
August 31, 2008, the District Court ordered that the date for implementation of
the VGP be postponed from September 30, 2008 until December 19, 2008. This date
was further postponed until February 6, 2009 by the District Court. Although the
VGP became effective on February 6, 2009, the VGP application procedure, known
as the Notice of Intent, or NOI, has yet to be finalized. Accordingly, Regulated
Vessels will effectively be covered under the VGP from February 6, 2009 until
June 19, 2009, at which time the "eNOI" electronic filing interface will become
operational. Thereafter,
owners and operators of Regulated Vessels must file their NOIs prior to
September 19, 2009, or the Deadline. Any Regulated Vessel that does not file an
NOI by the Deadline will, as of that date, no longer be covered by the VGP and
will not be allowed to discharge into U.S. navigable waters until it has
obtained a VGP. Any Regulated Vessel that was delivered on or before the
Deadline will receive final VGP permit coverage on the date that the EPA
receives such Regulated Vessel's complete NOI. Regulated Vessels delivered after
the Deadline will not receive VGP permit coverage until 30 days after their NOI
submission. Our Vessel is a Regulated Vessel, and we intend to submit a NOI as
soon after June 19, 2009 as practicable.





Owners
and operators of vessels visiting U.S. waters will be required to comply with
this VGP program or face penalties. This could require the installation of
equipment on our Vessel to treat ballast water before it is discharged or the
implementation of other port facility disposal arrangements or procedures at
potentially substantial cost, and/or otherwise restrict our Vessel from entering
U.S. waters. In addition, pursuant to Section 401 of the CWA which requires each
state to certify federal discharge permits such as the VGP, certain states have
enacted additional discharge standards as conditions to their certification of
the VGP. These local standards bring the VGP into compliance with more
stringent


18


state
requirements, such as those further restricting ballast water discharges and
preventing the introduction of non-indigenous species considered to be invasive.
The VGP and its state-specific regulations and any similar restrictions enacted
in the future will increase the costs of operating in the relevant
waters.





The
U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977
and 1990, or the CAA, requires the EPA to promulgate standards applicable to
emissions of volatile organic compounds and other air contaminants. Our Vessel
is subject to vapor control and recovery requirements for certain cargoes when
loading, unloading, ballasting, cleaning and conducting other operations in
regulated port areas. Our Vessel that operates in such port areas with
restricted cargoes is equipped with vapor recovery systems that satisfy these
requirements. The CAA also requires states to draft State Implementation Plans,
or SIPs, designed to attain national health-based air quality standards in
primarily major metropolitan and/or industrial areas. Several SIPs regulate
emissions resulting from vessel loading and unloading operations by requiring
the installation of vapor control equipment. As indicated above, our Vessel
operating in covered port areas is already equipped with vapor recovery systems
that satisfy these existing requirements. As referenced
above, the amended Annex VI to the IMO's MARPOL Convention, which addresses air
pollution from ships, was ratified by the United States on October 9, 2008 and
entered into force domestically on January 8, 2009. Previously, the state of
California had adoptedstringent air emissions requirements for
ocean-going vessels that were held by
a federal court in February 2008 to be preempted by the federal Clean Air Act
and thus invalidated. In response, on July 24, 2008, the California Air
Resources Board of the State of California, or CARB, then adopted clean-fuel regulations applicable
to all vessels sailing within 24 miles of the California coastline whose
itineraries call for them to enter any California ports, terminal facilities, or
internal or estuarine waters. The new CARB regulations, while avoiding explicit
regulation of emissions, require such vessels to use low sulfur marine fuels
rather than bunker fuel. By July 1, 2009, such vessels are required to switch
either to marine gas oil with a sulfur content of no more than 1.5% or marine
diesel oil with a sulfur content of no more than 0.5%. By 2012, only marine gas
oil and marine diesel oil fuels with 0.1% sulfur will be allowed. California is also
requesting EPA to grant it a waiver under the Clean Air Act to enforce the
California vessel emission standards that were invalidated. More legal
challenges are expected to follow. If EPA grants the California waiver request
or if CARB prevails and the new fuel content regulations go into effect as
scheduled on July 1, 2009, our vessel would be subject to the CARB requirements
if theywere to travel within such waters. The new California regulations
would require significant expenditures on low-sulfur fuel and would increase our
operating costs. Finally, although
the more stringent CARB regime was technically superseded when the United States
ratified and implemented the amended Annex VI, the United States and Canada
jointly requested IMO on March 27, 2009 to designate the area extending 200
miles from their territorial sea baseline adjacent to the Atlantic/Gulf and
Pacific coasts and the eight main Hawaiian Islands as Emissions Control Areas
under the Annex VI amendments. If approved by IMO, more stringent emissions
standards similar to the new CARB regulations would apply in the Emissions
Control Areas that would cause us to incur further costs.





The
U.S. National Invasive Species Act, or NISA, was enacted in 1996 in response to
growing reports of harmful organisms being released into U.S. ports through
ballast water taken on by vessels in foreign ports. The U.S. Coast Guard adopted
regulations under NISA in July 2004 that impose mandatory ballast water
management practices for all vessels equipped with ballast water tanks entering
U.S. waters. These requirements can be met by performing mid-ocean ballast
exchange, by retaining ballast water on board the vessel, or by using
environmentally sound alternative ballast water management methods approved by
the U.S. Coast Guard. (However, mid-ocean ballast exchange is mandatory for
ships heading to the Great Lakes or Hudson Bay, or vessels engaged in the
foreign export of Alaskan North Slope crude oil). Mid-ocean ballast exchange is
the primary method for compliance with the U.S. Coast Guard regulations, since
holding ballast water can prevent vessels from performing cargo operations upon
arrival in the United States, and alternative methods are still under
development. Vessels that are unable to conduct mid-ocean ballast exchange due
to voyage or safety concerns may discharge minimum amounts of ballast water (in
areas other than the Great Lakes and the Hudson River), provided that they
comply with recordkeeping requirements and document the reasons they could not
follow the required ballast water management requirements. The U.S. Coast Guard
is developing a proposal to establish ballast water discharge standards, which
could set maximum acceptable discharge limits for various invasive species,
and/or lead to requirements for active treatment of ballast water. In April 2008
the U.S. House of Representatives passed a bill that amends NISA by prohibiting
the discharge of ballast water unless it has been treated with specified methods
or acceptable alternatives. Similar bills have been introduced in the U.S.
Senate, but we cannot predict which bill, if any, will be enacted into law. In
the absence of federal standards, states have enacted legislation or regulations
to address invasive species through ballast water and hull cleaning management
and permitting requirements. For instance, the state of California has recently
enacted legislation extending its ballast water management program to regulate
the


19


management
of "hull fouling" organisms attached to vessels and adopted regulations limiting
the number of organisms in ballast water discharges. Michigan's ballast water
management legislation mandating the use of various techniques for ballast water
treatment was upheld by the federal courts. Other states may proceed with the
enactment of similar requirements that could increase the costs of operating in
state waters.





Our
operations occasionally generate and require the transportation, treatment and
disposal of both hazardous and non-hazardous solid wastes that are subject to
the requirements of the U.S. Resource Conservation and Recovery Act, or RCRA, or
comparable state, local or foreign requirements. In addition, from time to time
we arrange for the disposal of hazardous waste or hazardous substances at
offsite disposal facilities. If such materials are improperly disposed of by
third parties, we may still be held liable for clean up costs under applicable
laws.





Other
Regulations




European
Union Tanker Regulations





In
July 2003, in response to the MT Prestige oil spill in
November 2002, the European Union adopted legislation, which was amended in
October 2003, that prohibits all single hull tankers from entering into its
ports or offshore terminals by 2010 or earlier, depending on their age. The
European Union has also already banned all single hull tankers carrying heavy
grades of oil from entering or leaving its ports or offshore terminals or
anchoring in areas under its jurisdiction. Commencing in 2005, certain single
hull tankers above 15 years of age will also be restricted from entering or
leaving European Union ports or offshore terminals and anchoring in areas under
European Union jurisdiction. The European Union has also adopted legislation
that would: (1) ban manifestly sub-standard vessels (defined as those over
15 years old that have been detained by port authorities at least twice in
a six month period) from European waters and create an obligation of port states
to inspect vessels posing a high risk to maritime safety or the marine
environment; and (2) provide the European Union with greater authority and
control over classification societies, including the ability to seek to suspend
or revoke the authority of negligent societies. The sinking of the MT Prestige and resulting oil
spill in November 2002 has led to the adoption of other environmental
regulations by certain European Union nations, which could adversely affect the
remaining useful life of our Vessel and our ability to generate income from it.
It is impossible to predict what legislation or additional regulations, if any,
may be promulgated by the European Union or any other country or
authority.





In
2005, the European Union adopted a directive on ship-source pollution, imposing
criminal sanctions for intentional, reckless or negligent pollution discharges
by ships. The directive could result in criminal liability for pollution from
vessels in waters of European countries that adopt implementing legislation.
Criminal liability for pollution may result in substantial penalties or fines
and increased civil liability claims.





Greenhouse
Gas Regulation





In
February 2005, the Kyoto Protocol to the United Nations Framework Convention on
Climate Change, or the Kyoto Protocol, entered into force. Pursuant to the Kyoto
Protocol, adopting countries are required to implement national programs to
reduce emissions of certain gases, generally referred to as greenhouse gases,
which are suspected of contributing to global warming. Currently, the emissions
of greenhouse gases from international shipping are not subject to the Kyoto
Protocol. However, the European Union has indicated that it intends to propose
an expansion of the existing European Union emissions trading scheme to include
emissions of greenhouse gases from vessels. In the United States, the Attorneys
General from 16 states and a coalition of environmental groups in April 2008 filed a
petition for a writ of mandamus, or petition, with the DC Circuit Court of
Appeals, or the DC Circuit, to request an order requiringthe EPA to
regulate greenhouse gas emissions from ocean-going vessels under the Clean Air
Act.Although the DC Circuit denied the petition in June 2008, EPA then published an
Advanced Notice of Proposed Rulemaking soliciting comments on whether greenhouse
gas emissions should be regulated under the Clean Air Act. Climate change
initiatives will also be considered by the U.S. Congress in this session. Any
futurepassage of climate control legislation or other regulatory
initiatives by the IMO, European Union or individual countries where we operate
that restrict emissions of greenhouse gases could entail financial impacts on
our operations that we cannot predict with certainty at this
time.


20





Vessel
Security Regulations





Since
the terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security. On November 25, 2002, the
U.S. Maritime Transportation Security Act of 2002, or MTSA, came into effect. To
implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard
issued regulations requiring the implementation of certain security requirements
aboard vessels operating in waters subject to the jurisdiction of the United
States. Similarly, in December 2002, amendments to SOLAS created a new
chapter of the convention dealing specifically with maritime security. The new
chapter became effective in July 2004 and imposes various detailed security
obligations on vessels and port authorities, most of which are contained in the
International Ship and Port Facility Security Code, or the ISPS Code. The ISPS
Code is designed to protect ports and international shipping against terrorism.
After July 1, 2004, to trade internationally, a vessel must attain an
International Ship Security Certificate, or ISSC, from a recognized security
organization approved by the vessel's flag state. Among the various requirements
are:





·
            on-board
      installation of automatic identification systems to provide a means for
      the automatic transmission of safety-related information from among
      similarly equipped ships and shore stations, including information on a
      ship's identity, position, course, speed and navigational
      status;


·
            on-board
      installation of ship security alert systems, which do not sound on the
      vessel but only alert the authorities on
shore;


·
              the
      development of vessel security
plans;


·
              ship
      identification number to be permanently marked on a vessel's
      hull;


·
            a
      continuous synopsis record kept onboard showing a vessel's history
      including the name of the ship and of the state whose flag the ship is
      entitled to fly, the date on which the ship was registered with that
      state, the ship's identification number, the port at which the ship is
      registered and the name of the registered owner(s) and their registered
      address; and


·
              compliance
      with flag state security certification
  requirements.





The
U.S. Coast Guard regulations, intended to align with international maritime
security standards, exempt from MTSA vessel security measures non-U.S. vessels
that have on board, as of July 1, 2004, a valid ISSC attesting to the vessel's
compliance with SOLAS security requirements and the ISPS Code. We have
implemented the various security measures addressed by MTSA, SOLAS and the ISPS
Code, and our Vessel is in compliance with applicable security
requirements.





Inspection
by Classification Societies





Every
oceangoing vessel must be "classed" by a classification society. The
classification society certifies that the vessel is "in-class," signifying that
the vessel has been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and regulations of the
vessel's country of registry and the international conventions of which that
country is a member. In addition, where surveys are required by international
conventions and corresponding laws and ordinances of a flag state, the
classification society will undertake them on application or by official order,
acting on behalf of the authorities concerned.





The
classification society also undertakes, on request, other surveys and checks
that are required by regulations and requirements of the flag state. These
surveys are subject to agreements made in each individual case and/or to the
regulations of the country concerned.





For
maintenance of the class, regular and extraordinary surveys of hull, machinery,
including the electrical plant, and any special equipment classed are required
to be performed as follows:





·
            Annual
      Surveys. For oceangoing ships, annual surveys are conducted for the
      hull and the machinery, including the electrical plant and where
      applicable for special equipment classed, at intervals of 12 months
      from the date of commencement of the class period indicated in the
      certificate.


21





·
            Intermediate
      Surveys. Extended annual surveys are referred to as intermediate
      surveys and typically are conducted two and one-half years after
      commissioning and each class renewal. Intermediate surveys may be carried
      out on the occasion of the second or third annual
  survey.





·
            Class
      Renewal Surveys. Class renewal surveys, also known as special
      surveys, are carried out for the ship's hull and machinery, including the
      electrical plant and for any special equipment classed, at the intervals
      indicated by the character of classification for the hull. At the special
      survey the vessel is thoroughly examined, including audio-gauging to
      determine the thickness of the steel structures. Should the thickness be
      found to be less than class requirements, the classification society would
      prescribe steel renewals. The classification society may grant a one year
      grace period for completion of the special survey. Substantial amounts of
      money may have to be spent for steel renewals to pass a special survey if
      the vessel experiences excessive wear and tear. In lieu of the special
      survey every four or five years, depending on whether a grace period was
      granted, a ship owner has the option of arranging with the classification
      society for the vessel's hull or machinery to be on a continuous survey
      cycle, in which every part of the vessel would be surveyed within a five
      year cycle. At an owner's application, the surveys required for class
      renewal may be split according to an agreed schedule to extend over the
      entire period of class. This process is referred to as continuous class
      renewal.





All
areas subject to survey as defined by the classification society are required to
be surveyed at least once per class period, unless shorter intervals between
surveys are prescribed elsewhere. The period between two subsequent surveys of
each area must not exceed five years.





Our
Vessel is periodically drydocked. If any defects are found, the classification
surveyor will issue a recommendation which must be rectified by the ship owner
within prescribed time limits.





Most
insurance underwriters make it a condition for insurance coverage that a vessel
be certified as "in-class" by a classification society which is a member of the
International Association of Classification Societies. Our Vessel is certified
as being "in-class" by a recognized classification society.





Risk
of Loss and 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, labor strikes and other circumstances or events. Pursuant to
the Charter, our Vessel may be operated through out the world in any lawful
trade for which our 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 our
Vessel.





Under
the Charter, the Charterer, is entitled to self-insure against marine and war
risks relating to our Vessel and against protections and indemnity risks
relating to our Vessel during the term of the Charter and, accordingly,
purchasers of the Notes cannot rely on the existence of third-party insurance.
There can be no assurance that all risks will be adequately insured against,
that any particular loss will be covered or that we will be able to procure
adequate insurance coverage at commercially reasonable rates in the future. In
particular, stricter environmental regulations may result in increased costs
for, or the lack of availability or, insurance against the risks of
environmental damage or pollution.





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


22







C.           Organizational
Structure




As
described above, and also in Item 7 "Major Shareholders and Related Party
Transactions", we are a wholly-owned subsidiary of California Tankers
Investments Limited, a company organized under the laws of the Bahamas, which is
a wholly-owned subsidiary of CalPetro Holdings Limited. CalPetro Holdings
Limited is a wholly-owned subsidiary of ITC. ITC is a wholly-owned subsidiary of
ITCL and 82.47% of the common shares of ITCL are owned by
Frontline.







D.           Property,
Plants and Equipment




Other
than our Vessel described above, we do not have any property.




Item
4A.  UNRESOLVED STAFF COMMENTS




None.




Item
5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS




Overview




The
following discussion should be read in conjunction with Item 3 "Selected
Financial Data" and the Company's audited Financial Statements and Notes thereto
included herein.




Our
Vessel is chartered to Front Voyager Inc. under a bareboat charter which is
expected to provide:




a)
              charterhire payments sufficient
      to pay, so long as the Charter is in
  effect:




i.
                the
      obligations under the loans for acquiring our Vessel,ii.
                management
      fees and technical advisor's fees,iii.
                recurring
      fees and taxes, andiv.
                any
      other costs and expenses incidental to the ownership and chartering of our
      Vessel;




b)
            termination payments sufficient
      to make sinking fund and interest payments on the Term Loans, to the
      extent allocable to our Vessel for which the related Charter has been
      terminated, for at least two years following any such termination, during
      which time our Vessel may be sold or re-chartered;
    and





c)
            that
      our Vessel will be maintained in accordance with the good commercial
      maintenance practices required by the Charter and to arrange for vessel
      management and remarketing services to be available in case the Charter is
      not extended by Front Voyager Inc. or our Vessel is for any other reason
      returned to our possession and use.




Market
Overview and Trend Information




Time
Charter Equivalent, or TCE earnings for Suezmaxes were at their peak in the
second quarter of 2008 when they reached a high of approximately $92,000 per day
and despite the volatility experienced in the tanker market more or less
throughout the year, the first, third and fourth quarters also managed to
deliver more than satisfactory results. Rates increased from approximately
$40,000 per day in the beginning of the first quarter to approximately $85,000
per day before entering the second quarter. Although the current financial
crisis had started to become a reality for most industries in the fourth
quarter, Suezmax owners remained largely untouched and thus managed to deliver
results only comparable with the strong year of 2004. Average earnings for
double hull Suezmaxes in 2008 was in excess of $70,000 per day according to
industry sources.


23








In
the first half of 2008, the tanker market benefited from the following
factors:




·
            The
      National Iranian Tanker Company tied up an estimated 12 to 14 VLCCs for
      storage as there was low demand for Iranian crude
  oil;




·
            Strong
      demand from the Chinese in connection with the 2008 Olympic
      Games;




·
            Number
      of port strikes during 2008, including in France, contributed to a tighter
      tonnage list;




·
            Total
      ton-mile growth for the US, China, Japan and Korea was, according to
      industry sources, approximately 7.3%, increasing from just below 14,000
      miles in the first quarter of 2007 to approximately 15,000 miles in the
      first quarter of 2008.







During
the second half of 2008, the decreased production of crude oil by OPEC was one
of the major factors impacting the tanker market. The oil price in 2008 averaged
at $98.70 per barrel, peaking at a record high of $143 per barrel on July 11 and
a low of approximately $38 per barrel by the end of December. As crude oil
prices and world demand for petroleum products decreased throughout the second
half of 2008, OPEC production was reduced.





Average
OPEC production is estimated at 31.24 million barrels per day in 2008 according
to IEA's April 2009 report. The expected 2009 OPEC production output figure has
not yet been published by the IEA, however, they reported a first quarter 2009
OPEC production of 28.33 million barrels per day, which is a decrease of
approximately four million barrels per day year-on-year.





The
IEA further estimates that average world oil demand was 85.8 million barrels per
day in 2008, a 0.3% decrease from 2007. For 2009, a decrease in world oil demand
of 2.8% or 2.4 million barrels per day is forecasted.





The
tanker market benefited from "contango" in the oil price during 2008. This is a
market condition where the future oil price is higher than the current price. At
the end of October 2008, the spread between the current and future oil price
widened making it profitable for oil companies and traders to store crude oil.
Consequently the demand for storage services increased, predominantly in the
Atlantic basin but also in the Arabian Gulf. The spot market at that time was
approximately $50,000 per day. Since then, approximately 40 ships were chartered
either for straight storage or voyages followed by storage, with rates ranging
from $55,000 to $85,000 per day.





Throughout
2008, there was a continued trend among oil companies to discriminate against
single hull tankers due to their decreasing territory allowance and increasing
probability of inspection.





Bunkers
followed the movements in the oil market closely in 2008. The lowest bunker
price in Fujairah was quoted at the end of December at $206.50 per metric ton
while the highest was quoted in mid-July at $756.5 per metric ton. The average
bunker price in 2008 was approximately $508 per metric ton.





According
to figures released in April 2009 by The International Monetary Fund, or IMF,
the World Trade Volume had a 3.3% increase in 2008. However, the IMF forecast
that the World Trade Volume will see a decline of 11% in 2009. Furthermore,
world GDP increased by 3.2% in 2008 and is forecast to decline by 1.3%
throughout 2009. In 2008, the U.S had a 1.1% growth in the GDP, which is
estimated to decline by 2.8% throughout 2009. China's 2008 GDP increased by 9%
year-on-year, and is forecast to have a 6.5% increase in 2009. Negative growth
is expected in Europe and Japan while emerging markets and developing countries
will experience a continued decrease in their growth figures.




In
2008, the total Suezmax fleet increased by 3.7% to 351 vessels. 13 new vessels
were delivered to owners and 36 new orders were made. The total orderbook
amounted to 168 vessels at the end of the year, which represented approximately
48% of the existing fleet.


24





Throughout
2009, it is estimated that 72 new Suezmaxes will enter the market including 18
in the first quarter. This substantial amount of new tonnage will be cushioned,
to some extent, by the expected phase out program of single hull vessels.
Further cancellations and delays in deliveries of newbuildings are also
expected.





Operating
results




Year
ended December 31, 2008 compared with the year ended December 31,
2007




Total
Revenues




(in
      thousands of $)
                      
                      2008
                      
                      
                      2007
                      
                      
                      %
      ChangeCharter
      revenue
                      
                      
                      2,894
                      
                      
                      
                      3,093
                      
                      
                      
                      (6
                      )%


Charterhire
revenue is recognised over the expected length of the charter. The decrease in
charter revenue in 2008 is mainly due to an adjustment included in 2007
following a reassessment of the charter term, as discussed below, and the
determination that we should account for the charter as a four year operating
lease and not a two year operating lease.




Expenses




(in
      thousands of $)
                    
                    2008
                    
                    
                    2007
                    
                    
                    %
      ChangeInterest
      expense
                    
                    
                    965
                    
                    
                    
                    995
                    
                    
                    
                    (3
                    )%Amortization
      of deferred charges
                    
                    
                    8
                    
                    
                    
                    8
                    
                    
                    
                    -





Interest
expense has fallen in line with expectations, with interest expense falling in
line with the amount outstanding under our loans each year. The Company
amortizes the deferred charges over the life of the Term Loans using
the straight line method.




Year
ended December 31, 2007 compared with the year ended December 31,
2006




Total
Revenues




(in
      thousands of $)
                                    
                                    2007
                                    
                                    
                                    2006
                                    
                                    
                                    %
      ChangeCharter
      revenue
                                    
                                    
                                    3,093
                                    
                                    
                                    
                                    1,894
                                    
                                    
                                    
                                    63
                                    %Finance
      lease interest income
                                    
                                    
                                    -
                                    
                                    
                                    
                                    361
                                    
                                    
                                    
                                    (100
                                    )%





On
April 1, 2006, the Vessel was redelivered from Chevron. At this time we entered
into a two year charter with Front Voyager Inc. Under the terms of this Charter,
we received a $5.05 million prepayment of the charterhire for the two years
ended April 1, 2008. The charter is classified as an operating lease, and
earnings recorded as charter revenue. Following a re-assessment of the lease at
the beginning of 2008, we have recorded additional income of $568,000 in 2007 as
we decided to record the lease as a four year operating lease and not a two year
operating lease. On April 1, 2008, Front Voyager Inc. exercised its option to
extend the Charter for an additional year to 1 April, 2009.




While
the Front Voyager was under charter to Chevron, the charter was classified as a
capital lease. Finance lease interest income in 2006 relates only to the period
from January 1 to April 1.




Expenses




(in
      thousands of $)
                              
                              2007
                              
                              
                              2006
                              
                              
                              %
      ChangeInterest
      expense
                              
                              
                              995
                              
                              
                              
                              1,134
                              
                              
                              
                              (12
                              )%Amortization
      of deferred charges
                              
                              
                              8
                              
                              
                              
                              11
                              
                              
                              
                              (27
                              )%





25





Interest
expense has fallen in line with expectations, with interest expense falling in
line with the amount outstanding under our loans each year. The Company
amortizes the deferred charges over the life of the Term
Loans.




Liquidity
and Capital Resources




As
of December 31, 2008, revenues from the Charter were sufficient to pay our
obligations under the Term Loans. On March 25, 2009, the Charterer exercised its
option to extend the charter for the second one year optional period beginning
April 1, 2009. Front Voyager Inc. has options to extend the Charter for a
further five one year periods. For each option exercised, Front Voyager Inc.
will pay charter hire sufficient to ensure that we will avoid negative cash
flow.




If
Front Voyager Inc. does not exercise its right to extend the Charter in the
future, the Manager, acting on our behalf, shall seek to secure an acceptable
replacement charter. If such a charter is commercially unavailable, the Manager
will solicit bids for the sale or re-charter of our Vessel. The Manager's
ability to obtain an acceptable replacement charter, to sell our Vessel or
re-charter our 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  our single
hull Vessel  compared with other vessels available at the
time.




Off-balance
Sheet Arrangements




None.




Tabular
disclosure of contractual obligations




As
at December 31, 2008, we had the following contractual obligations and
commitments:




Payments
      due by period(in
      thousands of $)
                        
                        Less
      than 1 year
                        
                        
                        1-3
      years
                        
                        
                        3-5
      years
                        
                        
                        More
      than 5 years
                        
                        
                        TotalTerm
      Loans (8.52%)
                        
                        
                        444
                        
                        
                        
                        1,520
                        
                        
                        
                        1,780
                        
                        
                        
                        7,584
                        
                        
                        
                        11,328Interest
      payable
                        
                        
                        946
                        
                        
                        
                        1,728
                        
                        
                        
                        1,447
                        
                        
                        
                        883
                        
                        
                        
                        5,004Total
      contractual obligations
                        
                        
                        1,390
                        
                        
                        
                        3,248
                        
                        
                        
                        3,227
                        
                        
                        
                        8,467
                        
                        
                        
                        16,332





Interest
is payable on the Term Notes at a fixed rate of 8.52% until
maturity.




Critical
Accounting Policies




Our
principal accounting policies are described in Note 2 to the financial
statements, which are included in Item 18. "Financial Statements" of this Annual
Report. The most critical accounting policies include:




Revenue
Recognition




Revenue
is generated from bareboat charter hire and is recorded over the term of the
charter as service is provided.




Vessel,
Depreciation and Impairment




The
Vessel is depreciated based on cost less estimated residual value over the
lesser of the period to the year 2015 or the useful life of the vessel. If the
estimated economic useful life is incorrect, or circumstances change and the
estimated economic useful life has to be revised, an impairment loss could
result in future periods and/or annual depreciation expense could be increased.
Our Vessel is reviewed for impairment whenever events or changes in
circumstances indicate that their carrying amount may not be recoverable.
Factors we consider important that could affect recoverability and trigger
impairment include significant underperformance relative to expected operating
results, new regulations that change the estimated useful economic lives of our
Vessel and significant negative




26


industry
or economic trends. In assessing the recoverability of the Vessels' carrying
amounts when an indicator of impairment is present, we must make assumptions
regarding estimated future cash flows. These assumptions include assumptions
about the spot market rates for Vessels, the revenues the Vessel could earn
under time charter, voyage charter or bareboat charter, the operating costs of
our Vessel and the estimated economic useful life of our Vessel. In making these
assumptions, the Company refers to historical trends and performance as well as
any known future factors. If our review indicates impairment, an impairment
charge is recognized based on the difference between carrying value and fair
value. Fair value is typically established using an average of three independent
valuations.




Recent
accounting pronouncements




In
September 2006, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard No. 157, Fair Value Measurements, ("FAS
157"),and is effective for fiscal years beginning after November 15,
2007.This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. The statement establishes a fair value hierarchy that
distinguishes between market participant assumptions developed based on market
data obtained from sources independent of the reported entity and the reported
entities own assumptions about market participant assumptions developed based on
the best information available in the circumstances. In February 2008, the FASB
issued a staff position that delays the effective date of FAS 157 for certain
nonfinancial assets and liabilities to fiscal years beginning on or after
November 15, 2008. The Company's adoption of FAS 157 did not have a material
effect on the financial statements. Adoption of the delayed provisions of FAS
157 is not expected to have a material effect on the Company's financial
statements.




In
February 2007, the FASB issued Statement of Financial Accounting Standard
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities Including an Amendment of
FASB Statement No. 115 ("FAS 159"). FAS 159
allows  entities to choose to measure many financial instruments and
certain other items at fair value, with unrealized gains and losses related to
these financial instruments being reported in earnings at each subsequent
reporting date. FAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company's adoption of this statement did not have a
material effect on the financial statements.




In
December 2007, the FASB issued Statements No. 141(R), Business Combinations,("FAS
141(R)"), and No. 160 Noncontrolling Interests in
Consolidated Financial Statements,("FAS 160"). Together these statements
can affect the way companies account for future business combinations and
noncontrolling interests. FAS 141(R) requires, amongst other changes,
recognition of subsequent changes in the fair value of contingent consideration
in the Statement of Operations rather than against Goodwill, and transaction
costs to be recognized immediately in the Statement of Operations. FAS 160
clarifies the classification of non controlling interests (i.e. minority owners'
interests in subsidiaries) in consolidated balance sheets and the accounting for
and reporting of transactions between the reporting entity and holders of such
non controlling interests. In particular the minority owners' interest in
subsidiaries should be presented in the consolidated balance sheet within
equity, but separate from the parent's equity. Similarly the amount of net
income attributable to the parent and to the minority interest be clearly
identified and presented on the consolidated statement of income. Both FAS
141(R) and FAS 160 are effective for transactions completed in fiscal years
beginning after December 15, 2008. Adoption of FAS 141(R) and FAS 160 by the
Company in the financial statements beginning January 1, 2009 is not expected to
have a material effect on the Company's financial statements.




In
March 2008, the FASB issued Statement of Financial Accounting Standard
No. 161, Disclosures
about Derivative Instruments and Hedging Activities ("FAS 161"). This
standard amends and expands the disclosure requirements of FASB Statement 133,
Accounting for Derivative
Instruments and Hedging Activities, and is effective for fiscal years
beginning after November 15, 2008. FAS 161 requires enhanced disclosures that
better convey the purpose of an entity's derivative and hedging activities in
terms of the risk it intends to manage. In addition to other disclosure
requirements, the statement requires disclosure of the reasons for holding or
issuing derivative instruments in the context of its overall risk exposure. The
Company's adoption of FAS 161 is not expected to have a material effect on the
Company's financial statements.




In
May 2008, the FASB issued Statement of Financial Accounting Standard
No. 162, The Hierarchy of
Generally Accepted Accounting Principles,("FAS 162"). This Statement
identifies the sources of accounting principles and the




27


framework
for selecting the principles to be used in the preparation of financial
statements in conformity with generally accepted accounting principles in the
United States. Adoption of FAS 162 is not expected to have a material effect on
the Company's financial statements.




Item
6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES




A.           Directors
and Senior Management




Name
            Age
            PositionTor
      Olav Trøim
            46
            Director
      and PresidentKate
      Blankenship
            44
            Director
      and Secretary





Tor Olav Trøim has been a
director of the Company since October 31, 2001. Mr. Trøim graduated as M.Sc
Naval Architect from the University of Trondheim, Norway in 1985. His careers
include Portfolio Manager Equity in Storebrand ASA (1987-1990), and Chief
Executive Officer for the Norwegian Oil Company DNO AS (1992-1995). Since 1995
Mr. Trøim has been a director of Seatankers Management in Cyprus. Mr. Trøim
serves as a director of ITCL, Seadrill Limited, Golden Ocean Group Limited,
Golar LNG Limited, Aktiv Kapital ASA, Marine Harvest Group and as an alternate
director of Frontline Ltd.





Kate Blankenship has been a
director of the Company since October 31, 2001. Mrs. Blankenship has been a
director of the Manager since March 2000. Mrs. Blankenship served as the Chief
Accounting Officer and Secretary of Frontline between 1994 and October 2005.
Mrs. Blankenship served as Chief Financial Officer of Knightsbridge Tankers
Limited from April 2000 to September 2007 and Secretary of Knightsbridge from
December 2000 to March 2007. Mrs. Blankenship has been a director of Ship
Finance International Limited since October 2003. Mrs. Blankenship has
served as a director of ITCL since February 2008, Golar LNG Limited since July
2003 and Golden Ocean Group Limited since November 2004. Mrs. Blankenship has
served as a director of Seadrill Limited since May 2005. She is a member of the
Institute of Chartered Accountants in England and Wales.







B.           Compensation




During
the year ended December 31, 2008, we paid no compensation to our directors and
officers.




C.           Board
Practices




The
directors have no fixed date of expiry of their term of office. The details of
their service are shown above. The directors have no entitlement to any benefits
on termination of their office.




We
have neither an audit nor a remuneration committee.




D.           Employees




We
do not have any employees involved in the management of our Vessel.




Frontline
is our Manager as described below in Item 7  "Major Shareholders and
Related Party Transactions."




E.           Share
Ownership




The directors of
the Company have no share ownership in the Company,and do not have any
arrangement that involves the issue or grant of securities of the
Company.







28


Item
7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS




A.           Major
Shareholders




As
of May 20, 2009, except as set forth below, the Company is not aware of any
beneficial owner of more than 5% of it's Common Stock.





Class
      of Shares
            Name
      and address of Beneficial Owners
            Number
      of Shares
            Percent
      of ClassUnclassified
      common shares
            California
      Tankers Investment Limited (1)
            100
            100%





1
            The
      issued and outstanding shares of the Company are owned by California
      Tankers Investment Limited. All of the issued and outstanding shares of
      California Tankers Investment Limited are owned by CalPetro Holdings
      Limited. All of the issued and outstanding shares of CalPetro Holdings
      Limited are owned by Independent Tankers Corporation. All of the issued
      and outstanding shares of Independent Tankers Corporation are owned by
      Independent Tankers Corporation Limited, which is 82.47% owned by
      Frontline Ltd.




All
the issued and outstanding shares of our capital stock have been pledged by us
to California Petroleum Transport Corporation, or CPTC, pursuant to the stock
pledge agreement between us and CPTC and are being held by the Bank of New York,
formerly the Chase Manhattan Trust Company of California and JP Morgan Chase, or
the Collateral Trustee, as part of the collateral for the Notes. ITC has
full voting control over us subject to the rights of the Collateral
Trustee.




The
Company is not aware of any arrangements, the operation of which may at a
subsequent date result in a change in control of the Company.





B.           Related
Party Transactions




As
discussed in Item 4 "Information on the Company", our Vessel is currently
chartered to Front Voyager Inc., a wholly owned subsidiary of Frontline.
Frontline is our Manager and ultimate parent company. The Charter was for a
period of two years with seven one year options to extend the Charter. On March
25, 2009, Front Voyager Inc. exercised its option to extend the charter for the
second one year optional period beginning April 1, 2009. The Charter provides
sufficient funds to allow us to satisfy our obligations to make all of our
mandatory sinking fund payments and to pay all related expenses.




Under
the Management Agreement, Frontline is entitled to a management fee and a
technical advisor's fee. Under the terms of the Management Agreement, the
management fee consists of an annual fee of $13,625 for each Vessel, along with
an additional annual fee of $3,000 covering all four Vessels. The technical
advisor's fee consists of an annual fee of $10,000 for each Vessel, payable
semi-annually in arrears. Both the management fee and the technical advisors fee
which we jointly refer to as the "Management Fee", is payable semi-annually in
arrears for the period until the third anniversary of the closing of the Notes
issue then increasing by four percent on each subsequent anniversary of the
closing of the issue of the Notes.




In
addition, the technical advisor is entitled to be reimbursed for the fees, costs
and expenses of conducting periodic inspections of our Vessels.




Pursuant
to a designated representative agreement, CalPetro Holdings Limited was
appointed to represent California Petroleum as its designated representative to
act on its behalf with respect to certain administrative matters such as the
filing of periodic reports and financial statements with the Commission. The fee
payable to such designated representative during the initial three year period
described above was $15,000 per annum with a four percent increase on each
subsequent anniversary of the closing of the issue of the Notes.




Management
fee expenses and management fee payable for the year ended and as of December
31, 2008, 2007 and 2006 are as follows:




29







(in
      thousands of $)
                
                2008
                
                
                2007
                
                
                2006Management
      fee expenses
                
                
                43
                
                
                
                41
                
                
                
                40Management
      fee payable
                
                
                21
                
                
                
                10
                
                
                
                10







Item
8.  FINANCIAL INFORMATION




A.
Consolidated Statements and Other Financial Information




See
Item 18 "Financial Statements" below.




Legal
Proceedings




To
the best of the Company's knowledge, there are no legal or arbitration
proceedings existing or pending which have had or may have significant effects
on the Company's financial position or profitability and no such proceedings are
pending or know to be contemplated by governmental authorities.




Dividend
Policy




The
Company does not pay dividends.




B.
Significant Changes




None




Item
9.  THE OFFER AND LISTING




Not
applicable.




Item
10.  ADDITIONAL INFORMATION




A.           Share
Capital




Not
applicable.




B.           Memorandum
and Articles of Association




The
Company is No. 23063B in the Bahamian register.




All
shares issued are unclassified; there is no authorization in force to issue
other classes of shares. Consequently all shares have equal entitlement to
voting rights, dividends, profit shares and other rights and duties. Should any
dividend be declared and not claimed the directors may, after a period of three
years, resolve that such dividends are forfeit for the benefit of the Company.
There are no provisions for changes to the rights of stockholders contained in
the articles, except that by resolution of the directors the authorized capital
may be increased and that the Company may divide or combine shares within the
same class.




Directors
may be interested in Company transactions but such interest should be disclosed
to the other directors prior to agreement by the board or Company meeting as
appropriate. The director concerned may not vote on the transaction. The
directors have discretionary powers to borrow on behalf of the Company subject
to the limits as set out in the Memorandum of Association. There are no stated
age limits for directors and directors need not be stockholders. They do not
retire by rotation.




Company
meetings may be convened by the directors or held on request of members holding
50% of the voting shares. Members, their properly appointed proxies and
corporate members representatives are entitled to attend.




30







There
are no limits to ownership of Company securities or to the exercise of voting
rights. Disclosure of ownership is governed by Bahamian law and any laws
operative in the jurisdictions pertaining to the owners of the securities. The
directors of the Company may, without giving a reason, decline to register a
transfer of shares.




C.           Material
Contracts




The
Company has no material contracts apart from those pertaining to its normal
business.




D.           Exchange
Controls




The
Company was registered under the International Business Companies Act, 1989 of
the Commonwealth of the Bahamas, or 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 shares of common stock.




E.           Taxation




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




F.           Dividends
and Paying Agents




Not
applicable.




G.           Statement
by Experts




Not
applicable.




H.           Documents
on Display




We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended. In accordance with these requirements we file reports and
other information with the Commission. These materials, including this annual
report and the accompanying exhibits may be inspected and copied at the public
reference facilities maintained by the SEC at 100 F Street, NE., Room 1580,
Washington, D.C. 20549.You may obtain information on the operation of the public
reference room by calling 1(800) SEC-0330.The Commission maintains a website
(http://www.sec.gov.) that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission. In addition, documents referred to in this annual report may be
inspected at our principal executive offices at Mareva House, 4 George Street, PO Box N-3937, Nassau,
Bahamas or at the offices of our Manager at Par-la-Ville Place, 14
Par-la-Ville Road, Hamilton, Bermuda HM 08.




31







I.           Subsidiary
Information




Not
applicable.




Item
11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




(a)
Quantitative information about market risk




Quantitative
information about market risk instruments at December 31, 2008 is as
follows:




The
Term Loans bear interest at a rate of 8.52% per annum. Interest is payable on
April 1 and October 1 of each year. Principal is repayable on the Term Loans in
accordance with a remaining 10-year sinking fund schedule.




When
the Charter was terminated on April 1, 2006, the scheduled mandatory sinking
fund payments on the Term Loans were revised so that the allocated principal
amount of the Term Loans for the 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 $5.5
million.




The
repayment schedule has been revised due to an overpayment during the year ended
2007. The table below provides the revised scheduled sinking fund redemption
amounts and final principal payment of the allocated principal amount of the
Term Loans.




Scheduled
      payment date
                        
                        $'000April
      1, 2009
                        
                        
                        444April
      1, 2010
                        
                        
                        730April
      1, 2011
                        
                        
                        790April
      1, 2012
                        
                        
                        850April
      1, 2013
                        
                        
                        930April
      1, 2014
                        
                        
                        1,010April
      1, 2015
                        
                        
                        6,57411,328





(b)
Qualitative information about market risk




We were organized
for the purpose of acquiring and chartering our Vessel and subsequently entered
into a long-term agreement with Chevron which was terminated on April 1, 2006. A
replacement charter with Front Voyager Inc. has been entered into until 2015
subject to certain termination options.We have no sources for the
payment of the principal of, and the interest on, the Notes except for the
Restricted Cash accounts held by the Trustee. Accordingly, our ability to pay
debt service on the Notes is wholly dependent upon our financial condition,
results of operation and cash flows from our Vessel's operation.





There
is a concentration of credit risk with respect to Restricted Cash to the extent
that all of the amounts are invested with The Bank of New York
Mellon.





Item
12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES




Not
applicable.




32


PART
II




Item
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES




None.




Item
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND  USE
OF PROCEEDS




None.




Item
15(T). CONTROLS AND PROCEDURES




(a)
Disclosure controls and procedures





Management
assessed the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange Act of 1934, as of December 31, 2008, the end of the period covered by
this annual report. Based upon that evaluation, the principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and procedures are effective as of the evaluation date.




(b)  Management's annual report on
internal controls over financial reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) promulgated under
the Securities Exchange Act of 1934.




Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the Company's principal executive and principal
financial officers and effected by the Company's board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:




·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;




·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of Company's management and
      directors; and




·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree or compliance
with the policies or procedures may deteriorate.




Management
conducted the evaluation of the effectiveness of the internal controls over
financial reporting using the control criteria framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission,  or COSO,
published in its report entitled Internal Control-Integrated
Framework.




Our
management with the participation of our principal executive officer and
principal financial officer assessed the effectiveness of the design and
operation of the Company's internal controls over financial reporting pursuant
to Rule




33


13a-15
of the Securities Exchange Act of 1934, as of December 31, 2008. Based upon
that evaluation, the principal executive officer and principal financial officer
concluded that the Company's internal controls over financial reporting are
effective as of December 31, 2008.




This
annual report does not include an attestation report of the Company's current
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
current registered public accounting firm pursuant to temporary rules of the SEC
that permit the Company to provide only management's report in this annual
report.





(c) Changes in internal controls over
financial reporting




There
were no changes in our internal controls over financial reporting that occurred
during the period covered by this annual report that have materially effected or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.




Item
16.    RESERVED




Item
16A.  AUDIT COMMITTEE FINANCIAL EXPERT




Our
equity is neither listed nor publicly traded. The equity is held by one
beneficial holder. Our obligations toward our bondholders are set out in detail
in covenants contained in the Indenture for their Notes. Accordingly our board
of directors has determined that the role played by an audit committee would
have no applicability tous and we do not
have any audit committee. The functions of the audit committee are performed by
the full board of directors.




Item
16B.  CODE OF ETHICS




Our
equity is neither listed nor publicly traded. The equity is held by one
beneficial holder. Our obligations toward our bondholders are set out in detail
in covenants contained in the Indenture for their Notes. Accordingly our board
of directors has determined that the role played by a code of ethics would have
no applicability to us and we have not adopted a code of ethics.




Item
16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




Our
principal accountant for 2008 was PricewaterhouseCoopers AS and for 2007 was
Grant Thornton LLP, New York. The following table sets forth for the two most
recent fiscal years the fees paid or accrued for audit and services provided by
PricewaterhouseCoopers AS and Grant Thornton LLP. Fees in 2008 relate to
services provided by PricewaterhouseCoopers AS and fees in 2007 relate to
services provided by Grant Thornton LLP.




(in
      thousands of $)
                        
                        2008
                        
                        
                        2007Audit
      fees (a)
                        
                        
                        25
                        
                        
                        
                        25Audit
      related fees (b)
                        
                        
                        -
                        
                        
                        
                        -Tax
      fees (c)
                        
                        
                        -
                        
                        
                        
                        -All
      other fees (d)
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        25
                        
                        
                        
                        25





a)           Audit
Fees




Audit
fees represent professional services rendered for the audit of the Company's
annual financial statements and services provided by the principal accountant in
connection with statutory and regulatory filings or engagements.




34


b)           Audit
Related Fees




Audit-related
fees consist of assurance and related services rendered by the principal
accountant related to the performance of the audit or review of the Company's
financial statements which have not been reported under Audit Fees
above.




c)           Tax
Fees




Tax
fees represent fees for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning.




d)           All
Other Fees




All
other fees include services other than audit fees, audit-related fees and tax
fees set forth above.




The
Company's board of directors has assigned responsibility for the engagement of
the auditors to the Company's manager.




Item
16D.   EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
COMMITTEES




Please
refer to Item 16A above.




Item
16E.   PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS




None.




Item
16F.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT





On
August 13, 2008, the Company's board of directors, or the Board, approved the
engagement of PricewaterhouseCoopers AS, or PricewaterhouseCoopers, as the
Company's independent registered public accounting firm for the year ending
December 31, 2008. The Board determined not to renew the engagement of Grant
Thornton LLP, or Grant Thornton, the Company's independent registered public
accounting firm for the year ending December 31, 2007. The Board determined to
engage PricewaterhouseCoopers in order to realize economies and efficiencies,
since PricewaterhouseCoopers acts as the independent registered public
accounting firm for Frontline Ltd., the ultimate parent of the Company, and
other companies connected with the Company.





The
reports of Grant Thornton on the financial statements of the Company as of
December 31, 2007 and 2006 did not contain an adverse opinion or 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 each of the
two fiscal years ended December 31, 2007 and 2006, and through the period ended
August 13, 2008, there were no disagreements with Grant Thornton on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures which, if not resolved to the satisfaction of
Grant Thornton, would have caused Grant Thornton to make reference to the matter
of such disagreements in their reports.





The
Company has provided Grant Thornton with a copy of this report.





The
Company engaged PricewaterhouseCoopers as its new independent registered public
accounting firm as of August 13, 2008. During the Company's two most recent
fiscal years neither the Company nor anyone on its behalf has consulted with
PricewaterhouseCoopers regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's financial statements,
and neither a written report was provided to the Company nor oral advice was
provided by PricewaterhouseCoopers that was an important factor considered by
the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of a disagreement, as
that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.








Item
16G.  CORPORATE GOVERNANCE





Not
applicable.







35


PART
III




Item
17.  FINANCIAL STATEMENTS




Not
applicable.




Item
18.  FINANCIAL STATEMENTS




The
following financial statements and notes, together with the reports of
PricewaterhouseCoopers AS and Grant Thornton LLP thereon are filed as part of
this annual report.




Page





Report
      of Independent Registered Public Accounting Firm - PricewaterhouseCoopers
      AS
            F-1Report
      of Independent Registered Public Accounting Firm - Grant Thornton
      LLP
            F-2Statements
      of Operations and Retained Earnings for the Years Ended
            F-3December
      31, 2008, 2007 and 2006Balance
      Sheets as of December 31, 2008 and 2007
            F-4Statements
      of Cash Flows for the Years Ended December 31, 2008, 2007 and
      2006
            F-5Notes
      to the Financial Statements
            F-6





36


Item
19.  EXHIBITS




1.1*
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas III) Limited, incorporated by reference to Exhibit 3.3 in the
      Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro
      Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
      CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1
      and F-1, Registration No. 33-79220.1.2*
            Articles
      of Association of CalPetro Tankers (Bahamas III) Limited, incorporated by
      reference to Exhibit 3.4 in the Registration Statement of CalPetro Tankers
      (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro
      Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
      November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
      33-79220.2.1*
            Form
      of Term Indenture between California Petroleum Transport Corporation and
      Chemical Trust Company of California, as Indenture Trustee, incorporated
      by reference to Exhibit 4.1 in the Registration Statement of CalPetro
      Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited,
      CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited
      filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
      33-79220.2.2*
            Form
      of Term Mortgage Notes, incorporated by reference to Exhibit 4.2 in the
      Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro
      Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
      CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1
      and F-1, Registration No. 33-79220.2.3*
            Form
      of Bahamian Statutory Ship Mortgage and Deed of Covenants by [CalPetro
      Tankers (Bahamas I) Limited], [CalPetro Tankers (Bahamas II) Limited] to
      California Petroleum Transport Corporation (including the form of
      assignment of such Mortgage to Chemical Trust Company of California, as
      Collateral Trustee, by California Petroleum Transport Corporation),
      incorporated by reference to Exhibit 4.4 in the Registration Statement of
      CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
      Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers
      (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
      Registration No. 33-79220.2.4*
            Form
      of Assignment of Initial Charter Guarantee by [CalPetro Tankers (Bahamas
      I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers
      (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] to California
      Petroleum Transport Corporation (including the form of Collateral
      Assignment of such Initial Charter Guarantee to Chemical Trust Company of
      California, as Collateral Trustee, by California Petroleum Transport
      Corporation), incorporated by reference to Exhibit 4.7 in the Registration
      Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
      (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro
      Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
      Registration No. 33-79220.2.5*
            Form
      of Assignment of Earnings and Insurances from [CalPetro Tankers (Bahamas
      I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers
      (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] to California
      Petroleum Transport Corporation, incorporated by reference to Exhibit 4.8
      in the Registration Statement of CalPetro Tankers (Bahamas I) Limited,
      CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III)
      Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
      Forms S-3, S-1 and F-1, Registration No. 33-79220.


37





2.6*
            Form
      of Assignment of Initial Charter from [CalPetro Tankers (Bahamas I)
      Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
      Limited[ [CalPetro Tankers (Bahamas III) Limited] to California Petroleum
      Transport Corporation (including the form of Collateral Assignment of such
      Initial Charter to Chemical Trust Company of California, as Collateral
      Trustee, by California Petroleum Transport Corporation), incorporated by
      reference to Exhibit 4.9 in the Registration Statement of CalPetro Tankers
      (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro
      Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
      November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
      33-79220.2.7*
            Form
      of Management Agreement between P.D. Gram & Co., A.S., and [CalPetro
      Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited]
      [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited],
      incorporated by reference to Exhibit 4.10 in the Registration Statement of
      CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
      Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers
      (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
      Registration No. 33-79220.2.8*
            Form
      of Assignment of Management Agreement from [CalPetro Tankers (Bahamas I)
      Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
      Limited] [CalPetro Tankers (Bahamas III) Limited], incorporated by
      reference to Exhibit 4.11 in the Registration Statement of CalPetro
      Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited,
      CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited
      filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
      33-79220.2.10*
            Form
      of Term Loan Agreement between California Petroleum Transport Corporation
      and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II)
      Limited] [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III)
      Limited], incorporated by reference to Exhibit 4.13 in the Registration
      Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
      (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro
      Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
      Registration No. 33-79220.2.11*
            Form
      of Collateral Agreement between California Petroleum Transport Corporation
      [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II)
      Limited] [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III)
      Limited], the Indenture Trustee under the Serial Indenture, the Indenture
      Trustee under the Term Indenture and Chemical Trust Company of California,
      as Collateral Trustee, incorporated by reference to Exhibit 4.14 in the
      Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro
      Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
      CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1
      and F-1, Registration No. 33-79220.2.12*
            Form
      of Issue of One Debenture from [CalPetro Tankers (Bahamas I) Limited]
      [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited]
      [CalPetro Tankers (Bahamas III) Limited] to California Petroleum Transport
      Corporation, incorporated by reference to Exhibit 4.15 in the Registration
      Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
      (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro
      Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
      Registration No. 33-79220.4.1*
            Form
      of Initial Charter Guarantee by Chevron Corporation, incorporated by
      reference to Exhibit 10.1 in the Registration Statement of CalPetro
      Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited,
      CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited
      filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
      33-79220.


38


4.2*
            Form
      of Bareboat Initial Charter between [CalPetro Tankers (Bahamas I) Limited]
      [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited]
      [CalPetro Tankers (Bahamas III) Limited] and Chevron Transport
      Corporation, incorporated by reference to Exhibit 10.2 in the Registration
      Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
      (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro
      Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
      Registration No. 33-79220.4.3*
            Form
      of Vessel Purchase Agreement between [CalPetro Tankers (Bahamas I)
      Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
      Limited] [CalPetro Tankers (Bahamas III) Limited] and Chevron Transport
      Corporation (including the form of Assignment of such Vessel Purchase
      Agreement to California Petroleum Transport), incorporated by reference to
      Exhibit 10.3 in the Registration Statement of CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas
      III) Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
      Forms S-3, S-1 and F-1, Registration No. 33-79220.4.4*
            Bareboat
      Charter between Calpetro Tankers (Bahamas III) Limited and Front Voyager
      Inc. dated March 31, 2006.4.5*
            Assignment
      of Charter between Calpetro Tankers (Bahamas III) Limited and Front
      Voyager Inc. dated March 31, 2006.10.1*
            Powers
      of Attorney for directors and certain officers of CalPetro Tankers
      (Bahamas II) Limited, incorporated by reference to Exhibit 24.1 in the
      Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro
      Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
      CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1
      and F-1, Registration No. 33-79220.12.1
            Certification
      of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as amended.12.2
            Certification
      of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as amended.13.1
            Certification
      of the Principal Executive Officer pursuant to 18 USC Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.13.2
            Certification
      of the Principal Financial Officer pursuant to 18 USC Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





*
Incorporated by reference to the filing indicated.




39







To
the Board of Directors and Shareholder


CalPetro
Tankers (Bahamas III) Limited








We
have audited the accompanying balance sheet of CalPetro Tankers (Bahamas III)
Limited (the "Company") as of December 31, 2008 and the related statements
of operations and retained earnings, and cash flows for the year ended December
31, 2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the Company as of
December 31, 2007 and for the two years then ended were audited by other
auditors whose report dated June 20, 2008 expressed an unqualified opinion on
those statements.





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. 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 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 as of
December 31, 2008 and the results of its operations and cash flows for the
year ended December 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.







/s/
PricewaterhouseCoopers AS





PricewaterhouseCoopers
AS


Oslo,
Norway


May
20, 2009




F-1





Report
of Independent Registered Public Accounting Firm







To
the Board of Directors


CalPetro
Tankers (Bahamas III) Limited





We
have audited the accompanying balance sheet of CalPetro Tankers (Bahamas III)
Limited (the "Company") as of December 31, 2007 and the related statements of
operations and retained earnings, and cash flows for the years ended December
31, 2007 and 2006. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our 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. The Company is not
required to have, nor were we engaged to perform an audit of its 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, 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 as of December 31, 2007 and the results of its operations and cash flows
for each of the years ended December 31, 2007 and 2006, in conformity with
accounting principles generally accepted in the United States of
America.





/s/
Grant Thornton LLP




New
York, New York


June
20, 2008





F-2





Calpetro
Tankers (Bahamas III) Limited


Statements
of Operations and Retained Earnings for the years ended December 31, 2008, 2007
and 2006


(in
thousands of $)








2008
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2007
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2006Operating
      revenuesCharter
      revenue
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,894
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              3,093
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,894Finance
      lease interest income
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              -
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              -
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              361Total
      operating revenues
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,894
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              3,093
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,255Operating
      expensesAdministrative
      expenses
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (115
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (133
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (134
                                                                                                                                                              )Depreciation
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (59
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (59
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (44
                                                                                                                                                              )Total
      operating expenses
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (174
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (192
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (178
                                                                                                                                                              )Net
      operating income
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,720
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,901
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,077Other
      income (expenses)Interest
      income
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              238
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              487
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              403Interest
      expense
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (965
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (995
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (1,134
                                                                                                                                                              )Amortization
      of deferred charges
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (8
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (8
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (11
                                                                                                                                                              )Net
      other expenses
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (735
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (516
                                                                                                                                                              )
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              (742
                                                                                                                                                              )Net
      income
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,985
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,385
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,335Retained
      earnings at the start of year
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              4,961
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,576
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              1,241Retained
      earnings at the end of year
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              6,946
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              4,961
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              
                                                                                                                                                              2,576








The
accompanying notes are an integral part of these financial
statements.





F-3


CalPetro
Tankers (Bahamas III) Limited


Balance
Sheets as of December 31, 2008 and 2007




(in
thousands of $)











2008
                                                        
                                                        
                                                        2007ASSETSCurrent
      AssetsRestricted
      cash
                                                        
                                                        
                                                        8,963
                                                        
                                                        
                                                        
                                                        8,244Other
      current assets
                                                        
                                                        
                                                        1,299
                                                        
                                                        
                                                        
                                                        34Total
      current assets
                                                        
                                                        
                                                        10,262
                                                        
                                                        
                                                        
                                                        8,278Vessel
                                                        
                                                        
                                                        8,290
                                                        
                                                        
                                                        
                                                        8,349Deferred
      charges
                                                        
                                                        
                                                        23
                                                        
                                                        
                                                        
                                                        31Total
      assets
                                                        
                                                        
                                                        18,575
                                                        
                                                        
                                                        
                                                        16,658LIABILITIES
      AND STOCKHOLDER'S EQUITYCurrent
      liabilitiesCurrent
      portion of long-term debt
                                                        
                                                        
                                                        444
                                                        
                                                        
                                                        
                                                        -Deferred
      charter revenue
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        63Accrued
      interest
                                                        
                                                        
                                                        242
                                                        
                                                        
                                                        
                                                        242Other
      current liabilities
                                                        
                                                        
                                                        59
                                                        
                                                        
                                                        
                                                        64Total
      current liabilities
                                                        
                                                        
                                                        745
                                                        
                                                        
                                                        
                                                        369Long-term
      debt
                                                        
                                                        
                                                        10,884
                                                        
                                                        
                                                        
                                                        11,328Total
      liabilities
                                                        
                                                        
                                                        11,629
                                                        
                                                        
                                                        
                                                        11,697Stockholder's
      equityUnclassified
      stock: 100 shares of $1 par value
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -Retained
      earnings
                                                        
                                                        
                                                        6,946
                                                        
                                                        
                                                        
                                                        4,961Total
      stockholder's equity
                                                        
                                                        
                                                        6,946
                                                        
                                                        
                                                        
                                                        4,961Total
      liabilities and stockholder's equity
                                                        
                                                        
                                                        18,575
                                                        
                                                        
                                                        
                                                        16,658








The
accompanying notes are an integral part of these financial
statements.


F-4


Calpetro
Tankers (Bahamas III) Limited


Statements
of Cash Flows for the years ended December 31, 2008, 2007 and 2006


(in
thousands of $)








2008
                                                      
                                                      
                                                      2007
                                                      
                                                      
                                                      2006Net
      income
                                                      
                                                      
                                                      1,985
                                                      
                                                      
                                                      
                                                      2,385
                                                      
                                                      
                                                      
                                                      1,335Adjustments
      to reconcile net income to net cash
                                                        provided
      by (used in) operating activities:Depreciation
                                                      
                                                      
                                                      59
                                                      
                                                      
                                                      
                                                      59
                                                      
                                                      
                                                      
                                                      44Amortization
      of deferred charges
                                                      
                                                      
                                                      8
                                                      
                                                      
                                                      
                                                      8
                                                      
                                                      
                                                      
                                                      11Changes
      in operating assets and liabilities:Interest
      receivable
                                                      
                                                      
                                                      18
                                                      
                                                      
                                                      
                                                      (34
                                                      )
                                                      
                                                      
                                                      312Other
      current assets
                                                      
                                                      
                                                      (1,283
                                                      )
                                                      
                                                      
                                                      45
                                                      
                                                      
                                                      
                                                      (42
                                                      )Accrued
      interest payable
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (29
                                                      )
                                                      
                                                      
                                                      (49
                                                      )Other
      current liabilities
                                                      
                                                      
                                                      (5
                                                      )
                                                      
                                                      
                                                      21
                                                      
                                                      
                                                      
                                                      16Deferred
      charter revenue
                                                      
                                                      
                                                      (63
                                                      )
                                                      
                                                      
                                                      (3,093
                                                      )
                                                      
                                                      
                                                      3,156Net
      cash provided by (used in) operating activities
                                                      
                                                      
                                                      719
                                                      
                                                      
                                                      
                                                      (638
                                                      )
                                                      
                                                      
                                                      4,783Investing
      activitiesFinance
      lease payments
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,261Termination
      fee received
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      5,050(Placement)
      maturity of restricted cash
                                                      
                                                      
                                                      (719
                                                      )
                                                      
                                                      
                                                      2,054
                                                      
                                                      
                                                      
                                                      (8,564
                                                      )Net
      cash (used in) provided by investing activities
                                                      
                                                      
                                                      (719
                                                      )
                                                      
                                                      
                                                      2,054
                                                      
                                                      
                                                      
                                                      (2,253
                                                      )Financing
      activitiesRepayments
      of debt
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (1,416
                                                      )
                                                      
                                                      
                                                      (2,530
                                                      )Net
      cash used in financing activities
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (1,416
                                                      )
                                                      
                                                      
                                                      (2,530
                                                      )Net
      increase (decrease) in cash and cash equivalents
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Cash
      and cash equivalents at beginning of year
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Cash
      and cash equivalents at end of year
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -Supplemental
      disclosure of cash flow information:Interest
      paid
                                                      
                                                      
                                                      965
                                                      
                                                      
                                                      
                                                      1,025
                                                      
                                                      
                                                      
                                                      1,182







Significant
Noncash Investing and Financing Activities




On
April 1, 2006, following the termination of the Initial Charter with Chevron,
the Company transferred $8.45 million, being the value of the vessel Front
Voyager at that date less the $5.05 million termination fee, from Investment in
Finance Lease to Vessels.





The
accompanying notes are an integral part of these financial
statements.





F-5


CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements





1.  DESCRIPTION
OF BUSINESS





CalPetro
Tankers (Bahamas III) Limited (the "Company") was incorporated in the Bahamas on
May 13, 1994 with two other entities: CalPetro Tankers (Bahamas I) Limited and
CalPetro Tankers (Bahamas II) Limited. In addition CalPetro Tankers (IOM)
Limited, was incorporated in the Isle of Man. These entities (the "Owners") were
organized as special purpose companies for the purpose of acquiring one of four
oil tankers (each a "Vessel", together the "Vessels") from Chevron Transport
Corporation ("Chevron") which were concurrently chartered on long-term charter
agreements back to Chevron. On April 21, 2005, pursuant to the bareboat charter
dated April 5, 1995 between the Company and Chevron, the Company received
irrevocable notice from Chevron regarding the termination of the bareboat
charter of its Vessel Front Voyager, on April 1, 2006. Under the terms of the
bareboat charter between Chevron and the Company, Chevron paid a termination fee
of $5,050,000. As manager to the Company, Frontline Ltd ("Frontline") was
obligated to find an acceptable replacement charter as defined by the indenture
governing the issue of the Notes that were issued on behalf of the Company and
three affiliated companies. Pursuant to a bareboat charter agreement between the
Company and Front Voyager Inc, a wholly owned subsidiary of Frontline, Front
Voyager Inc agreed to charter the Front Voyager as of April 1, 2006 for an
initial two-year period (the "Initial Period") with a further seven annual
optional periods. The charterhire payable for the Initial Period was $5,050,000.
This was prepaid in full on March 31, 2006. On March 25, 2009, the Charterer
exercised its option to extend the charter for the second one year optional
period beginning April 1, 2009 at a cost of $1.8 million. A termination fee is
required if the Charter is not extended.





The
Company along with CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  and CalPetro Tankers (IOM) Limited are
wholly-owned by California Tankers Investments Limited,  a company
organized under the laws of the Bahamas, which is in turn a wholly-owned
subsidiary of CalPetro Holdings Limited, an Isle of Man company. CalPetro
Holdings Limited is a wholly-owned subsidiary of Independent Tankers Corporation
("ITC"), a Cayman Islands company. ITC is itself is wholly-owned by Independent
Tankers Corporation Limited ("ITCL"). ITCL was established in February 2008 and
it is 82.47% owned by  Frontline Ltd., ("Frontline"), a Bermuda
company whose shares are listed on the New York Stock Exchange, London Stock
Exchange and Oslo Stock Exchange.





California
Petroleum Transport Corporation ("California Petroleum" or "CPTC"), a Delaware
corporation, acting as agent on behalf of the Owners, issued as full recourse
obligations $167,500,000 Serial First Preferred Mortgage Notes (the "Serial
Notes") and $117,900,000 8.52% First Preferred Mortgage Notes due 2015 (the
"Term Notes")  (together the "Notes"). The Serial Notes were fully
repaid April 1, 2006. The proceeds from the sale of the Notes were applied by
way of long-term loans, being Serial Loans in respect of the Serial First
Preferred Mortgage Notes and Term Loans in respect of the First Preferred
Mortgage Notes due 2015, to the Owners to fund the acquisition of their Vessels
from Chevron. The Company allocated $27,640,000 of the Serial Loans and
$12,744,000 of the Term Loans and acquired its Vessel, the Front Voyager. The
Company engages in no business other than the ownership and chartering of our
Vessel and activities resulting from or incidental to such ownership and
chartering.





The
Front Voyager is a single hull vessel. 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. In December 2003, the Marine
Environmental Protection Committee of the IMO adopted a proposed amendment to
the International Convention for the Prevention of Pollution from Ships to
accelerate the phase out of single hull tankers from 2015 to 2010 unless the
relevant flag states extend the date to 2015. Management does 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
our ability to generate income which will in turn affect our ability to service
our debt.


F-6





CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements





The
Company's only sources of funds with respect to the Term Loans are the payments
by Front Voyager Inc. and investment income.





2.  ACCOUNTING
POLICIES





Basis
of Presentation


The
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America (GAAP). The preparation of
financial statements in accordance with generally accepted accounting principles
requires that management make estimates and assumptions affecting the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.





Vessel


The
cost of the vessel less estimated residual value is depreciated on a
straight-line basis over the vessel's estimated remaining economic useful life,
which is 2015.




Impairment
of long-lived assets
 The
carrying value of long-lived assets that are held and used by the Company are
reviewed whenever events or changes in circumstances indicate that the carrying
amount of an asset may no longer be recoverable. The Company assesses
recoverability of the carrying value of the asset by estimating the future net
cash flows expected to result from the asset, including eventual disposal. If
the future net undiscounted cash flows are less than the carrying value of the
asset, an impairment loss is recorded equal to the differences between the
asset's carrying value and fair value less estimated costs to
sell.




Interest
payable recognition


Interest
payable on the Term Loans is accrued on a daily basis.





Deferred
charges
 Deferred
charges comprise expenses incurred in connection with the structuring of the
financing transactions and issuance of debt. Such expenses are being amortized
over the life of the debt on a straight line basis, which is not materially
different to the effective interest rate method.





Taxation


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





Reporting
and functional currency


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




Revenue
and expense recognition
 Revenues
and expenses are recognized on the accrual basis. Revenue is substantially
generated from bareboat charter hires and is recorded over the term of the
charter as service is provided. Interest payable on the Term Notes is accrued on
a daily basis.




Financial
Instruments


In
determining the fair value of its financial instruments, the Company uses a
variety of methods and assumptions that are based on market conditions and risks
existing at each balance sheet date. For the majority of financial instruments,
including long-term debt, standard market conventions and techniques are used to
determine fair value. All methods of assessing fair value result in a general
approximation of value, and such value may never actually be
realized.


F-7





CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements





3.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS





In
September 2006, the Financial Accounting Standards Board ("FASB") issued
Financial Accounting Standard No. 157, Fair Value Measurements, ("FAS
157"),and is effective
for fiscal years beginning after November 15, 2007.This statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements. The statement establishes a fair value hierarchy that
distinguishes between market participant assumptions developed based on market
data obtained from sources independent of the reported entity and the reported
entities own assumptions about market participant assumptions developed based on
the best information available in the circumstances. In February 2008, the FASB
issued a staff position that delays the effective date of FAS 157 for certain
nonfinancial assets and liabilities to fiscal years beginning on or after
November 15, 2008. The Company's adoption of FAS 157 did not have a material
effect on the financial statements. Adoption of the delayed provisions of FAS
157 is not expected to have a material effect on the Company's financial
statements.





In
February 2007, the FASB issued Statement of Financial Accounting Standard
No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities Including an Amendment of
FASB Statement No. 115 ("FAS 159"). FAS 159
allows  entities to choose to measure many financial instruments and
certain other items at fair value, with unrealized gains and losses related to
these financial instruments being reported in earnings at each subsequent
reporting date. FAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company's adoption of this statement did not have a
material effect on the financial statements.





In
December 2007, the FASB issued Statements No. 141(R), Business Combinations,("FAS
141(R)"), and No. 160 Noncontrolling Interests in
Consolidated Financial Statements,("FAS 160"). Together these statements
can affect the way companies account for future business combinations and
noncontrolling interests. FAS 141(R) requires, amongst other changes,
recognition of subsequent changes in the fair value of contingent consideration
in the Statement of Operations rather than against Goodwill, and transaction
costs to be recognized immediately in the Statement of Operations. FAS 160
clarifies the classification of non controlling interests (i.e. minority owners'
interests in subsidiaries) in consolidated balance sheets and the accounting for
and reporting of transactions between the reporting entity and holders of such
non controlling interests. In particular the minority owners' interest in
subsidiaries should be presented in the consolidated balance sheet within
equity, but separate from the parent's equity. Similarly the amount of net
income attributable to the parent and to the minority interest be clearly
identified and presented on the consolidated statement of income. Both FAS
141(R) and FAS 160 are effective for transactions completed in fiscal years
beginning after December 15, 2008. Adoption of FAS 141(R) and FAS 160 by the
Company in the financial statements beginning January 1, 2009 is not expected to
have a material effect on the Company's financial statements.





In
March 2008, the FASB issued Statement of Financial Accounting Standard
No. 161, Disclosures
about Derivative Instruments and Hedging Activities ("FAS 161"). This
standard amends and expands the disclosure requirements of FASB Statement 133,
Accounting for Derivative
Instruments and Hedging Activities, and is effective for fiscal years
beginning after November 15, 2008. FAS 161 requires enhanced disclosures that
better convey the purpose of an entity's derivative and hedging activities in
terms of the risk it intends to manage. In addition to other disclosure
requirements, the statement requires disclosure of the reasons for holding or
issuing derivative instruments in the context of its overall risk exposure. The
Company's adoption of FAS 161 is not expected to have a material effect on the
Company's financial statements.





In
May 2008, the FASB issued Statement of Financial Accounting Standard
No. 162, The Hierarchy of
Generally Accepted Accounting Principles,("FAS 162"). This Statement
identifies the sources of accounting principles and the framework for selecting
the principles to be used in the preparation of financial statements in
conformity with generally accepted accounting principles in the United States.
Adoption of FAS 162 is not expected to have a material effect on the Company's
financial statements.


F-8





CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements





4.  RESTRICTED
CASH




The
restricted cash accounts were established and are maintained by The Bank of New
York Mellon (formerly the Chase Manhattan Trust Company of California and
JPMorgan Chase) as the collateral trustee who maintains the accounts as
collateral agent for the equal and ratable benefit of the holders of the Term
Notes. Charterhire payments are deposited into a revenue account and these funds
can only be used to fund the principal and interest due on the Term Notes and
any operating costs in relation to operating the Owners.




5.
OTHER CURRENT ASSETS





(in
      thousands of $)
                        
                        2008
                        
                        
                        2007Charter
      revenue accrued
                        
                        
                        1,283
                        
                        
                        
                        -Interest
      receivable
                        
                        
                        16
                        
                        
                        
                        341,299
                        
                        
                        
                        34




6.
VESSEL





(in
      thousands of $)
                        
                        2008
                        
                        
                        2007Reinstatement
      of vessel
                        
                        
                        8,452
                        
                        
                        
                        8,452Accumulated
      depreciation
                        
                        
                        (162
                        )
                        
                        
                        (103
                        )Net
      book value at end of year
                        
                        
                        8,290
                        
                        
                        
                        8,349





Depreciation
expense was $0.06 million, $0.06 million and $0.04 million for the years ended
December 31, 2008, 2007 and 2006, respectively. The reinstatement of the vessel
is equal to the net investment in the capital lease at the date the termination
was made effective by Chevron less the termination fee received from
Chevron.




7.  DEFERRED
CHARGES




(in
      thousands of $)
                            
                            2008
                            
                            
                            2007Debt
      arrangement fees
                            
                            
                            384
                            
                            
                            
                            384Accumulated
      amortization
                            
                            
                            (361
                            )
                            
                            
                            (353
                            )23
                            
                            
                            
                            31





F-9





CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements





8.  DEBT





(in
      thousands of $)
                        
                        2008
                        
                        
                        20078.52%
      Term Loan due 2015
                        
                        
                        11,328
                        
                        
                        
                        11,328Less:
      current portion
                        
                        
                        (444
                        )
                        
                        
                        -10,884
                        
                        
                        
                        11,328





The
Term Loans bear interest at a rate of 8.52% per annum. Interest is payable
semi-annually on April 1 and October 1. Principal is repayable on the Term Loans
in accordance with a seven-year sinking fund schedule. The Term Loans notes
include certain covenants such as restriction on the payment of dividends and
making additional loans or advances to affiliates.  At December 31,
2008, the Company was in compliance with these covenants.





There
was no current portion repayment in 2007 as the debt was overpaid in April 2007
by the trustees in error. As a result of this overpayment, there was no further
repayments until April 2009.





When
the Initial Charter was terminated on April 1, 2006, the scheduled mandatory
sinking fund payments on the Term Loans were revised so that the allocated
principal amount of the Term Loans for the 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 $5.05
million.


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 April 1,
2006;





Year
      Ending December 31(in
      thousands of $)2009
                        
                        
                        4442010
                        
                        
                        7302011
                        
                        
                        7902012
                        
                        
                        8502013
                        
                        
                        9302014
      and later
                        
                        
                        7,584Total
      debt
                        
                        
                        11,328





The
Company is jointly and severally liable with the other Owners for all the Owners
obligations and liabilities in relation to the Term Loans but only to the extent
of the proceeds received by California Petroleum Transport Corporation from
California Petroleum Transport Corporation's right, title and interest in and to
the collateral.





9.  SHARE
CAPITAL





Authorized
share capital:




2008
                    
                    
                    20071,000
      shares of $1 par value
                    
                    
                    1,000
                    
                    
                    
                    1,000





F-10




CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements








Issued
and outstanding share capital:





2008
                    
                    
                    2007100
      common shares of $1 par value
                    
                    
                    100
                    
                    
                    
                    100





10.  FINANCIAL
INSTRUMENTS





Fair
values


The
carrying value and estimated fair value of the Company's financial instruments
at December 31, 2008 and 2007 are as follows:





2008
                              
                              
                              2008
                              
                              
                              2007
                              
                              
                              2007(in
      thousands of $)
                              
                              Carrying
      Value
                              
                              
                              Fair
                                Value
                              
                              
                              Carrying
                                Value
                              
                              
                              Fair
                                ValueRestricted
      cash
                              
                              
                              8,963
                              
                              
                              
                              8,963
                              
                              
                              
                              8,244
                              
                              
                              
                              8,2448.52%
      Term Loans due 2015
                              
                              
                              11,328
                              
                              
                              
                              12,979
                              
                              
                              
                              11,328
                              
                              
                              
                              12,169





The
methods and assumptions used in estimating the fair values of financial
instruments are as follows:





The
carrying value of restricted cash is a reasonable estimate of fair
value.





The
estimated fair value for fixed rate debt, being the Term Loans, is based on
quoted market prices.





Concentrations
of risk




As
at December 31, 2008, the Company's only source of funds for the repayment of
the principal and interest on the Loans was from charterhire payments from Front
Voyager Inc. and the proceeds, if any, from the sale of the Vessel. Accordingly,
the Company's ability to service its obligations on the Loans is wholly
dependent upon Frontline's ability to secure an acceptable replacement charter
should Front Voyager Inc. choose not to extend the Charter and the
proceeds, if any, from the sale of the Vessel are
insufficient.





There
is a concentration of credit risk with respect to Restricted Cash to the extent
that all of the amounts are invested with The Bank of New York
Mellon.





11.  RELATED
PARTY TRANSACTIONS





Charterhire
revenue





The
Company entered into a two year bareboat charter agreement with Front Voyager
Inc. on April 1, 2006. Under this agreement, charterhire of $5.05 million was
prepaid in 2006 and on April 1, 2008 the charter was extended for a further year
with charterhire of $1.5 million being prepaid for the period to April 1, 2009.
On March 25, 2009, the Charterer exercised its option to extend the charter for
the second one year optional period beginning April 1, 2009 at a cost of $1.8
million. The following table outlines the revenue and payments related to this
agreement during the year:


F-11





CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements








(in
      thousands of $)
                          
                          2008
                          
                          
                          2007Deferred
      charterhire revenue – January 1
                          
                          
                          63
                          
                          
                          
                          3,156Charterhire
      paid during the year
                          
                          
                          1,548
                          
                          
                          
                          -Charterhire
      revenue recognized in year
                          
                          
                          (2,894
                          )
                          
                          
                          (3,093
                          )(Accrued
      income) deferred charterhire – December 31
                          
                          
                          (1,283
                          )
                          
                          
                          63





The
Charter contains five annual options to extend the Charter after April 1, 2010
and provides sufficient funds to allow the Company to satisfy its obligations to
make mandatory sinking fund payments and to pay all related
expenses.





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




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


·
            any
      recurring fees and taxes for the
vessel;


·
            the
      management fee and technical advisor's fees allocated to the
      Company;


·
            the
      amount of fees and expenses of the Indenture Trustee, trustee fees and
      designated representative fees allocable to the Company;
    and


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





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




·
            the
      amount of principal and interest on the term loan that will become due in
      the period of the extension; or


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





Charterhire
revenue is being recognised over the expected life of the Charter.





Management
Fee





Pursuant
to a management agreement, Frontline is the Company's Manager and Technical
Advisor. Under the management agreement, Frontline is entitled to a Management
Fee and a Technical Advisor's Fee.





Under
the terms of the management agreement, the Management Fee consists of a fee of
$13,625 initially per annum for the Vessel, along with a fee of $3,000 covering
all four Vessels, payable semi-annually in arrears for the period until the
third anniversary of the closing of the Notes issue then increasing by four
percent on each subsequent anniversary of the closing of the issue of the
Notes.




The
Technical Advisor's Fee was initially $10,000 per annum for each Vessel, payable
semi-annually in arrears, during the initial first three year period as
described above. On each subsequent anniversary of the closing of the issue of
the Notes, the fee will increase by 4%. In addition, the Technical Advisor is
entitled to be reimbursed for the fees, costs and expenses of conducting
periodic inspections of the Vessels.





F-12





CalPetro
Tankers (Bahamas III) Limited


Notes
to the financial statements





Pursuant
to a Designated Representative Agreement, CalPetro Holdings Limited (the
"Designated Representative") was appointed to represent California Petroleum as
its Designated Representative to act on its behalf with respect to certain
administrative matters such as the filing of periodic reports and financial
statements with the Securities and Exchange Commission. The fee payable to the
Designated Representative (the "Designated Representative Fee") during the
initial three year period described above was $15,000 per annum with a four
percent increase on each subsequent anniversary of the closing of the issue of
the Notes.





Management
fee expenses and management fee payable for the years ended and as of December
31, 2008, 2007, and 2006 are as follows:




(in
      thousands of $)
                
                2008
                
                
                2007
                
                
                2006Management
      fee expenses
                
                
                43
                
                
                
                41
                
                
                
                40Management
      fee payable
                
                
                21
                
                
                
                10
                
                
                
                10





12.  COLLATERAL
ARRANGEMENTS





The
Term Loans are collateralized by a first preference mortgage on the Vessel to
California Petroleum Transport Corporation. The earnings and insurance relating
to the Vessel have been collaterally assigned pursuant to an Assignment of
Earnings and Insurance to California Petroleum Transport Corporation, which in
turn has assigned such Assignment of Earnings and Insurance to the Collateral
Trustee. The Front Voyager Inc. Charter relating to the Vessel has been
collaterally assigned pursuant to the Assignment of Front Voyager Inc. Charter
to California Petroleum Transport Corporation, which in turn has assigned such
Assignment to the Collateral Trustee.  The Capital Stock of the
Company has been pledged to California Petroleum Transport Corporation pursuant
to the Stock Pledge Agreement.





13.  SUBSEQUENT
EVENT





On
March 25, 2009, Front Voyager Inc exercised its option to extend the charter for
the second one year period beginning April 1, 2009 at a cost of $1.8
million.


F-13


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











/s/ Kate
Blankenship


Kate
Blankenship


Director
and Secretary




















Date:
May 20, 2009