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

                                    FORM 20-F

(Mark One)
[   ]     REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

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

                  For the fiscal year ended December 31, 2004

                                       OR

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

                      Commission file number 033-79220-01


                     CALPETRO TANKERS (BAHAMAS I) LIMITED
            (Exact name of Registrant as specified in its charter)


                                    Bahamas
        (State or other jurisdiction of incorporation or organization)


         Mareva House, 4 George Street, PO Box N-3937, Nassau, Bahamas
                   (Address of principal executive offices)

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

     Title of each class              Name of each exchange on which registered

             None                                 Not applicable

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

                                     None

Securities for which there is a reporting  obligation  pursuant to section 15(d)
of the Act.

                                     None

Indicate the number of shares outstanding of each of the registrant's classes of
capital or common  stock,  as of the close of the  period  covered by the annual
report.

              Common stock: 100 shares, par value of $1 per share

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

                                 Yes [X] No [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow:


                             Item 17 [ ] Item 18 [X]
<PAGE>
                      CALPETRO TANKERS (BAHAMAS I) LIMITED
                          INDEX TO REPORT ON FORM 20-F

                                                                          Page
PART I
Item 1.    Identity of Directors, Senior Management and                    2
           Advisers........................
Item 2.    Offer Statistics and Expected Timetable.........................2
Item 3.    Key Information.................................................3
Item 4.    Information on the Company......................................6
Item 5.    Operating and Financial Review and Prospects....................17
Item 6.    Directors, Senior Management and Employees......................19
Item 7.    Major Shareholders and Related Party                            20
           Transactions............................
Item 8.    Financial Information...........................................21
Item 9.    The Offer and Listing...........................................21
Item 10.   Additional Information..........................................22
Item 11.   Quantitative and Qualitative Disclosures about Market           23
           Risk..................
Item 12.   Description of Securities Other than Equity
           Securities......................................................24

PART II
Item 13.   Defaults, Dividend Arrearages and Delinquencies.................24
Item 14.   Material Modifications to the Rights of Security Holders        24
           and Use of Proceeds.............................................
Item 15.   Controls and Procedures.........................................25
Item 16.   [Reserved]                                                      24
Item 16A.  Audit Committee Financial Expert................................24
Item 16B.  Code of Ethics..................................................24
Item 16C.  Principal Accountant Fees and Services..........................24
Item 16D.  Exemptions from the Listing Rules for Audit
           Committees......................................................25
Item 16E.  Purchases of Equity Securities by the Issuer and                25
           Affiliated Purchasers

PART III
Item 17.   Financial Statements............................................25
Item 18.   Financial Statements............................................25
Item 19.   Exhibits........................................................25

                                     PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

CalPetro Tankers  (Bahamas I) Limited (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," "except," "anticipate," "intends," "estimate," "forecast," "project,"
"plan,"  "potential,"  "will," "may," "should," "expect" 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, as
a result of 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 CalPetro  Tankers  (Bahamas I) Limited with
the Securities and Exchange Commission.

Please note: In this section, "we", "us" and "our" all refer to the Company.

Item 1.    Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.    Offer Statistics and Expected Timetable

Not applicable.

Item 3.  Key Information

Selected Financial Data

The selected  statement of operations and retained  earnings data of the Company
with respect to the fiscal years ended December 31, 2004, 2003 and 2002, and the
selected  balance  sheet data at December  31, 2004 and 2003,  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 years
ended December 31, 2001 and 2000 and the selected balance sheet data at December
31, 2002, 2001 and 2000 have been derived from audited  financial  statements of
the  Company  not  included  herein.   Certain  comparative  figures  have  been
reclassified to conform with the presentation adopted in the current period. The
following  table should also be read in  conjunction  with Item 5 "Operating and
Financial Review and Prospects" and the Company's audited  financial  statements
and notes thereto included herein.  The Company's  accounts are maintained in US
dollars.

                                       Year ended December 31,
                              2004       2003       2002       2001       2000
               (U.S. Dollars in thousands except per share data)

 Statement of
 operations and
 retained earnings data
 Total  operating
 revenues                    3,269      3,577      3,997      4,432      4,864
 Net (loss)/income            (31)       (61)         38         83        152

 Per share data:
 Dividends per share             -          -          -          -          -

 Balance sheet data:
 Total assets               39,254     42,721     48,059     53,327     58,656
 Current   portion   of      5,210      5,210      5,210      5,210      5,210
 Serial Loans
 Long-term loans            29,842     35,052     40,262     45,472     50,682
 Stockholder's equity        1,531      1,562      1,623      1,585      1,502

(1) Includes current portion.

Risk Factors

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

Our  vessel,  the CYGNUS  VOYAGER  (formerly  Samuel  Glinn) (the  "Vessel"), is
currently operated under a bareboat charter (the "Charter") to Chevron Transport
Corporation  ("Chevron").  The  Charter  has a term  expiring  on April 1, 2015,
subject to the fact that Chevron has an option to terminate the Charter  earlier
on four specified dates. The first option to terminate was on April 1, 2003, and
subsequent options exist on each of the three subsequent two-year  anniversaries
thereof. Non-binding notice of the intention to exercise the option to terminate
the  Charter  must be given at least  twelve  months  in  advance  for the first
Optional  Termination Date with irrevocable  notice being required at least nine
months before the first  Optional  Termination  Date and seven months in advance
for subsequent Optional Termination Dates.

If the tanker industry, which has been cyclical, is depressed in the future when
our Vessel's  Charter expires or is terminated,  our earnings and available cash
flow may  decrease.  Our ability to recharter  our Vessel on the  expiration  or
termination  of its  current  Charter 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 oil and oil products.

Because our Charter may be terminated  in April 2005,  we may incur  additional
expenses and not be able to recharter our Vessel profitably

Chevron had its first option to  terminate  its Charter on April 1, 2003 and has
subsequent  options  on  each of the  three  subsequent  two-year  anniversaries
thereof.  Chevron has the sole discretion to exercise these options and will not
owe any fiduciary or other duty to the holders of the Notes in deciding  whether
to exercise the termination  options,  and Chevron's decision may be contrary to
our  interests or those of the holders of the Notes.  Non-binding  notice of the
intention  to exercise  the option to  terminate  must be given at least  twelve
months in advance with  irrevocable  notice being  required at least nine months
for the  first  Optional  Termination  Date and  seven  months  in  advance  for
subsequent  Optional   Termination  Dates.  The  Company  did  not  receive  any
notification from Chevron Transport  Corporation of their intention to terminate
the charter on April 1, 2005, the second termination date; therefore the Charter
remains in place with the next Optional Termination Date being April 1, 2007.

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

In the event Chevron does  terminate  the Charter,  we will attempt to arrange a
replacement charter, or we may sell the Vessel. 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 us lower charter rates and would likely require us
to incur greater expenses which may reduce the amounts available, if any, to pay
principal and interest on the Notes.

We operate in the highly  competitive  international  tanker market which could
affect  our  position  at the  end  of  our  current  Charter  and  if  Chevron
terminates its Charter earlier

The  operation  of tanker  vessels  and  transportation  of crude and  petroleum
products is an extremely competitive business. Competition arises primarily from
other tanker owners, including major oil companies as well as independent tanker
companies,  some  of  whom  have  substantially  greater  resources  than we do.
Competition  for the  transportation  of oil and oil products can be intense and
depends on price,  location,  size, age,  condition and the acceptability of the
tanker and its  operators  to the  charterers.  During the term of our  existing
Charter  with  Chevron,  we are not  exposed  to the risk  associated  with this
competition.  At the end of our current  Charter  and in the event that  Chevron
terminates the charter on any optional termination date, we 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 our achieving lower revenues from our Suezmax oil
tanker.

Compliance  with  environmental  laws or regulations  may adversely  affect our
earnings and  financial  conditions  at the end of the  existing  Charter or if
Chevron terminates its Charter prior to that time

Regulations  in the various states and other  jurisdictions  in which our Vessel
trades affect our business.  Extensive and changing environmental laws and other
regulations,  compliance with which may entail significant  expenses,  including
expenses for ship modifications and changes in operating procedures,  affect the
operation of our Vessel.  Although  Chevron is responsible  for all  operational
matters and bears all these  expenses  during the term of our  current  Charter,
these expenses  could have an adverse  effect on our business  operations at any
time after the  expiration or termination of the Charter or in the event Chevron
fails to make a necessary payment.

We may not have  adequate  insurance  in the event  existing  charters  are not
renewed

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 Charter,  Chevron bears
all risks  associated with the operation of our Vessel  including the total loss
of the  Vessel.  However,  we cannot  assure  holders  of the Notes that we will
adequately  insure  against  all risks at the end of the Charter or in the event
the  Charter  is  terminated.  We may not be able to obtain  adequate  insurance
coverage at  reasonable  rates for our Vessel in the future and the insurers may
not pay particular claims.

We are highly  dependent on Chevron  Transport  Corporation  and  ChevronTexaco
Corporation

We are highly  dependent on the due  performance  by Chevron of its  obligations
under  the  Charter  and by its  guarantor,  ChevronTexaco  Corporation,  of its
obligations  under  its  guarantee.   A  failure  by  Chevron  or  ChevronTexaco
Corporation  to perform  their  obligations  could  result in our  inability  to
service  the Serial and 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.

We may not be able to pay down our debt in the future,  which  could  result in
the loss of our Vessel

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

Governments  could  requisition our Vessel during a period of war or emergency,
resulting in a loss of earnings

A government  could  requisition for title or seize our Vessel.  Requisition for
title occurs when a government  takes control of a vessel and becomes her owner.
Also, a government could  requisition the Vessel 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  Vessel  would
negatively  impact  our  revenues.  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  will exist for the Notes or that any market
for the Notes will be liquid.

Substantial  leverage  and debt  service  could  affect our ability to grow and
service our debt obligations

We are highly leveraged.  As of December 31, 2004, we had $36.9 million in total
indebtedness outstanding and stockholders' equity of $1.5 million. The degree to
which we are leveraged could have important  consequences for the holders of the
Notes, including:

     o    our  ability  to obtain  additional  financing  for  working  capital,
          capital  expenditures,  acquisitions or general corporate purposes may
          be limited;

     o    we  must  dedicate  a  substantial  portion  of  our  cash  flow  from
          operations to the payment of interest on our Serial and Term Loans and
          any future  indebtedness,  which reduces the funds available to us for
          other purposes;

     o    we may have trouble withstanding  competitive pressures and responding
          to changing business conditions;

     o    we may be more  vulnerable  than  others in the event of a downturn in
          general economic conditions or in our business; and

     o    we may be more highly leveraged than other tanker owners with which we
          compete, which may put us at a competitive disadvantage.

We have a limited business purpose which limits our flexibility

The  activity  of the  Company  is  limited  to  engaging  in  the  acquisition,
disposition, ownership, and chartering of a Suezmax oil tanker. During the terms
of our Charter with Chevron, we expect that the only source of operating revenue
from which we may pay  principal and interest on the Serial Loans and Term Loans
will be from this Charter.

Item 4.  Information on the Company

The Company

CalPetro  Tankers (Bahamas I) Limited was incorporated in the Bahamas on May 13,
1994 together with two other  companies:  CalPetro  Tankers (Bahamas II) Limited
and CalPetro Tankers (Bahamas III). In addition,  CalPetro Tankers (IOM) Limited
was incorporated in the Isle of Man. Together these companies are referred to as
the "Owners".  Each of the Owners was organized as a special purpose company for
the purpose of acquiring one of four oil tankers (each a "Vessel",  together the
"Vessels") from Chevron Transport Corporation.

California Petroleum Transport  Corporation,  a Delaware corporation,  acting as
agent on behalf of the Owners, issued as full recourse obligations  $167,500,000
Serial First  Preferred  Mortgage Notes and  $117,900,000  8.52% First Preferred
Mortgage  Notes due 2015  (together the "Notes").  The proceeds from the sale of
the Notes were applied by way of long-term loans,  being Serial Loans in respect
of the Serial First  Preferred  Mortgage  Notes and Term Loans in respect of the
First  Preferred  Mortgage Notes due 2015, to the Owners to fund the acquisition
of the Vessels from Chevron  Transport  Corporation.  The Company was  allocated
$41,410,000  of the Serial Loans and  $40,262,000 of the Term Loans and acquired
its Vessel,  the CYGNUS VOYAGER  (formerly Samuel Ginn), as described below. The
Company  engages in no business  other than the ownership and  chartering of its
Vessel  and  activities  resulting  from or  incidental  to such  ownership  and
chartering.

The Company is wholly-owned by California Tankers Investments Limited, a company
organized  under  the  laws of the  Bahamas,  which  is in  turn a  wholly-owned
subsidiary  of  CalPetro  Holdings  Limited,  an Isle of Man  company.  CalPetro
Holdings   Limited  is  a  wholly-owned   subsidiary  of   Independent   Tankers
Corporation,   a  Cayman  Islands   company   ("ITC")  which  was  previously  a
wholly-owned  subsidiary of Hemen Holding Limited,  a Cyprus company  ("Hemen").
Hemen is the principal  shareholder of Frontline Ltd  ("Frontline"),  a publicly
listed Bermuda company, and is indirectly controlled by Mr. John Fredriksen, the
Chairman and Chief Executive  Officer of Frontline.  On July 1, 2003,  Frontline
entered into an option  agreement  with Hemen to acquire all shares in ITC. This
option was exercised effective May 27, 2004.

Overview of the Business

The Company's  Vessel is a 150,000  deadweight tonne ("dwt") Suezmax oil tanker,
called the CYGNUS  VOYAGER  (formerly  Samuel  Ginn),  which was  acquired  from
Chevron Transport Corporation.  Suezmax tankers are medium-sized vessels ranging
from  approximately  120,000 to 200,000 dwt, and of maximum length,  breadth and
draft capable of passing fully loaded through the Suez Canal.

The  Vessel  has been  chartered  back to  Chevron  Transport  Corporation  (the
"Chevron").  The  Charter  has a term  expiring  on April  1,  2015  subject  to
Chevron's  right to terminate the Initial  Charter on certain  specified  dates.
Chevron  can elect to  terminate  the Charter on any of four  termination  dates
occurring at two-year intervals  beginning in April 1, 2003.  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 the Company a termination payment (the "Termination Payment") on
or prior to the termination date as follows:

      (In millions of $)
     Optional             Termination
     Termination Date         Payment
     April 1, 2003              13.40
     April 1, 2005              12.26
     April 1, 2007              11.12
     April 1, 2009               9.97

Chevron is principally  engaged in the marine  transportation of oil and refined
petroleum products.  Chevron's primary transportation routes are from the Middle
East,  Indonesia,  Mexico,  West Africa and the North Sea to ports in the United
States,  Europe,  the United  Kingdom and Asia.  Chevron has advised the Company
that it expects to use the Vessel worldwide as permitted under the Charter.  The
obligations  of  Chevron  under the  Charter  are  guaranteed  by  ChevronTexaco
Corporation,  a major  international  oil company,  pursuant to a guarantee (the
"Chevron  Guarantee").  Chevron  is  an  indirect,  wholly-owned  subsidiary  of
ChevronTexaco Corporation.

The Vessel is a double-hull  oil carrier and is presently  registered  under the
Bahamian flag. The Vessel was  constructed  under the supervision of Chevron and
designed to Chevron's  specifications to enhance safety and reduce operating and
maintenance costs,  including such features as high performance  rudders,  extra
steel (minimal use of high tensile  steels),  additional fire safety  equipment,
redundant power generation equipment,  extra coating and electrolytic  corrosion
monitoring and protection systems,  additional crew quarters to facilitate added
manning and a double-hull design patented by one of ChevronTexaco  Corporation's
subsidiaries.   The  builder  of  CYGNUS  VOYAGER  (formerly  Samuel  Ginn)  was
Ishikawajima Harima Heavy Industries Co., Ltd.

The Management

On March 31, 1999,  Frontline  became the Manager and  Technical  Advisor to the
Company,  pursuant  to  an  assignment  of a  Management  Agreement.  Under  the
Management Agreement, Frontline provides administrative, management and advisory
services to the Company along with technical advisory  services.  If the Charter
is  terminated  by Chevron,  Frontline,  acting on behalf of the  Company,  will
provide all technical management services and will attempt to find an acceptable
replacement  charter for the Vessel.  If an  acceptable  replacement  charter is
commercially  unavailable,  the  Manager  will  solicit  bids  for  the  sale or
recharter  of  the  Vessel.  The  Manager's  ability  to  obtain  an  acceptable
replacement  charter,  to sell the Vessel or recharter the Vessel will depend on
market rates for new and used  vessels,  both of which will depend on the supply
of and demand for tanker capacity for oil transportation,  and the advantages or
disadvantages of the Vessel compared with other vessels available at the time.

The International Tanker Market

The market for  international  seaborne  crude oil  transportation  services  is
highly fragmented and competitive.  Seaborne crude oil  transportation  services
generally are 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  Company,  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 Company engages.

The oil  transportation  industry has historically been subject to regulation by
national authorities and through international  conventions.  Over recent years,
however,  an  environmental  protection  regime has  evolved  which could have a
significant impact on the operations of participants in the industry in the form
of increasingly  more stringent  inspection  requirements,  closer monitoring of
pollution-related  events, and generally higher costs and potential  liabilities
for the owners and operators of tankers.  In order to benefit from  economies of
scale,  tanker  charterers will typically charter the largest possible vessel to
transport  oil  or  products,   consistent  with  port  and  canal   dimensional
restrictions  and optimal  cargo lot sizes.  The oil tanker  fleet is  generally
divided into the following five major types of vessels, based on vessel carrying
capacity:

     (i)  ULCC-size range of approximately 320,000 to 450,000 dwt;
     (ii) VLCC-size of approximately 200,000 to 320,000;
    (iii) Suezmax-size  range of  approximately  120,000 to 200,000  dwt;
     (iv) Aframax-size range of approximately 60,000 to 120,000 dwt; and
     (v)  small tankers of less than approximately 60,000 dwt.

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

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

The factors  affecting  the supply and demand for tanker  vessels are outside of
our control, and the nature, timing and degree of changes in industry conditions
are  unpredictable.  The  factors  that  influence  demand for  tanker  capacity
include:

     o    demand for oil and oil products;

     o    global and regional economic conditions;

     o    the distance oil and oil products are to be moved by sea; and

     o    changes in sea borne and other transportation patterns

The factors that influence the supply of tanker capacity include:

     o    the number of newbuilding deliveries;

     o    the scrapping rate of older vessels; and

     o    the number of vessels that are out of service.

Tanker values have generally experienced high volatility.  The fair market value
of oil tankers,  including the Vessel,  can be expected to fluctuate,  depending
upon general  economic and market  conditions  affecting the tanker industry and
competition from other shipping companies, types and sizes of vessels, and other
modes of  transportation.  In  addition,  as  vessels  grow  older,  they may be
expected to decline in value.  These factors will affect the value of the vessel
at the termination or expiration of the current Charter.

2004  was a  good  year  for  the  tanker  market  as  freight  rates  increased
dramatically  compared to 2003,  mainly due to limited  fleet  growth and strong
growth in the demand for oil, and implicitly for oil tankers.

According to IEA,  world oil demand grew by 2.65 million  barrels per  day(mb/d)
compared to 2003 with the total world demand  ending up at 82.44 mb/d.  The main
driver for this  growth was the strong  economic  growth in China and the United
States resulting in record import levels.

The world supply of oil  increased  with 3.39 mb/d from 2003 to a total of 83.03
mb/d in 2004.  The  rapid  economic  growth  in China  led to a large  growth in
imports of oil into China during the year. In addition, the hurricane Ivan which
hit the US Gulf led to the shut down of oil  production in the area which had to
be replaced by  additional  imports.  This resulted in strong demand for VLCC's,
and a very healthy market for most of the year.  The  continuing  unrest in Iraq
kept the  output  from that  country to about 1.9 mb/d.  vs. a pre-war  level of
about 2.2 mb/d.  However,  the shortfall in production from Iraq was replaced by
increased production in the rest of the OPEC countries.

The size of the world  VLCC  fleet  increased  by 2.5  percent  in 2004 from 433
vessels to 441 vessels. A total of 11 VLCCs were scrapped during the year and 30
were  delivered.  The total order book for VLCCs was at 84 vessels at the end of
the  year,  of which 43 were  ordered  during  the  year.  The size of the world
suezmax fleet increased by 5 percent in 2004 from 295 vessels to 310. A total of
11  suezmaxes  was  scrapped  and 26 were  delivered.  The total  order book for
suezmaxes were at 76 at the end of the year, of which 30 were ordered during the
year.  The total order books for VLCC and  Suezmax  respectively,  were at 19.09
percent and 24.51 percent of the existing fleet.

The outlook for the tanker market for the remainder of 2005 is positive since it
seems that the continued growth in oil consumption will ensure a positive demand
situation for tankers.  The freight  forward  market for 2005 is now at $ 58,000
per day for VLCC tankers, and $ 38,500 for suezmax tankers.

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

Inspection by Classification Society
Every  commercial  vessel's hull and machinery is "classed" by a  classification
society  authorised  by its  country of  registry.  The  classification  society
certifies that the vessel has been built and  maintained in accordance  with the
rules of such  classification  society and complies  with  applicable  rules and
regulations  of the  country of  registry  of the  vessel and the  international
conventions to which that country is a member.

Each vessel is inspected by a surveyor of the classification society every year,
every two and a half years and every four to five  years.  Should any defects be
found, the classification surveyor will issue a "recommendation" for appropriate
repairs which have to be made by the shipowner within the time limit prescribed.

The  Vessel  will be  maintained  during  the term of the  Charter by Chevron in
accordance with good commercial  maintenance  practice  commensurate  with other
vessels  in  Chevron's  fleet of  similar  size and trade,  as  required  by the
Charter. The Charter requires Chevron to return the Vessel on termination of the
Charter  "in  class"  under the rules of the  American  Bureau of  Shipping  (or
another classification society previously approved by the Company). In addition,
the  Company  has the right to inspect  the Vessel and to require  surveys  upon
redelivery,  and Chevron  will be  responsible  for making or  compensating  the
Company for certain necessary repairs in connection with such redelivery.

Insurance

The operation of any ocean-going vessel carries an inherent risk of catastrophic
marine disasters, environmental mishaps, cargo and property losses or damage and
business   interruptions   caused  by  adverse  weather  and  ocean  conditions,
mechanical failures,  human error,  political action in various countries,  war,
terrorism, piracy, labour strikes and other circumstances or events. Pursuant to
the  Charter,  the Vessel may be operated  through the world in any lawful trade
for which the Vessel is suitable,  including  carrying oil and its products.  In
the past, political conflicts in many regions, particularly in the Arabian Gulf,
have  included  attacks on tankers,  mining of  waterways  and other  efforts to
disrupt  shipping in the area.  Vessels  trading in such  regions have also been
subject to acts of terrorism and piracy. In addition,  the carriage of petroleum
products  is subject to the risk of  spillage  and  leakage.  Any such event may
result in increased costs or the loss of revenues or assets, including a Vessel.

Under the Charter,  Chevron is entitled to  self-insure  against  marine and war
risks  relating  to the Vessel  and  against  protections  and  indemnity  risks
relating  to the  Vessel  during  the  term  of the  Charter  and,  accordingly,
purchasers of the Notes cannot rely on the existence of  third-party  insurance.
There can be no assurance  that all risks will be  adequately  insured  against,
that any  particular  loss will be covered or that the  Company  will be able to
procure  adequate  insurance  coverage at commercially  reasonable  rates in the
future.  In  particular,   stricter  environmental  regulations  may  result  in
increased costs for, or the lack of availability or, insurance against the risks
of environmental damage or pollution.

Chevron  will,  pursuant to the  Charter,  indemnify  the Company  from  damages
arising from a failure to maintain  any  financial  responsibility  requirements
whether relating to oil or other pollution  damage.  Chevron will also indemnify
the  Company to the extent  losses,  damages or  expenses  are  incurred  by the
Company  relating to oil or other pollution  damage as a result of the operation
of the Vessel by Chevron.

Environmental and Other Regulations

International  conventions and national, state and local laws and regulations of
the  jurisdictions  where our Vessel  operates  or is  registered  significantly
affect the ownership and  operation.  We believe we are currently in substantial
compliance  with  applicable  environmental  and  regulatory  laws regarding the
ownership  and  operation of our tankers.  However,  because  existing  laws may
change or new laws may be  implemented,  we cannot  predict the ultimate cost of
complying with all applicable  requirements  or the impact they will have on the
resale  value or  useful  lives of our  tankers.  Future,  non-compliance  could
require us to incur substantial costs or to temporarily suspend operation of our
tankers.

We believe  the  heightened  environmental  and quality  concerns  of  insurance
underwriters,  regulators and  charterers are leading to greater  inspection and
safety  requirements on all vessels and creating an increasing demand for modern
vessels that are able to conform to the  stricter  environmental  standards.  We
maintain high operating  standards for our vessels that  emphasizes  operational
safety,  quality maintenance,  continuous training of our crews and officers and
compliance  with  United  States and  international  regulations.  Our Vessel is
subject  to  both  scheduled  and  unscheduled   inspections  by  a  variety  of
governmental and private entities,  each of which may have unique  requirements.
These entities  include the local port authorities such as the U.S. Coast Guard,
harbour   master   or   equivalent,   classification   societies,   flag   state
administration  or country of registry,  and charterers,  particularly  terminal
operators and major oil companies  which conduct  frequent  vessel  inspections.
Each of these entities may have unique requirements that we must comply with.

International Maritime Organisation

In 1992, the International  Maritime  Organization,  or IMO ( the United Nations
agency for maritime  safety and the  prevention  of marine  pollution by ships),
adopted  MARPOL  73/78   regulations   that  set  forth   pollution   prevention
requirements  applicable to tankers. These regulations,  which have been adopted
by more than 150 nations,  provide,  in part,  that: o tankers between 25 and 30
years old must be of  double-hull  construction  or of a  mid-deck  design  with
double-sided construction, unless:

      (1)   they  have  wing  tanks  or  double-bottom  spaces  not used for the
            carriage  of oil which cover at least 30% of the length of the cargo
            tank section of the hull or bottom; or

      (2)   they are capable of hydrostatically  balanced loading (loading cargo
            into a tanker  in such a way  that,  in the event of a breach of the
            hull, water flows into the tanker, displacing oil upwards instead of
            into the sea);

     o    tankers 30 years old or older must be of double-hull  construction  or
          mid-deck design with double-sided construction; and

     o    all tankers are subject to enhanced inspections.

Also, under IMO regulations,  a tanker must be of double-hull  construction or a
mid-deck design with double-sided construction, or be of another approved design
ensuring the same level of protection against oil pollution, if the tanker:

     o    is the  subject  of a  contract  for a major  conversion  or  original
          construction on or after July 6, 1993;

     o    commences a major  conversion or has its keel laid on or after January
          6, 1994; or

     o    completes a major conversion or is a newbuilding delivered on or after
          July 6, 1996.

These  regulations  were amended in 2001 and provided a timetable  for the phase
out of single hull tankers. This timetable was amended again in December 2003 in
response to European  Union ("EU")  proposals,  further  accelerating  the final
phase-out dates for single hull tankers.

The  baseline  phase out dates  apply to tankers  according  to their  certified
arrangement  (protectively  located  segregated ballast tanks or PL/SBT) and the
type of oil carried as cargo. These regulations  identify 3 categories of single
hull tankers,  including  double side and double bottom  tankers:

a)   Category 1 (Pre-  PL/SBT)  oil  tankers - any tanker of 20,000 dwt or above
     carrying crude oil, fuel oil, heavy diesel oil or lubricating  oil as cargo
     or of 30,000 dwt or above carrying other types of oil .

b)   Category  2  (PL/SBT)  oil  tankers - any  tanker  of  20,000  dwt or above
     carrying crude oil, fuel oil, heavy diesel oil or lubricating  oil as cargo
     or of 30,000 dwt or above carrying other types of oil.

c)   Category 3 oil  tankers - any  tanker of  between  5,000 dwt and 20,000 dwt
     carrying crude oil, fuel oil, heavy diesel oil or lubricating  oil as cargo
     or less than 30,000 dwt carrying other types of oil .

The table below provides the specific phase out dates according to each category
of oil tanker. Oil tankers that meet 13F or have double bottoms and double sides
with  dimensions  in  compliance  with  13G1(c)  continue  to be exempt from the
accelerated phase out.

Baseline Phase Out Scheme

  Phase Out Date                        Year of Delivery
                        Category 1          Category 2         Category 3

   April 5, 2005   before April 5, 1982          before April 5, 1977
      + 2005       after April 5, 1982      After April 5, 1977 but before
                                                   January 1, 1978
      + 2006                                       1978* and 1979*
      + 2007                                       1980* and 1981*
      + 2008                                            1982*
      + 2009                                            1983*
      + 2010                                        1984* or later
                   + by Anniversary of Delivery Date In Year
                                * subject to CAS

For  Category  2 and  3  tankers,  a  successful  completion  of  the  Condition
Assessment  Scheme  (CAS)  is  required  by 15  years  of age  or by  the  first
intermediate or renewal survey due after 5 April 2005, which ever occurs later.

The new  phase-out  regime  became  effective  on April 5, 2005.  For Category 1
tankers  (pre-MARPOL  tankers without segregated ballast tanks,  generally built
before 1982),  the final  phase-out  date has been brought  forward to 2005 from
2007. For Category 2 tankers  (MARPOL  tankers,  generally built after 1982) the
final phase out date has brought forward to 2010 from 2015.

To soften the  significant  impact  that would  occur if the  approximately  700
tankers  (approximately  67 million  tons dwt) were to be phased out globally in
2010 as per above,  two  exceptions to the baseline phase out dates were adopted
which  allow  Category 2 and 3 oil  tankers  that have passed the CAS to operate
beyond the 2010 cut-off date as summarized below:

Exception  One - a flag State may  permit oil  tankers to operate to 25 years of
age provided  that, not later than July 1, 2001, the entire cargo tank length is
protected  with one of the following  arrangements  which cannot be used for the
carriage of oil:

o    Double  bottoms  having a height  at  centerline  which  does not meet that
     required by the MARPOL 13E; or

o    Wing tanks  having a width which does not meet that  required by IBC Code -
     Type 2.

Exception  Two - a flag State may permit oil  tankers,  that do not have  double
bottoms  nor  double  sides,  to  operate  to the age of 25  years of age or the
anniversary date of the tanker's delivery in 2015, whichever occurs earlier.

Although the flag States are permitted to grant  extensions in both of the above
cases provided CAS is  satisfactorily  completed and IMO has been so informed of
the  extension,  coast  States have the right to deny oil tankers that have been
granted such extensions into their ports and offshore terminals.

Oil tankers granted life extension under Exception One may be denied entry after
2015 if they are 25 years of age and older.  Oil  tankers  with  neither  double
bottoms nor double sides which have been granted an  extension  under  Exception
Two may be denied entry after the relevant phase out date.

The IMO has also negotiated international  conventions that impose liability for
oil pollution in international  waters and a signatory's  territorial waters. In
September 1997, the IMO adopted Annex VI to the International Convention for the
Prevention of Pollution from Ships to address air pollution from ships. Annex VI
was ratified in May 2004, and became effective in May 2005. Annex VI sets limits
on sulfur oxide and nitrogen  oxide  emissions  from ship  exhausts and prohibit
deliberate   emissions   of  ozone   depleting   substances,   such  as  halons,
chlorofluorocarbons,  emissions  of  volatile  compounds  from  cargo  tanks and
prohibition  of shipboard  incineration  of specific  substances.  Annex VI also
includes a global cap on the sulfur  content of fuel oil and allows for  special
areas to be  established  with more  stringent  controls  on  sulfur  emissions.
Compliance with these  regulations  could require the  installation of expensive
emission  control  systems  and could  have an adverse  financial  impact on the
operation of our Vessel.

The  operation of our Vessel is also affected by the  requirements  set forth in
the  IMO's  Management  Code  for the Safe  Operation  of  Ships  and  Pollution
Prevention,  or ISM  Code.  The ISM  Code  requires  ship  owners  and  bareboat
charterers to maintain an extensive "Safety Management System" that includes the
adoption  of  a  safety  and  environmental   protection  policy  setting  forth
instructions  and procedures  for safe  operation and describing  procedures for
emergencies.  The failure of a ship owner or a bareboat charterer to comply with
the ISM  Code may  subject  such  party to  increased  liability,  may  decrease
available insurance coverage for the affected vessels and may result in a denial
of access to, or detention in certain  ports.

United  States  Oil  Pollution  Act of  1990  and  Comprehensive  Environmental
Response, Compensation and Liability Act

The United States regulates the tanker industry with an extensive regulatory and
liability  regime  for  environmental  protection  and  cleanup  of oil  spills,
consisting primarily of the United States Oil Pollution Act of 1990, or OPA, and
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980, or CERCLA.  OPA affects all owners and operators  whose vessels trade with
the United States or its territories or possessions, or whose vessels operate in
the waters of the United  States.,  which include the United States  territorial
sea and the 200 nautical mile exclusive  economic zone around the United States.
CERCLA applies to the discharge of hazardous substances (other than oil) whether
on land or at sea. Both OPA and CERCLA impact our operations.

Under OPA,  vessel owners,  operators and bareboat  charterers are  "responsible
parties"  who are  jointly,  severally  and  strictly  liable  (unless the spill
results  solely from the act or omission of a third  party,  an act of God or an
act of war) for all  containment  and clean-up  costs and other damages  arising
from oil spills from their vessels.  These other damages are defined  broadly to
include:

o    natural resources damages and related assessment costs;
o    real and personal property damages;
o    net loss of taxes, rents, royalties, rents, fees and other lost revenues;
o    net  cost of  public  services  necessitated  by a spill  response  such as
     protection from fire, safety or health hazards; and
o    loss of subsistence use of natural resources.

OPA limits the  liability  of  responsible  parties to the greater of $1,200 per
gross ton or $10 million  per tanker  that is over 3,000 gross tons  (subject to
possible  adjustment for inflation).  The act  specifically  permits  individual
states to impose  their  own  liability  regimes  with  regard to oil  pollution
incidents  occurring  within  their  boundaries,  and some states  have  enacted
legislation providing for unlimited liability for discharge of pollutants within
their waters.  In some cases,  states that have enacted this type of legislation
have  not  yet  issued   implementing   regulations   defining   tanker  owners'
responsibilities under these laws. CERCLA, which applies to owners and operators
of tankers,  contains a similar  liability  regime and  provides for cleanup and
removal of hazardous  substances  and for natural  resource  damages.  Liability
under CERCLA is limited to the greater of $300 per gross ton or $5 million.

These limits of liability do not apply, however, where the incident is caused by
violation of applicable United States federal safety,  construction or operating
regulations,   or  by  the  responsible   party's  gross  negligence  or  wilful
misconduct.  These limits do not apply if the responsible party fails or refuses
to report  the  incident  or to  co-operate  and assist in  connection  with the
substance removal activities.  OPA and CERCLA each preserve the right to recover
damages under existing law, including maritime tort law.

OPA also requires owners and operators of vessels to establish and maintain with
the United States Coast Guard evidence of financial responsibility sufficient to
meet the limit of their  potential  strict  liability  under the act. The United
States  Coast  Guard has enacted  regulations  requiring  evidence of  financial
responsibility  in the amount of $1,500 per gross ton for tankers,  coupling the
OPA  limitation  on liability of $1,200 per gross ton with the CERCLA  liability
limit of $300 per gross ton.  Under these  regulations,  an owner or operator of
more  than  one  tanker  is  required  to  obtain  a  certificate  of  financial
responsibility  for the entire  fleet in an amount  equal only to the  financial
responsibility  requirement  of the tanker  having the greatest  maximum  strict
liability  under OPA and  CERCLA.

Chevron  insures the Vessel with  pollution  liability  insurance in the maximum
commercially  available  amount of $1.0 billion per incident  per  occurance.  A
catastrophic spill could exceed the insurance coverage available, in which event
there could be a material adverse effect on our business.

Under OPA,  oil tankers  without  double  hulls will not be permitted to come to
United States ports or trade in the United States waters by 2015.

OPA also amended the Federal Water  Pollution  Control Act to require  owners or
operators of tankers operating in the waters of the United States to file vessel
response  plans  with the United  States  Coast  Guard,  and their  tankers  are
required to operate in compliance  with their United States Coast Guard approved
plans. These response plans must, among other things:

     o    address a "worst  case"  scenario  and  identify  and ensure,  through
          contract  or other  approved  means,  the  availability  of  necessary
          private response resources to respond to a "worst case discharge";

     o    describe crew training and drills; and

     o    identify a  qualified  individual  with full  authority  to  implement
          removal actions.

In addition,  the United  States Coast Guard has announced it intends to propose
similar regulations  requiring certain vessels to prepare response plans for the
release of hazardous  substances.

OPA does not prevent individual states from imposing their own liability regimes
with respect to oil pollution  incidents  occurring within their boundaries.  In
fact,  most  U.S.   states  that  border  a  navigable   waterway  have  enacted
environmental  pollution  laws that  impose  strict  liability  on a person  for
removal  costs and damages  resulting  from a discharge of oil or a release of a
hazardous substance. These laws may be more stringent than United States federal
law.

European Union Tanker Restrictions

In July 2003,  the  European  Union  adopted  legislation,  which was amended in
October  2003,  that  prohibits  all single hull tankers from  entering into its
ports or offshore  terminals  by 2010 or earlier,  depending  on their age.  The
European  Union has also already  banned all single hull tankers  carrying heavy
grades of oil from  entering  or  leaving  its ports or  offshore  terminals  or
anchoring in areas under its  jurisdiction.  Commencing in 2005,  certain single
hull  tankers  above 15 years of age will also be  restricted  from  entering or
leaving European Union ports or offshore  terminals and anchoring in areas under
European Union jurisdiction.  The European Union is also considering legislation
that would: (1) ban manifestly  sub-standard vessels (defined as those more than
15 years old that have been detained by port authorities at least twice in a six
month  period) from  European  waters and create an obligation of port states to
inspect vessels posing a high risk to maritime safety or the marine environment;
and (2) provide the  European  Union with  greater  authority  and control  over
classification societies, including the ability to seek to suspend or revoke the
authority of negligent societies. The sinking of the m.t. Prestige and resulting
oil  spill in  November  2002  has led to the  adoption  of other  environmental
regulations by certain European Union nations.  It is impossible to predict what
legislation  or  additional  regulations,  if  any,  may be  promulgated  by the
European Union or any other country or authority.

International Conventions on Civil Liability for Oil Pollution Damage

Although the United States is not a party thereto,  many countries have ratified
and  follow  the  liability  scheme  adopted  by  the  IMO  and  set  out in the
International  Convention on Civil Liability for Oil Pollution Damage,  1969, as
amended,   or  the  CLC,  and  the  Convention  for  the   Establishment  of  an
International  Fund  for  Oil  Pollution  of  1971,  as  amended.   Under  these
conventions, a vessel's registered owner is strictly liable for pollution damage
caused  on the  territorial  waters  of a  contracting  state  by  discharge  of
persistent oil, subject to certain complete defenses. Many of the countries that
have  ratified  the CLC have  increased  the  liability  limits  through  a 1992
Protocol to the CLC. The liability  limits in the  countries  that have ratified
this Protocol are currently approximately $4.0 million plus approximately $566.0
per gross registered tonne above 5,000 gross tonnes with an approximate  maximum
of $80.5  million  per vessel,  with the exact  amount tied to a unit of account
which varies  according to a basket of currencies.  The right to limit liability
is forfeited under the CLC where the spill is caused by the owner's actual fault
or  privity  and,  under  the 1992  Protocol,  where  the spill is caused by the
owner's  intentional or reckless conduct.  Vessels trading to contracting states
must provide evidence of insurance  covering the limited liability of the owner.
In jurisdictions where the CLC has not been adopted, various legislative schemes
or common law govern,  and liability is imposed  either on the basis of fault or
in a manner similar to the CLC.

Vessel Security Regulations

Since the terrorist  attacks of September 11, 2001, there have been a variety of
initiatives  intended to enhance  vessel  security.  On November 25,  2002,  the
Maritime  Transportation  Security Act of 2002  ("MTSA")  came into  effect.  To
implement  certain  portions of the MTSA, in July 2003,  the United States Coast
Guard  issued  regulations  requiring  the  implementation  of certain  security
requirements  aboard vessels  operating in waters subject to the jurisdiction of
the United States.  Similarly, in December 2002, amendments to the International
Convention for the Safety of Life at Sea ("SOLAS")  created a new chapter of the
convention  dealing  specifically with maritime  security.  The new chapter came
into effect in July 2004 and imposes various  detailed  security  obligations on
vessels and port  authorities,  most of which are contained in the newly created
International Ship and Port Facilities Security Code ("ISPS"). Among the various
requirements are:

     o    on-board  installation of automatic  information  systems,  or AIS, to
          enhance vessel-to-vessel and vessel-to-shore communications;

     o    on-board installation of ship security alert systems;

     o    the development of vessel security plans; and

     o    compliance with flag state security certification requirements.

The United States Coast Guard regulations,  intended to align with international
maritime security standards,  exempt non-U.S.  vessels from MTSA vessel security
measures provided such vessels have on board a valid International Ship Security
Certificate  that  attests  to  the  vessel's  compliance  with  SOLAS  security
requirements and the ISPS Code.

Our Vessel has a double hull and  complies  with the various  security  measures
addressed by the MTSA, SOLAS and the ISPS Code.

Organisational Structure

As described  above,  and also in Item 7. Major  Shareholders  and Related Party
Transactions,  the Company is a wholly owned  subsidiary of  California  Tankers
Investments Limited, a company organized under the laws of the Bahamas, which is
a wholly-owned  subsidiary of ITC. Frontline  ultimately controls the Company as
described in more detail in Item 4.

Property, Plants and Equipment

The Company does not have any property other than the Vessel described above.

Item 5.  Operating and Financial Review and Prospects

Operating results

Year ended December 31, 2004 compared with the year ended December 31, 2003

Total Revenues
Finance lease  interest  income for the year ended December 31, 2004 amounted to
$3,269,000  compared  with  $3,577,000  for the year ended  December  31,  2003.
Interest  income  has  fallen  in line  with  expectations.  As the value of the
finance  lease falls on an annual  basis,  so does the interest  received on the
finance lease.

Expenses
Interest  payable on the Term and Serial Loans  amounted to  $3,206,000  for the
year ended  December 31,  2004.  The  amortization  of discount on loans for the
period amounted to $76,000.  The Company amortises the discount over the life of
the Term and Serial Loans. The corresponding  figures for the period to December
31, 2003 were $3,538,000 and $76,000, respectively.  Interest payable has fallen
in line with  expectations,  with interest payable falling in line with the loan
outstanding in the year.

Year ended December 31, 2003 compared with the year ended December 31, 2002

Total Revenues
Finance lease  interest  income for the year ended December 31, 2003 amounted to
$3,577,000  compared  with  $3,997,000  for the year ended  December  31,  2002.
Interest income fell in line with the value of the finance lease.

Expenses
Interest  payable on the Term and Serial Loans  amounted to  $3,538,000  for the
year ended  December 31,  2003.  The  amortization  of discount on loans for the
period amounted to $76,000.  The Company amortises the discount over the life of
the Term and Serial Loans. The corresponding  figures for the period to December
31, 2002 were $3,921,000 and $76,000, respectively.  Interest payable has fallen
in line with  expectations,  with interest payable falling in line with the loan
outstanding in the year.

Liquidity and Capital Resources

As set forth above,  revenues from the Charter are  currently  sufficient to pay
the Company's  obligations under the Term and Serial Loans. Chevron may elect to
terminate the Charter on specified  termination dates commencing in 2003. If the
Charter is terminated by Chevron, the Manager,  acting on behalf of the Company,
will attempt to find an  acceptable  replacement  charter for the Vessel.  If an
acceptable  replacement  charter is commercially  unavailable,  the Manager will
solicit bids for the sale or recharter of the Vessel.  The Manager's  ability to
obtain an acceptable  replacement  charter,  to sell the Vessel or recharter the
Vessel will depend on market rates for new and used vessels,  both of which will
depend on the supply of and demand for tanker  capacity for oil  transportation,
and the advantages or  disadvantages  of the Vessel  compared with other vessels
available at the time.

Off-balance Sheet Arrangements
The Company has no off-balance  sheet  arrangements that have, or are reasonably
likely to have, a material current effect or that are reasonably  likely to have
a material  future  effect on our  financial  condition,  revenues or  expenses,
liquidity, capital expenditures or capital reserves.

Tabular disclosure of contractual obligations

As at December 31, 2004, the Company had the following  contractual  obligations
and commitments:

                                           Payments due by period
                       Less than                           More than
(in $'000)                1 year   1-3 years   3-5 years     5 years       Total
Term Loans  (8.52%)        3,355       6,710       6,710      20,132      36,907

Total contractual          3,355       6,710       6,710      20,132      36,907
obligations

Critical Accounting Policies

The  Company's  principal  accounting  policies  are  described in Note 2 to the
financial  statements,  which is included in Item 18 of this Form 20-F. The most
critical accounting policies include:

     o    Accounting for finance leases as lessor

As the lease has been classified as a finance lease,  the minimum lease payments
(net of amounts representing estimated executory costs including profit thereon)
plus the unguaranteed residual value are recorded as the gross investment in the
lease.  The difference  between the gross investment in the lease and the sum of
the present values of the two components of the gross  investment is recorded as
unearned  income  which is  amortized  to income  over the lease term as finance
lease interest  income to produce a constant  periodic rate of return on the net
investment in the lease.

Trend Information

It is expected that as the Vessel ages, the charter  income will be reduced.  In
line with this  effect,  the  interest  payable  on the  Serial  and Term  Loans
financing the ship will also be reduced as the principal is repaid.  Thus, there
is a  consistent  reduction in income,  expenses and net assets  employed by the
Company.  However,  cash flows  should be  adequate  to  service  the debt load.
Clearly,  there will always be some  uncertainty  within the business because of
the nature of the tanker business.  However over the past few years, the charter
rates have been at a level such that the  Company  has been able to service  its
debt. The structure of debt and charterhire agreements,  including provision for
early termination, provides the Company with a clear future.

Recently Issued Accounting Standards

There were no recently issued accounting  standards that would have an impact on
the Company's results.

Item 6.  Directors, Senior Management and Employees

Directors and Executive Officers of CalPetro Tankers (Bahamas I) Limited

                                    Age   Position

Tor Olav Troim                      42    Director and President
Kate Blankenship                    40    Director and Secretary

Tor Olav Troim has been a Director of CalPetro Tankers (Bahamas I) Limited since
1998. He has been  Vice-President  and a director of Frontline since November 3,
1997. He previously  served as Deputy  Chairman of Frontline  from July 4, 1997.
Mr. Troim also serves as a director of Ship  Finance  International  Limited,  a
subsidiary  of  Frontline   and  since  May  2000,   has  been  a  director  and
Vice-Chairman  of  Knightsbridge  Tankers  Limited  ("Knightsbridge").  He  is a
director of Aktiv  Inkasso ASA and Northern Oil ASA, both  Norwegian  Oslo Stock
Exchange  listed  companies and Golden Ocean Group  Limited,  a Bermuda  company
listed on the Oslo Stock  Exchange.  Prior to his service with  Frontline,  from
January 1992,  Mr. Troim has served as a director of Golar LNG Limited since May
2001.  From January 1992, Mr. Troim served as Managing  Director and a member of
the Board of Directors of DNO AS, a Norwegian oil company.

Kate  Blankenship:  Mrs.  Blankenship  has been a director of  CalPetro  Tankers
(Bahamas I) Limited since 1998.  She has been  employed by Frontline  since 1994
and is currently the Chief Accounting Officer and Secretary and a Director. Mrs.
Blankenship is a member of the Institute of Chartered Accountants in England and
Wales.  Mrs.  Blankenship  has been Chief  Financial  Officer  of  Knightsbridge
Tankers Ltd, a Bermuda company listed on the NASDAQ National Market, since April
2000 and Secretary of  Knightsbridge  since December 2000.  Mrs.  Blankenship is
Director and Secretary of Ship Finance  International  Limited since October 15,
2003. Mrs.  Blankenship has served as a director of Golar LNG Limited, a Bermuda
company  listed on the NASDAQ  National  Market and Oslo Stock  Exchange,  since
July, 2003.

Compensation

During the year ended December 31, 2004, the Company paid no compensation to its
directors and officers.

Board Practices

The directors have no fixed date of expiry of their term of office.  The details
of their  service are shown above.  The  directors  have no  entitlement  to any
benefits on termination of their office.

The Company has neither an audit nor a remuneration committee.

Employees

The  Company  does not have any  employees  involved  in the  management  of the
vessel.  Frontline  manages the Company as described in Item 7.  "Related  Party
Transactions."

Share Ownership

The directors have no interest in the share capital of the Company,  nor do they
have any arrangements for involvement in the Company's capital.

Item 7.  Major Shareholders and Related Party Transactions

Major Shareholders

The Company is a wholly  owned  subsidiary  of  California  Tankers  Investments
Limited,  a  company  organized  under  the  laws  of the  Bahamas,  which  is a
wholly-owned  subsidiary of ITC.  Frontline  ultimately  controls the Company as
described  in more  detail in Item 4. All the issued and  outstanding  shares of
capital stock of the Company are beneficially owned by ITC and have been pledged
to JP Morgan,  formerly the Chase  Manhattan  Trust Company of  California  (the
"Collateral  Trustee")  as part of the  collateral  for the Notes.  ITC has full
voting control over the Company subject to the rights of the Collateral Trustee.

Significant  changes in ownership have been disclosed in Item 4 and there are no
known arrangements that may lead to a change in control of the Company.

Related Party Transactions

As discussed in Item 4,  Frontline,  the ultimate  parent,  manages the Company.
Pursuant to a management  agreement,  Frontline is the Manager and the Technical
Advisor.  Under the management agreement,  Frontline is entitled to a Management
Fee and a Technical Advisor's Fee.

Under the terms of the  management  agreement,  the Management Fee consists of a
fee of $13,625  initially per annum for each Vessel,  along with a fee of $3,000
covering all four Vessels, payable semi-annually in arrears for the period until
the third anniversary of the closing of the Notes issue then increasing by 4% on
each subsequent anniversary of the closing of the issue of the Notes.

The Technical  Advisor's  Fee was  initially  $10,000 per annum for each Vessel,
payable semi-annually in arrears,  during the initial first three year period as
described  above. On each subsequent  anniversary of the closing of the issue of
the Notes,  the fee will increase by 4%. In addition,  the Technical  Advisor is
entitled  to be  reimbursed  for the fees,  costs  and  expenses  of  conducting
periodic inspections of the Vessels.

Pursuant to a Designated Representative  Agreement,  CalPetro Holdings Limited (
the "Designated Representative") was appointed to represent California Petroleum
as its  Designated  Representative  to act on its behalf with respect to certain
administrative  matters  such as the filing of periodic  reports  and  financial
statements with the Securities and Exchange  Commission.  The fee payable to the
Designated  Representative  ( the  "Designated  Representative  Fee") during the
initial  three  year  period  described  above was  $15,000  per annum with a 4%
increase  on each  subsequent  anniversary  of the  closing  of the issue of the
Notes.

In 2004,  a total of  $36,654  was paid  under  the  Management  and  Designated
Representative Agreements.

Item 8.  Financial Information

Consolidated Statements and Other Financial Information

See Item 18 below.

Legal Proceedings

We are not a party to any material pending legal proceedings.  In the future, we
may be  subject  to legal  proceedings  and  claims  in the  ordinary  course of
business.  Those claims,  even if lacking merit, could result in the expenditure
by us.

Item 9.  The Offer and Listing

Not applicable.

Item 10.  Additional Information

Memorandum and Articles of Association

The Company is No. 23065B in the Bahamian register.

Directors may be interested in Company  transactions but such interest should be
disclosed to the other  directors or Company  members  prior to agreement by the
board or Company meeting as appropriate.  The director concerned may not vote on
the transaction. The directors may borrow on behalf of the Company as they think
fit.  There are no stated age limits for  directors  and  directors  need not be
stockholders. They do not retire by rotation.

All shares issued are unclassified,  there is no authorisation in force to issue
other classes of share. Consequently all shares have equal entitlement to voting
rights,  dividends,  profit  shares  and other  rights  and  duties.  Should any
dividend be declared and not claimed the directors  may, after a period of three
years,  resolve that such  dividends are forfeit for the benefit of the Company.
There are no provisions for changes to the rights of  stockholders  contained in
the articles,  except that by resolution of the directors the authorised capital
may be increased  and that the Company may divide or combine  shares  within the
same class.

Company  meetings may be convened by the directors or held on request of members
holding 50% of the voting shares. Annual meetings are held according to Bahamian
law.  Members,   their  properly   appointed  proxies  and  corporate   members'
representatives are entitled to attend.

There are no limits to  ownership  of Company  securities  or to the exercise of
voting rights.  Disclosure of ownership is governed by Bahamian law and any laws
operative in the jurisdictions  pertaining to the owners of the securities.  The
directors of the Company  may,  without  giving a reason,  decline to register a
transfer of shares.

Material Contracts

The Company has no material  contracts apart from those pertaining to its normal
business.

Exchange Controls

The Company was registered under the International  Business Companies Act, 1989
of the  Commonwealth  of the Bahamas (the "IBC Act") in May 1994. As a result of
such  registration  the Company is exempt from the  provisions  of the  Exchange
Control Regulations Act of the Bahamas.  Interests in the Registered  Securities
may be freely transferred among non-residents of The Bahamas under Bahamian Law.

There are no restrictions  upon the payment of foreign  (non-Bahamian)  currency
dividends, interest or other payments in respect of the Registered Securities.

The Company is not permitted to deal in the currency of the Bahamas except in an
external  Bahamian dollar account which can be funded only with foreign currency
funds or funds the Company has permission to convert.

None of the Company's Articles of Association,  Memorandum of Association or any
other document,  nor any Bahamian law nor, to the knowledge of the Company,  any
foreign law, imposes limitations on the right of non-residents or foreign owners
to hold the Company's shares of common stock.

Taxation

No  Bahamian  income or  withholding  taxes are  imposed  on the  payment by the
Company of any  principal  or  interest  to any holder of Notes who is either an
individual  citizen or resident of the United  States or an entity  formed under
the laws of the United States. There is no income tax treaty currently in effect
between the United States and Bahamas.

Documents on Display

The  Company is  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. These
materials,  including  this annual report and the  accompanying  exhibits may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission  at 100 F Street,  NE, Room 1580,  Washington,  D.C.  20549.  You may
obtain  information  on the operation of the public  reference room by calling 1
800  SEC-0330,  and you may obtain  copies at  prescribed  rates from the Public
Reference Section of the Commission at its principal office in Washington,  D.C.
20549. 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 the office of the Manager at Par-la-Ville
Place 4th Floor, 14 Par-la-Ville Road, Hamilton.

Item 11.  Quantitative and Qualitative Disclosures about Market Risk

Quantitative information about market risk
Quantitative  information  about market risk instruments at December 31, 2004 is
as follows:

The Term Loans bear  interest at a rate of 8.52% per annum.  Interest is payable
on April 1 and October 1 of each year.  Principal is repayable on the Term Loans
in accordance with a remaining eleven-year sinking fund schedule.

The table below provides the revised scheduled  sinking fund redemption  amounts
and final principal payment of the Allocated  Principal Amount of the Term Loans
following  termination  of the related  Initial  Charter on each of the optional
termination dates. The Company did not receive any notification from the Initial
Charter of their intention to terminate the Charter on April 1, 2005;  therefore
the Charter remains in place with the next Optional Termination Date being April
1, 2007.


Scheduled         Charter not     Charter          Charter          Charter
payment date      terminated   terminated 2005  terminated 2007  terminated 2009
                     $'000        $'000              $'000           $'000

 April 1, 2005       3,355        3,355              3,355           3,355
 April 1, 2006       3,355        1,790              3,355           3,355
 April 1, 2007       3,355        1,940              3,355           3,355
 April 1, 2008       3,355        2,110              1,830           3,355
 April 1, 2009       3,355        2,290              1,990           3,355
 April 1, 2010       3,355        2,480              2,160           1,770
 April 1, 2011       3,355        2,690              2,340           1,920
 April 1, 2012       3,355        2,920              2,540           2,080
 April 1, 2013       3,355        3,170              2,760           2,260
 April 1, 2014       3,355        3,440              2,990           2,450
 April 1, 2015       3,357        0,722             10,232           9,652
_______________________________________________________________________________
                    36,907       36,907             36,907          36,907
 ===============================================================================

Qualitative information about market risk

The  Company was  organised  solely for the  purpose of the  acquisition  of one
Vessel and subsequently  entered into a long-term  agreement between the Company
and Chevron Transport Corporation.

Item 12.  Description of Securities Other than Equity Securities

Not applicable.

                                     PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.  Material  Modifications  to the Rights of Security  Holders and Use of
Proceeds

None.

Item 15.  Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

The  Company's  management,  with the  participation  of the  Company's  manager
Frontline  Ltd, has evaluated  the  effectiveness  of the  Company's  disclosure
controls and procedures as of December 31, 2004. Based on that  evaluation,  the
Company's President and Principal Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of December 31, 2004.

(b)  Changes in internal controls

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

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one beneficial holder,  California Tankers Investments Limited. The Company's
obligations toward its bondholders are set out in detail in covenants  contained
in the Indenture for their Notes.  Accordingly  the Company's Board of Directors
has  determined  that  the  role  played  by an audit  committee  would  have no
applicability to the Company.

Item 16B. Code of Ethics

The Company's equity is neither listed nor publicly  traded.  The equity is held
by one beneficial holder,  California Tankers Investments Limited. The Company's
obligations toward its bondholders are set out in detail in covenants  contained
in the Indenture for their Notes.  Accordingly  the Company's Board of Directors
has  determined  that  the  role  played  by a code  of  ethics  would  have  no
applicability to the Company.

Item 16C. Principal Accountant Fees and Services

a)   Audit Fees

     Our principal  accountant for 2004 was Grant Thornton and Ernst & Young for
     2003.  The  following  table  sets  forth the  aggregate  fees  billed  for
     professional  services  rendered and services  provided in connection  with
     statutory and  regulatory  filings or  engagements  for the two most recent
     fiscal years.

   Fiscal year ended December 31, 2004    $18,000
   Fiscal year ended December 31, 2003    $3,375

b)   Audit Related Fees

     For the fiscal  years ended  December  31, 2004 and 2003 there have been no
     assurance and related services  rendered by Grant Thornton in 2004 or Ernst
     & Young in 2003  related to the  performance  of the audit or review of the
     Company's financial statements.

c)   Tax Fees

     For the fiscal  years ended  December  31, 2004 and 2003 there have been no
     tax related services rendered by Grant Thornton in 2004 or Ernst & Young in
     2003 related to tax compliance  (i.e.,  preparation of original and amended
     tax returns),  tax advice (i.e.,  assistance  with tax audits and appeals),
     and tax planning.

d)   All Other Fees

     For the fiscal  years ended  December  31, 2004 and 2003 there have been no
     aggregate fees billed for professional  services rendered by Grant Thornton
     in 2004 or Ernst & Young in 2003 for services other than Audit Fees, as set
     forth above.

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

Item 16D. Exemptions from the Listing Rules for Audit Committees

Not Applicable

Item  16E.  Purchases  of  Equity  Securities  by  the  Issuer  and  Affiliated
Purchasers

Not Applicable

                                    PART III

Item 17.    Financial Statements

Not applicable.

Item 18.    Financial Statements

The following financial  statements and notes,  together with the reports of the
Grant Thornton Independent  Registered Public Accounting Firm and Ernst & Young,
Independent  Registered Public Accounting Firm, are filed as part of this annual
report

Page

   Report of Independent Registered Public Accounting Firm           F-1

   Report of Independent Registered Public Accounting Firm           F-2

   Statements of Operations and Retained Earnings for the
   Years Ended December 31, 2004, 2003 and 2002                      F-3

   Balance Sheets as of December 31, 2004 and 2003                   F-4

   Statements of Cash Flows for the Years Ended                      F-5
   December 31, 2004, 2003 and 2002

   Notes to the Financial Statements                                 F-6

Item 19.  Exhibits
1.1*  Certificate  of  Incorporation  and  Memorandum of Association of CalPetro
Tankers  (Bahamas I) Limited,  incorporated  by  reference to Exhibit 3.3 in the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

1.2*  Articles  of  Association  of  CalPetro   Tankers   (Bahamas  I)  Limited,
incorporated  by  reference  to Exhibit  3.4 in the  Registration  Statement  of
CalPetro  Tankers  (Bahamas I) Limited,  CalPetro  Tankers (Bahamas II) Limited,
CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.1* Form of Term Indenture between California  Petroleum Transport  Corporation
and Chemical Trust Company of California, as Indenture Trustee,  incorporated by
reference  to Exhibit 4.1 in the  Registration  Statement  of  CalPetro  Tankers
(Bahamas I) Limited,  CalPetro  Tankers  (Bahamas II) Limited,  CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994
on Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.2* Form of Term Mortgage  Notes,  incorporated  by reference to Exhibit 4.2 in
the Registration  Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro
Tankers  (Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
Registration No. 33-79220.

2.3* 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),  incorporated  by  reference  to
Exhibit  4.4 in the  Registration  Statement  of  CalPetro  Tankers  (Bahamas I)
Limited,  CalPetro Tankers (Bahamas II) Limited,  CalPetro Tankers (Bahamas III)
Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

2.4* 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),   incorporated  by
reference  to Exhibit 4.7 in the  Registration  Statement  of  CalPetro  Tankers
(Bahamas I) Limited,  CalPetro  Tankers  (Bahamas II) Limited,  CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994
on Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.5* 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,   incorporated  by  reference  to  Exhibit  4.8  in  the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

2.6* 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),  incorporated by reference to
Exhibit  4.9 in the  Registration  Statement  of  CalPetro  Tankers  (Bahamas I)
Limited,  CalPetro Tankers (Bahamas II) Limited,  CalPetro Tankers (Bahamas III)
Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

2.7* Form of Management  Agreement  between P.D. Gram & Co., A.S., and [CalPetro
Tankers (Bahamas I) Limited]  [CalPetro Tankers (Bahamas II) Limited]  [CalPetro
Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited], incorporated by
reference to Exhibit  4.10 in the  Registration  Statement  of CalPetro  Tankers
(Bahamas I) Limited,  CalPetro  Tankers  (Bahamas II) Limited,  CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994
on Forms S-3, S-1 and F-1, Registration No. 33-79220.

2.8* 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],  incorporated by reference to
Exhibit  4.11 in the  Registration  Statement  of CalPetro  Tankers  (Bahamas I)
Limited,  CalPetro Tankers (Bahamas II) Limited,  CalPetro Tankers (Bahamas III)
Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.

2.9*  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  Tankers
(Bahamas  III)  Limited],  incorporated  by  reference  to  Exhibit  4.12 in the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

2.10*  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  Tankers
(Bahamas  III)  Limited],  incorporated  by  reference  to  Exhibit  4.13 in the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

2.11*  Form of  Collateral  Agreement  between  California  Petroleum  Transport
Corporation  [CalPetro  Tankers (Bahamas I) Limited]  [CalPetro Tankers (Bahamas
II) Limited]  [CalPetro  Tankers (IOM) Limited]  [CalPetro Tankers (Bahamas III)
Limited],  the  Indenture  Trustee  under the Serial  Indenture,  the  Indenture
Trustee under the Term Indenture and Chemical  Trust Company of  California,  as
Collateral   Trustee,   incorporated   by  reference  to  Exhibit  4.14  in  the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

2.12* 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,  incorporated  by  reference  to Exhibit  4.15 in the  Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
Limited,  CalPetro  Tankers  (Bahamas III) Limited,  and CalPetro  Tankers (IOM)
Limited  filed  November  9, 1994 on Forms S-3,  S-1 and F-1,  Registration  No.
33-79220.

4.1* Form of Initial Charter Guarantee by Chevron  Corporation,  incorporated by
reference to Exhibit  10.1 in the  Registration  Statement  of CalPetro  Tankers
(Bahamas I) Limited,  CalPetro  Tankers  (Bahamas II) Limited,  CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994
on Forms S-3, S-1 and F-1, Registration No. 33-79220.

4.2* Form of Bareboat  Initial 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,  incorporated  by  reference  to Exhibit  10.2 in the  Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
Limited,  CalPetro  Tankers  (Bahamas III) Limited,  and CalPetro  Tankers (IOM)
Limited  filed  November  9, 1994 on Forms S-3,  S-1 and F-1,  Registration  No.
33-79220.

4.3* 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), incorporated by reference to Exhibit 10.3 in
the Registration  Statement of CalPetro  Tankers  (Bahamas I) Limited,  CalPetro
Tankers  (Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
Registration No. 33-79220.

10.1* Powers of Attorney for directors and certain  officers of CalPetro Tankers
(Bahamas  I)  Limited,   incorporated  by  reference  to  Exhibit  24.1  in  the
Registration Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited,  CalPetro  Tankers  (Bahamas  III)  Limited,  and CalPetro
Tankers  (IOM)  Limited  filed  November  9,  1994 on  Forms  S-3,  S-1 and F-1,
Registration No. 33-79220.

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

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

13    Certification  pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated by reference to the filing indicated.

<PAGE>

             Report of Independent Registered Public Accounting Firm

To the Board of  Directors
Calpetro  Tankers  (Bahamas  I) Limited

We have audited the accompanying  balance sheets of Calpetro Tankers (Bahamas I)
Limited (the  "Company")  as of December 31, 2004 and the related  statements of
operations and retained  earnings and cash flows for the year then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the  Company's  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, and
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Calpetro Tankers (Bahamas I)
Limited at December  31, 2004 and the results of its  operations  and cash flows
for the year then  ended in  conformity  with  accounting  principles  generally
accepted in the United States of America.

/s/ Grant Thornton LLP


New York, New York
February 16, 2005
<PAGE>

Report of Independent Registered Public Accounting Firm

To the Board of Directors
Calpetro Tankers (Bahamas I) Limited

We have audited the  accompanying  balance sheet of Calpetro Tankers (Bahamas I)
Limited as of December 31, 2003,  and the related  statements of operations  and
retained earnings,  and cash flows for each of the two years in the period ended
December 31, 2003.  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  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.  We were not engaged to perform an
audit of the Company's  internal  control over financial  reporting.  Our audits
included  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, and
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 Calpetro Tankers (Bahamas I)
Limited at December 31,  2003,  and the results of its  operations  and its cash
flows  for each of the two years in the  period  ended  December  31,  2003,  in
conformity with US generally accepted accounting principles.



Ernst & Young
Chartered Accountants



Douglas, Isle of Man
June 8, 2004

<PAGE>

CalPetro  Tankers  (Bahamas I) Limited  Statements  of  Operations  and Retained
Earnings For the years ended December 31, 2004, 2003 and 2002

(in thousands of US$)

                                                    2004       2003       2002
Revenues
     Finance lease interest income                 3,269      3,577      3,997
     Total operating revenues                      3,269      3,577      3,997
Expenses
     General and administrative expenses            (72)       (78)       (58)
     Amortization of loan discount                  (76)       (76)       (76)
     Interest expense                            (3,206)    (3,538)    (3,921)
     Total operating expenses                    (3,354)    (3,692)    (4,055)
Net operating loss                                  (85)      (115)       (58)
     Interest income                                  54         54         96
Net (loss) / income                                 (31)       (61)         38
===============================================================================

Retained  earnings  at the start of the year       1,562      1,623      1,585
-------------------------------------------------------------------------------
Retained  earnings at the end of the year          1,531      1,562      1,623
===============================================================================

See accompanying Notes to the Financial Statements

<PAGE>


CalPetro Tankers (Bahamas I) Limited
Balance Sheets as of December 31, 2004 and 2003
(in thousands of US$)

                                                 Note          2004       2003
Assets
     Current assets:
     Cash and cash equivalents                                 2,127      2,072
     Current  portion of net investment
     in finance lease                             4            3,440      3,437
     Interest receivable                                         762        835
     Other current assets                                         21         33
-------------------------------------------------------------------------------
     Total current assets                                      6,350      6,377
     Net  investment in finance  lease,
     less current portion                         4           32,640     36,004
     Deferred Charges                             5              264        340
-------------------------------------------------------------------------------
     Total assets                                             39,254     42,721
===============================================================================

Liabilities and stockholder's equity
     Current liabilities:
     Accrued interest                                            786        867
     Current portion of term loans                6            3,355      3,355
     Other current liabilities                                    30         30
-------------------------------------------------------------------------------
     Total current liabilities                                 4,171      4,252
     Long-term loans                              6           33,552     36,907
-------------------------------------------------------------------------------
     Total liabilities                                        37,723     41,159
-------------------------------------------------------------------------------
     Stockholder's equity:
     Unclassified  stock: 100 shares of
     $1 par value                                 7                -          -
     Retained earnings                                         1,531      1,562
-------------------------------------------------------------------------------
     Total stockholder's equity                                1,531      1,562
-------------------------------------------------------------------------------
     Total liabilities and                                    39,254     42,721
     stockholder's equity
===============================================================================

See accompanying Notes to the Financial Statements

<PAGE>

CalPetro Tankers (Bahamas I) Limited
Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002
(in thousands of US$)

                                                    2004       2003       2002

Cash flows from operating activities:
     Net (loss) / income                            (31)       (61)         38
     Adjustments   to   reconcile   net
     income  to net  cash  provided  by
     operating activities:
         Amortization  of  discount  on
     loans                                            76         76         76
         Changes in assets and
     liabilities:
           Decrease     in     interest
     receivable                                       73         90        109
           Decrease  /  (Increase)   in
         other current assets                         12         36       (23)
           Decrease in accrued
     interest payable                               (81)       (89)       (97)
         Increase in other current
         liabilities                                   -         22          1
-------------------------------------------------------------------------------
     Net cash provided / (used) by                    49         74        104
     operating activities
-------------------------------------------------------------------------------

Cash flows from investing activities:
     Finance lease payments received               3,361      4,276      5,133
-------------------------------------------------------------------------------
     Net  cash  provided  by  investing            3,361      4,276      5,133
     activities
-------------------------------------------------------------------------------

Cash flows from financing activities:
     Repayments of Serial Loan                   (3,355)    (5,210)    (5,210)
-------------------------------------------------------------------------------
     Net   cash   used   in   financing          (3,355)    (5,210)    (5,210)
     activities
-------------------------------------------------------------------------------
Net increase /  (decrease)  in cash and               55      (860)         27
cash equivalents
Cash and cash  equivalents  at start of
the year                                           2,072      2,932      2,905
-------------------------------------------------------------------------------
Cash  and  cash  equivalents  at end of            2,127      2,072      2,932
the year
===============================================================================

Supplemental disclosure of cash flow information:

Interest paid                                      3,287       3,627      4,018
================================================================================

See accompanying Notes to the Financial Statements.

<PAGE>


CalPetro Tankers (Bahamas I) Limited
Notes to the Financial Statements

1.   General and Basis of Preparation

The  Company  was  incorporated  in the  Bahamas on May 13,  1994 with two other
entities:  CalPetro  Tankers  (Bahamas II) Limited and CalPetro Tankers (Bahamas
III) Limited.  In addition,  CalPetro  Tankers (IOM) Limited was incorporated in
the Isle of Man. Each of these  entities (the  "Owners") has been organized as a
special  purpose  company for the purpose of  acquiring  one of four oil tankers
(each a "Vessel",  together the "Vessels")  from Chevron  Transport  Corporation
(the "Chevron") and for which long-term charter agreements have been signed with
Chevron.  California Petroleum Transport Corporation,  acting as agent on behalf
of the Owners,  issued as full  recourse  obligations  Term  Mortgage  Notes and
Serial Mortgage Notes (the Serial and Term Notes),  and subsequently  loaned the
proceeds to the Owners to fund the  acquisition  of the Vessels from Chevron (as
the Serial and Term Loans).

The Owners  only  source of funds  with  respect to the Serial and Term Loans is
payments from Chevron,  including Termination  Payments.  The Owners do not have
any other source of funds for payment of the Serial and Term Loans.

The  financial  statements  have been  prepared in  accordance  with  accounting
principles  generally  accepted in the United States of America (GAAP).  Certain
comparative  figures have been  reclassified  to conform  with the  presentation
adopted in the current period.

2.   Principal Accounting Policies

A summary of the Company's accounting policies is set out below.

     (a)  Financing  lease  and  revenue   recognition  The  long-term   charter
          agreement  between the Company and Chevron  subsequently  transfers to
          Chevron all the risks and rewards  associated  with  ownership,  other
          than legal title, and contain bargain purchase options. As such, it is
          classified as a direct financing lease in accordance with Statement of
          Financial Accounting Standards No. 13.

          Accordingly,  the minimum  payments  under the charter  agreement  are
          recorded as the gross  investment in the finance lease. The difference
          between the gross  investment in the finance lease and the cost of the
          Vessel is recorded as unearned  income  which is  amortized  to income
          over the life of the charter  agreement to produce a constant periodic
          rate of return on the net investment in the finance lease.

     (b)  Interest payable recognition

          Interest  payable  on the  Serial and Term Loans is accrued on a daily
          basis.

     (c)  Discount on loans

          Discount on issue of the long-term  debt,  which  comprises the Serial
          and Term Loans,  is being  amortized  over the  respective  periods to
          maturity of the debt.

     (d)  Income taxes

          The Company is not liable to pay income taxes in the Bahamas.

     (e)  Cash equivalents

          The Company  considers all highly liquid  investments  with a maturity
          date of three months or less when purchased to be cash equivalents.

     (f)  Reporting currency

          The  reporting  currency  is United  States  dollars.  The  functional
          currency is United States dollars.

     (g)  Use of estimates

          The preparation of financial  statements in accordance with accounting
          principles generally accepted in the United States of America 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  these
          estimates.

     (h)  Taxation

          No Bahamian income or withholding  taxes are imposed on the payment by
          the Company of any principal or interest to any holder of Notes who is
          either an  individual  citizen or resident of the United  States or an
          entity formed under the laws of the United States.  There is no income
          tax treaty currently in effect between the United States and Bahamas.

3.   Finance Lease

The  Company  has  chartered  its vessel on a long term  bareboat  charter  (the
"Charter") to Chevron  Transport  Corporation  (the "Chevron")  which has a term
expiring on April 1, 2015  subject to Chevron's  right to terminate  the Initial
Charter on certain  specified dates.  Chevron can elect to terminate the Charter
on any of four termination  dates occurring at two-year  intervals  beginning in
April 1, 2003.  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 the  Company a  termination
payment  (the  "Termination  Payment")  on or prior to the  termination  date as
follows:

      (In millions of $)
     Optional             Termination
     Termination Date         Payment
     April 1, 2003              13.40
     April 1, 2005              12.26
     April 1, 2007              11.12
     April 1, 2009               9.97

Chevron has the option to purchase  the vessel for $1 on April 1, 2015  provided
the Initial Charter is still in place.

The following  schedule  lists the  components of the net  investment in finance
lease:

                                                               2004       2003
                                                              $'000      $'000
 Total minimum lease payments to be received                 53,152     59,854
 Less: Unearned income                                     (17,072)   (20,413)
 ------------------------------------------------------------------------------
 Net investment in finance lease                             36,080     39,441
 ==============================================================================

Lease payments under the charter agreement for each of the five succeeding years
are as follows:  $6,417,000  in 2005,  $6,131,000  in 2006,  $5,845,000 in 2007,
$5,559,000 in 2008 and $5,273,000 in 2009.

4.   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.  The  deferred
charges are comprised of the following amounts:

   (in thousands of $)                                     2004           2003
   Debt arrangement fees                                  1,005          1,005
   Accumulated amortisation                               (741)          (665)
   ----------------------------------------------------------------------------
                                                            264            340
   ============================================================================

5.   Debt

                                                            2004          2003
                                                           $'000         $'000
   8.52% Mortgage Term Loans due 2015                      36,907       40,262
   Less: current portion                                  (3,355)      (3,355)
   ----------------------------------------------------------------------------
                                                           33,552       36,907
   ============================================================================

The outstanding debt as of December 31, 2004 is repayable as follows:

   (in thousands of $)
   Year ending December 31,
   2005                                                                  3,355
   2006                                                                  3,355
   2007                                                                  3,355
   2008                                                                  3,355
   2009                                                                  3,355
   2010 and later                                                        20,132
   ----------------------------------------------------------------------------
   Total debt                                                            36,907
   ============================================================================

The Term Loans bear  interest at a rate of 8.52% per annum.  Interest is payable
semi-annually on April 1 and October 1 each year.  Principal is repayable on the
Term Loans in accordance with a remaining eleven-year sinking fund schedule.

If an Initial  Charter is  terminated,  the  scheduled  mandatory  sinking  fund
payments  on the Term  Loans will be  revised  so that the  allocated  principal
amount  of the  Term  Loans  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 $7m.

The table below provides the revised scheduled  sinking fund redemption  amounts
and final principal payment of the Allocated  Principal Amount of the Term Loans
following  termination  of the related  Initial  Charter on each of the optional
termination dates. The Company did not receive any notification from the Initial
Charter of their intention to terminate the Charter on April 1, 2003;  therefore
the Charter remains in place with the next Optional Termination Date being April
1, 2005.

Scheduled         Charter not     Charter          Charter          Charter
payment date      terminated   terminated 2005  terminated 2007  terminated 2009
                     $'000        $'000              $'000           $'000

April 1, 2005        3,355        3,355              3,355           3,355
April 1, 2006        3,355        1,790              3,355           3,355
April 1, 2007        3,355        1,940              3,355           3,355
April 1, 2008        3,355        2,110              1,830           3,355
April 1, 2009        3,355        2,290              1,990           3,355
April 1, 2010        3,355        2,480              2,160           1,770
April 1, 2011        3,355        2,690              2,340           1,920
April 1, 2012        3,355        2,920              2,540           2,080
April 1, 2013        3,355        3,170              2,760           2,260
April 1, 2014        3,355        3,440              2,990           2,450
April 1, 2015        3,357       10,722             10,232           9,652
-------------------------------------------------------------------------------
                    36,907       36,907             36,907          36,907
===============================================================================

The Term Loans are collateralized by first preference  mortgage on the Vessel to
California Petroleum Transport Corporation.  The earnings and insurance relating
to the Vessel  have been  collaterally  assigned  pursuant to an  Assignment  of
Earnings and Insurance to California Petroleum Transport  Corporation,  which in
turn has assigned such  Assignment  of Earnings and Insurance to the  Collateral
Trustee.  The Initial Charter and Chevron Guarantee  relating to the Vessel have
been  collaterally  assigned  pursuant to the Assignment of Initial  Charter and
Assignment  of Initial  Charter  Guarantee  to  California  Petroleum  Transport
Corporation,  which in turn  has  assigned  such  Assignment  to the  Collateral
Trustee.  The  Capital  Stock of the  Company  has been  pledged  to  California
Petroleum Transport Corporation pursuant to the Stock Pledge Agreement.

6. Share Capital

                                                              2004         2003
   Authorised share capital:
      1,000 shares of $1 each                                1,000        1,000
   =============================================================================

   Issued and outstanding share capital:
      100 shares of $1 each                                    100          100
   =============================================================================

7.   Financial Instruments

Fair values
The  carrying  value  and  estimated  fair  value  of  the  Company's  financial
instruments at December 31, 2004 and 2003 are as follows:





                                      2004      2004       2003     2003
                                      Fair      Carrying   Fair     Carrying
   (in thousands of $)                Value     Value      Value    Value
   Non-Derivatives:
   Cash and cash equivalents           2,127     2,127     2,072    2,072
   8.52% Mortgage Loans due 2015      42,305    36,907    45,022   40,262

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 for fixed rate debt is based on the quoted market price
of these or similar debt when available.

Concentrations of risk
The  Company's  only  source of funds for the  repayment  of the  principal  and
interest on the Loans are from  charterhire  payments from  Chevron,  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 Loans is
wholly  dependent upon the financial  condition,  results of operations and cash
flows from Chevron.

8.   Related Party Transactions

Pursuant to a  management  agreement,  Frontline  is the  Company's  Manager and
Technical Advisor.  Under the management  agreement,  Frontline is entitled to a
Management Fee and a Technical Advisor's Fee.

Under the terms of the  management  agreement,  the Management Fee consists of a
fee of $13,625  initially per annum for each Vessel,  along with a fee of $3,000
covering all four Vessels, payable semi-annually in arrears for the period until
the third anniversary of the closing of the Notes issue then increasing by 4% on
each subsequent anniversary of the closing of the issue of the Notes.

The Technical  Advisor's  Fee was  initially  $10,000 per annum for each Vessel,
payable semi-annually in arrears,  during the initial first three year period as
described  above. On each subsequent  anniversary of the closing of the issue of
the Notes,  the fee will increase by 4%. In addition,  the Technical  Advisor is
entitled  to be  reimbursed  for the fees,  costs  and  expenses  of  conducting
periodic inspections of the Vessels.

Pursuant to a Designated Representative  Agreement,  CalPetro Holdings Limited (
the "Designated Representative") was appointed to represent California Petroleum
as its  Designated  Representative  to act on its behalf with respect to certain
administrative  matters  such as the filing of periodic  reports  and  financial
statements with the Securities and Exchange  Commission.  The fee payable to the
Designated  Representative  ( the  "Designated  Representative  Fee") during the
initial  three  year  period  described  above was  $15,000  per annum with a 4%
increase  on each  subsequent  anniversary  of the  closing  of the issue of the
Notes.

In 2004, 2003 and 2002,  management fees paid were $36,654,  $43,800 and $33,560
respectively.  Management  fees  payable in 2004 and 2003 were $9,253 and $8,897
respectively.

9.   Commitments and Contingencies

The Term and Serial Loans are collateralized by first preference mortgage on the
Vessel to California Petroleum Transport Corporation. The earnings and insurance
relating to the Vessel have been collaterally assigned pursuant to an Assignment
of Earnings and Insurance to California Petroleum Transport  Corporation,  which
in turn has assigned such Assignment of Earnings and Insurance to the Collateral
Trustee.  The Initial Charter and Chevron Guarantee  relating to the Vessel have
been  collaterally  assigned  pursuant to the Assignment of Initial  Charter and
Assignment  of Initial  Charter  Guarantee  to  California  Petroleum  Transport
Corporation,  which in turn  has  assigned  such  Assignment  to the  Collateral
Trustee.  The  Capital  Stock of the  Company  has been  pledged  to  California
Petroleum Transport Corporation pursuant to the Stock Pledge Agreement.

As at December 31, 2004,  Chevron  holds an option to purchase the Vessel for $1
on April 1, 2015 provided the Initial Charter is still in place.

<PAGE>

                                   SIGNATURES

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


                      CalPetro Tankers (Bahamas I) Limited


                              /s/ Kate Blankenship
                             -----------------------
                                Kate Blankenship
                             Director and Secretary


Date: June 30, 2005

02089.0006#582961