UNITED  STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K





(Mark
One)





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





For
      the fiscal year ended
                December
      31, 2008





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








For
      the transition period from
                to





Commission
      file number
                033-79220





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





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





Suite
      3249, One International Place, Boston, Massachusetts,
      02110-2624(Address
      of principal executive
offices)





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





Securities
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 Exchange
Act.





None(Title
      of class)











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


[__]
      Yes
            [X]
      No





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


[__]
      Yes
            [X]
      No





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


[X]
      Yes
            [_]
      No





Indicate
by check mark 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
            [X]
      No





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


[_]
      Yes
              [X]
      No


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 [_]
            Accelerated
      filer [_]
            Non-accelerated
      filer  [X ]
            Smaller
      reporting company [_]





(Do
not check if smaller reporting company)





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


[_]
      Yes
            [X]
      No





State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter.


None.





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of March 27, 2009.


1,000
      shares of Common Stock, $1 par
value





.


DOCUMENTS INCORPORATED BY REFERENCE:
              None.








CALIFORNIA
PETROLEUM TRANSPORT CORPORATION





FORM
10-K





TABLE
OF CONTENTS





PagePART
      IItem
      1.
            Business
            1Item
      1A.
            Risk
      Factors
            4Item
      1B.
            Unresolved
      Staff Comments
            11Item
      2.
            Properties
            11Item
      3.
            Legal
      Proceedings
            11Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            11PART
      IIItem
      5.
            Market
      for Registrant's Common Equity, Related StockholderMatters
      and Issuer
              Purchases
      ofEquity
      Securities
            11Item
      6.
            Selected
      Financial Data
            11Item
      7.
            Management's
      Discussion and Analysis of FinancialCondition
      and
              Results
      of Operations
            12Item
      7A.
            Quantitative
      and Qualitative Disclosures about Market Risk
            16Item
      8.
            Financial
      Statements and Supplementary Data
            17Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting
              and
      Financial Disclosure
            27Item
      9A (T).
            Controls
      and Procedures
            27Item
      9B.
            Other
      Information
            28PART
      IIIItem
      10.
            Directors
      and Executive Officers of the Registrant
            28Item
      11.
            Executive
      Compensation
            29Item
      12.
            Security
      Ownership of Certain Beneficial Owners And Management
              and
      Related Stockholder Matters
            29Item
      13.
            Certain
      Relationships and Related Transactions
            29Item
      14.
            Principal
      Accountant Fees and Services
            30PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules
            30Signatures
            34














PART
I





Cautionary
Statement Regarding Forward-Looking Statements





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





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





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





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





Item
1.  Business





The
Company


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





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





We
have no employees.


1








The
Owners


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





The
Charters


Three
of the Vessels, the Cygnus Voyager, the Altair Voyager and the Sirius Voyager
are currently chartered to Chevron under bareboat charters dated as of the date
of the original issuance of the Notes (collectively, the "Chevron Charters") and
are due to expire on April 1, 2015. The Front Voyager is currently chartered to
Front Voyager Inc. under a bareboat charter (the "Front Voyager Charter") which
is scheduled to expire on April 1, 2009 subject to Front Voyager Inc exercising
its option to extend the charter on an annual basis until April 1,
2015.   On March 25, 2009, Front Voyager Inc. exercised its option to
extend the charter for the second one year period beginning April 1,
2009.   We refer to the Chevron Charters and the Front Voyager Charter
collectively as the Charters.





Under
the Chevron Charters, Chevron can elect to terminate the charter on any of three
termination dates occurring at two-year intervals that began in 2003, 2004 and
2006. Notice of Chevron's intention to terminate must be given seven months
prior to the termination date. As of March 27, 2009, we had not received any
termination notices from Chevron with respect to the Chevron Charters. Chevron
is required to pay each Owner a termination payment (the "Termination Payment")
on or prior to the remaining termination dates as follows:





(In
millions of $)


Optional
      Termination Date
                
                Cygnus
      Voyager
                
                
                Altair
                  Voyager
                
                
                Sirius
                  VoyagerApril
      1, 2009
                
                
                9.97
                
                
                
                
                
                
                8.89April
      1, 2010
                
                
                
                
                
                
                8.94April
      1, 2011
                
                
                
                
                
                
                
                
                
                
                7.88





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





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





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


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


2





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


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


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





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




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


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





If
any of the charter agreements are terminated and an acceptable replacement
charter cannot be found, Frontline will


solicit
bids for the sale of the vessel. If there are no bids that provide net proceeds
that, together with the termination payment, at least equal the allocated
principal amount of the Company's term mortgage notes plus any interest accrued,
Frontline will forward to the appointed Indenture Trustee copies of all bids for
the recharter of the vessel. Unless instructed by all the holders of the Term
Mortgage Notes to accept a sale bid that is below the required minimum bid,
Frontline will attempt to recharter the vessel on such terms as it deems
appropriate provided that:





(i)
            such
      charter is at arms length;


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


(iii)
            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.





The
International Tanker Market


The
market for international seaborne crude oil transportation services is highly
fragmented and competitive. Seaborne crude oil transportation services are
generally provided by two main types of operators: major oil company captive
fleets (both private and state-owned) and independent shipowner fleets. In
addition, several owners and operators pool their vessels together on an ongoing
basis, and such pools are available to customers to the same extent as
independently owned and operated fleets. Many major oil companies and other oil
trading companies, the primary charterers of the vessels owned or controlled by
the Owners, also operate their own vessels and use such vessels not only to
transport their own crude oil but also to transport crude oil for third party
charterers in direct competition with independent owners and operators in the
tanker charter market. Competition for charters is intense and is based upon
price, location, size, age, condition and acceptability of the vessel and its
manager. Competition is also affected by the availability of other size vessels
to compete in the trades in which the Owners engage.





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





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





·
            Ultra
      large crude carriers "ULCC"- size range of approximately 320,000 to
      450,000 deadweight tons (dwt);


·
            Very
      large crude carriers "VLCC"- size range of approximately 200,000 to
      320,000 dwt;


3





·
            Suezmax-size
      range of approximately 120,000 to 200,000
dwt;


·
            Aframax-size
      range of approximately 60,000 to 120,000 dwt;
  and


·
            small
      tankers of less than approximately 60,000
dwt.





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





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





Available
Information





We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended. In accordance with these requirements, we file reports and
other information with the Securities and Exchange Commission ("SEC"). These
materials, including this annual report and the accompanying exhibits, may be
inspected and copied at the public reference facilities maintained by the SEC at
100 F Street, N.E., Washington, DC. 20549.  You may obtain information
on the operation of the public reference room by calling 1 (800) SEC-0330.
The SEC maintains a website (http://www.sec.gov.) that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC. In addition, documents referred to in this annual
report may be inspected at our principal executive offices at Suite 3249, One
International Place, Boston, Massachusetts, 02110-2624 or at the offices of our
manager at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM
08.





Item
1A. Risk Factors





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





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





Three
of the Vessels are currently operated under the Chevron Charters. The Chevron
Charters each have a term expiring on April 1, 2015, subject to Chevron having
an option to terminate the Charters at earlier dates as discussed above. As of
March 27, 2009, we had not received any termination notices from Chevron with
respect to the Chevron Charters. On April 21, 2005, Chevron gave irrevocable
notice of its intention to exercise its first termination option effective April
1, 2006 on the single hull vessel, Front Voyager. Pursuant to a bareboat charter
agreement between CalPetro Bahamas III and Front Voyager Inc., Front Voyager
Inc. agreed to charter the Front Voyager as of 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 the second one
year period beginning April 1, 2009. We refer to Chevron and Frontline as the
Charterers.





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, the Owners earnings
and available cash flow may decrease. The ability to re-charter theVesselson the expiration or termination of the
Initial Charters 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.


4





The factors affecting the supply and
demand for oil tankers are outside of the Owners 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


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





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





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





As
discussed above, Chevron may elect to terminate their Chevron Charters on
certain termination dates and Front Voyager Inc may elect not to exercise its
annual renewal options with respect to the charter for the Front Voyager. We
cannot predict at this time any of the factors that the charterers will consider
in deciding whether to exercise any of their remaining termination or renewal
options under the Charters.  It is likely, however, that the
charterers would consider a variety of factors, which may include whether a
vessel is suitable to their requirements and whether competitive charterhire
rates are available in the open market at that time.





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


5





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




Front
Voyager Inc. the current charterer of the Front Voyager, is a wholly owned
subsidiary of Frontline.  As such, situations might arise where
Frontline may favor its own interest to the detriment of the 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 Front Voyager Charter, where Frontline may act in its own best interests and
not our best interests.





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





The
operation of tanker vessels and transportation of crude and petroleum products
is an extremely competitive business.  During the term of the Charters
with the charterers, the Owners are not exposed to the risk associated with this
competition.  At the end of the Charters or in the event that the
charterers terminate any Charter at any of the optional termination dates, the
Owners will have to compete with other tanker owners, including major oil
companies as well as independent tanker companies for charters.  Due
in part to the fragmented tanker market, competitors with greater resources
could enter and operate larger fleets through acquisitions or consolidations and
may be able to offer better prices and fleets, which could result in the Owners
achieving lower revenues from their Suezmax oil tankers which will reduce the
amounts available, if any, to pay the principal and interest on the serial and
term loans due to us.  Should the Owners default on payment of this
interest and principal, the value of collateral to the serial and term loans may
be insufficient to repay the Notes.





Any
decrease in shipments of crude oil may adversely affect the Owners financial
performance at the end of the
Charter or if Chevron terminates the Charter prior to that time.





The demand for our oil tankers derives
primarily from demand for Arabian Gulf and West African crude oil, along with
crude oil from the formerSoviet 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. If oil prices were to rise
dramatically, the economies of the world's industrial countries may experience a
significant downturn.





Any decrease in shipments of crude oil
from the above mentioned geographical areas would have a material adverse effect
on theOwners'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.





The supply of vessels generally
increases with deliveries of new vessels and decreases with the scrapping of
older vessels, conversion of vessels to other uses, such as floating production
and storage facilities, and loss of tonnage as a result of casualties. Currently
there is significant newbuilding activity with respect to virtually all sizes
and classes of vessels. If the amount of tonnage delivered exceeds the number of
vessels being scrapped, vessel capacity will increase. As discussed below, if
the supply of vessel capacity increases and the demand for vessel capacity does
not, the charter rate paid for theVesselsas well as the value of the Vessels
could materially decline. Such a decline in charter rate and vessel value would
likely have an adverse effect on the Owners revenues and profitability at
the end of the Charter or if Chevron terminates the Charter prior to that time
which in turn could lead to defaults in payment.


6








An
over-supply of tanker capacity may lead to reductions in charter rates, vessel
values, and profitability when the Charters expires or is terminated by
Chevron.





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 the Owners' results of operations if the Charters expire or
are terminated.





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
the Owners 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 Commission, other regulators,
self-regulatory organizations and 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.





The
Owners 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 the Owners
businesses or impair their 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 the Owners results of operations, financial
condition or cash flows.





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





The
Owners' operations are affected by extensive and changing international,
national, state and local laws, regulations, treaties, conventions and standards
in force in international waters, the jurisdictions in which the Vessels operate
and the country or countries in which such vessels are registered, including
those governing the management and disposal of hazardous substances and wastes,
the cleanup of oil spills and other contamination, air emissions, and water
discharges and ballast water management.  These regulations include
the U.S. Oil Pollution Act of 1990, or OPA, the 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 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.


7








In
addition, vessel classification societies also impose significant safety and
other requirements on our vessels.  In complying with current and
future environmental requirements, the Owners may also incur significant
additional costs in meeting new maintenance and inspection requirements, in
developing contingency arrangements for potential spills and in obtaining
insurance coverage.  Government regulation of vessels, particularly in
the areas of safety and environmental requirements, can be expected to become
stricter in the future and require the Owners to incur significant capital
expenditures on their Vessels to keep them in compliance, or even to scrap or
sell certain vessels 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.





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





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





For
example, OPA affects all vessel owners shipping oil to, from or within the
United States.  OPA allows for potentially unlimited liability without
regard to fault for owners, operators and bareboat charterers of vessels for oil
pollution in United States waters.  Similarly, 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.





OPA
also provides for the scheduled phase-out of all non-double-hull tankers that
carry oil in bulk in United States waters. The IMO and the European Union, or
EU, have adopted separate phase-out schedules applicable to single-hull tankers
operating in international and EU waters, respectively. These regulations could
reduce the demand for single-hull tankers, force the remaining single-hull
vessels into less desirable trading routes, increase the number of vessels
trading in routes open to single-hull vessels and could increase demands for
further restrictions in the remaining jurisdictions that permit the operation of
these vessels. As a result, single-hull vessels are likely to be chartered less
frequently and at lower rates.





In
recent years, the IMO and EU have both accelerated their existing
non-double-hull phase-out schedules in response to highly publicized oil spills
and other shipping incidents involving companies unrelated to us. Future
accidents may be expected in the industry, and such accidents or other events
may be expected to result in the adoption of even stricter laws and regulations,
which could limit the owners operations or their ability to do business and
which could have a material adverse effect on their business and financial
results.





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 and therefore affect the operation of the
Vessels.  Although the charterers are responsible for all operational
matters and bear all these expenses during the term of the current Charters,
these expenses could have an adverse effect on the Owners' business operations
at any time after the expiration or termination of the Charters or in the event
the charterers fail to make a necessary payment.


8





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





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





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





There
are a number of risks associated with the operation of ocean-going vessels,
including mechanical failure, collision, property loss and cargo loss or damage
and business interruption due to political circumstances in foreign countries,
hostilities and labour strikes.  In addition, the operation of any
vessel is subject to the inherent possibility of marine disaster, including oil
spills and other environmental mishaps, and the liabilities arising from owning
and operating vessels in international trade.  Under the Charters, the
charterers bear all risks associated with the operation of the Vessels including
the total loss of the Vessels.  However, we cannot assure holders of
the Notes that the Owners will adequately insure against all risks or in the
event the Charters expire or are terminated.  The Owners may not be
able to obtain adequate insurance coverage at reasonable rates for the Vessels
in the future and the insurers may not pay particular claims.





Acts
of piracy on ocean-going vessels have recently increased in frequency, which
could adversely affect the Owners business.





Acts
of piracy have historically affected ocean-going 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, 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 any of the Owners, 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 the owners 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. The Owners 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 Chevron and Front Voyager Inc, which could impair
its ability to make payments to the Owners under Charter.





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





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


9





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





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





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





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





The Owners operations outside theUnited Statesexpose them to global risks that may
interfere with the operation of their Vessel.





The Owners are international
companies and primarily conduct their operations
outside of theUnited
States. Changing economic,
regulatory, political and governmental conditions in the countries in which they
are engaged in business or where their Vessel is registered affect them.
Hostilities or other political instability in regions where their Vessels trade
could affect their trade patterns and adversely affect their operations and
performance. The terrorist attacks against targets in theUnited Stateson September 11, 2001 and the military
response by theUnited
Stateshas increased the
likelihood of acts of terrorism worldwide. Acts of terrorism, regional
hostilities or other political instability, as shown by the attack on theLimburginYemenin October 2002, attacks on oil
pipelines during and subsequent to theIraqwar in 2003 and attacks on expatriate
workers in theMiddle
Eastcould adversely affect
the oil trade and reduce the Owners revenue or increase our
expenses.





The Vessels may call on ports
located in countries that are subject to restrictions imposed by the United
States government.





The
Charters are bareboat charters and, from time to time, the Vessels 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 their Vessel from making calls to ports in these
countries, potential investors could view such port calls negatively, which
could adversely affect their reputation and the market for their Notes. 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 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 the Notes, but are not
obligated to do so and may discontinue their market making activity at any
time.  In addition, their market making activity is subject to the
limits imposed by the Securities Act and the Exchange Act.  We cannot
assure you that an active trading market exists for the Notes or that any market
for the Notes will be liquid.


10





Item
1B.       Unresolved Staff Comments





None.





Item
2.          Properties





We
have no property.  The Notes are our obligations and we loaned the
proceeds of the sales to the Owners, by means of term and serial loans, to
facilitate the funding of the acquisition of the Vessels.  Other than
the Vessels described below, the Owners have no property.





Owner
                  Vessel
                  Construction
                  Delivery
      Date
                  Approximate
      dwt.CalPetro
      Tankers
                    (Bahamas
      I) Limited
                  Cygnus
      Voyager
                  Double
      Hull
                  March
      1993
                  150,000CalPetro
      Tankers
                    (Bahamas
      II) Limited
                  Altair
      Voyager
                  Double
      Hull
                  August
      1993
                  130,000CalPetro
      Tankers
                    (Bahamas
      III) Limited
                  Front
      Voyager
                  Single
      Hull
                  February
      1992
                  150,000CalPetro
      Tankers
                    (Bahamas
      IOM) Limited
                  Sirius
      Voyager
                  Double
      Hull
                  October
      1994
                  150,000





Item
3.         Legal
Proceedings





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





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





No
matter was submitted to a vote of security holders, through the solicitation of
proxies or otherwise, during the fourth quarter of the fiscal year ended
December 31, 2008.





PART
II





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





(a)
            There
      is no established trading market for our Common
  Stock.





(b)
            As
      of March 27, 2009, there was one (1) holder of record of our Common
      Stock.





(c)
            There
      were no repurchases of our Common
Stock.





Item
6.          Selected Financial
Data





The
selected statement of operations and retained earnings data of the Company with
respect to the fiscal years ended December 31, 2008, 2007 and 2006, and the
balance sheet data as at 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 as at December
31, 2006, 2005 and 2004 have been derived from audited financial statements of
the Company not included herein.


11










Year
      ended December 31,($'000s
      except per share data)
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005
                      
                      
                      2004Total
      operating revenues
                      
                      
                      6,961
                      
                      
                      
                      7,876
                      
                      
                      
                      8,798
                      
                      
                      
                      9,793
                      
                      
                      
                      10,922Net
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      income per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
      assets
                      
                      
                      79,686
                      
                      
                      
                      89,470
                      
                      
                      
                      100,625
                      
                      
                      
                      112,905
                      
                      
                      
                      127,483Long
      term liabilities
                      
                      
                      68,039
                      
                      
                      
                      78,009
                      
                      
                      
                      88,381
                      
                      
                      
                      98,477
                      
                      
                      
                      110,533Cash
      dividends declared per share
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -





The
following table sets forth a summary of quarterly unaudited results of
operations for the years ended December 31, 2008 and 2007.





($'000s)
                        
                        First
      Quarter
                        
                        
                        Second
      Quarter
                        
                        
                        Third
      Quarter
                        
                        
                        Fourth
      Quarter2008Operating
      revenues
                        
                        
                        1,895
                        
                        
                        
                        1,693
                        
                        
                        
                        1,693
                        
                        
                        
                        1,680Expenses
                        
                        
                        (1,895
                        )
                        
                        
                        (1,693
                        )
                        
                        
                        (1,693
                        )
                        
                        
                        (1,680
                        )Net
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -2007Operating
      revenues
                        
                        
                        2,128
                        
                        
                        
                        1,894
                        
                        
                        
                        1,907
                        
                        
                        
                        1,947Expenses
                        
                        
                        (2,128
                        )
                        
                        
                        (1,894
                        )
                        
                        
                        (1,907
                        )
                        
                        
                        (1,947
                        )Net
      income
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -





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





Business
Strategy





California
Petroleum


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





The
Owners


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





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
















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


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


12





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





On
March 25, 2009, Front Voyager Inc. exercised its option to extend the charter
for the second one year period beginning April 1, 2009.  As of March 27,
2009, we had not received any termination notices from Chevron with respect to
the Chevron Charters.





Results
of Operations





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





Interest
income





(in
      thousands of $)
                  
                  2008
                  
                  
                  2007Interest
      income
                  
                  
                  6,937
                  
                  
                  
                  7,779





Interest
income decreased in 2008 compared to 2007 primarily due to a decrease in the
principal balance of loans receivable. On April 1, 2008, the Owners repaid total
principal of $9.5 million on the Loans.




Expenses
reimbursed




(in
      thousands of $)
                  
                  2008
                  
                  
                  2007Expenses
      reimbursed
                  
                  
                  24
                  
                  
                  
                  97





Administrative
expenses are lower in 2008 as a result of a reduction in audit fees and an over
accrual in 2007.





Interest
expense




(in
      thousands of $)
                    
                    2008
                    
                    
                    2007Interest
      expense
                    
                    
                    (6,849
                    )
                    
                    
                    (7,691
                    )





Interest
expense decreased compared to 2007 primarily due to a decrease in the principal
balance of the Notes. On April 1, 2008, we repaid total principal of $9.5
million on the Notes.





Administrative
expenses





(in
      thousands of $)
                  
                  2008
                  
                  
                  2007Administrative
      expenses
                  
                  
                  (24
                  )
                  
                  
                  (97
                  )





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


13





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





Interest
income




(in
      thousands of $)
                      
                      2007
                      
                      
                      2006Interest
      income
                      
                      
                      7,779
                      
                      
                      
                      8,729




Interest
income decreased in 2007 compared to 2006 primarily due to a decrease in the
principal balance of loans receivable. On April 1, 2007, the Owners repaid total
principal of $10.9 million on the Loans.




Expenses
reimbursed




(in
      thousands of $)
                      
                      2007
                      
                      
                      2006Expenses
      reimbursed
                      
                      
                      97
                      
                      
                      
                      69




Administrative
expenses are higher in 2007 as a result of increased audit fees.




Interest
expense




(in
      thousands of $)
                          
                          2007
                          
                          
                          2006Interest
      expense
                          
                          
                          (7,691
                          )
                          
                          
                          (8,641
                          )




Interest
expense decreased compared to 2006 primarily due to a decrease in the principal
balance of the Notes. On April 1, 2007, we repaid total principal of $10.9
million on the Notes.




Administrative
Expenses




(in
      thousands of $)
                      
                      2007
                      
                      
                      2006Administrative
      expenses
                      
                      
                      (97
                      )
                      
                      
                      (69
                      )




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





Liquidity
and Capital Resources





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





Critical
Accounting Policies





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





Recently
Issued Accounting Standards





There
were no new accounting standards implemented in 2008 that had an impact on our
results or new accounting standards to be implemented in the future that we
expect to have an impact on our results when adopted.





14


Tabular
disclosure of contractual obligations





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





Payments
      due by period(in
      $'000)
                          
                          Less
      than
                            1
      year
                          
                          
                          1-3
      years
                          
                          
                          3-5
      years
                          
                          
                          More
      than
                            5
      years
                          
                          
                          TotalTerm
      Mortgage Notes (8.52%)
                          
                          
                          9,970
                          
                          
                          
                          20,572
                          
                          
                          
                          20,832
                          
                          
                          
                          26,635
                          
                          
                          
                          78,009Total
      contractual obligations
                          
                          
                          9,970
                          
                          
                          
                          20,572
                          
                          
                          
                          20,832
                          
                          
                          
                          26,635
                          
                          
                          
                          78,009





15


Item
7A.      Quantitative and Qualitative Disclosures about
Market Risk





None
of the instruments issued by us are for trading purposes.  We are
exposed to business risk inherent in the international tanker market as outlined
in "Item 1A. Risk Factors."





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





Term
Loans


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





The
table below provides the final principal payments on the term loans if none of
the Charters are terminated and if all of the Charters are terminated on the
earliest remaining termination dates. The information in the column
entitled  "No initial charters terminated" takes into consideration
the effect of the termination of the bareboat charter between CalPetro Tankers
Bahamas III and Chevron, which was terminated with effect from April 1,
2006.





Scheduled
      payment date
                                                                          
                                                                          No
      initial charters terminated
                                                                            $'000
                                                                          
                                                                          
                                                                          All
      initial charters terminated
                                                                            $'000April
      1, 2009
                                                                          
                                                                          
                                                                          9,970
                                                                          
                                                                          
                                                                          
                                                                          9,970April
      1, 2010
                                                                          
                                                                          
                                                                          10,256
                                                                          
                                                                          
                                                                          
                                                                          7,157April
      1, 2011
                                                                          
                                                                          
                                                                          10,316
                                                                          
                                                                          
                                                                          
                                                                          5,810April
      1, 2012
                                                                          
                                                                          
                                                                          10,376
                                                                          
                                                                          
                                                                          
                                                                          6,290April
      1, 2013
                                                                          
                                                                          
                                                                          10,456
                                                                          
                                                                          
                                                                          
                                                                          6,840April
      1, 2014
                                                                          
                                                                          
                                                                          10,536
                                                                          
                                                                          
                                                                          
                                                                          7,420April
      1, 2015
                                                                          
                                                                          
                                                                          16,099
                                                                          
                                                                          
                                                                          
                                                                          34,52278,009
                                                                          
                                                                          
                                                                          
                                                                          78,009





The
outstanding amount of Term Loans at December 31, 2008 was $78.0
million.




16


Item
8.         Financial Statements and
Supplementary Data





PageReport
      of PricewaterhouseCoopers AS, Registered Public Accounting
      Firm
            18Report
      of Grant Thornton LLP,  Registered Public Accounting
      Firm
            19Balance
      Sheets as of December 31, 2008 and 2007
            20Statements
      of Operations and Retained Earnings for the years ended December 31, 2008,
      2007 and 2006
            21Statements
      of Cash Flows for the years ended December 31, 2008, 2007 and
      2006
            22Notes
      to Financial Statements
            23














17


Report
of Registered Public Accounting Firm





To
the Board of Directors and Stockholder


California
Petroleum Transport Corporation








We
have audited the accompanying balance sheet of California Petroleum Transport
Corporation (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 March 28, 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 provides
a reasonable basis for our opinion.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of California Petroleum Transport
Corporation as of December 31, 2008 and the results of its operations and
cash flows for each of 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




March 27,
2009











18


Report
of Independent Registered Public Accounting Firm





To
the Board of Directors


California
Petroleum Transport Corporation








We
have audited the accompanying balance sheet of California Petroleum Transport
Corporation as of December 31, 2007 and the related statements of
operations and retained earnings, and cash flows for each of 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal control over
financial reporting.  An audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of California Petroleum Transport
Corporation as of December 31, 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





Grant
Thornton LLP


New
York, New York





March
28, 2008


19


California
Petroleum Transport Corporation


Balance
Sheets as of December 31, 2008 and 2007


(in
thousands of US$)





2008
                                                                                                        
                                                                                                        
                                                                                                        2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                                                                                                        
                                                                                                        
                                                                                                        1
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1Current
      portion of term loans receivable
                                                                                                        
                                                                                                        
                                                                                                        9,970
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        9,526Interest
      receivable
                                                                                                        
                                                                                                        
                                                                                                        1,662
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,864Other
      current assets
                                                                                                        
                                                                                                        
                                                                                                        14
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        70Total current
      assets
                                                                                                        
                                                                                                        
                                                                                                        11,647
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        11,461Term
      loans receivable, less current portion
                                                                                                        
                                                                                                        
                                                                                                        67,485
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        77,367Deferred
      charges
                                                                                                        
                                                                                                        
                                                                                                        554
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        642Total
      assets
                                                                                                        
                                                                                                        
                                                                                                        79,686
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        89,470LIABILITIES
      AND STOCKHOLDER'S EQUITYCurrent
      liabilities:Accrued
      interest
                                                                                                        
                                                                                                        
                                                                                                        1,662
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,864Current
      portion of term mortgage notes
                                                                                                        
                                                                                                        
                                                                                                        9,970
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        9,526Other
      current liabilities
                                                                                                        
                                                                                                        
                                                                                                        14
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        70Total current
      liabilities
                                                                                                        
                                                                                                        
                                                                                                        11,646
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        11,460Term
      mortgage notes, less current portion
                                                                                                        
                                                                                                        
                                                                                                        68,039
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        78,009Total
      liabilities
                                                                                                        
                                                                                                        
                                                                                                        79,685
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        89,469Stockholder's
      equityShare
      capital
                                                                                                        
                                                                                                        
                                                                                                        1
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1Total
      liabilities and stockholder's equity
                                                                                                        
                                                                                                        
                                                                                                        79,686
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        89,470







See
accompanying notes to the financial statements.




20


California
Petroleum Transport Corporation


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


(in
thousands of US$)





2008
                                                                            
                                                                            
                                                                            2007
                                                                            
                                                                            
                                                                            2006RevenueInterest
      income
                                                                            
                                                                            
                                                                            6,937
                                                                            
                                                                            
                                                                            
                                                                            7,779
                                                                            
                                                                            
                                                                            
                                                                            8,729Expenses
      reimbursed
                                                                            
                                                                            
                                                                            24
                                                                            
                                                                            
                                                                            
                                                                            97
                                                                            
                                                                            
                                                                            
                                                                            69Total
      operating revenues
                                                                            
                                                                            
                                                                            6,961
                                                                            
                                                                            
                                                                            
                                                                            7,876
                                                                            
                                                                            
                                                                            
                                                                            8,798ExpensesGeneral
      and administrative expenses
                                                                            
                                                                            
                                                                            (24
                                                                            )
                                                                            
                                                                            
                                                                            (97
                                                                            )
                                                                            
                                                                            
                                                                            (69
                                                                            )Amortization
      of debt issue costs
                                                                            
                                                                            
                                                                            (88
                                                                            )
                                                                            
                                                                            
                                                                            (88
                                                                            )
                                                                            
                                                                            
                                                                            (88
                                                                            )Interest
      expense
                                                                            
                                                                            
                                                                            (6,849
                                                                            )
                                                                            
                                                                            
                                                                            (7,691
                                                                            )
                                                                            
                                                                            
                                                                            (8,641
                                                                            )(6,961
                                                                            )
                                                                            
                                                                            
                                                                            (7,876
                                                                            )
                                                                            
                                                                            
                                                                            (8,798
                                                                            )Net
      income
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Retained
      earnings, beginning of year
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Retained
      earnings, end of year
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -







See
accompanying notes to the financial statements.




21


California
Petroleum Transport Corporation


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


(in
thousands of US$)





2008
                                                                            
                                                                            
                                                                            2007
                                                                            
                                                                            
                                                                            2006Net
      income
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Amortization
      of deferred debt issue costs
                                                                            
                                                                            
                                                                            88
                                                                            
                                                                            
                                                                            
                                                                            88
                                                                            
                                                                            
                                                                            
                                                                            88Changes
      in operating assets and liabilities:Interest
      receivable
                                                                            
                                                                            
                                                                            202
                                                                            
                                                                            
                                                                            
                                                                            233
                                                                            
                                                                            
                                                                            
                                                                            251Other
      current assets
                                                                            
                                                                            
                                                                            56
                                                                            
                                                                            
                                                                            
                                                                            (21
                                                                            )
                                                                            
                                                                            
                                                                            (27
                                                                            )Accrued
      interest
                                                                            
                                                                            
                                                                            (202
                                                                            )
                                                                            
                                                                            
                                                                            (233
                                                                            )
                                                                            
                                                                            
                                                                            (251
                                                                            )Other
      current liabilities
                                                                            
                                                                            
                                                                            (56
                                                                            )
                                                                            
                                                                            
                                                                            21
                                                                            
                                                                            
                                                                            
                                                                            27Net cash provided by operating
      activities
                                                                            
                                                                            
                                                                            88
                                                                            
                                                                            
                                                                            
                                                                            88
                                                                            
                                                                            
                                                                            
                                                                            88Cash
      flows from investing activitiesCollections
      on loans receivable
                                                                            
                                                                            
                                                                            9,438
                                                                            
                                                                            
                                                                            
                                                                            10,942
                                                                            
                                                                            
                                                                            
                                                                            12,056Net cash provided by investing
      activities
                                                                            
                                                                            
                                                                            9,438
                                                                            
                                                                            
                                                                            
                                                                            10,942
                                                                            
                                                                            
                                                                            
                                                                            12,056Cash
      flows from financing activitiesRepayments
      of mortgage notes
                                                                            
                                                                            
                                                                            (9,526
                                                                            )
                                                                            
                                                                            
                                                                            (11,030
                                                                            )
                                                                            
                                                                            
                                                                            (12,144
                                                                            )Net cash used in financing
      activities
                                                                            
                                                                            
                                                                            (9,526
                                                                            )
                                                                            
                                                                            
                                                                            (11,030
                                                                            )
                                                                            
                                                                            
                                                                            (12,144
                                                                            )Net
      change in cash and cash equivalents
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Cash
      and cash equivalents at beginning of year
                                                                            
                                                                            
                                                                            1
                                                                            
                                                                            
                                                                            
                                                                            1
                                                                            
                                                                            
                                                                            
                                                                            1Cash
      and cash equivalents at end of year
                                                                            
                                                                            
                                                                            1
                                                                            
                                                                            
                                                                            
                                                                            1
                                                                            
                                                                            
                                                                            
                                                                            1Supplemental
      disclosure of cash flow information:Interest
      paid
                                                                            
                                                                            
                                                                            7,051
                                                                            
                                                                            
                                                                            
                                                                            7,924
                                                                            
                                                                            
                                                                            
                                                                            8,892





See accompanying notes to the financial
statements.




22


California
Petroleum Transport Corporation




Notes
to Financial Statements




1.
            DESCRIPTION
      OF BUSINESS AND BASIS OF
PRESENTATION





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





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





On
April 21, 2005, pursuant to Clause 2 (a) (ii) of the bareboat charter dated
April 5, 1995 between CalPetro Tankers (Bahamas III) Limited and Chevron, the
Owner received irrevocable notice from Chevron regarding the termination of the
bareboat charter of the vessel Front Voyager, a single hulled vessel on April 1,
2006. Under the terms of the bareboat charter between Chevron and Calpetro
Tankers (Bahamas III) Limited, Chevron paid a termination fee of $5,050,000. As
manager to CalPetro Tankers (Bahamas III) Limited, 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
Calpetro Tankers (Bahamas III) Limited and three affiliated companies. Pursuant
to a bareboat charter agreement between CalPetro Tankers (Bahamas III)
Limited 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
which was prepaid in full on March 31, 2006. The Initial Period expired on April
1, 2008 and Front Voyager Inc exercised the option to extend the charter for an
additional year.  On March 25, 2009, Front Voyager Inc. exercised its
option to extend the charter for the second one year period beginning April 1,
2009.





The
Front Voyager is a single hull vessel. The United States, the European Union and
the International Maritime Organisation, or the IMO, have all imposed limits or
prohibitions on the use of these types of tankers in specified markets after
certain target dates which range from 2010 to 2015. In December 2003, the Marine
Environmental Protection Committee of the IMO adopted a proposed amendment to
the International Convention for the Prevention of Pollution from Ships to
accelerate the phase out of single hull tankers from 2015 to 2010 unless the
relevant flag states extend the date to 2015. Management 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
the Owner's ability to generate income which will affect the Owner's ability to
service its debt to the Company.





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





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


23





2.
                                                                                      PRINCIPAL
      ACCOUNTING POLICIES(a)
                                                                                      Revenue
      and expense recognitionInterest
      receivable on the Serial Loans and on the Term Loans is accrued on a daily
      basis.  Interest payable on the Term Mortgage Notes is accrued
      on a daily basis.  The Owners reimburse the Company for general
      and administrative expenses incurred on their
    behalf.(b)
                                                                                      Deferred
      chargesDeferred
      charges represent the capitalization of debt issue costs.  These
      costs are amortized over the term of the Notes to which they relate on a
      straight line basis, which is not materially different to the effective
      interest rate method.(c)
                                                                                      Reporting
      and functional currencyThe
      reporting and functional currency is the United States
      dollar.(d)
                                                                                      Use
      of estimatesThe
      preparation of financial statements in accordance with US GAAP requires
      the Company to make estimates and assumptions in determining the reported
      amounts of assets and liabilities and disclosures of contingent assets and
      liabilities on the dates of the financial statements and the reported
      amounts of revenues and expenses during the reporting
      periods.  Actual results could differ from those
      estimates.(e)
                                                                                      Recently
      Issued Accounting PronouncementsThere
      were no new accounting standards implemented in 2008 that had an impact on
      our results or new accounting standards to be implemented in the future
      that we expect to have an impact on our results when
      adopted.3.
                                                                                      TERM
      LOANSThe
      principal balances of the Term Loans earn interest at a rate of 8.52% per
      annum and are to be repaid over a remaining ten-year period beginning
      April 1, 2006.  The loans are reported net of the related
      discounts, which are amortized over the term of the
  loans.4.
                                                                                      TERM
      LOANS COLLATERALThe
      Term Loans are collateralized by first preferred mortgages on the Vessels
      to the Company.  The earnings and insurance relating to the
      Vessels subject to the charters with Chevron have been collaterally
      assigned pursuant to an assignment of earnings and insurance to the
      Company, which in turn has assigned such assignment of earnings and
      insurance to JP Morgan Trust Company, National Association (formerly the
      Chemical Trust Company of California) as the collateral trustee (the
      "Trustee").  The charters with Chevron and the Chevron
      Guarantees (where the obligations of Chevron are guaranteed by Chevron
      Corporation) relating to the Vessels have been collaterally assigned
      pursuant to the assignment of initial charter and assignment of initial
      charter guarantee to the Company, which in turn has assigned such
      assignments to the collateral trustee.  The capital stock of
      each of the Owners has been pledged to the Company pursuant to stock
      pledge agreements which have also been collaterally assigned to the
      Trustee.


24





The
      Front Voyager was bareboat chartered to Front Voyager Inc. as of April 1,
      2006 upon its redelivery from Chevron by virtue of a bareboat charter
      dated March 31, 2006 by and between CalPetro Tankers (Bahamas III) Limited
      and Front Voyager Inc. (the "Front Voyager Charter").  The
      earnings and insurance relating to the Front Voyager Charter have been
      collaterally assigned pursuant to an assignment of earnings and insurance
      to the Company, which in turn have assigned such assignment of earnings
      and insurance to the Trustee.  The Front Voyager Charter has
      been collaterally assigned pursuant to an assignment of charter to the
      Company, which in turn has assigned such assignment to the
      Trustee.5.
            DEFERRED
      CHARGESThe
      deferred charges are comprised of the following
  amounts:





(in
      thousands of $)
                                                                
                                                                2008
                                                                
                                                                
                                                                2007Debt
      arrangement fees
                                                                
                                                                
                                                                3,400
                                                                
                                                                
                                                                
                                                                3,400Accumulated
      amortization
                                                                
                                                                
                                                                (2,846
                                                                )
                                                                
                                                                
                                                                (2,758
                                                                )554
                                                                
                                                                
                                                                
                                                                642





6.
            TERM
      MORTGAGE NOTES





(in
      thousands of $)
                                                                        
                                                                        2008
                                                                        
                                                                        
                                                                        20078.52%
      Term Mortgage Notes due 2015
                                                                        
                                                                        
                                                                        78,009
                                                                        
                                                                        
                                                                        
                                                                        87,535Total
      debt
                                                                        
                                                                        
                                                                        78,009
                                                                        
                                                                        
                                                                        
                                                                        87,535Less:
      short-term portion
                                                                        
                                                                        
                                                                        (9,970
                                                                        )
                                                                        
                                                                        
                                                                        (9,526
                                                                        )68,039
                                                                        
                                                                        
                                                                        
                                                                        78,009





The
      outstanding debt as of December 31, 2008 is repayable as
      follows:





(in
      thousands of $)Year
      ending December 31,2009
                                                                    
                                                                    
                                                                    9,9702010
                                                                    
                                                                    
                                                                    10,2562011
                                                                    
                                                                    
                                                                    10,3162012
                                                                    
                                                                    
                                                                    10,3762013
                                                                    
                                                                    
                                                                    10,4562014
      and later
                                                                    
                                                                    
                                                                    26,635Total
      debt
                                                                    
                                                                    
                                                                    78,009





The
      term mortgage notes bear interest at a rate of 8.52% per
      annum.  Principal is repayable on the term mortgage notes in
      accordance with a remaining ten-year sinking fund schedule beginning April
      1, 2006.  Interest is payable semi-annually. The term mortgage
      notes include certain covenants such as restriction on the payment of
      dividends and making additional loans or advances to
      affiliates.  At December 31, 2008 and 2007, the Company was in
      compliance with these covenants.As
      of December 31, 2008, the effective interest rate for the Notes of the
      Company was 8.52%.The
      term mortgage notes are subject to redemption through operation of the
      mandatory sinking fund on April 1 of each year, commencing on April 1,
      2006, to and including April 1, 2015, according to the applicable schedule
      of sinking fund payments set forth herein. The sinking fund redemption
      price is 100% of the principal amount of term mortgage notes being
      redeemed, together with interest accrued to the date fixed for redemption.
      If a Charter is terminated, the scheduled mandatory sinking fund payments
      on the term mortgage notes will be revised so that the allocated principal
      amount of the term mortgage notes for the related Vessel will be redeemed
      on the remaining sinking fund redemption dates on a schedule that
      approximates level debt service with an additional principal payment on
      the maturity date of $7,000,000, for any of the double-hulled Vessels, or
      $5,500,000 for the single hulled
Vessel.





25





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





(in
      thousands of $)Scheduled
      payment date
                                                                                      Charter
      not terminated
                                                                                      
                                                                                      
                                                                                      Charter
      terminated 2009
                                                                                      
                                                                                      
                                                                                      Charter
      terminated 2010
                                                                                      
                                                                                      
                                                                                      Charter
      terminated 20112009
                                                                                      
                                                                                      9,970
                                                                                      
                                                                                      
                                                                                      
                                                                                      6,339
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,187
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,9842010
                                                                                      
                                                                                      10,256
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,240
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,187
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,9842011
                                                                                      
                                                                                      10,316
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,510
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,510
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,9842012
                                                                                      
                                                                                      10,376
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,810
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,630
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,0902013
                                                                                      
                                                                                      10,456
                                                                                      
                                                                                      
                                                                                      
                                                                                      4,140
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,770
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,1802014
      and later
                                                                                      
                                                                                      26,635
                                                                                      
                                                                                      
                                                                                      
                                                                                      23,338
                                                                                      
                                                                                      
                                                                                      
                                                                                      11,020
                                                                                      
                                                                                      
                                                                                      
                                                                                      9,66878,009
                                                                                      
                                                                                      
                                                                                      
                                                                                      44,377
                                                                                      
                                                                                      
                                                                                      
                                                                                      22,304
                                                                                      
                                                                                      
                                                                                      
                                                                                      20,890





7.
            SHARE
      CAPITAL





(in
      thousands of $)
                      
                      2008
                      
                      
                      2007Authorized,
      issued and fully paid share capital:1,000
      shares of $1.00 each
                      
                      
                      1
                      
                      
                      
                      1





8.
            FINANCIAL
      INSTRUMENTSFair
      valuesThe
      carrying value and estimated fair value of the Company's financial
      instruments at December 31, 2008 and 2007 are as
  follows:





(in
      thousands of $)
              
              2008
                Fair
                Value
              
              
              2008
                Carrying
      Value
              
              
              2007
                Fair
                Value
              
              
              2007
                Carrying
                ValueCash
      and cash equivalents
              
              
              1
              
              
              
              1
              
              
              
              1
              
              
              
              18.52%
      Term Mortgage Notes due 2015
              
              
              89,376
              
              
              
              78,009
              
              
              
              94,036
              
              
              
              87,535





The
      methods and assumptions used in estimating the fair values of financial
      instruments are as follows:The
      carrying value of cash and cash equivalents, which are highly liquid, is a
      reasonable estimate of fair value.The
      estimated fair value of the mortgage notes is based on the quoted market
      price of these or similar notes when available.Concentrations
      of riskThe
      Company's only source of funds for the repayment of the principal and
      interest on the Notes are the repayments from the Owners. The Owners only
      source of funds for the repayment of the principal and interest on the
      loans from the Company are from charterhire payments from Chevron and
      Front Voyager Inc as well as investment income and the proceeds, if any,
      from the sale of any of the Vessels. Accordingly, the Company's ability to
      service its obligations on the Notes is wholly dependent upon the
      financial condition, results of operations and cash flows from the
      Owners.





26


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





On
August 13, 2008, the Board of Directors dismissed Grant Thornton LLP ("Grant
Thornton") as the Company's independent registered public accounting firm. Also
on August 13, 2008, the Board approved the engagement of PricewaterhouseCoopers
AS ("PricewaterhouseCoopers") as the Company's independent registered public
accounting firm for the year ending December 31, 2008.  The Board
determined to dismiss Grant Thornton and engage PricewaterhouseCoopers in order
to realize economies and efficiencies, since PricewaterhouseCoopers acts as the
independent registered public accounting firm for Frontline Ltd. 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.





Item
9A (T).     Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





Our
management, including our President and Treasurer, with the participation of our
manager, Frontline Ltd., 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 amended,
as of December 31, 2008.  Based upon that evaluation, our President
and Treasurer concluded that the Company's disclosure controls and procedures
were effective as of December 31, 2008.





Management's
Report on Internal Controls over Financial Reporting





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





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 amended, as a process
designed by, or under the supervision of, our President and Treasurer and
effected by our 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 our
      assets;




·
            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 our 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.




27







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.





Our management,including our
President and Treasurerwith the participation of
our manager, Frontline Ltd., 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 (COSO) published in its report entitled Internal
Control-Integrated Framework.Based upon that evaluation, our President
and Treasurer with the participation of our manager, Frontline Ltd. concluded
that our internal controls over financial reporting were effective as of
December 31, 2008.





The 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 Securities and Exchange Commission that
permit the Company to provide only management's report in this annual
report.





Change in Internal Control over
Financial Reporting





There were no changesin our internal controlsover financial reportingthatoccurred duringthe period covered by this annual
reportthat havematerially affected, orarereasonably likely to materially affect,the Company'sinternal control over financial
reporting.





Item
9B.           Other
Information





None.





PART
III





Item
10.             Directors
and Executive Officers of the Registrant





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








Name
            Age
            Position
      with CompanyNancy
      I. DePasquale
            42
            Director
      and PresidentLouise
      E. Colby
            61
            Vice
      President, Director and Assistant SecretaryR.
      Douglas Donaldson
            67
            TreasurerFranklin
      P. Collazo
            29
            Secretary





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





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


28





Louise E. Colby has been Vice
President of the Company since September 2008. She has been a Director since
1994. She was the Secretary and Treasurer in 1994 and has served as an Assistant
Secretary from 1995 to present.  She is a former Director, Secretary
and Treasurer of JH Management Corporation beginning in 1989 and currently
serves as its Assistant Secretary.  She has also served as the Trustee
of the Cazenove Street Realty Trust since 1983 and formerly served as a Trustee
of The 1960 Trust, a charitable trust for the benefit of Harvard
University.





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





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





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





Item
11.            Executive
Compensation





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





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





The
following table provides information as of March 27, 2009 with respect to the
ownership by each person or group of persons, known by the registrant to be a
beneficial owner of 5% or more of the Common Stock.





Except
as set forth below, the Registrant is not aware of any beneficial owner of more
than 5% of the Common Stock as of close of business on March 27,
2009.





Beneficial
      OwnershipClass of
      shares
            Name and address of
      beneficial owners
            Number of
      shares
            Percent of
      ClassCommon
      Stock
            The
      California Trust
              C/O
      JH Holdings Corporation, Room 3249 One International Place,
      Boston
              MA
      02110-2624
            1,000
            100%





The
Company does not have an equity compensation plan.





Item
13.            Certain
Relationships and Related Transactions





None.








29


Item
14.             Principal
Accountant Fees and Services





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





2008
                    
                    
                    2007Audit
      fees (1)
                    
                    
                    $ 
      35,000
                    
                    
                    
                    $ 
      85,000Audit-related
      fees (2)
                    
                    --
                    
                    
                    --Tax
      fees (3)
                    
                    --
                    
                    
                    --All
      other fees (4)
                    
                    --
                    
                    
                    --Total
                    
                    $ 
      35,000
                    
                    
                    $ 
      85,000





(1) Audit
fees represent amounts billed for each of the years presented for professional
services rendered in connection with (i) the audit of our annual financial
statements, (ii) the review of our quarterly financial statements or (iii) those
services normally provided in connection with statutory and regulatory filings
or engagements including comfort letters, consents and other services related to
SEC matters. This information is presented as of the latest practicable date for
this annual report on Form 10-K. Of the total fees billed in 2008, $9,000 relate
to Grant Thornton, whilst the remaining balance is related to fees from
PricewaterhouseCoopers AS. All fees billed in 2007 were incurred fees from Grant
Thornton LLP.





(2)
Audit-related fees represent amounts we were billed in each of the years
presented for assurance and related services that are reasonably related to the
performance of the annual audit or quarterly reviews. This category primarily
includes services relating to internal control assessments and
accounting-related consulting.





(3) Tax
fees represent amounts we were billed in each of the years presented for
professional services rendered in connection with tax compliance, tax advice and
tax planning.





(4) All
other fees represent amounts we were billed in each of the years presented for
services not classifiable under the other categories listed in the table
above.





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





PART
IV





Item
15.             Exhibits
and Financial Statement Schedules





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





Financial
Statements





Report
of Registered Public Accounting Firms





Balance
Sheets at December 31, 2008 and 2007





Statements
of Operations and Retained Earnings for the Years Ended December 31, 2008, 2007
and 2006





Statements
of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006





Notes
to Financial Statements


30


(b)
Exhibits Note brackets in some of the exhibits highlighted below.





3.1
            Certificate
      of Incorporation of California Petroleum Transport Corporation (filed as
      Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission
      File Number 33-79220, and incorporated herein by
    reference).3.2
            Bylaws
      of California Petroleum Transport Corporation (filed as Exhibit 3.2 to
      Registrant's Registration Statement on Form S-1, Commission File Number
      33-79220, and incorporated herein by reference).3.3
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas I) Limited (filed as Exhibit 3.3 to Registrant's Registration
      Statement on Form F-1, Commission File Number 33-79220, and incorporated
      herein by reference).3.4
            Articles
      of Association of CalPetro Tankers (Bahamas I) Limited (filed as Exhibit
      3.4 to Registrant's Registration Statement on Form F-1, Commission File
      Number 33-79220, and incorporated herein by reference).3.5
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas II) Limited (filed as Exhibit 3.5 to Registrant's Registration
      Statement on Form F-1, Commission File Number 33-79220, and incorporated
      herein by reference).3.6
            Articles
      of Association of CalPetro Tankers (Bahamas II) Limited (filed as Exhibit
      3.6 to Registrant's Registration Statement on Form F-1, Commission File
      Number 33-79220, and incorporated herein by reference).3.7
            Certificate
      of Incorporation of CalPetro Tankers (IOM) Limited (filed as Exhibit 3.7
      to Registrant's Registration Statement on Form F-1, Commission File Number
      33-79220, and incorporated herein by reference).3.8
            Memorandum
      and Articles of Association of CalPetro Tankers (IOM) Limited (filed as
      Exhibit 3.8 to Registrant's Registration Statement on Form F-1, Commission
      File Number 33-79220, and incorporated herein by
    reference).3.9
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas III) Limited (filed as Exhibit 3.9 to Registrant's Registration
      Statement on Form F-1, Commission File Number 33-79220, and incorporated
      herein by reference).3.10
            Articles
      of Association of CalPetro Tankers (Bahamas III) Limited (filed as Exhibit
      3.10 to Registrant's Registration Statement on Form F-1, Commission File
      Number 33-79220, and incorporated herein by reference).4.1
            Form
      of Serial Indenture between California Petroleum Transport Company and
      Chemical Trust Company of California, as Indenture Trustee (filed as
      Exhibit 4.1 to Registrant's Registration Statement on Form S-3, Commission
      File Number 33-56377, and incorporated herein by
    reference).10.1
            Form
      of Vessel Purchase Agreement between CalPetro Tankers (Bahamas I) Limited,
      CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited,
      CalPetro Tankers (Bahamas III) Limited, and Chevron Transport Corporation
      (including the form of Assignment of such Vessel Purchase Agreement to
      California Petroleum Transport Corporation by CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited) (filed as Exhibit 10.3 to
      Registrant's Registration Statement on Form S-3, Commission File Number
      33-56377, and incorporated herein by
reference).


31





10.2
            Form
      of Bareboat Charter between CalPetro Tankers (Bahamas I) Limited, CalPetro
      Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro
      Tankers (Bahamas III) Limited and Chevron Transport Corporation (filed as
      Exhibit 10.2 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).10.3
            Form
      of Assignment of Initial Charter Guarantee by CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum
      Transport Corporation (including the form of Collateral Assignment of such
      Initial Charter Guarantee to Chemical Trust Company of California, as
      Collateral Trustee by California Petroleum Transport Corporation) (filed
      as Exhibit 4.08 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).10.4
            Form
      of Assignment of Earnings and Insurances from CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum
      Transport Corporation (filed as Exhibit 4.09 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).10.5
            Form
      of Assignment of Initial Charter from CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum
      Transport Corporation (including the form of Collateral Assignment of such
      Initial Charter to Chemical Trust Company of California, as Collateral
      Trustee by California Petroleum Transport Corporation) (filed as Exhibit
      4.10 to Registrant's Registration Statement on Form S-3, Commission File
      Number 33-56377, and incorporated herein by reference).10.6
            Form
      of Management Agreement between P.D. Gram & Co., and [CalPetro Tankers
      (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
      Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] (filed as
      Exhibit 4.10 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).10.7
            Form
      of Assignment of Management Agreement from [CalPetro Tankers (Bahamas I)
      Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
      Limited] [CalPetro Tankers (Bahamas III) Limited] to California Petroleum
      Transport Corporation (filed as Exhibit 4.11 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).10.87
            Form
      of Serial Loan Agreement between California Petroleum Transport
      Corporation and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers
      (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro (Bahamas
      III) Limited] (filed as Exhibit 4.12 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).10.9
            Form
      of Term Loan Agreement between California Petroleum Transport Corporation
      and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II)
      Limited] [CalPetro Tankers (IOM) Limited] [CalPetro (Bahamas III) Limited]
      (filed as Exhibit 4.13 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).


32





10.10
            Form
      of Collateral Agreement between California Petroleum Transport
      Corporation, the Indenture Trustee under the Serial Indenture, the
      Indenture Trustee under the Term Indenture and Chemical Trust Company of
      California, as Collateral Trustee (filed as Exhibit 4.14 to Registrant's
      Registration Statement on Form S-3, Commission File Number 33-56377, and
      incorporated herein by reference).10.11
            Form
      of Issue of One Debenture From [CalPetro Tankers (Bahamas I) Limited]
      [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited]
      [CalPetro Tankers (Bahamas III) Limited] to California Petroleum Transport
      Corporation (filed as Exhibit 4.15 to Registrant's Registration Statement
      on Form S-3, Commission File Number 33-56377, and incorporated herein by
      reference).10.12
            Form
      of First Preferred Ship Mortgage by [CalPetro Tankers (Bahamas III)
      Limited] [CalPetro Tankers (IOM) Limited] to California Petroleum
      Transport Corporation (including the form of assignment of such Mortgage
      to Chemical Trust Company of California, as Collateral Trustee by
      California Petroleum Transport Corporation) (filed as Exhibit 4.3 to
      Registrant's Registration Statement on Form S-3, Commission File Number
      33-56377, and incorporated herein by reference).10.13
            Form
      of Bahamian Statutory Ship Mortgage and Deed of Covenants by [CalPetro
      Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] to
      California Petroleum Transport Corporation (including the form of
      assignment of such Mortgage to Chemical Trust Company of California, as
      Collateral Trustee by California Petroleum Transport Corporation) (filed
      as Exhibit 4.4 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).10.14
            Form
      of Bermudian Statutory Ship Mortgage and Deed of Covenants by CalPetro
      Tankers (IOM) Limited to California Petroleum Transport Corporation
      (including the form of assignment of such Mortgage to Chemical Trust
      Company of California, as Collateral Trustee by California Petroleum
      Transport Corporation) (filed as Exhibit 4.5 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).10.15
            Bareboat
      Charter Agreement by and between CalPetro Tankers (Bahamas III) Limited
      and Front Voyager Inc. entered into as of March 31,
  2006.10.16
            Assignment
      of Charter by and between California Petroleum Transportation Corporation
      and JP Morgan Trust Company, National Association entered into as of March
      31, 2006.10.17
            Collateral
      Assignment of Charter by and between California Petroleum Transportation
      Corporation and CalPetro Tankers (Bahamas III) Limited entered into as of
      March 31, 2006.21.1
            The
      Company does not have any subsidiaries.31.1
            Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as amended.*31.2
            Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as amended.*32.1
            Certification
      of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*32.2
            Certification
      of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*


*
              Filed
      herewith


33








SIGNATURES





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





California
      Petroleum Transport Corporation(Registrant)Date
                        March
      27, 2009
                        
                        By
                        /s/
      Nancy I. DePasqualeNancy
      I. DePasqualePresident





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





Date
                    March
      27, 2009
                    
                    By
                    /s/
      Nancy I. DePasqualeNancy
      I. DePasqualeDirector
      and
President





Date
                    March
      27, 2009
                    
                    By
                    /s/
      R. Douglas DonaldsonR.
      Douglas DonaldsonTreasurer











34