Exhibit
12.2





CERTIFICATION
OF THE PRINCIPAL FINANCIAL OFFICER


PURSUANT
TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED





I,
Kate Blankenship, certify that:





1.
I have reviewed this annual report on Form 20-F of CalPetro Tankers (Bahamas
III) Limited;





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 company's other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and
have:




a)
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant is made known to us,
particularly during the period in which this annual report is being
prepared;





b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, 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;




c)
evaluated the effectiveness of the company's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and





d)
disclosed in this report any change in the company's internal controls over
financial reporting that occurred during the period covered by the annual report
that has materially affected, or is reasonably likely to materially affect, the
company's internal controls over financial reporting.





5.
The company's other certifying officer and I have disclosed, based on our most
recent evaluation of internal controls over financial reporting, to the
company's auditors and the audit committee of the company's board of directors
(or persons performing the equivalent function):





a)
all significant deficiencies and material weaknesses in the design or operation
of internal controls over financial reporting which are reasonably likely to
adversely affect the company's ability to record, process, summarize and report
financial information; and





b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the company's internal controls over financial
reporting.





Date:  May
20, 2009





/s/Kate
Blankenship


Kate
Blankenship


Principal Financial
Officer