<PAGE>

CALIFORNIA PETROLEUM                    TRANSPORT CORPORATION














ANNUAL REPORT

For year ended
December, 31 1999
ON FORM 10-K



<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                            FORM 10-K

    (Mark One)
X   Annual Report under Section 13 or 15(d) of the Securities
    Exchange Act of 1934

    For the fiscal year ended December 31, 1999

                               OR

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

    For the transition period from _____________ to __________

               Commission File number:      33-79220
                                            33-56377

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION
     (Exact name of Registrant as specified in its charter)


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


                Room 6/9 One International Place
                  Boston, Massachusetts, 02101
             (Address of principal executive offices)  02110-2624
                                                       (Zip Code)

    Registrant's telephone number, including area code:
    (617) 951-7727


    Securities registered pursuant to Section 12(b) of the Act:

                                        NAME OF EACH EXCHANGE
         TITLE OF EACH CLASS            ON WHICH REGISTERED

         None                               Not Applicable

    Securities registered pursuant to Section 12(g) of the Act:

                              None
                   ___________________________
                        (Title of Class)



<PAGE>

    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 ____

Documents Incorporation by Reference:

The following documents filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, are incorporated by reference
into Part I of this Form 10-K.



<PAGE>

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                            FORM 10-K

                        TABLE OF CONTENTS

                                                             Page
PART I

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

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

    Item 3.   Legal Proceedings ...........................    2

    Item 4.   Submission of Matters to a Vote of Security
              Holders .....................................    3

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..........    5

    Item 7(a) Quantitative and Qualitative disclosures about
              Market Risk..................................    6

    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 Officers of the Registrant.....   15

    Item 11.  Executive Compensation ......................   15

    Item 12.  Security Ownership of Certain Beneficial
              Owners and Management .......................   15

    Item 13.  Certain Relationships and Related
              Transactions ................................   16

PART IV



<PAGE>

    Item 14.  Exhibits, Financial Statement Schedules
              and Reports on Form 8-K .....................   16



<PAGE>


                             PART I


Item 1.       Business

The Company

California Petroleum Transport Corporation, a Delaware
corporation ("California Petroleum"), is a special purpose
corporation that was organized solely for the purpose of
issuing, as agent on behalf of the Owners, 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.


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



                                1



<PAGE>

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 is due to expire on April 1, 2015.  Upon payment of a
termination amount, 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, as the
case may be.


The International Tanker Market

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

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

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


                                2



<PAGE>

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

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

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

Item 2.       Properties

California Petroleum has no property.  The Owners paid
approximately $80.7 million for each double-hulled Vessel and
$40.0 million for the single-hulled Vessel.  Other than the
Vessels described below the Owners have no property.



                                3



<PAGE>

                           Information
                                                    Delivery       Approximate
Vessel              Construction   Registration     date                   dwt

Samuel Ginn         Double Hull    Bahamas          March 1993         150,000

Condoleezza Rice    Double Hull    Bahamas          August 1993        130,000

Chevron Mariner     Double Hull    Liberia          October 1994       150,000

William E. Crain    Single Hull    Liberia          February 1992      150,000

Item 3.   Legal proceedings

Neither California Petroleum nor the Owners are parties to any
legal proceedings, nor are there any legal proceedings threatened
against any of California Petroleum or the Owners, which in
either case are material to California Petroleum's assets or
businesses.


































                                4



<PAGE>

                             PART II

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

No matter was submitted to a vote of security holders during the
fiscal year ended December 31, 1999.

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 12, 2000 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.

           CALIFORNIA PETROLEUM TRANSPORT CORPORATION


                      INCOME STATEMENT DATA

(US Dollars in thousands)
                                                                    Period
                                         Year ended                Apr 1, to
                                        December 31,                Dec 31,
                               1999     1998       1997      1996      1995

Income

Interest income              17,811    19,130     20,421     21,659     16,640
Recovery of general and
administrative
expenses                         60        61         64         64         47
                             ______   _______  _________  _________  _________

Deduct:                      17,871    19,191     20,485     21,723     16,687
Expenses

Interest payable           (17,555)  (18,874)   (20,165)   (21,403)   (16,452)
General and administrative
 expenses                      (60)      (61)       (64)       (64)       (47)
Amortization of debt issue
 costs                        (256)     (256)      (256)      (256)      (188)


                                5



<PAGE>

                            _______   _______  _________  _________  _________

Net result for the year         Nil       Nil        Nil        Nil        Nil
                           ========   =======    =======    =======    =======

















































                                6



<PAGE>

                 CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                             BALANCE SHEET DATA


                                             December 31,
(US Dollars in thousands)      1999      1998       1997       1996       1995

Assets

Current assets:

Cash and cash equivalents         1         1          1          1          1
Current portion of Serial
  loan                       18,160    18,160     18,160     18,160     17,160
Interest receivable           4,306     4,637      4,962      5,279      5,566
Other assets                     21         6         28          6          8
                            _______   _______  _________  _________  _________

Total current assets         22,488    22,804     23,151     23,446     22,735

Serial loans receivable less
  current portion            76,858    94,850    112,842    130,834    148,826
Terms loans receivable      116,554   116,466    116,378    116,290    116,202
Deferred charges and other
  assets                      2,188     2,444      2,700      2,956      3,212
                            _______  ________ __________ __________  _________

Total assets                218,088   236,564    255,071    273,526    290,275
                           ========  ========   ========   ========   ========

Liabilities and stockholders' equity

Current liabilities:

Interest accrued              4,306     4,637      4,962      5,279      5,566
Current portion of serial
  mortgage notes             18,160    18,160     18,160     18,160     17,160
Other liabilities                21         6         28          6          8
                            _______   _______  _________  _________  _________

Total current liabilities    22,487    22,803     23,150     23,445     22,734

Serial mortgage notes        77,700    95,860    114,020    132,180    150,340
Term mortgage notes         117,900   117,900    117,900    117,900    117,900
                           ________  ________ __________ __________  _________

Total liabilities           218,087   236,563    255,070    273,525    290,274
                           ________  ________ __________ __________  _________

Shareholders' equity              1         1          1          1          1


                                7



<PAGE>

                              _____      ____       ____       ____       ____

Total liabilities and
  stockholders' equity      218,088   236,564    255,071    273,526    290,275
                           ========  ========   ========   ========   ========
















































                                8



<PAGE>

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


Business Strategy

         i)      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 Income included herein.

         ii)     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 the Issuer 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.


Year 2000




                                9



<PAGE>

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

         The initial terms of the Charters extend beyond the
year 2000.  The initial Charterer has assured the Company
that it is very aware of the year 2000 problem.  The Initial
Charterer has confirmed that in the dealings with the
Vessels it has taken, and will continue to take, all
reasonable steps to allow business continuity into the year
2000 and beyond.

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

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

Item 7 (a)    Quantitative and Qualitative disclosures about
              Market Risk

(a)      Quantitative information about market risk

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



                               10



<PAGE>

         i)   Serial Loans

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

              The outstanding serial loans have the
              following characteristics:

             Principal  Interest      Maturity
             due        rate            date
             $ 000

             18,160     7.35%     April 1, 2000
             18,160     7.44%     April 1, 2001
             18,160     7.49%     April 1, 2002
             18,160     7.55%     April 1, 2003
             12,950     7.57%     April 1, 2004
             7,740      7.60%     April 1, 2005
             2,530      7.62%     April 1, 2006
             _______
             95,860

         ii)  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 Initial
           Payment date      Charters        Charters
                            Terminated      Terminated
                               $ 000           $ 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


                               11



<PAGE>

             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












































                               12



<PAGE>


         iii) Serial Mortgage Notes

              The Serial Mortgage Notes bear interest at
              rates ranging from 7.35% to 7.62% through
              maturity.  The Notes mature over an eight-year
              period beginning one year from April 1, 1999.
              Interest is payable semi-annually.

              The outstanding serial loans have the
              following characteristics:

             Principal  Interest      Maturity
             due        rate            date
             $ 000

             18,160     7.30%     April 1, 1999
             18,160     7.35%     April 1, 2000
             18,160     7.44%     April 1, 2001
             18,160     7.49%     April 1, 2002
             18,160     7.55%     April 1, 2003
             12,950     7.57%     April 1, 2004
             7,740      7.60%     April 1, 2005
             2,530      7.62%     April 1, 2006
             114,020

         iv)  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 Initial
           Payment date      Charters        Charters
                            Terminated      Terminated
                               $ 000           $ 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


                               13



<PAGE>

             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

          (b) Qualitative information about market risk

              The Corporation was organized solely for the
              purpose of issuing, as agent on behalf of
              certain ship Owners, the Term Mortgage in
              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 Chevron
              Transport Corporation.
































                               14



<PAGE>

Item 8.  Financial statements and Supplementary Data

Report of Ernst & Young, Independent Auditors

The Shareholders and Board of Directors of California
Petroleum Transport Corporation

         We have audited the accompanying balance sheets of
California Petroleum Transport Corporation as of December
31, 1999 and 1998 and the related statements of income and
cash flows for each of the three years in the period ended
December 31, 1999.  These financial statements are the
responsibility of each of the three Company's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with United
States generally accepted auditing standards.  Those
standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statement are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

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



                                  Ernst & Young
Douglas, Isle of Man              Chartered Accountants



March 30, 2000








                               15



<PAGE>

        CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                    STATEMENT OF INCOME



(US Dollars in thousands)

                                           Year ended
                                          December 31,
                                  1999        1998    1997

Income

Interest income                   17,811    19,130    20,421
Recovery of general and
  administrative expenses             60        61        64
                                 _______   _______   _______

                                  17,871    19,191    20,485
Deduct:

Expenses

Interest payable                (17,555)  (18,874)  (20,165)
General and administrative
  expenses                          (60)      (61)      (64)

Amortization of debt issue costs   (256)     (256)     (256)
                                 _______   _______   _______

Net result for the year              Nil       Nil       Nil
                                 =======   =======   =======




















                               16



<PAGE>

        CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                       BALANCE SHEET


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

Assets

Current assets:

Cash and cash equivalents
Current portion of Serial loan   3             1         1
Current portion of Serial Loan            18,160    18,160
Interest receivable                        4,306     4,637
Other assets                                  21         6
                                         _______   _______

Total current assets                      22,488    22,804
Serial loans receivable less
  current portion                3        76,858    94,850
Terms loans receivable           4       116,554   116,466
Deferred charges and other
  assets                         2(b)      2,188     2,444
                                         _______  ________
Total assets                             218,088   236,564
                                        ========  ========

Liabilities and stockholders'
  equity

Current liabilities:
Interest accrued                           4,306     4,637
Current portion of serial
  mortgage notes                 5,6      18,160    18,160
Other liabilities                             21         6
                                         _______   _______

Total current liabilities                 22,487    22,803
Serial mortgage notes            5,6      77,700    95,860
Term mortgage notes              5,7     117,900   117,900
                                        ________  ________

Total liabilities                        218,087   236,563
                                        ________  ________
Shareholders' equity:
Common stock: 1,000 shares
  authorized, issued and
  outstanding                                  1         1
                                            ____       ___


                               17



<PAGE>

Total liabilities and
  stockholders' equity                   218,088   236,564
                                        ========  ========


















































                               18



<PAGE>

        CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                  STATEMENT OF CASH FLOWS

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

Cash Flows from Operating Activities:

    Net result for the year          -         -         -
    Adjustments to reconcile
    net income to net cash
    provided by operating
    activities:
      Recognition of deferred
      expenses                     256       256       256
      Changes in assets and
      liabilities
      Accounts receivable        (316)       347       295
      Accounts payable             316     (347)     (295)
                                  ____      ____      ____

    Net cash provided by
    operating activities           256       256       256
                                  ____      ____      ____

Cash Flows from Investing Activities:

    Term and Serial loans
    repaid                      17,904    17,904    17,904
                                ______    ______    ______

    Net cash from investing
    activities                  17,904    17,904    17,904
                                ______    ______    ______

Cash Flows from Financing Activities

    Serial notes redeemed     (18,160)  (18,160)  (18,160)
                                ______   _______  ________

    Net cash used in financing
    activities                (18,160)  (18,160)  (18,160)
                                ______   _______  ________

Net increase in cash and cash
  equivalents                      Nil       Nil       Nil
                                   ===       ===       ===



                               19



<PAGE>

    Cash and cash equivalents
    at bank at the beginning and
    end of year                    Nil       Nil       Nil
                                   ===       ===       ===

















































                               20



<PAGE>

        CALIFORNIA PETROLEUM TRANSPORT CORPORATION

             NOTES TO THE FINANCIAL STATEMENTS


1-  Basis of Preparation

    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 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 from Chevron
    Transport Corporation (the "Initial Charterer").  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

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

    (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.
         General and administrative expenses incurred by the
         company are reimbursed by the Owners.

    (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




                               21



<PAGE>

         The reporting and functional currency is United
         States Dollars.

3-Serial Loans

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

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 amortized over the term of the
    loans.

5-  Serial Loans and Term Loans Collateral

The Term and Serial Loans are collateralized 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 the Collateral
Trustee.  The Initial Charters and Chevron Guarantees
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 7.35% to 7.62% through maturity.  The Notes mature
    over a seven year period beginning one year from April
    1, 2000.  Interest is payable semi-annually.

    The outstanding serial loans have the following
    characteristics:

             Principal  Interest      Maturity
             due        rate            date
             $ 000



                               22



<PAGE>

             18,160     7.35%     April 1, 2000
             18,160     7.44%     April 1, 2001
             18,160     7.49%     April 1, 2002
             18,160     7.55%     April 1, 2003
             12,950     7.57%     April 1, 2004
             7,740      7.60%     April 1, 2005
             2,530      7.62%     April 1, 2006
             _______
             95,860
             _______


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 Initial
           Payment date      Charters        Charters
                            Terminated      Terminated
                               $ 000           $ 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
                              ________      ________

8-  Recently Issued Accounting Standards and Securities and
    Exchange Commission Rules


                               23



<PAGE>

    SFAS No. 133, "Accounting for Derivatives and Hedging
    Activities" is effective for all fiscal quarters of all
    fiscal years beginning after June 15, 2000 (January 1,
    2001 for the Company) and requires that all derivative
    instruments be recorded on the balance sheet at their
    fair value.  Changes in the fair value of derivatives
    are recorded each period in current earnings or other
    comprehensive income, depending on whether a derivative
    is designated as part of a hedge transaction and, if it
    is, the type of hedge transaction.

    The adoption of SFAS No. 133 will have no effect on the
    presentation of the Company's balance sheet or results
    of operations.

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

    None.


































                               24



<PAGE>


                         PART III

Item 10- Directors and Officers of Registrant

Directors and Executive
Officers of California Petroleum       Age          Position

Nancy D. Smith                         32     Director and
                                              President

Louise E. Colby                        51     Director and
                                              Assistant
                                              Secretary

R. Douglas Donaldson                   58     Treasurer

Jacy L. Wilson                         26     Secretary

Nancy D. Smith  has been a Director and the President of
California Petroleum since 1994.  She jointed
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 currently the Vice President of the
corporation.  From 1997 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.

Louise E. Colby  has been a Director of the Corporation
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
Corporation 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.



                               25



<PAGE>

Jacey L. Wilson has been the Secretary of the Corporation
since 1998.  She joined the Boston law firm of Ropes & Gray
in 1998 as a paralegal, after obtaining her bachelor's
degree in 1995 from Boston College and here master's degree
in 1997 from Northeastern University.


Item 11- Executive Compensation

    The directors and officers of California Petroleum are
    not compensated.


Item 12-  Security Ownership of Certain Beneficial Owners
         and Management

The following table provides information as of March, 12
2000 with respect to the ownership by each person or group
of persons, known by the registrant to be a record owner of
5% or more of the Common Stock.

Except as set forth below, the Registrant is not aware of
any record owner of more than 5% of the Common Stock as of
close of business on March, 12 2000.





























                               26



<PAGE>

Title of Class                          Number of Percent of
of Securities Name and address          Shares    Class

Common Stock   The California Trust     1,000     100%
               c/o J H Holdings Corporation
               P.O. Box 4024
               Room 6/9
               One International Place
               Boston,
               Massachusetts 02101


Item 13- Certain Relationships and Related Transactions

    None.


Item 14- Exhibits, Financial Statement Schedules and Reports
         on Form 8-K

    None.


         Supplemental Information to be furnished with
         reports filed pursuant to Section 15(d) by
         Registrants which have not registered securities
         pursuant to Section 12 of the Act


         No annual report, proxy statement, form of proxy or
         other soliciting material has been sent to
         Certificateholders, and the Registrant does not
         contemplate sending any such materials subsequent
         to the filing of this report.



















                               27



<PAGE>

                        SIGNATURES



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


        CALIFORNIA PETROLEUM TRANSPORT CORPORATION



                        Registrant


                    /s/ Nancy D. Smith


                      Nancy D. Smith
                         President





Date:    March 30, 2000


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


Name                  Title                   Date

/s/ Nancy D. Smith
Nancy D. Smith        Director and President  March 30, 2000
                      (Principal Executive
                      Officer)


/s/ Louise E. Colby
Louise E. Colby       Director                March 30, 2000


/s/ R. Douglas Donaldson
R. Douglas Donaldson  Principal Financial
                      and Accounting Officer  March 30, 2000



                            28
02089006.AC1