UNITED  STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K





(Mark
One)





[X]
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934
 
 For
      the fiscal year ended
              December 31,
      2007
 
 OR[  ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934
 
 For
      the transition period from
              to
 
 Commission
      file number
              033-79220
 
 
 California Petroleum Transport
      Corporation(Exact
      name of Registrant as specified in its charter)
 
 
 Delaware
              
              04-3232976(State
      or other jurisdiction of incorporation or organisation)
              
              (I.R.S.
      Employer Identification No.)
 
 
 Suite 3218, One International Place, Boston,
      Massachusetts, 02110-2624(Address
      of principal executive offices)(617) 951-7690(Registrant’s
      telephone number, including area code)
 
 
 Securities
      registered or to be registered pursuant to section 12(g) of the
      Act.
 
 None(Title
      of class)
 
 Indicate
      by check mark if the registrant is a well-known seasoned issuer, as
      defined in Rule 405 of the Securities Act.[    ]
      Yes
              [X]
      No
 
 Indicate
      by check mark if the registrant is not required to file reports pursuant
      to Section 13 or Section 15(d) of theAct.
              [    ]
      Yes
              [X]
      No
 
 Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days.[X]
      Yes
              [    ]
      No
 
 Indicate
      by check mark 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]
 
 Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of
      “accelerated filer and large accelerated filer” in Rule 12b-2 of the
      Exchange Act. (Check one):Large
      accelerated filer [    ]
              Accelerated
      filer [    ]
              Non-accelerated
      filer [X]
 
 Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Act).[    ]
      Yes
              [X]
      No
 
 State
      the aggregate market value of the voting and non-voting common equity held
      by non-affiliates computed by reference to the price at which the common
      equity was last sold, or the average bid and asked price of such common
      equity, as of the last business day of the registrant’s most recently
      completed second fiscal quarter.None
 
 Indicate
      the number of shares outstanding of each of the registrant's classes of
      common stock, as of February 28,2008. 1,000
      shares of Common Stock, $1 par
value


DOCUMENTS
INCORPORATED BY REFERENCE:  None





CALIFORNIA
PETROLEUM TRANSPORT CORPORATION





FORM
10-K





TABLE
OF CONTENTS





PagePART
      IItem
      1.
            Business
            1Item
      1A.
            Risk
      Factors
            4Item
      1B.
            Unresolved
      Staff Comments
            8Item
      2.
            Properties
            8Item
      3.
            Legal
      Proceedings
            8Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            8PART
      IIItem
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder
              Matters
      and Issuer Purchases of Equity Securities
            8Item
      6.
            Selected
      Financial Data
            8Item
      7.
            Management’s
      Discussion and Analysis of Financial
              Condition
      and Results of Operations
            9Item
      7A.
            Quantitative
      and Qualitative Disclosures about Market Risk
            13Item
      8.
            Financial
      Statements and Supplementary Data
            14Item
      9.
            Changes
      in and Disagreements with Accountants on Accounting
              and
      Financial Disclosure
            25Item
      9A.
            Controls
      and Procedures
            25Item
      9B.
            Other
      Information
            25PART
      IIIItem
      10.
            Directors
      and Executive Officers of the Registrant
            25Item
      11.
            Executive
      Compensation
            26Item
      12.
            Security
      Ownership of Certain Beneficial Owners And Management
              and
      Related Stockholder Matters
            26Item
      13.
            Certain
      Relationships and Related Transactions
            26Item
      14.
            Principal
      Accountant Fees and Services
            27PART
      IVItem
      15.
            Exhibits
      and Financial Statement Schedules
            27Signatures
            31











PART
I





Item
1.    Business





Cautionary
Statement Regarding Forward-Looking Statements





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





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





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





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








The
Company


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











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





We
have no employees.














The
Owners


Each
of CalPetro Tankers (Bahamas I) Limited ("CalPetro Bahamas I"), CalPetro Tankers
(Bahamas II) Limited ("CalPetro Bahamas II") and CalPetro Tankers (Bahamas III)
Limited ("CalPetro Bahamas III"), was organized as a special purpose company
under the laws of the Bahamas for the purpose of acquiring and chartering one of
the Vessels.  Similarly, CalPetro Tankers (IOM) Limited ("CalPetro
IOM") was organised as a special purpose company under the laws of the Isle of
Man for the purpose of acquiring and chartering one of the
Vessels.  Each of the foregoing companies is also referred to in this
document as an "Owner".  Each Owner will only engage in the business
of the ownership and chartering of its Vessel in addition to activities
resulting from or incidental to such ownership and chartering.





The
Company is a wholly-owned subsidiary of Independent Tankers Corporation, a
Cayman Islands company (“ITC”), which itself is controlled by Frontline Ltd
(“Frontline”), a Bermuda company listed on the New York, Oslo and London Stock
Exchanges.,In February, 2008, Frontline established
an intermediary holding company, Independent Tankers Corporation Limited (“ITC
Bermuda”) to hold their investment in ITC and distributed 20% of ITC Bermuda’s
common shares to Frontline’s ordinary shareholders.





None
of the Owners is owned by, or is affiliated with, us and neither we nor any
Owner is owned by or is an affiliate of Chevron.








The
Charters


Three
of the Vessels, the Cygnus Voyager, the Altair Voyager and the Sirius Voyager
are currently chartered to Chevron under bareboat charters dated as of the date
of the original issuance of the Notes (collectively, the "Chevron Charters") and
which are due to expire on April 1, 2015. The Virgo Voyager is currently
chartered to Front Voyager Inc., for a period of two years expiring on April 1,
2008 under a bareboat charter dated as of March 31, 2006 (the “Front Voyager
Charter”). We refer to the Chevron Charters and the Front Voyager Charter
collectively as the Charters.





Under
the Chevron Charters, Chevron can elect to terminate the charter on any of three
termination dates occurring at two-year intervals that began in 2003, 2004 or
2006 as the case may be. Non-binding notice of Chevron’s intention to exercise
the first option to terminate must be given at least 12 months prior to the
termination date and irrevocable notice must be given at least nine months prior
to the first optional termination date. For subsequent optional termination
dates, notice of Chevron’s intention to terminate must be given seven months
prior to the termination date. Chevron is required to pay each Owner a
termination payment (the “Termination Payment”) on or prior to the remaining
termination dates as follows:





(In
millions of $)


Optional
              Termination
      Date
            Cygnus
      Voyager
            AltairVoyager
            SiriusVoyagerApril
      1, 2008
            
            10.03April
      1, 2009
            9.97
            
            8.89April
      1, 2010
            
            8.94April
      1, 2011
            
            
            7.88





As
at February 28, 2008, no termination notices have been received from Chevron for
the Chevron Charters.





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












Under
the Front Voyager Charter, if Front Voyager Inc. does no exercise any charter
extension option or if the Front Voyager Charter is otherwise terminated, Front
Voyager Inc is obligated to pay Calpetro Bahamas III an amount, after accounting
for the termination fee, Initial Period charterhire and all expenses incurred to
recharter the vessel that is sufficient to cover:


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


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


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


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


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





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


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


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





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


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





(i)
            such
      charter is at arms length;


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


(iii)
            charterhire
      payable is sufficient to make the mandatory sinking fund payments together
      with all related interest, recurring fees and taxes for the vessel and the
      cost of insurance not maintained by the charterer, management fees and
      technical advisor’s fees and the fees of the designated representative,
      the indenture trustee and the collateral trustee as defined in the
      prospectus for the Registrant’s 8.52% First Preferred Mortgage Notes due
      2015.








The
International Tanker Market


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





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











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





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


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


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


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


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





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





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





Available
Information





We
are subject to the informational requirements of the Securities Exchange Act of
1934, as amended. In accordance with these requirements, we file reports and
other information with the Securities and Exchange Commission (“SEC”). These
materials, including this annual report and the accompanying exhibits, may be
inspected and copied at the public reference facilities maintained by the SEC at
100 F Street, N.E., Washington, DC. 20549.  You may obtain information
on the operation of the public reference room by calling 1 (800) SEC-0330.
The SEC maintains a website (http://www.sec.gov.) that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC. In addition, documents referred to in this annual
report may be inspected at our principal executive offices at Suite 3218, One
International Place, Boston, Massachusetts, 02110-2624 or at the offices of our
manager at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda HM
08.








Item
1A. Risk Factors





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





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





Three
of the Vessels are currently operated under the Chevron Charters. The Chevron
Charters each have a term expiring on April 1, 2015, subject to Chevron having
an option to terminate the Charters at earlier dates as discussed above. On
April 21, 2005, Chevron gave irrevocable notice of intention to exercise its
first termination option effective April 1, 2006 on the single hull vessel,
Virgo Voyager. Pursuant to a bareboat charter agreement between Bahamas III and
Front Voyager Inc., Front Voyager Inc. agreed to charter the Virgo Voyager as of
April 1, 2006 for an initial two year period with a further seven annual
optional periods. We refer to Chevron and Frontline as the
charterers.











If
the tanker industry, which has been cyclical, is depressed in the future when
the Charters expire or are terminated, the earnings and available cash flow of
the Owners may decrease.  The Owners’ ability to re-charter the
Vessels on the expiration or termination of the current Charters and the charter
rates payable under any renewal or replacement charters will depend upon, among
other things, economic conditions in the tanker market.  Fluctuations
in charter rates and vessel values result from changes in the supply and demand
for tanker capacity and changes in the supply and demand for petroleum and
petroleum products. The Owners may not be able to arrange further charters at
rates sufficient to meet interest and principal payments due to us on the serial
and term loans.  Should the Owners default on payment of this interest
and principal, the value of collateral to the serial and term loans may be
insufficient to repay the Notes.





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





As
discussed above, Chevron may elect to terminate their Chevron Charters on
certain termination dates and Front Voyager Inc may elect not to exercise its
annual renewal options with respect to the charter for the Virgo
Voyager.





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





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





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




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





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





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












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





The
Owners’ operations are affected by extensive and changing international,
national, state and local laws, regulations, treaties, conventions and standards
in force in international waters, the jurisdictions in which the Vessels operate
and the country or countries in which such vessels are registered, including
those governing the management and disposal of hazardous substances and wastes,
the cleanup of oil spills and other contamination, air emissions, and water
discharges and ballast water management.  These regulations include
the U.S. Oil Pollution Act of 1990, or OPA, the International Convention on
Civil Liability for Oil Pollution Damage of 1969, International Convention for
the Prevention of Pollution from Ships, the IMO International Convention for the
Safety of Life at Sea of 1974, or SOLAS, the International Convention on Load
Lines of 1966 and the U.S. Marine Transportation Security Act of
2002.  In addition, vessel classification societies also impose
significant safety and other requirements on our vessels.  In
complying with current and future environmental requirements, the Owners may
also incur significant additional costs in meeting new maintenance and
inspection requirements, in developing contingency arrangements for potential
spills and in obtaining insurance coverage.  Government regulation of
vessels, particularly in the areas of safety and environmental requirements, can
be expected to become stricter in the future and require us to incur significant
capital expenditures on our vessels to keep them in compliance, or even to scrap
or sell certain vessels altogether.





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





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





For
example, OPA affects all vessel owners shipping oil to, from or within the
United States.  OPA allows for potentially unlimited liability without
regard to fault for owners, operators and bareboat charterers of vessels for oil
pollution in United States waters.  Similarly, the International
Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, which
has been adopted by most countries outside of the United States. Imposes
liability for oil pollution in international waters.  OPA expressly
permits individual states to impose their own liability regimes with regard to
hazardous materials and oil pollution incidents occurring within their
boundaries.  Coastal states in the United States have enacted
pollution prevention liability and response laws, many providing for unlimited
liability.





Compliance
with extensive and changing environmental laws and other regulations may entail
significant expenses including expenses for ship modifications and changes in
operating procedures and therefore affect the operation of the
Vessels.  Although the charterers are responsible for all operational
matters and bear all these expenses during the term of the current Charters,
these expenses could have an adverse effect on the Owners’ business operations
at any time after the expiration or termination of the Charters or in the event
the charterers fail to make a necessary payment.





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





One
of the Vessels is a non-double hull tanker.  The United States, the
European Union and the International Maritime Organization, or IMO, have all
imposed limits or prohibitions on the use of these types of tankers in specified
markets after certain target dates, depending on certain factors such as the
size of the vessel and the type of cargo.  In the case of our
non-double hull tanker, these phase out dates range from 2010 to
2015.  As of April 15, 2005, the Marine Environmental Protection
Committee of the IMO has amended the International Convention for the Prevention
of Pollution from Ships to accelerate the phase out of certain categories of
single hull tankers, including the types of vessel in our fleet, from 2015 to
2010 unless the relevant flag states extend the date.  This change
could result in non-double hull tankers being unable to trade in many markets
after 2010.  The phase out of single hull tankers will also reduce the
demand for single hull tankers, force the remaining single hull tankers into
employment on less desirable trading routes and increase the number of tankers
trading on those routes.  As a result, single hull tankers are likely
to be chartered less frequently and at lower rates.  Moreover, the IMO
may still adopt regulations in the future that could adversely affect the useful
life of the non-double hull vessel as well as the Owner’s ability to generate
income which will affect the Owner’s ability to service its debt to
us.












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





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





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





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





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





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





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





A
government could requisition for title or seize the
Vessels.  Requisition for title occurs when a government takes control
of a vessel and becomes her owner.  Also, a government could
requisition the Vessels for hire.  Requisition for hire occurs when a
government takes control of a vessel and effectively becomes her charterer at
dictated charter rates.  Generally, requisitions occur during a period
of war or emergency.  Government requisition of the Vessels would
negatively impact the revenues of the Owners and therefore impact their ability
to service the debt due to us.





The
Notes may not be as liquid as other securities with established trading markets,
which may affect the value of the Notes and your ability to trade
them





The
Notes are not listed on any national securities exchange or traded on the NASDAQ
National Market and have no established trading market.  Consequently,
the Notes could trade at prices that may be higher or lower than their principal
amount or purchase price, depending on many factors, including prevailing
interest rates, the market for similar notes and warrants, and our financial
performance.  The placement agents for the Notes currently make a
market for the Notes, but are not obligated to do so and may discontinue their
market making activity at any time.  In addition, their market making
activity is subject to the limits imposed by the Securities Act and the Exchange
Act.  We cannot assure you that an active trading market exists for
the Notes or that any market for the Notes will be liquid.












Item
1B. Unresolved Staff Comments


None





Item
2.    Properties





We
do not own any real property.





3.    Legal
Proceedings





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





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





None





PART
II





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





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





(b)
            As
      of February 28, 2008, with respect to the Common Stock, there was one (1)
      holder of record of our Common
Stock.





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





Item
6.    Selected Financial Data





The
selected statement of operations and retained earnings data of the Company with
respect to the fiscal years ended December 31, 2007, 2006 and 2005, and the
balance sheet data as at December 31, 2007 and 2006 have been derived from the
Company’s audited financial statements included herein and should be read in
conjunction with such statements and the notes thereto. The selected statement
of operations and retained earnings data with respect to the fiscal years ended
December 31, 2004 and 2003 and the selected balance sheet data as at December
31, 2005, 2004 and 2003 have been derived from audited financial statements of
the Company not included herein.










Year
      ended December 31,($’000s
      except per share data)
            2007
            2006
            2005
            2004
            2003Total
      operating revenues
            7,876
            8,798
            9,793
            10,922
            12,450Net
      income
            -
            -
            -
            -
            -Net
      income per share
            -
            -
            -
            -
            -Total
      assets
            89,470
            100,625
            112,905
            127,483
            144,090Long
      term liabilities
            78,009
            88,381
            98,477
            110,533
            124,815Cash
      dividends declared per share
            -
            -
            -
            -
            -












The
following table sets forth a summary of quarterly unaudited results of
operations for the years ended December 31, 2007 and 2006.








($’000s)
            
            First
      Quarter
            
            
            Second
      Quarter
            
            
            Third
      Quarter
            
            
            Fourth
      Quarter2007Operating
      revenues
            
            
            2,128
            
            
            
            1,894
            
            
            
            1,907
            
            
            
            1,947Expenses
            
            
            (2,128
            )
            
            
            (1,894
            )
            
            
            (1,907
            )
            
            
            (1,947
            )Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -2006Operating
      revenues
            
            
            2,390
            
            
            
            2,142
            
            
            
            2,120
            
            
            
            2,146Expenses
            
            
            (2,390
            )
            
            
            (2,142
            )
            
            
            (2,120
            )
            
            
            (2,146
            )Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -





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





Business
Strategy





California
Petroleum


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





The
Owners


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





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


i.
            the
      Owners' obligations under the loans for acquiring the
    Vessels,


ii.
            management
      fees and technical advisor's fees,


iii.
            recurring
      fees and taxes, 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 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 Charters; and to arrange for vessel
      management and remarketing services to be available in case any Charter is
      terminated by Chevron or Frontline, or any Vessel is for any other reason
      returned to the possession and use of the
  Owners.





As
of February 28, 2008, notice had not been received from Chevron regarding the
termination of the remaining Chevron Charters.












Results
of Operations





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





Interest
income





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





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




Expenses
reimbursed





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





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





Interest
expense





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





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




Administrative
expenses





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





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








Year
ended December 31, 2006 compared to the year ended December 31,
2005





Interest
income





(in
      thousands of $)
            
            2006
            
            
            2005Interest
      income
            
            
            8,729
            
            
            
            9,771





Interest
income has decreased in 2006 compared to 2005 primarily due to a decrease in the
principal balance of loans receivable. On April 1, 2006 the Owners repaid a
total principal of $12.1 million on the Loans. As of December 31, 2006 the
Serial Loans were fully paid.





Expenses
reimbursed





(in
      thousands of $)
            
            2006
            
            
            2005Expenses
      reimbursed
            
            
            69
            
            
            
            22












Administrative
expenses are higher in 2006 as a result of increased audit fees..





Interest
expense





(in
      thousands of $)
            
            2006
            
            
            2005Interest
      expense
            
            
            (8,641
            )
            
            
            (9,681
            )





Interest
expense has decreased compared to 2005 primarily due to a decrease in the
principal balance of the Notes. On April 1, 2006 we repaid a total principal of
$12.1 million on the Notes. As of December 31, 2006 the Serial Loans were fully
paid.





Administrative
Expenses





(in
      thousands of $)
            
            2006
            
            
            2005Administrative
      expenses
            
            
            (69
            )
            
            
            (22
            )





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





Liquidity
and Capital Resources





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





Critical
Accounting Policies





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





Recently
Issued Accounting Standards





In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157 Fair Value
Measurements (“FAS 157”). FAS 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements. FAS 157 applies under
most other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. FAS 157 is
effective for fiscal years beginning after November 15, 2007. The Company does
not expect the adoption of SFAS 157 to have an impact on its financial
statements.





In
February 2007 the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial
Liabilities – including an amendment of FASB  Statement No.
115” (SFAS 159). SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS is effective for fiscal years beginning after November 15 2007.
The Company does not expect the adoption of SFAS 159 to have an impact on its
financial statements.












In
December 2007 the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial
Statements – an amendment of ARB No.51” (SFAS 160). SFAS 160 is intended
to improve the relevance, comparability and transparency of financial
information that a reporting entity provides in its consolidated financial
statements with reference to a noncontrolling interest in a subsidiary. Such a
noncontrolling interest, sometimes called a minority interest, is the portion of
equity in a subsidiary not attributable, directly or indirectly, to the parent
entity. SFAS 160 is effective for fiscal years beginning on or after December 15
2008. The Company does not expect the adoption of SFAS 160 to have an impact on
its financial statements.





In
November 2007 the SEC issued Staff Accounting Bulletin No. 109 (SAB 109),
relating to written loan commitments recorded at fair value through earnings.
Previously Staff Accounting Bulletin No. 105 “Application of Accounting Principles
to Loan Commitments”(SAB 105) provided the views of the staff regarding
derivative loan commitments that are accounted for at fair value through
earnings pursuant to Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging
Activities”. SAB
105 stated that in measuring the fair value of a derivative loan commitment, the
staff believed it would be inappropriate to incorporate the expected net future
cash flows related to the associated servicing of the loan. This new SAB 109
supersedes SAB 105 and expresses the current view of the staff that, consistent
with the guidance in Statement of Financial Accounting Standards No. 156 “Accounting for Servicing of
Financial Assets” and Statement of Financial Accounting Standards No. 159
“The Fair Value Option for
Financial Assets and Financial Liabilities”, the expected net future cash
flows related to the associated servicing of the loan should be included in the
measurement of all written loan commitments that are accounted for at fair value
through earnings. SAB 105 also indicated that the staff believed that
internally-developed intangible assets (such as customer relationship intangible
assets) should not be recorded as part of the fair value of a derivative loan
commitment. SAB 109 retains that staff view and broadens its application to all
written loan commitments that are accounted for at fair value through earnings.
The Company adopted the provisions of SAB 109 as of December 31 2007. The
adoption did not have any effect on the Company’s results of operations or
financial position.





In
December 2007 the SEC issued Staff Accounting Bulletin No. 110 (SAB 110),
relating to share-based payment. SAB 110 expresses the views of the staff
regarding the use of a "simplified" method, as discussed in SAB 107, in
developing an estimate of expected term of "plain vanilla" share options in
accordance with Statement of Financial Accounting Standards No. 123 (revised
2004) “Share-Based
Payment”. In particular, the staff indicated in SAB 107 that it will
accept a company's election to use the simplified method, regardless of whether
the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g. employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31 2007. As the
Company does not offer any share options to its staff, this standard does not
apply.





There
were no new accounting standards that would have an impact on our
results.





Tabular
disclosure of contractual obligations





As
at December 31, 2007, we had the following contractual obligations and
commitments:





Payments
      due by period(in
      $’000)
            Less
      than 1 year
            1-3
      years
            3-5
      years
            More
      than 5 years
            TotalTerm
      Mortgage Notes (8.52%)
            9,526
            20,226
            20,692
            37,091
            87,535Total
      contractual obligations
            9,526
            20,226
            20,692
            37,091
            87,535








Item
7A.    Quantitative and Qualitative Disclosures About Market
Risk





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


Quantitative
information about the instruments as at December 31, 2007 is as
follows:





Term
Loans


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





The
table below provides the final principal payments on the term loans if none of
the Charters is terminated and if all of the Charters are terminated on the
earliest remaining termination dates.





Scheduled
      payment date
            
            
            
            No
      initial charters terminated
              $’000
            All
      initial charters terminated
              $’000April
      1, 2008
            
            
            
            10,942
            5,850April
      1, 2009
            
            
            
            10,942
            6,350April
      1, 2010
            
            
            
            10,942
            6,890April
      1, 2011
            
            
            
            10,942
            7,480April
      1, 2012
            
            
            
            10,942
            8,110April
      1, 2013
            
            
            
            10,942
            8,800April
      1, 2014
            
            
            
            10,942
            9,550April
      1, 2015
            
            
            
            10,941
            36,83887,535
            89,868





The
outstanding amount of Term Loans at December 31, 2007 was $87,535.





Serial
Loans


The
principal balance of the Serial Loan made to the Owners earned interest at 7.62%
and matured on April 1, 2006.





Item
8.    Financial Statements and Supplementary
Data


PageReport
      of Registered Public Accounting Firm
            15Balance
      Sheets as of December 31, 2007 and 2006
            16Statements
      of Operations and Retained Earnings for the years ended December 31, 2007,
      2006 and 2005
            17Statements
      of Cash Flows for the years ended December 31, 2007, 2006 and2005
            18Notes
      to Financial Statements
            19

















Report
of Independent Registered Public Accounting Firm





To
the Board of Directors


California
Petroleum Transport Corporation








We
have audited the accompanying balance sheets of California Petroleum Transport
Corporation as of December 31, 2007 and 2006 and the related statements of
operations and retained earnings, and cash flows for each of the three years in
the period ended December 31, 2007. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal control over
financial reporting.  An audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.





In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of California Petroleum Transport
Corporation as of December 31, 2007 and 2006 and the results of its
operations and cash flows for each of the three years in the period ended
December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.







Grant
Thornton LLP






New
York, New York




March
28, 2008







California
Petroleum Transport Corporation


Balance
Sheets as of December 31, 2007 and 2006


(in
thousands of US$)











2007
            2006ASSETSCurrent
      assets:Cash
      and cash equivalents
            
            1
            1Current
      portion of term loans receivable
            
            9,526
            10,096Interest
      receivable
            
            1,864
            2,098Other
      current assets
            
            70
            49Total current
      assets
            
            11,461
            12,244Term
      loans receivable, less current portion
            
            77,367
            87,651Deferred
      charges
            
            642
            730Total
      assets
            
            89,470
            100,625LIABILITIES
      AND STOCKHOLDER’S EQUITYCurrent
      liabilities:Accrued
      interest
            
            1,864
            2,098Current
      portion of term mortgage notes
            
            9,526
            10,096Other
      current liabilities
            
            70
            49Total current
      liabilities
            
            11,460
            12,243Term
      mortgage notes, less current portion
            
            78,009
            88,381Total
      liabilities
            
            89,469
            100,624Stockholder’s
      equityShare
      capital
            
            1
            1Total
      liabilities and stockholder’s equity
            
            89,470
            100,625







See
accompanying notes to the financial statements.







California
Petroleum Transport Corporation


Statements
of Operations and Retained Earnings for the years ended December 31, 2007, 2006
and 2005


(in
thousands of US$)











2007
            
            
            2006
            
            
            2005RevenueInterest
      income
            
            
            7,779
            
            
            
            8,729
            
            
            
            9,771Expenses
      reimbursed
            
            
            97
            
            
            
            69
            
            
            
            22Total
      operating revenues
            
            
            7,876
            
            
            
            8,798
            
            
            
            9,793ExpensesGeneral
      and administrative expenses
            
            
            (97
            )
            
            
            (69
            )
            
            
            (22
            )Amortization
      of debt issue costs
            
            
            (88
            )
            
            
            (88
            )
            
            
            (90
            )Interest
      expense
            
            
            (7,691
            )
            
            
            (8,641
            )
            
            
            (9,681
            )(7,876
            )
            
            
            (8,798
            )
            
            
            (9,793
            )Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -Retained
      earnings, beginning of year
            
            
            -
            
            
            
            -
            
            
            
            -Retained
      earnings, end of year
            
            
            -
            
            
            
            -
            
            
            
            -







See
accompanying notes to the financial statements.







California
Petroleum Transport Corporation


Statements
of Cash Flows for the years ended December 31, 2007, 2006 and 2005


(in
thousands of US$)





2007
            
            
            2006
            
            
            2005Net
      income
            
            
            -
            
            
            
            -
            
            
            
            -Adjustments
      to reconcile net income to net cashprovided
      by operating activities:Amortization
      of deferred debt issue costs
            
            
            88
            
            
            
            88
            
            
            
            90Changes
      in operating assets and liabilities:Interest
      receivable
            
            
            233
            
            
            
            251
            
            
            
            286Other
      current assets
            
            
            (21
            )
            
            
            (27
            )
            
            
            10Accrued
      interest
            
            
            (233
            )
            
            
            (251
            )
            
            
            (286
            )Other
      current liabilities
            
            
            21
            
            
            
            27
            
            
            
            (10
            )Net cash provided by operating
      activities
            
            
            88
            
            
            
            88
            
            
            
            90Cash
      flows from investing activitiesCollections
      on loans receivable
            
            
            10,942
            
            
            
            12,056
            
            
            
            14,192Net cash provided by investing
      activities
            
            
            10,942
            
            
            
            12,056
            
            
            
            14,192Cash
      flows from financing activitiesRepayments
      of mortgage notes
            
            
            (11,030
            )
            
            
            (12,144
            )
            
            
            (14,282
            )Net cash used in financing
      activities
            
            
            (11,030
            )
            
            
            (12,144
            )
            
            
            (14,282
            )Net
      change in cash and cash equivalents
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and cash equivalents at beginning of year
            
            
            1
            
            
            
            1
            
            
            
            1Cash
      and cash equivalents at end of year
            
            
            1
            
            
            
            1
            
            
            
            1Supplemental
      disclosure of cash flow information:Interest
      paid
            
            
            7,924
            
            
            
            8,892
            
            
            
            9,968





See accompanying notes to the financial
statements.







California
Petroleum Transport Corporation




Notes
to Financial Statements





1.
            DESCRIPTION
      OF BUSINESS AND BASIS OF
PRESENTATION





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





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





On
April 21, 2005, pursuant to Clause 2 (a) (ii) of the bareboat charter dated
April 5, 1995 between CalPetro Tankers (Bahamas III) Limited (Bahamas III) and
Chevron, the Owner received irrevocable notice from Chevron regarding the
termination of the bareboat charter of the vessel Virgo Voyager, a single hulled
vessel on April 1, 2006. Under the terms of the bareboat charter between Chevron
and Bahamas III, Chevron paid a termination fee of $5,050,000. As manager to
CalPetro Tankers (Bahamas III), Frontline Ltd (“Frontline”) was obligated to
find an acceptable replacement charter as defined by the indenture governing the
issue of the Notes that were issued on behalf of the Bahamas III and three
affiliated companies. Pursuant to a bareboat charter agreement between CalPetro
Tankers (Bahamas III) and Front Voyager Inc, a wholly owned subsidiary of
Frontline, Front Voyager Inc agreed to charter the Virgo Voyager as of April 1,
2006 for an initial two year period (the “Initial Period”) with a further seven
annual optional periods. The charterhire payable for the Initial Period was
$5,050,000 which was prepaid in full on March 31, 2006.





The
Virgo Voyager is a single hull vessel. The United States, the European Union and
the International Maritime Organisation, or the IMO, have all imposed limits or
prohibitions on the use of these types of tankers in specified markets after
certain target dates which range from 2010 to 2015. In December 2003, the Marine
Environmental Protection Committee of the IMO adopted a proposed amendment to
the International Convention for the Prevention of Pollution from Ships to
accelerate the phase out of single hull tankers from 2015 to 2010 unless the
relevant flag states extend the date to 2015. Management does not know whether
the non-double hull vessel will be subject to this accelerated phase-out, but
this change could result in the Vessel being unable to trade in many markets
after 2010. Moreover, the IMO may still adopt regulations in the future that
could adversely affect the useful life of the non-double hull vessel as well as
the Owner’s ability to generate income which will affect the Owner’s ability to
service its debt to the Company.





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





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





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 on a
      straight line basis.




(c)
            Reporting
      currency




The
      reporting and functional currency is the United States
    dollar.




(d)
            Use
      of estimates




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








(e)
            Recently Issued
      Accounting Pronouncements




In September 2006,
      the FASB issued Statement of Financial Accounting Standards No. 157 Fair Value Measurements
      (“FAS 157”). FAS 157 defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles and
      expands disclosures about fair value measurements. FAS 157 applies under
      most other accounting pronouncements that require or permit fair value
      measurements and does not require any new fair value measurements. FAS 157
      is effective for fiscal years beginning after November 15, 2007. The
      Company does not expect the adoption of SFAS 157 to have an impact on its
      financial statements.




In February 2007 the
      FASB issued SFAS No. 159 “The Fair Value Option for
      Financial Assets and Financial Liabilities –
      including an amendment of FASB  Statement No. 115” (SFAS
      159). SFAS 159 permits entities to choose to measure many financial
      instruments and certain other items at fair value. The objective is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related
      assets and liabilities differently without having to apply complex hedge
      accounting provisions. SFAS is effective for fiscal years beginning after
      November 15 2007. The Company does not expect the adoption of SFAS 159 to
      have an impact on its financial
  statements.





In December 2007 the
      FASB issued SFAS No. 160 “Noncontrolling Interests in
      Consolidated Financial Statements – an
      amendment of ARB No.51” (SFAS 160). SFAS 160 is intended to improve
      the relevance, comparability and transparency of financial information
      that a reporting entity provides in its consolidated financial statements
      with reference to a noncontrolling interest in a subsidiary. Such a
      noncontrolling interest, sometimes called a minority interest, is the
      portion of equity in a subsidiary not attributable, directly or
      indirectly, to the parent entity. SFAS 160 is effective for fiscal years
      beginning on or after December 15 2008. The Company does not expect the
      adoption of SFAS 160 to have an impact on its financial
      statements.  In November 2007 the
      SEC issued Staff Accounting Bulletin No. 109 (SAB 109), relating to
      written loan commitments recorded at fair value through earnings.
      Previously Staff Accounting Bulletin No. 105 “Application of Accounting
      Principles to Loan Commitments”(SAB 105) provided the views of the
      staff regarding derivative loan commitments that are accounted for at fair
      value through earnings pursuant to Statement of Financial Accounting
      Standards No. 133 “Accounting for Derivative Instruments and
      Hedging Activities”. SAB 105 stated that
      in measuring the fair value of a derivative loan commitment, the staff
      believed it would be inappropriate to incorporate the expected net future
      cash flows related to the associated servicing of the loan. This new SAB
      109 supersedes SAB 105 and expresses the current view of the staff that,
      consistent with the guidance in Statement of Financial Accounting
      Standards No. 156 “Accounting for Servicing of
      Financial Assets” and Statement of Financial Accounting Standards
      No. 159 “The Fair Value
      Option for Financial Assets and Financial Liabilities”, the
      expected net future cash flows related to the associated servicing of the
      loan should be included in the measurement of all written loan commitments
      that are accounted for at fair value through earnings. SAB 105 also
      indicated that the staff believed that internally-developed intangible
      assets (such as customer relationship intangible assets) should not be
      recorded as part of the fair value of a derivative loan commitment. SAB
      109 retains that staff view and broadens its application to all written
      loan commitments that are accounted for at fair value through earnings.
      The Company adopted the provisions of SAB 109 as of December 31 2007. The
      adoption did not have any effect on the Company’s results of operations or
      financial position.











In December 2007 the
      SEC issued Staff Accounting Bulletin No. 110 (SAB 110), relating to
      share-based payment. SAB 110 expresses the views of the staff regarding
      the use of a "simplified" method, as discussed in SAB 107, in developing
      an estimate of expected term of "plain vanilla" share options in
      accordance with Statement of Financial Accounting Standards No. 123
      (revised 2004) “Share-Based Payment”.
      In particular, the staff indicated in SAB 107 that it will accept a
      company's election to use the simplified method, regardless of whether the
      company has sufficient information to make more refined estimates of
      expected term. At the time SAB 107 was issued, the staff believed that
      more detailed external information about employee exercise behavior (e.g.
      employee exercise patterns by industry and/or other categories of
      companies) would, over time, become readily available to companies.
      Therefore, the staff stated in SAB 107 that it would not expect a company
      to use the simplified method for share option grants after December 31
      2007. The staff understands that such detailed information about employee
      exercise behavior may not be widely available by December 31 2007.
      Accordingly, the staff will continue to accept, under certain
      circumstances, the use of the simplified method beyond December 31 2007.
      As the Company does not offer any share options to its staff, this
      standard does not apply.




3.
              SERIAL
      LOANS




The final tranche of
      the principal balances of the Serial Loans earned interest at 7.62% and
      matured on April 1, 2006.




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 remaining ten-year period beginning April 1,
      2006.  The loans are reported net of the related discounts,
      which are amortised over the term of the
  loans.




5.
              TERM
      LOANS COLLATERAL


The Term Loans are
      collateralized by first preferred mortgages on the Vessels to the
      Company.  The earnings and insurance relating to the Vessels
      subject to the charters with Chevron have been collaterally assigned
      pursuant to an assignment of earnings and insurance to the Company, which
      in turn has assigned such assignment of earnings and insurance to JP
      Morgan Trust Company, National Association (formerly the Chemical Trust
      Company of California) as the collateral trustee (the
      “Trustee”).  The charters with Chevron and the Chevron
      Guarantees (where the obligations of Chevron are guaranteed by Chevron
      Corporation) relating to the Vessels have been collaterally assigned
      pursuant to the assignment of initial charter and assignment of initial
      charter guarantee to the Company, which in turn has assigned such
      assignments to the collateral trustee.  The Capital stock of
      each of the Owners has been pledged to the Company pursuant to stock
      pledge agreements which have also been collaterally assigned to the
      Trustee.




The
      Virgo Voyager was bareboat chartered to Front Voyager Inc. as of April 1,
      2006 upon its redelivery from Chevron by virtue of a bareboat charter
      dated March 31, 2006 by and between CalPetro Tankers (Bahamas III) and
      Front Voyager Inc. (the “Front Voyager Charter”).  The earnings
      and insurance relating to the Front Voyager Charter have been collaterally
      assigned pursuant to an assignment of earnings and insurance to the
      Company, which in turn have assigned such assignment of earnings and
      insurance to the Trustee.  The Front Voyager Charter has been
      collaterally assigned pursuant to an assignment of charter to the Company,
      which in turn has assigned such assignment to the
      Trustee.











6.
            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 on a straight line
basis. The deferred charges are comprised of the following amounts:





(in
      thousands of $)
            
            2007
            
            
            2006Debt
      arrangement fees
            
            
            3,400
            
            
            
            3,400Accumulated
      amortization
            
            
            (2,758
            )
            
            
            (2,670
            )642
            
            
            
            730





7.
            DEBT








(in
      thousands of $)
            
            2007
            
            
            20068.52%
      Term Mortgage Notes due 2015
            
            
            87,535
            
            
            
            98,477Total
      debt
            
            
            87,535
            
            
            
            98,477Less:
      short-term portion
            
            
            (9,526
            )
            
            
            (10,096
            )78,009
            
            
            
            88,381





The
      outstanding debt as of December 31, 2007 is repayable as
      follows:





(in
      thousands of $)Year
      ending December 31,2008
            9,5262009
            9,9702010
            10,2562011
            10,3162012
            10,3762013
      and later
            37,091Total
      debt
            87,535





The
term mortgage notes bear interest at a rate of 8.52% per
annum.  Principal is repayable on the term mortgage notes in
accordance with a remaining ten-year sinking fund schedule beginning April 1,
2006.  Interest is payable semi-annually. The term mortgage notes
include certain covenants such as restriction on the payment of dividends and
making additional loans or advances to affiliates.  At December 31,
2007 and 2006, the Company was in compliance with these covenants.





As
of December 31, 2007, the effective interest rate for the Notes of the Company
was 8.52%.





The
term mortgage notes are subject to redemption through operation of the mandatory
sinking fund on April 1 of each year, commencing on April 1, 2006, to and
including April 1, 2015, according to the applicable schedule of sinking fund
payments set forth herein. The sinking fund redemption price is 100% of the
principal amount of term mortgage notes being redeemed, together with interest
accrued to the date fixed for redemption. If a Charter is terminated, the
scheduled mandatory sinking fund payments on the term mortgage notes will be
revised so that the allocated principal amount of the term mortgage notes for
the related Vessel will be redeemed on the remaining sinking fund redemption
dates on a schedule that approximates level debt service with an additional
principal payment on the maturity date of $7,000,000, for any of the
double-hulled Vessels, or $5,500,000 for the single hulled Vessel.





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













(in
      thousands of $)Scheduled
      payment date
            Charter
      not terminated
            Charter
      terminated 2008
            Charter
      terminated 2009
            Charter
      terminated 2010
            Charter
      terminated 20112008
            9,526
            3,187
            6,339
            3,187
            2,9842009
            9,970
            1,690
            6,339
            3,187
            2,9842010
            10,256
            1,830
            3,240
            3,187
            2,9842011
            10,316
            1,990
            3,510
            1,510
            2,9842012
            10,376
            2,160
            3,810
            1,630
            1,0902013
      and later
            37,091
            14,634
            27,478
            12,790
            10,84887,535
            25,491
            50,716
            25,491
            23,874





8.
            SHARE
      CAPITAL





(in
      thousands of $)
            2007
            2006


Authorized,
      issued and fully paid share capital:1,000
      shares of $1.00 each
            1
            1





9.
            FINANCIAL
      INSTRUMENTS




Fair
values


The
carrying value and estimated fair value of the Company’s financial instruments
at December 31, 2007 and 2006 are as follows:





(in
      thousands of $)
            2007
              Fair
              Value
            2007
              Carrying
      Value
            2006
              Fair
              Value
            2006
              Carrying
      Value


Cash
      and cash equivalents
            1
            1
            1
            18.52%
      Term Mortgage Notes due 2015
            94,036
            87,535
            105,001
            98,477




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




The
carrying value of cash and cash equivalents, which are highly liquid, is a
reasonable estimate of fair value.




The
estimated fair value of the mortgage notes is based on the quoted market price
of these or similar notes when available




Concentrations
of risk




The
Company’s only source of funds for the repayment of the principal and interest
on the Notes are the repayments from the Owners. The Owners only source of funds
for the repayment of the principal and interest on the loans from the Company
are from charterhire payments from Chevron and Front Voyager Inc as well as
investment income and the proceeds, if any, from the sale of any of the Vessels.
Accordingly, the Company’s ability to service its obligations on the Notes is
wholly dependent upon the financial condition, results of operations and cash
flows from the Owners.











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





None





Item
9A.    Controls and Procedures





Evaluation
of Disclosure Controls and Procedures





The
Company’s management, including the Company’s President and Treasurer, with the
participation of the Company’s manager, Frontline Ltd, has evaluated the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934) as of December 31, 2007.  Based on that evaluation, the
Company’s President and Treasurer concluded that the Company’s disclosure
controls and procedures were effective as of December 31, 2007.





Changes
in Internal Controls





The Company's management is responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The
Company’s internal control over financial reporting is designed to provide
reasonable assurances as to the reliability of financial reporting and
the accuracy and adequacy of the Company’s financial statements for
external reporting purposes in accordance with accounting principles generally
accepted in the United States.




The Company's management including the
Company’s President and Treasurer, with the participation of the Company’s
manager, Frontline Ltd,   has conducted an assessment of the effectiveness
of the Company’s internal control over financial reporting and has determined
that the Company’s internal control over financial reporting as of December 31,
2007 is effective.




Item
9B.    Other Information





None





PART
III





Item
10.     Directors and Executive Officers of the
Registrant





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








Name
            Age
            Position
      with CompanyNancy
      I. DePasquale
            41
            Director
      and PresidentGeraldine
      St-Louis
            32
            Vice
      PresidentLouise
      E. Colby
            60
            Director
      and Assistant SecretaryR.
      Douglas Donaldson
            66
            TreasurerFranklin
      P. Collazo
            28
            Secretary





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





Nancy I. DePasquale has been
a Director and the President of 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-Louishas 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
Secretary.  She has also served as the Trustee of the Cazenove Street
Realty Trust since 1983 and formerly served as a Trustee of The 1960 Trust, a
charitable trust for the benefit of Harvard University.





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





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





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








Item
11.     Executive Compensation





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





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





The
following table provides information as of February 28, 2007 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 February 28,
2007.





Beneficial
      OwnershipClass of shares
            Name and address of beneficial
      owners
            Number of shares
            Percent of ClassOrdinary
      Shares
            The
      California Trust
              C/O
      JH Holdings Corporation, Room 3218, One International Place,
      Boston
              MA
      02110-2624
            1,000
            100%





The
Company does not have an equity compensation plan.





Item
13.     Certain Relationships and Related
Transactions





None





Item
14.     Principal Accountant Fees and
Services





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




2007
              2006Audit
      fees (1)
              $85,000
              $71,995Audit-related
      fees (2)
              none
              noneTax
      fees (3)
              none
              noneAll
      other fees (4)
              none
              none
  (1) Audit fees represent
amounts billed for each of the years presented for professional services
rendered in connection with (i) the audit of our annual financial statements,
(ii) the review of our quarterly financial statements or (iii) those services
normally provided in connection with statutory and regulatory filings or
engagements including comfort letters, consents and other services related to
SEC matters. This information is presented as of the latest practicable date for
this annual report on Form 10-K.
  (2)
Audit-related fees represent amounts we were billed in each of the years
presented for assurance and related services that are reasonably related to the
performance of the annual audit or quarterly reviews. This category primarily
includes services relating to internal control assessments and
accounting-related consulting. Grant Thornton rendered no such services during
the last two years.
  (3) Tax
fees represent amounts we were billed in each of the years presented for
professional services rendered in connection with tax compliance, tax advice and
tax planning. Grant Thornton rendered no such services during the last two
years.
  (4) All
other fees represent amounts we were billed in each of the years presented for
services not classifiable under the other categories listed in the table above.
Grant Thornton rendered no such services during the last two years.
  The
Company’s Board of Directors has assigned responsibility for the engagement of
the auditors to the Company’s manager.





PART
IV





Item
15.     Exhibits and Financial Statement
Schedules





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





Financial
Statements





Report
of Registered Public Accounting Firm





Report
of Independent Registered Public Accounting Firm





Balance
Sheets at December 31, 2007 and 2006





Statements
of Operations and Retained Earnings for the Years Ended December 31, 2007, 2006
and 2005





Statements
of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005





Notes
to Financial Statements








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





3.1
            Certificate
      of Incorporation of California Petroleum Transport Corporation (filed as
      Exhibit 3.1 to Registrant's Registration Statement on Form S-1, Commission
      File Number 33-79220, and incorporated herein by
    reference).





3.2
            Bylaws
      of California Petroleum Transport Corporation (filed as Exhibit 3.2 to
      Registrant's Registration Statement on Form S-1, Commission File Number
      33-79220, and incorporated herein by
reference).





3.3
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas I) Limited (filed as Exhibit 3.3 to Registrant's Registration
      Statement on Form F-1, Commission File Number 33-79220, and incorporated
      herein by reference).*





3.4
            Articles
      of Association of CalPetro Tankers (Bahamas I) Limited (filed as Exhibit
      3.4 to Registrant's Registration Statement on Form F-1, Commission File
      Number 33-79220, and incorporated herein by
  reference).





3.5
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas II) Limited (filed as Exhibit 3.5 to Registrant's Registration
      Statement on Form F-1, Commission File Number 33-79220, and incorporated
      herein by reference).





3.6
            Articles
      of Association of CalPetro Tankers (Bahamas II) Limited (filed as Exhibit
      3.6 to Registrant's Registration Statement on Form F-1, Commission File
      Number 33-79220, and incorporated herein by
  reference).





3.7
            Certificate
      of Incorporation of CalPetro Tankers (IOM) Limited (filed as Exhibit 3.7
      to Registrant's Registration Statement on Form F-1, Commission File Number
      33-79220, and incorporated herein by
reference).





3.8
            Memorandum
      and Articles of Association of CalPetro Tankers (IOM) Limited (filed as
      Exhibit 3.8 to Registrant's Registration Statement on Form F-1, Commission
      File Number 33-79220, and incorporated herein by
    reference).





3.9
            Certificate
      of Incorporation and Memorandum of Association of CalPetro Tankers
      (Bahamas III) Limited (filed as Exhibit 3.9 to Registrant's Registration
      Statement on Form F-1, Commission File Number 33-79220, and incorporated
      herein by reference).





3.10
            Articles
      of Association of CalPetro Tankers (Bahamas III) Limited (filed as Exhibit
      3.10 to Registrant's Registration Statement on Form F-1, Commission File
      Number 33-79220, and incorporated herein by
  reference).




4.1
            Form
      of Serial Indenture between California Petroleum Transport Company and
      Chemical Trust Company of California, as Indenture Trustee (filed as
      Exhibit 4.1 to Registrant's Registration Statement on Form S-3, Commission
      File Number 33-56377, and incorporated herein by
    reference).




10.1
            Form
      of Vessel Purchase Agreement between CalPetro Tankers (Bahamas I) Limited,
      CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited,
      CalPetro Tankers (Bahamas III) Limited, and Chevron Transport Corporation
      (including the form of Assignment of such Vessel Purchase Agreement to
      California Petroleum Transport Corporation by CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited) (filed as Exhibit 10.3 to
      Registrant's Registration Statement on Form S-3, Commission File Number
      33-56377, and incorporated herein by
reference).





10.2
            Form
      of Bareboat Charter between CalPetro Tankers (Bahamas I) Limited, CalPetro
      Tankers (Bahamas II) Limited, CalPetro Tankers (IOM) Limited, CalPetro
      Tankers (Bahamas III) Limited and Chevron Transport Corporation (filed as
      Exhibit 10.2 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).





10.3
            Form
      of Assignment of Initial Charter Guarantee by CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum
      Transport Corporation (including the form of Collateral Assignment of such
      Initial Charter Guarantee to Chemical Trust Company of California, as
      Collateral Trustee by California Petroleum Transport Corporation) (filed
      as Exhibit 4.08 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).





10.4
            Form
      of Assignment of Earnings and Insurances from CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum
      Transport Corporation (filed as Exhibit 4.09 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).





10.5
            Form
      of Assignment of Initial Charter from CalPetro Tankers (Bahamas I)
      Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (IOM)
      Limited, CalPetro Tankers (Bahamas III) Limited to California Petroleum
      Transport Corporation (including the form of Collateral Assignment of such
      Initial Charter to Chemical Trust Company of California, as Collateral
      Trustee by California Petroleum Transport Corporation) (filed as Exhibit
      4.10 to Registrant's Registration Statement on Form S-3, Commission File
      Number 33-56377, and incorporated herein by
  reference).





10.6
            Form
      of Management Agreement between P.D. Gram & Co., and [CalPetro Tankers
      (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
      Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] (filed as
      Exhibit 4.10 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).





10.7
            Form
      of Assignment of Management Agreement from [CalPetro Tankers (Bahamas I)
      Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
      Limited] [CalPetro Tankers (Bahamas III) Limited] to California Petroleum
      Transport Corporation (filed as Exhibit 4.11 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).





10.87
            Form
      of Serial Loan Agreement between California Petroleum Transport
      Corporation and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers
      (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited] [CalPetro (Bahamas
      III) Limited] (filed as Exhibit 4.12 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).





10.9
            Form
      of Term Loan Agreement between California Petroleum Transport Corporation
      and [CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II)
      Limited] [CalPetro Tankers (IOM) Limited] [CalPetro (Bahamas III) Limited]
      (filed as Exhibit 4.13 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).





10.10
            Form
      of Collateral Agreement between California Petroleum Transport
      Corporation, the Indenture Trustee under the Serial Indenture, the
      Indenture Trustee under the Term Indenture and Chemical Trust Company of
      California, as Collateral Trustee (filed as Exhibit 4.14 to Registrant's
      Registration Statement on Form S-3, Commission File Number 33-56377, and
      incorporated herein by reference).





10.11
            Form
      of Issue of One Debenture From [CalPetro Tankers (Bahamas I) Limited]
      [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited]
      [CalPetro Tankers (Bahamas III) Limited] to California Petroleum Transport
      Corporation (filed as Exhibit 4.15 to Registrant's Registration Statement
      on Form S-3, Commission File Number 33-56377, and incorporated herein by
      reference).





10.12
            Form
      of First Preferred Ship Mortgage by [CalPetro Tankers (Bahamas III)
      Limited] [CalPetro Tankers (IOM) Limited] to California Petroleum
      Transport Corporation (including the form of assignment of such Mortgage
      to Chemical Trust Company of California, as Collateral Trustee by
      California Petroleum Transport Corporation) (filed as Exhibit 4.3 to
      Registrant's Registration Statement on Form S-3, Commission File Number
      33-56377, and incorporated herein by
reference).





10.13
            Form
      of Bahamian Statutory Ship Mortgage and Deed of Covenants by [CalPetro
      Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] to
      California Petroleum Transport Corporation (including the form of
      assignment of such Mortgage to Chemical Trust Company of California, as
      Collateral Trustee by California Petroleum Transport Corporation) (filed
      as Exhibit 4.4 to Registrant's Registration Statement on Form S-3,
      Commission File Number 33-56377, and incorporated herein by
      reference).





10.14
            Form
      of Bermudian Statutory Ship Mortgage and Deed of Covenants by CalPetro
      Tankers (IOM) Limited to California Petroleum Transport Corporation
      (including the form of assignment of such Mortgage to Chemical Trust
      Company of California, as Collateral Trustee by California Petroleum
      Transport Corporation) (filed as Exhibit 4.5 to Registrant's Registration
      Statement on Form S-3, Commission File Number 33-56377, and incorporated
      herein by reference).





10.15
            Bareboat
      Charter Agreement by and between Calpetro Tankers (Bahamas III) Limited
      and Front Voyager Inc. entered into as of March 31,
  2006.*





10.16
            Assignment
      of Charter by and between California Petroleum Transportation Corporation
      and J.P.Morgan Trust Company, National Association entered into as of
      March 31, 2006..*





10.17
            Collateral
      Assignment of Charter by and between California Petroleum Transportation
      Corporation and Calpetro Tankers (Bahamas III) Limited entered into as of
      March 31, 2006.*





21.1
            The
      Company does not have any
subsidiaries.





31.1
            Certification
      of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as
  amended.*





31.2
            Certification
      of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as
  amended,*





32.1
            Certification
      of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*





32.1
            Certification
      of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.*





*
            Filed
      herewith

















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 authorised.






California
      Petroleum Transport Corporation(Registrant)Date
              March
      28, 2008
              
              By
              /s/ Nancy I. DePasqualeNancy
      I. DePasqualePresidentPursuant
      to the requirements of the Securities Exchange Act of 1934, this report
      has been signed below by the following persons on behalf of the registrant
      and in the capacities and on the dates indicated.Date
              March
      28, 2008
              
              By
              /s/ Nancy
      I. DePasqualeNancy
      I. DePasqualeDirector
      and PresidentDate
              March
      28, 2008
              
              By
              /s/ R.
      Douglas DonaldsonR.
      Douglas DonaldsonTreasurer