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

                                    FORM 10-K

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

For the fiscal year ended      December 31, 2002
                         -------------------------------------------------------
                                      OR
[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

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

Commission file number             33-79220
                      ----------------------------------------------------------

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


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


    Suite 4350, One International Place, Boston, Massachusetts, 02101-2624
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


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


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

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

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

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

                   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.

        [X]

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 sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. None

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable  date. 1,000 shares of Common Stock,
$1 par value


DOCUMENTS INCORPORATED BY REFERENCE:    None

<PAGE>

                   CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                                    FORM 10-K

TABLE OF CONTENTS
                                                                       Page
PART I

     Item 1.     Business ............................................ 1

     Item 2.     Properties........................................... 3

     Item 3.     Legal Proceedings.................................... 3

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

PART II

     Item 5.     Market for Registrant's Common Equity
                 and Related Stockholder Matters.....................  3

     Item 6.     Selected Financial Data.............................  3

     Item 7.     Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.................  4

     Item 7(a)   Quantitative and Qualitative Disclosures about
                 Market Risk.........................................  5

     Item 8.     Financial Statements and Supplementary Data.........  8

     Item 9.     Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure...............15

PART III

     Item 10.    Directors and Executive Officers
                 of the Registrant....................................15

     Item 11.    Executive Compensation...............................16

     Item 12.    Security Ownership of Certain Beneficial
                 Owners and Management................................16

     Item 13.    Certain Relationships and Related Transactions.......17

     Item 14.    Controls and Procedures..............................17

PART IV

     Item 15.    Exhibits, Financial Statement Schedules
                 and Reports on Form 8-K..............................17
<PAGE>
                                     PART I

Item 1. Business

The Company

California  Petroleum  Transport  Corporation,   ("California  Petroleum"),  was
incorporated  in Delaware in 1995.  California  Petroleum  is a special  purpose
corporation  that was organized  solely for the purpose of issuing,  as agent on
behalf of the Owners (see below),  the Term Mortgage  Notes and Serial  Mortgage
Notes (together the "Notes") as obligations of California  Petroleum and loaning
the proceeds of the sale of the Notes to the Owners to facilitate the funding of
the acquisition of the four vessels (the "Vessels") described below from Chevron
Transport  Corporation (the "Initial  Charterer").  All the shares of California
Petroleum are held by The California  Trust,  a  Massachusetts  charitable  lead
trust formed by JH Holdings,  a  Massachusetts  corporation,  for the benefit of
certain charitable institutions in Massachusetts.

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

California Petroleum has no employees.

The Owners

Each of CalPetro Tankers (Bahamas I) Limited  ("CalPetro  Bahamas I"),  CalPetro
Tankers  (Bahamas  II) Limited  ("CalPetro  Bahamas  II") and  CalPetro  Tankers
(Bahamas  III) Limited  ("CalPetro  Bahamas  III"),  was  organized as a special
purpose  company  under the laws of the Bahamas for the purpose of acquiring and
chartering  one  of the  Vessels.  Similarly,  CalPetro  Tankers  (IOM)  Limited
("CalPetro  IOM") has been 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 also is referred to in this document as
an  "Owner".  Each Owner,  either  pursuant  to the terms of its  Memorandum  of
Association and/or pursuant to the terms of the related Mortgage, will engage in
no business other than the ownership and chartering of its Vessel and activities
resulting  from or incidental to such  ownership and  chartering.  Each Owner is
wholly-owned by California  Tankers  Investments  Limited,  a company  organized
under the laws of the Bahamas,  which is a  wholly-owned  subsidiary of CalPetro
Holdings Limited,  an Isle of Man company.  None of the Owners is owned by or is
an affiliate of California Petroleum and neither of California Petroleum nor any
Owner is owned by or is an affiliate of the Initial Charterer.

The Charters

Each of the Vessels is currently  chartered to the Initial Charterer pursuant to
a  charter  dated  as of  the  date  of  the  original  issuance  of  the  Notes
(collectively,  the  "Charters")  and which are due to expire on April 1,  2015.
Upon payment of a termination  amount (the "Termination  Payment"),  the Initial
Charterer  has the right to  terminate  the charters on any four (in the case of
the double-hulled  Vessels) or three (in the case of the single-hulled  Vessel),
termination dates, which, for each Vessel, occur at two-year intervals beginning
in 2003, 2004, 2005 or 2006, respectively.

The International Tanker Market

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

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

In order to benefit from economies of scale,  tanker  charterers  will typically
charter the largest  possible  vessel to transport  oil or products,  consistent
with port and canal  dimensional  restrictions  and optimal cargo lot sizes. The
oil tanker fleet is generally  divided  into the  following  five major types of
vessels, based on vessel carrying capacity: (i) ULCC-size range of approximately
320,000 to 450,000  deadweight tons (dwt); (ii) VLCC-size range of approximately
200,000 to 320,000; (iii) Suezmax-size range of approximately 120,000 to 200,000
dwt; (iv)  Aframax-size  range of  approximately  60,000 to 120,000 dwt; and (v)
small tankers of less than  approximately  60,000 dwt. ULCCs and VLCCs typically
transport  crude  oil in  long-haul  trades,  such as from the  Arabian  Gulf to
Rotterdam  via the Cape of Good Hope.  Suezmax  tankers also engage in long-haul
crude oil trades as well as in medium-haul  crude oil trades,  such as from West
Africa to the East Coast of the United States.  Aframax-size  vessels  generally
engage in both medium-and  short-haul  trades of less than 1,500 miles and carry
crude oil or petroleum  products.  Smaller  tankers mostly  transport  petroleum
products in short-haul to medium-haul trades.

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

The charter rates for Suezmax  tankers  started to decline in the second half of
2001 as a result of a general  slowdown in the global  economy and  reduction of
OPEC oil  production.  The negative trend continued into 2002 and rates remained
below USD 20,000 per day through a large part of the year. Rates finally started
to improve at the  beginning  of the 4th quarter and ended the year at above USD
50,000 per day. In spite of the rate  improvement  in the last  quarter  average
time  charter  equivalent  spot  earnings  for the year came out just  below USD
20,000 per day compared to just over USD 30,000 per day in 2001. Several factors
contributed to improving rates in the late part of the year including  increased
seasonal demand and increased oil consumption in the Asian region,  but the main
reason  for the rate  spike in the last  months  of the year was the  strike  in
Venezuela.  The loss of  exports  from  Venezuela,  especially  into the  United
States,  required  replacement  oil  from  more  distant  sources  resulting  in
increased tonnage demand.  The strong market continued in January 2003. The weak
market in 2001 and 2002 resulted in scrapping of 48 elderly Suezmaxes in the two
years.

There is no guarantee  that Suezmax  rates would be  sufficient to meet the debt
service  required  if the  bareboat  charters  entered  into  with  the  Initial
Charterer are not extended.  Spot market rates are volatile and generally linked
to  global  economic  development  and  especially  demand  for oil but  also to
political events affecting oil producing countries.

Risk Factors

California  Petroleum derives 100% of its cash receipts from and is dependent on
the Owners,  who are foreign  corporations as described above. The Owners derive
100% of their  revenues  from and are dependent on the Initial  Charterer  until
such time as the Initial Charterer  terminates the Charters.  After the Charters
are terminated,  the Owners may not be able to arrange further charters at rates
sufficient to meet interest and principal  payments due to California  Petroleum
on the serial and term loans.  Should the Owners  default on payment of interest
and principal due to California Petroleum, the value of collateral to the serial
and term loans may be insufficient to repay the serial and term loans.

It is  not  considered  possible  to  quantify  possible  losses  to  California
Petroleum that may arise due to exposure to these risk factors.

Item 2. Properties

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

<TABLE>
<CAPTION>
Vessel                Construction    Registration          Delivery   Date    Approximate
                                                                               dwt.
<S>                   <C>             <C>                   <C>        <C>      <C>    <C>
Samuel Ginn           Double-hull     Bahamas               March      1993    150,000

Altair Voyager        Double-hull     Bahamas               August     1993    130,000

Sirius Voyager(1)     Double-hull     Marshall Islands(3)   October    1994    150,000

William  E.  Crain    Single-hull     Marshall  Islands(3)  February   1992    150,000


1     ex Chevron Mariner (renamed February 2001)
2     ex Condoleeza Rice (renamed April 2001)
3     previously registered in Liberia
</TABLE>


Item 3.    Legal Proceedings

California  Petroleum  and the  Owners are not a party to any  material  pending
legal proceedings and no such proceedings are known to be contemplated.

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

Not applicable.

<PAGE>

                                     PART II

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

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

(b)  As of March 28, 2003 with  respect to the Common  Stock  there was one (1)
     holder of record of the Registrant's Common Stock.

Item 6.    Selected Financial Data

The following selected historical financial and other data for Californian
Petroleum was devised from more detailed information and financial statements
and notes appearing elsewhere in this Annual Report and should be read in
conjunction therewith.

                             2002        2001       2000       1999       1998
                            $'000       $'000      $'000      $'000      $'000
Net operating revenues     13,808      15,210     16,538     17,871     19,191
Net income                      -           -          -          -          -
Net income per share            -           -          -          -          -
Dividends per share             -           -          -          -          -
Total assets              162,618     181,115    199,616    218,088    236,564
Long term liabilities     141,120     159,280    177,440    195,600    213,760


The following table sets forth a summary of quarterly results of operations for
the years ended December 31, 2002 and 2001.

                                        First     Second      Third     Fourth
                                      Quarter    Quarter    Quarter    Quarter
                                        $'000      $'000      $'000      $'000
2002
Net operating revenues                  3,601      3,308      3,326      3,573
Expenses                                3,601      3,308      3,326      3,573
Net income                                  -          -          -          -
2001
Net operating revenues                  4,051      3,691      3,750      3,718
Expenses                                4,051      3,691      3,750      3,718
Net income                                  -          -          -          -


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

Business Strategy

California Petroleum

California  Petroleum's  strategy  has been to issue,  as agent on behalf of the
Owners,  the Notes and loan the proceeds of the sale of the Notes to the Owners.
California  Petroleum's  only  sources  of funds  with  respect to the Notes are
payments  of  interest  and  principal  on the  related  loans  from  California
Petroleum to each Owner. General and administrative  expenses comprising trustee
fees, legal fees,  agency fees and other costs incurred by California  Petroleum
are billed to the Owners.  California  Petroleum  has no source of income  other
than payments to it by 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 included herein.

The Owners

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

Liquidity and Capital Resources

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

Critical Accounting Policies

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

     o    revenue and expense recognition
     o    accounting for deferred charges

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

No  instruments  issued  by  California  Petroleum  are  for  trading  purposes.
California  Petroleum is exposed to business risk inherent in the  international
tanker market as outlined in Risk Factors.

Quantitative  information about instruments exposed to business risk inherent in
the international tanker market at December 31, 2002 is as follows:

Serial Loans

The  principal  balances of the Serial Loans earn interest at rates ranging from
7.55% to 7.62% and mature over a four-year  period  beginning April 1, 2003. The
loans are reported net of the related  discounts,  which are amortized  over the
term of the loans.

The outstanding serial loans have the following characteristics:

 Maturity date                                           Interest    Principal
                                                             rate          due
                                                                     ($ 000's)

 April 1, 2003                                              7.55%       18,160
 April 1, 2004                                              7.57%       12,950
 April 1, 2005                                              7.60%        7,740
 April 1, 2006                                              7.62%        2,530
--------------------------------------------------------------------------------
                                                                        41,380
--------------------------------------------------------------------------------

The outstanding amount of serial loans as at December 31, 2002 was $41,380,000.

Term Loans

The  principal  balances of the Term Loans earn  interest at a rate of 8.52% per
annum and are to be repaid over a twelve-year  period  beginning nine years from
April 1, 1995.  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 Initial  Charters is  terminated  and if all of the Initial  Charters are
terminated on the earliest termination dates.

--------------------------------------------------------------------------------
 Scheduled                                              No initial         All
 payment date                                             charters     initial
                                                        terminated    charters
                                                             $'000  terminated
                                                                         $'000
--------------------------------------------------------------------------------
 April 1, 2004                                               3,355       1,700
 April 1, 2005                                               6,542       3,480
 April 1, 2006                                               9,526       5,320
 April 1, 2007                                              10,942       6,340
 April 1, 2008                                              10,942       6,880
 April 1, 2009                                              10,942       7,470
 April 1, 2010                                              10,942       8,110
 April 1, 2011                                              10,942       8,800
 April 1, 2012                                              10,942       9,540
 April 1, 2013                                              10,942      10,360
 April 1, 2014                                              10,942      11,240
 April 1, 2015                                              10,941      38,660
--------------------------------------------------------------------------------
                                                           117,900     117,900
--------------------------------------------------------------------------------

The outstanding amount of term loans at December 31, 2002 was $117,900,000.

Serial Mortgage Notes

The Serial  Mortgage  Notes bear  interest at rates  ranging from 7.55% to 7.62%
through  maturity.  The Notes mature over a four-year period beginning  one-year
from April 1, 2003. Interest is payable semi-annually.

The outstanding serial notes have the following characteristics:

 ------------------------------------------------------------------------------
 Maturity date                                           Interest    Principal
                                                             rate          due
                                                                     ($ 000's)
 ------------------------------------------------------------------------------
 April 1, 2003                                              7.55%       18,160
 April 1, 2004                                              7.57%       12,950
 April 1, 2005                                              7.60%        7,740
 April 1, 2006                                              7.62%        2,530
 ------------------------------------------------------------------------------
                                                                        41,380
 ------------------------------------------------------------------------------

Term Mortgage Notes

The Term  Mortgage  Notes  bear  interest  at a rate of  8.52%  per  annum.  The
Principal  is  repayable  on  the  Term  Mortgage  Notes  in  accordance  with a
twelve-year  sinking  fund  schedule  commencing  nine years from April 1, 1995.
Interest is payable semi-annually.

The table below provides the scheduled sinking fund redemption amounts and final
principal payments on the Term Mortgage Notes if none of the Initial Charters is
terminated  and if all of the Initial  Charters are  terminated  on the earliest
termination dates.

 ------------------------------------------------------------------------------
 Scheduled                                              No initial         All
 payment date                                             charters     initial
                                                        terminated    charters
                                                             $'000  terminated
                                                                         $'000
 ------------------------------------------------------------------------------
 April 1, 2004                                               3,355       1,700
 April 1, 2005                                               6,542       3,480
 April 1, 2006                                               9,526       5,320
 April 1, 2007                                              10,942       6,340
 April 1, 2008                                              10,942       6,880
 April 1, 2009                                              10,942       7,470
 April 1, 2010                                              10,942       8,110
 April 1, 2011                                              10,942       8,800
 April 1, 2012                                              10,942       9,540
 April 1, 2013                                              10,942      10,360
 April 1, 2014                                              10,942      11,240
 April 1, 2015                                              10,941      38,660
 ------------------------------------------------------------------------------
                                                           117,900     117,900
 ------------------------------------------------------------------------------

California  Petroleum was organized solely for the purpose of issuing,  as agent
on behalf of certain ship Owners,  the Term Mortgage  Notes and Serial  Mortgage
Notes as  obligations  of  California  Petroleum and loaning the proceeds of the
sale of the Notes to the Owners, to facilitate the funding of the acquisition of
four Vessels from the Initial Charterer.

Item 8.  Financial Statements and Supplementary Data                       Page


   Report of Ernst & Young, Chartered Accountants, Independent Auditors      9


   Balance Sheets as of December 31, 2002 and 2001                          10


   Statements of Operations and Retained Earnings for the Years Ended       11
   December 31, 2002, 2001 and 2000


   Statements of Cash Flows for the Years Ended                             12
   December 31, 2002, 2001 and 2000


   Notes to Financial Statements                                            13

<PAGE>

Report of Ernst & Young, Chartered Accountants, Independent Auditors


To the Board of Directors and Stockholder
California Petroleum Transport Corporation


We  have  audited  the  accompanying  balance  sheets  of  California  Petroleum
Transport  Corporation  as of  December  31,  2002  and  2001,  and the  related
statements of operations and retained  earnings,  and cash flows for each of the
three years in the period ended December 31, 2002.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of California Petroleum Transport
Corporation at December 31, 2002 and 2001, and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
2002, in conformity with accounting  principles generally accepted in the United
States of America.

/s/ Ernst & Young
Ernst & Young
Chartered Accountants

Douglas, Isle of Man
28 March, 2003

<PAGE>

California Petroleum Transport Corporation

Balance Sheets as of December 31, 2002 and 2001

(in thousands of US$)

                                                Note            2002        2001

ASSETS

   Current assets:

   Cash and cash equivalents                                       1           1

   Current portion of serial loans receivable      3          18,160      18,160

   Interest receivable                                         3,322       3,664

   Other current assets                                           15          10
                                                           ---------   ---------

   Total current assets                                       21,498      21,835

   Serial loans receivable, less current portion   3          22,882      40,874

   Term loans receivable                           4         116,818     116,730

   Deferred charges and other long-term assets     2(b)        1,420       1,676
                                                            --------    --------

   Total assets                                              162,618     181,115
                                                            ========    ========


LIABILITIES AND STOCKHOLDER'S EQUITY

   Current liabilities:

   Accrued interest                                            3,322       3,664

   Current portion of serial mortgage notes      5,6          18,160      18,160

   Other current liabilities                                      15          10
                                                           ---------   ---------

   Total current liabilities                                  21,497      21,834

   Serial mortgage notes                         5,6          23,220      41,380

   Term mortgage notes                           5,7         117,900     117,900
                                                           ---------   ---------

   Total liabilities                                         162,617     181,114


   Stockholder's equity

   Common stock, $1 par value; 1,000 shares
   authorised, issued and outstanding                              1           1
                                                           ---------   ---------

   Total liabilities and stockholder's equity                162,618     181,115
                                                           =========   =========



See accompanying Notes to the Financial Statements

<PAGE>

California Petroleum Transport Corporation

Statements of Operations and Retained  Earnings for the years ended December 31,
2002, 2001 and 2000

(in thousands of US$)


                                                  2002       2001      2000

Revenue

   Interest income                              13,772     15,164    16,478

   Fees reimbursed by related parties               36         46        60
                                               -------   --------   -------

Net operating revenues                          13,808     15,210    16,538


Expenses

   General and administrative expenses             (36)       (46)      (60)

   Amortisation of debt issue costs               (256)      (256)     (256)

   Interest expense                            (13,516)   (14,908)  (16,222)
                                               --------   --------  --------

                                               (13,808)   (15,210)  (16,538)
                                               --------   --------  --------

Net income                                           -          -         -
                                               ========   ========  ========


Retained earnings, beginning of year                 -          -         -
                                               --------   --------  --------

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



See accompanying Notes to the Financial Statements

<PAGE>

California Petroleum Transport Corporation

Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000

(in thousands of US$)

                                                  2002       2001      2000

Cash flows from operating activities


Net income                                           -          -         -

Adjustments to reconcile net income to

net cash provided by operating activities:

   Amortisation of deferred debt issue costs       256        256       256

   Changes in assets and liabilities:

   Decrease in interest receivable and other
   current assets                                  337        341       312

   Decrease in accrued interest and other
   current liabilities                            (337)      (341)     (312)
                                               --------   --------   -------

   Net cash provided by operating activities       256        256       256
                                               --------   --------   -------


Cash flows from investing activities

   Collections on term and serial loans         17,904     17,904    17,904
                                               --------   --------  --------

   Net cash provided by investing activities    17,904     17,904    17,904
                                               --------   --------  --------


Cash flows from financing activities

   Repayments of serial notes                  (18,160)   (18,160)  (18,160)
                                               --------   --------  --------

   Net cash used in financing activities       (18,160)   (18,160)  (18,160)
                                               --------   --------  --------

Net change in cash and cash equivalents              0          0         0

Cash and cash equivalents at beginning
of year                                              1          1         1
                                               --------   --------  --------

Cash and cash equivalents at end of year             1          1         1
                                               ========   ========  ========


Supplemental disclosure of cash flow
information:

Interest paid                                   13,858     15,213    17,186



See accompanying Notes to Financial Statements

<PAGE>

California Petroleum Transport Corporation

Notes to Financial Statements

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     California  Petroleum  Transport   Corporation  (the  Company),   which  is
     incorporated in Delaware,  is a special purpose  corporation  that has been
     organized solely for the purpose of issuing, as agent on behalf of CalPetro
     Tankers  (Bahamas  I)  Limited,  CalPetro  Tankers  (Bahamas  II)  Limited,
     CalPetro  Tankers  (Bahamas III) Limited and CalPetro Tankers (IOM) Limited
     (each an "Owner" and, together the "Owners"), the 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 to facilitate  the funding of the  acquisition  of four
     vessels (the "Vessels") from Chevron  Transport  Corporation  (the "Initial
     Charterer").

     The Owners  have  chartered  the  Vessels to the  Initial  Charterer  under
     bareboat charters that are expected to provide sufficient payments to cover
     the  Owners'  obligations  under the loans from the  Company.  The  Initial
     Charterer  can  terminate  a  charter  at  specified  dates  prior  to  the
     expiration of the charter,  provided it notify the Owner at least 12 months
     prior to such termination and make a Termination  Payment. The Owners' only
     source of funds with respect to the loans from the Company is payments from
     the Initial Charterer,  including Termination  Payments.  The Owners do not
     have any other source of capital for payment of the loans.

     The  Company's  only source of funds with respect to the Notes are payments
     of principal and interest on the loans to the Owners.  The Company does not
     have any other source of capital for payment of the Notes.

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

2.   PRINCIPAL ACCOUNTING POLICIES

     (a) Revenue and expense recognition

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

     (b) Deferred charges

     Deferred charges represent the  capitalization  of debt issue costs.  These
     costs are amortized over the term of the Notes to which they relate.

     (c) Reporting currency

     The reporting and functional currency is United States dollars.

<PAGE>

     (d) Cash and cash equivalents

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

     (e) Use of estimates

     The  preparation of financial  statements in accordance  with GAAP requires
     the Company to make estimates and  assumptions in determining  the reported
     amounts of assets and liabilities and disclosures of contingent  assets and
     liabilities  on the  dates of the  financial  statements  and the  reported
     amounts of revenues  and  expenses  during the  reporting  periods.  Actual
     results could differ from those estimates.

3.   SERIAL LOANS

     The  principal  balances of the Serial Loans earn interest at rates ranging
     from 7.55% to 7.62% and mature over a four-year  period  beginning April 1,
     2003.  The loans  are  reported  net of the  related  discounts,  which are
     amortised over the term of the loans.

4.   TERM LOANS

     The  principal  balances of the Term Loans earn interest at a rate of 8.52%
     per annum and are to be repaid over a  twelve-year  period  beginning  nine
     years  from  April 1,  1995.  The loans  are  reported  net of the  related
     discounts, which are amortised over the term of the loans.

5.   SERIAL LOANS AND TERM LOANS COLLATERAL

     The Serial and Term Loans are collateralised by first preference  mortgages
     on the Vessels to the Company.  The earnings and insurance  relating to the
     Vessels  have been  collaterally  assigned  pursuant  to an  Assignment  of
     Earnings  and  Insurance to the  Company,  which in turn has assigned  such
     Assignment of Earnings and Insurance to JP Morgan Chase (formerly  Chemical
     Trust  Company  of  California)  as the  Collateral  Trustee.  The  Initial
     Charters  and  Chevron  Guarantees  (where the  obligations  of the Initial
     Charterer 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 the Stock Pledge Agreements.

6.   SERIAL MORTGAGE NOTES

     The Serial  Mortgage  Notes bear  interest at rates  ranging  from 7.55% to
     7.62% through maturity.  The Notes mature over a four-year period beginning
     April 1, 2003. Interest is payable semi-annually.

     The outstanding serial notes have the following characteristics:

 ------------------------------------------------------------------------------
 Maturity date                                       Interest     Principal due
                                                     rate                   due
                                                                      ($ 000's)
 ------------------------------------------------------------------------------
 April 1, 2003                                          7.55%            18,160
 April 1, 2004                                          7.57%            12,950
 April 1, 2005                                          7.60%             7,740
 April 1, 2006                                          7.62%             2,530
 ------------------------------------------------------------------------------
                                                                         41,380
 ------------------------------------------------------------------------------

     The Serial Mortgage Notes include certain  covenants such as restriction on
     the  payment  of  dividends  and making  additional  loans or  advances  to
     affiliates.  At December 31, 2002 and 2001,  the Company was in  compliance
     with these covenants.

7.   TERM MORTGAGE NOTES

     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
     twelve-year sinking fund schedule commencing nine years from April 1, 1995.
     Interest is payable semi-annually.

     The table below provides the scheduled sinking fund redemption  amounts and
     final principal  payments on the Term Mortgage Notes if none of the Initial
     Charters is terminated and if all of the Initial Charters are terminated on
     the earliest termination dates.

 ------------------------------------------------------------------------------
 Scheduled                                              No initial         All
 payment date                                             charters     initial
                                                        terminated    charters
                                                             $'000  terminated
                                                                         $'000
 ------------------------------------------------------------------------------
 April 1, 2004                                               3,355       1,700
 April 1, 2005                                               6,542       3,480
 April 1, 2006                                               9,526       5,320
 April 1, 2007                                              10,942       6,340
 April 1, 2008                                              10,942       6,880
 April 1, 2009                                              10,942       7,470
 April 1, 2010                                              10,942       8,110
 April 1, 2011                                              10,942       8,800
 April 1, 2012                                              10,942       9,540
 April 1, 2013                                              10,942      10,360
 April 1, 2014                                              10,942      11,240
 April 1, 2015                                              10,941      38,660
 ------------------------------------------------------------------------------
                                                           117,900     117,900
 ------------------------------------------------------------------------------

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, 2002 and 2001, the Company was in compliance with these covenants.

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

Not applicable.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

The Company does not have operations nor does it have any employees  involved in
management.  The following table sets forth the name, age and principal position
with the Company of each of its directors and executive officers.

<PAGE>

Name                    Age         Position with the Company

Nancy D. Smith          35          Director and President
Geraldine St-Louis      27          Vice President
Louise E. Colby         54          Director and Assistant Secretary
R. Douglas Donaldson    61          Treasurer
Dimitris P.Spiliakos    25          Secretary

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

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

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

Louise E. Colby has been a  Director  of the  Company  since  1994.  She was the
Secretary  and Treasurer in 1994 and has served as an Assistant  Secretary  from
1995 to  present.  She is a  former  Director,  Secretary  and  Treasurer  of JH
Management  Corporation  beginning in 1989 and currently serves as its Assistant
Treasurer.  She has also served as the  Trustee of the  Cazenove  Street  Realty
Trust since 1983 and,  since 1985,  a Trustee of The 1960  Trust,  a  charitable
trust for the benefit of Harvard University.

R. Douglas  Donaldson  has been the  Treasurer of the Company since 1995. He has
been  President  of JH  Management  Corporation  since  1994.  He was  the  Vice
President of a sibling management  corporation,  JH Holdings  Corporation,  from
1994 to early 1999,  when he was promoted to President  of that  corporation  as
well. Prior to 1994, he as 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.

Dimitris P.  Spiliakos  has been the  Secretary of the Company  since  September
2002.  He is currently a corporate  paralegal at the law offices of Ropes & Gray
in  Boston.   From  1999  to  2001,  he  worked  as  a  corporate  paralegal  at
Hutchins,Wheeler & Dittmar, a law firm in Boston.

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following  table  provides  information as of March 28, 2003 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 25, 2003.

                              Beneficial Ownership


                        Name and                           Number
     Class of           address of                         of          Percent
     Shares             Beneficial Owners                  Shares      of Class
     ------             -----------------                  ------      --------

     Ordinary Shares    The California Trust               1,000       100%
                        C/o JH Holdings Corporation
                        P.O. Box 4024
                        Room 6/9, One International Place
                        Boston
                        MA 02101



Item 13. Certain Relationships and Related Transactions

Not applicable.


Item 14. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

     Within the 90 days prior to the date of this  report,  the Company  carried
     out an evaluation,  under the supervision and with the participation of the
     Company's  manager  Frontline  Ltd,  including the Company's  President and
     Treasurer,  of  the  effectiveness  of  the  design  and  operation  of the
     Company's  disclosure controls and procedures pursuant to Exchange Act Rule
     13a-14.  Based upon that evaluation,  the President and Treasurer concluded
     that the  Company's  disclosure  controls and  procedures  are effective in
     alerting  them  timely to  material  information  relating  to the  Company
     required to be included in the Company's  periodic  Securities and Exchange
     Commission (SEC) filings.

(b) Changes in internal controls

     There have been no significant changes in our internal controls or in other
     factors that could have significantly affected those controls subsequent to
     the date of our most recent evaluation of internal controls,  including any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

<PAGE>

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as part of this Annual Report:

Financial Statements

Report of Ernst & Young, Chartered Accountants, Independent Auditors

Balance Sheets at December 31, 2002 and 2001

Statements of Operations and Retained  Earnings for the Years Ended December 31,
2002, 2001 and 2000

Statements of Cash Flows for the Years Ended December 31, 2002, 2001 and 2000

Notes to Financial Statements

Certifications  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002

(b) Reports on Form 8-K

The Company  has not filed any  current  reports on Form 8-K with the SEC during
the last quarter of the fiscal period covered by this report.

<PAGE>

                                   SIGNATURES

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

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

Date    3/28/03                       By     /s/ Nancy D. Smith
    ------------------------------       ---------------------------------------
                                                 Nancy D. Smith
                                                    President


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


Date    3/28/03                       By         /s/ Nancy D. Smith
    ------------------------------      ----------------------------------------
                                                     Nancy D. Smith
                                                 Director and President


Date    3/28/03                       By      /s/ R. Douglas Donaldson
    ------------------------------      ----------------------------------------
                                                  R. Douglas Donaldson
                                                 Director and Treasurer


<PAGE>

CERTIFICATION OF THE PRESIDENT
------------------------------

I, Nancy D Smith, certify that:

1. I have  reviewed  this  annual  report on Form 10-K of  California  Petroleum
Transport Corporation;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: 3/28/03


/s/ Nancy D. Smith
-----------------------
Nancy D. Smith
President

<PAGE>

CERTIFICATION OF TREASURER
--------------------------

I, R Douglas Donaldson, certify that:

1. I have  reviewed  this  annual  report on Form 10-K of  California  Petroleum
Transport Corporation;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: 3/28/03

/s/ R. Douglas Donaldson
---------------------------
R. Douglas Donaldson
Treasurer

<PAGE>



Exhibit 99.1 CERTIFICATIONS UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant  to  Section  906  of  the  Sarbanes-Oxley  Act of  2002,  each  of the
undersigned  certifies  that  this  periodic  report  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and that information contained in this periodic report fairly represents, in all
material  respects,  the  financial  condition  and  results  of  operations  of
California Petroleum Transport Corporation.


                                                      /s/ Nancy D. Smith
                                                      -------------------------
                                                      Nancy D. Smith
                                                      President


                                                      /s/ R. Douglas Donaldson
                                                      -------------------------
                                                      R. Douglas Donaldson
                                                      Treasurer


                                                      Date: 3/28/03


02089.0009 #395095