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

                                    FORM 10-K

(Mark One)

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


For the fiscal year ended               December 31, 2003
                         -------------------------------------------------------

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

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

Commission file number                     033-79220
                      ----------------------------------------------------------


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


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


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


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


                                                        Name of each exchange
Title of each class                                      on which registered

   None                                                    Not applicable
--------------------                                    ------------------------

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


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

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

          Yes   X                         No
             -------                        -------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.

     [X]

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. None

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


DOCUMENTS INCORPORATED BY REFERENCE:                 None


<PAGE>


                   CALIFORNIA PETROLEUM TRANSPORT CORPORATION

                                    FORM 10-K
TABLE OF CONTENTS
                                                                        Page
PART I
  Item 1.    Business ..................................................... 1

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

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

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

PART II
  Item 5.    Market for Registrant's Common Equity
               and Related Stockholder Matters ............................ 4

  Item 6.    Selected Financial Data ...................................... 4

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

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

  Item 8.    Financial Statements and Supplementary Data .................. 9

  Item 9.    Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure ...................................17

  Item 9(a)  Controls and Procedures.......................................17

PART III
  Item 10.   Directors and Executive Officers of the Registrant ...........17

  Item 11.   Executive Compensation .......................................18

  Item 12.   Security Ownership of Certain Beneficial
               Owners and Management ......................................18

  Item 13.   Certain Relationships and Related Transactions ...............19

  Item 14.   Principal Accountant Fees and Services........................19

PART IV
  Item 15.   Exhibits, Financial Statement Schedules
               and Reports on Form 8-K ....................................21


<PAGE>


                                     PART I

Item 1. Business

The Company

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

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

California Petroleum has no employees.

The Owners

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

The Charters

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

The International Tanker Market

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

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

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

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

The year 2003  started with  extremely  strong  charter  rates which were mainly
driven by factors such as the strike in Venezuela  which resulted in longer haul
imports, a cold winter in the northern hemisphere  resulting in increased demand
for heating oil and increased  consumption in the Far East especially China, all
of which have resulted in spot market rates being significantly stronger than in
2002.  Suezmax rates have  fluctuated over the year ranging from $17,000 per day
to $40,000 per day.

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

Risk Factors

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

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

Item 2. Properties

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

                                                    Delivery       Approximate
Vessel               Construction    Registration   Date           dwt.
------               ------------    ------------   ----           ----

Cygnus Voyager(3)    Double-hull     Bahamas        March 1993     150,000
Altair Voyager(2)    Double-hull     Bahamas        August 1993    130,000
Sirius Voyager(1)    Double-hull     Bahamas(5)     October 1994   150,000
Virgo Voyager(4)     Single-hull     Bahamas(5)     February 1992  150,000

----------
1    ex Chevron Mariner
2    ex Condoleeza Rice
3    ex Samuel Ginn
4    ex William E. Crain
5    previously registered in Marshall Islands

Item 3. Legal Proceedings

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

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

No matter was submitted to a vote of security holders,  through the solicitation
of proxies or  otherwise,  during  the fourth  quarter of the fiscal  year ended
December 31, 2003

                                     PART II

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

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

(b)  As of March 30, 2004,  with respect to the Common Stock,  there was one (1)
     holder of record of the Registrant's Common Stock.

Item 6. Selected Financial Data

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

                             2003         2002        2001      2000      1999
                             ----         ----        ----      ----      ----
                            $'000        $'000       $'000     $'000     $'000
                            -----        -----       -----     -----     -----

Net operating revenues     12,450       13,808      15,210    16,538    17,871
Net income                      -            -           -         -         -
Net income per share            -            -           -         -         -
Dividends per share             -            -           -         -         -
Total assets              144,090      162,618     181,115   199,616   218,088
Long term liabilities     124,815      141,120     159,280   177,440   195,600
Cash   dividends
  declared per share            -            -           -         -         -

The  following  table  sets forth a summary of  quarterly  unaudited  results of
operations for the years ended December 31, 2003 and 2002.

                           First         Second      Third     Fourth
                           Quarter       Quarter     Quarter   Quarter
                           -------       -------     -------   -------
                            $'000        $'000       $'000     $'000
                            -----        -----       -----     -----
2003
Net operating revenues      3,246        3,116       3,051     3,037
Expenses                    3,246        3,116       3,051     3,037
Net income                      -            -          -         -
2002
Net operating revenues      3,601        3,308       3,326     3,573
Expenses                    3,601        3,308       3,326     3,573
Net income                      -            -           -         -

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

Business Strategy

California Petroleum

California  Petroleum's  strategy  has been to issue,  as agent on behalf of the
Owners,  the Notes and loan the proceeds of the sale of the Notes to the Owners.
California  Petroleum's  only  sources  of funds  with  respect to the Notes are
payments  of  interest  and  principal  on the  related  loans  from  California
Petroleum to each Owner. General and administrative  expenses comprising trustee
fees, legal fees,  agency fees and other costs incurred by California  Petroleum
are billed to the Owners.  California  Petroleum  has no source of income  other
than payments to it by the Owners. The net result for the year is neither a gain
nor a loss, the detail  relating to such result is set forth in the Statement of
Operations and Retained Earnings included herein.

The Owners

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

Liquidity and Capital Resources

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

Critical Accounting Policies

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

     o    Revenue and expense recognition
     o    Accounting for deferred charges

Recently Issued Accounting Standards

In December 2003, the Financial Accounting Standards Board issued Interpretation
No. 46R,  Consolidation of Variable Interest Entities,  an Interpretation of ARB
No. 51 ("the  Interpretation"),  which replaces Interpretation No. 46, issued in
January  2003.  The  Interpretation  addresses  the  consolidation  of  business
enterprises (variable interest entities) to which the usual condition (ownership
of  a  majority  voting  interest)  of  consolidation   does  not  apply.   This
Interpretation   focuses  on  financial  interests  that  indicate  control.  It
concludes  that in the absence of clear  control  through  voting  interests,  a
company's  exposure  (variable  interest)  to the economic  risks and  potential
rewards from the variable  interest  entity's assets and activities are the best
evidence of control.  Variable  interests are rights and obligations that convey
economic  gains or losses  from  changes in the value of the  variable  interest
entity's  assets and  liabilities.  Variable  interests may arise from financial
instruments, service contracts, and other arrangements. If an enterprise holds a
majority of the variable  interests  of an entity,  it would be  considered  the
primary  beneficiary.  The  primary  beneficiary  would be  required  to include
assets,  liabilities,  and the results of operations  of the variable  interests
entity in its financial statements.

An enterprise  with a variable  interest in an entity to which the provisions of
the original  Interpretation have not been applied shall apply the provisions of
the revised  Interpretation as follows:  a public enterprise that is not a small
business issuer shall apply the  Interpretation  to all variable  interests held
(other  than  special-purpose  entities)  no  later  than  the end of the  first
reporting  period  ending after March 15, 2004;  a public  enterprise  that is a
small business issuer shall apply the  Interpretation to all variable  interests
held (other than  special-purpose  entities)  no later than the end of the first
reporting period ending after December 15, 2004; and a nonpublic enterprise with
a variable  interest in an entity that is created after  December 31, 2003 shall
apply  the  Interpretation  to  that  entity  immediately,  and to all  variable
interests held by the beginning of the first annual  reporting  period beginning
after December 15, 2004.

The Company shall first apply the  accounting  provisions of the  Interpretation
effective  January 1, 2005. The Company has begun to evaluate whether the Owners
represent  variable  interest  entities,  and  whether  the  Company's  variable
interest in the Owners would cause it to be the primary beneficiary.  If this is
the case,  consolidation  of the Owners by the Company is not expected to have a
significant effect on the Company's financial  position,  results of operations,
or cash flows.

Item 7a. Quantitative and Qualitative Disclosures About Market Risk

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

Quantitative  information about instruments exposed to business risk inherent in
the international tanker market at December 31, 2003 is as follows:

Serial Loans

The  principal  balances of the Serial Loans earn interest at rates ranging from
7.57% to 7.62% and mature over a three-year  period beginning April 1, 2004. The
loans are reported net of the related  discounts,  which are amortized  over the
term of the loans.

The outstanding serial loans have the following characteristics:

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

 April 1, 2004                    7.57%              12,950
 April 1, 2005                    7.60%               7,740
 April 1, 2006                    7.62%               2,530
                                  ----               ------
                                                     23,220

The outstanding amount of serial loans as at December 31, 2003 was $23,220,000.

Term Loans

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

The table below provides the final principal  payments on the Term Loans if none
of the Initial  Charters is  terminated  and if all of the Initial  Charters are
terminated on the earliest termination dates.

 Scheduled                       No initial        All initial
 payment                         charters           charters
 date                            terminated         terminated
 ----                            ----------         ----------
                                      $'000              $'000
                                      -----              -----

 April 1, 2004                        3,355              1,700
 April 1, 2005                        6,542              3,480
 April 1, 2006                        9,526              5,320
 April 1, 2007                       10,942              6,340
 April 1, 2008                       10,942              6,880
 April 1, 2009                       10,942              7,470
 April 1, 2010                       10,942              8,110
 April 1, 2011                       10,942              8,800
 April 1, 2012                       10,942              9,540
 April 1, 2013                       10,942             10,360
 April 1, 2014                       10,942             11,240
 April 1, 2015                       10,941             38,660
                                    -------            -------
                                    117,900            117,900

The outstanding amount of term loans at December 31, 2003 was $117,900,000.

Serial Mortgage Notes

The Serial Mortgage Notes bear interest at rates ranging from 7.57% to 7.62%
through maturity. The Notes mature over a three-year period beginning April 1,
2004. Interest is payable semi-annually.

The outstanding serial notes have the following characteristics:

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

 April 1, 2004                           7.57%              12,950
 April 1, 2005                           7.60%               7,740
 April 1, 2006                           7.62%               2,530
                                         -----              ------
                                                            23,220

Term Mortgage Notes

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

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

 Scheduled                       No initial        All initial
 payment                         charters           charters
 date                            terminated         terminated
 ----                            ----------         ----------
                                      $'000              $'000
                                      -----              -----

 April 1, 2004                         3,355              1,700
 April 1, 2005                         6,542              3,480
 April 1, 2006                         9,526              5,320
 April 1, 2007                        10,942              6,340
 April 1, 2008                        10,942              6,880
 April 1, 2009                        10,942              7,470
 April 1, 2010                        10,942              8,110
 April 1, 2011                        10,942              8,800
 April 1, 2012                        10,942              9,540
 April 1, 2013                        10,942             10,360
 April 1, 2014                        10,942             11,240
 April 1, 2015                        10,941             38,660
                                     -------            -------
                                     117,900            117,900

Item 8. Financial Statements and Supplementary Data

                                                                          Page

Report of Ernst & Young, Chartered Accountants, Independent Auditors        10

Balance Sheets as of December 31, 2003 and 2002                             11

Statements of Operations  and Retained  Earnings for the Years Ended
December 31, 2003, 2002 and 2001                                            12

Statements of Cash Flows for the Years Ended
December 31, 2003, 2002 and 2001                                            13

Notes to Financial Statements                                               14

<PAGE>


Report of Ernst & Young, Chartered Accountants, Independent Auditors


To the Board of Directors and Stockholder
California Petroleum Transport Corporation


We  have  audited  the  accompanying  balance  sheets  of  California  Petroleum
Transport  Corporation  as of  December  31,  2003  and  2002,  and the  related
statements of operations and retained  earnings,  and cash flows for each of the
three 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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of California Petroleum Transport
Corporation at December 31, 2003 and 2002, and the results of its operations and
its cash flows for each of the three  years in the  period  ended  December  31,
2003, in conformity with accounting  principles generally accepted in the United
States of America.


Ernst & Young
Chartered Accountants


Douglas, Isle of Man
April 13, 2004


<PAGE>



California Petroleum Transport Corporation
Balance Sheets as of December 31, 2003 and 2002

(in thousands of US$)
                                               Note      2003        2002
ASSETS
Current assets:
  Cash and cash equivalents                                  1           1
  Current portion of serial loans receivable     4      12,950      18,160
  Current portion of term loans receivable       5       3,355           -
  Interest receivable                                    2,944       3,322
  Other current assets                                      25          15
--------------------------------------------------------------------------
  Total current assets                                  19,275      21,498
Serial loans receivable, less current portion    4      10,100      22,882
Term loans receivable, less current portion      5     113,551     116,818
Deferred charges and other long-term assets    2(b)      1,164       1,420
--------------------------------------------------------------------------
  Total assets                                         144,090     162,618
==========================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Accrued interest                                       2,944       3,322
  Current portion of serial mortgage notes     6,7      12,950      18,160
  Current portion of term mortgage notes       6,8       3,355           -
  Other current liabilities                                 25          15
--------------------------------------------------------------------------
  Total current liabilities                             19,274      21,497
  Serial mortgage notes, less current portion  6,7      10,270      23,220
  Term mortgage notes, less current portion    6,8     114,545     117,900
--------------------------------------------------------------------------
  Total liabilities                                    144,089     162,617
  Stockholder's equity
  Common stock, $1 par value; 1,000 shares
    authorised, issued and outstanding                       1           1
--------------------------------------------------------------------------
  Total liabilities and stockholder's equity           144,090     162,618
==========================================================================


See accompanying Notes to the Financial Statements


<PAGE>


California Petroleum Transport Corporation Statements of Operations and Retained
Earnings for the years ended December 31, 2003, 2002 and 2001

(in thousands of US$)

                                             2003       2002         2001
Revenue
  Interest income                          12,369     13,772       15,164
  Fees reimbursed by related parties           81         36           46
--------------------------------------------------------------------------
 Net operating revenues                    12,450     13,808       15,210
--------------------------------------------------------------------------

Expenses
  General and administrative expenses         (81)       (36)         (46)
  Amortisation of debt issue costs           (256)      (256)        (256)
  Interest expense                        (12,113)   (13,516)     (14,908)
--------------------------------------------------------------------------
                                          (12,450)   (13,808)     (15,210)
--------------------------------------------------------------------------
Net income                                      -          -            -

Retained earnings, beginning of period          -          -            -
--------------------------------------------------------------------------
Retained earnings, end of period                -          -            -
==========================================================================

See accompanying Notes to the Financial Statements


<PAGE>


California Petroleum Transport Corporation
Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001

(in thousands of US$)

                                                       2003      2002      2001
Cash flows from operating activities
Net income                                                -         -         -
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Amortisation of deferred debt issue costs             256       256       256
  Changes in operating assets and liabilities:
  Decrease in interest receivable                       378       342       308
  Decrease (increase) on other current assets           (10)       (5)       33
  Decrease in accrued interest                         (378)     (342)     (308)
  (Decrease) increase in other current liabilities       10         5       (33)
--------------------------------------------------------------------------------
  Net cash provided by operating activities             256       256       256
--------------------------------------------------------------------------------
Cash flows from investing activities
  Collections on serial loans receivable             17,904    17,904    17,904
--------------------------------------------------------------------------------
  Net cash provided by investing activities          17,904    17,904    17,904
--------------------------------------------------------------------------------
Cash flows from financing activities
  Repayments of serial mortgage notes               (18,160)  (18,160)  (18,160)
--------------------------------------------------------------------------------
  Net cash used in financing activities             (18,160)  (18,160)  (18,160)
--------------------------------------------------------------------------------
Net change in cash and cash equivalents                   -         -         -

Cash and cash equivalents at beginning of period          1         1         1
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period                1         1         1
================================================================================

Supplemental disclosure of cash flow information:
  Interest paid                                      12,492    13,858    15,213
================================================================================

See accompanying Notes to Financial Statements


<PAGE>


California Petroleum Transport Corporation
Notes to Financial Statements

1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

2.   PRINCIPAL ACCOUNTING POLICIES

     (a)  Revenue and expense recognition

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

     (b)  Deferred charges

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

     (c)  Reporting currency

     The reporting and functional currency is the United States dollar.

     (d)  Cash and cash equivalents

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

     (e)  Use of estimates

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

3.   RECENTLY ISSUED ACCOUNTING STANDARDS

     In  December  2003,  the  Financial   Accounting   Standards  Board  issued
     Interpretation  No. 46R,  Consolidation of Variable Interest  Entities,  an
     Interpretation  of  ARB  No.  51("the   Interpretation"),   which  replaces
     Interpretation No. 46, issued in January 2003. The Interpretation addresses
     the consolidation of business  enterprises  (variable interest entities) to
     which the usual  condition  (ownership  of a majority  voting  interest) of
     consolidation  does not apply.  This  Interpretation  focuses on  financial
     interests that indicate control.  It concludes that in the absence of clear
     control through voting interests,  a company's exposure (variable interest)
     to the economic  risks and  potential  rewards  from the variable  interest
     entity's  assets and activities are the best evidence of control.  Variable
     interests are rights and  obligations  that convey economic gains or losses
     from  changes in the value of the  variable  interest  entity's  assets and
     liabilities.  Variable  interests  may arise  from  financial  instruments,
     service  contracts,  and  other  arrangements.  If an  enterprise  holds  a
     majority of the variable interests of an entity, it would be considered the
     primary  beneficiary.  The primary beneficiary would be required to include
     assets,  liabilities,  and  the  results  of  operations  of  the  variable
     interests entity in its financial statements.

     An enterprise with a variable interest in an entity to which the provisions
     of the  original  Interpretation  have not been  applied  shall  apply  the
     provisions of the revised  Interpretation  as follows:  a public enterprise
     that is not a small business issuer shall apply the  Interpretation  to all
     variable interests held (other than special-purpose entities) no later than
     the end of the first reporting period ending after March 15, 2004; a public
     enterprise that is a small business  issuer shall apply the  Interpretation
     to all variable  interests  held (other than  special-purpose  entities) no
     later than the end of the first reporting  period ending after December 15,
     2004; and a nonpublic enterprise with a variable interest in an entity that
     is created after December 31, 2003 shall apply the  Interpretation  to that
     entity immediately,  and to all variable interests held by the beginning of
     the first annual reporting period beginning after December 15, 2004.

     The  Company   shall  first  apply  the   accounting   provisions   of  the
     Interpretation effective January 1, 2005. The Company has begun to evaluate
     whether the Owners represent  variable interest  entities,  and whether the
     Company's  variable interest in the Owners would cause it to be the primary
     beneficiary.  If this  is the  case,  consolidation  of the  Owners  by the
     Company  is not  expected  to have a  significant  effect on the  Company's
     financial position, results of operations, or cash flows.

4.   SERIAL LOANS

     The  principal  balances of the Serial Loans earn interest at rates ranging
     from 7.57% to 7.62% and mature over a three-year  period beginning April 1,
     2004.  The loans  are  reported  net of the  related  discounts,  which are
     amortised over the term of the loans.

5.   TERM LOANS

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

6.   SERIAL LOANS AND TERM LOANS COLLATERAL

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

7.   SERIAL MORTGAGE NOTES

     The Serial  Mortgage  Notes bear  interest at rates  ranging  from 7.57% to
     7.62% through maturity. The Notes mature over a three-year period beginning
     April 1, 2004. Interest is payable semi-annually.

     The outstanding serial notes have the following characteristics:

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

 April 1, 2004                           7.57%              12,950
 April 1, 2005                           7.60%               7,740
 April 1, 2006                           7.62%               2,530
                                         ----               ------
                                                            23,220

     The Serial Mortgage Notes include certain  covenants such as restriction on
     the  payment  of  dividends  and making  additional  loans or  advances  to
     affiliates.  At December 31, 2003 and 2002,  the Company was in  compliance
     with these covenants.

8.   TERM MORTGAGE NOTES

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

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

Scheduled                        No initial         All initial
payment                          charters           charters
date                             terminated         terminated
----                             ----------         ----------
                                      $'000              $'000
                                      -----              -----

 April 1, 2004                        3,355              1,700
 April 1, 2005                        6,542              3,480
 April 1, 2006                        9,526              5,320
 April 1, 2007                       10,942              6,340
 April 1, 2008                       10,942              6,880
 April 1, 2009                       10,942              7,470
 April 1, 2010                       10,942              8,110
 April 1, 2011                       10,942              8,800
 April 1, 2012                       10,942              9,540
 April 1, 2013                       10,942             10,360
 April 1, 2014                       10,942             11,240
 April 1, 2015                       10,941             38,660
                                    -------            -------
                                    117,900            117,900

The Term Mortgage  Notes include  certain  covenants  such as restriction on the
payment of dividends and making  additional loans or advances to affiliates.  At
December 31, 2003 and 2002, the Company was in compliance with these covenants.

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

No  changes  were made to,  nor was there any  disagreement  with the  Company's
independent   auditors   regarding,   the  Company's   accounting  or  financial
disclosure.

Item 9a. Controls and Procedures

The  Company's  management,  with the  participation  of the  Company's  manager
Frontline Ltd,  including the Company's  President and Treasurer,  has evaluated
the  effectiveness  of the Company's  disclosure  controls and  procedures as of
December  31,  2003.  Based on that  evaluation,  the  Company's  President  and
Treasurer  concluded that the Company's  disclosure controls and procedures were
effective as of December 31, 2003.

Changes in Internal Controls

There were no material changes in the Company's  internal control over financial
reporting during the fourth quarter of 2003.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

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

Name                      Age              Position with the Company
----                      ---              -------------------------

Nancy D. Smith            36               Director and President
Geraldine St-Louis        28               Vice President
Louise E. Colby           55               Director and Assistant Secretary
R. Douglas Donaldson      62               Treasurer
Dimitris P.Spiliakos      26               Secretary

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

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

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

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

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

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

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

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following  table  provides  information as of March 30, 2004 with respect to
the ownership by each person or group of persons,  known by the registrant to be
a beneficial owner of 5% or more of the Common Stock.

Except as set forth below,  the Registrant is not aware of any beneficial  owner
of more than 5% of the Common Stock as of close of business on March 30, 2004.

                              Beneficial Ownership

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

Ordinary Shares    The California Trust                   1,000      100%
                   C/o JH Holdings Corporation
                   P.O. Box 4024
                   Room 4350, One International Place
                   Boston
                   MA 02101

The Company does not have an equity compensation plan.

Item 13. Certain Relationships and Related Transactions

Not applicable.

Item 14. Principal Accountant Fees and Services

We have engaged Ernst & Young as our principal  accountant.  The following table
summarizes  fees we have paid Ernst & Young for  independent  auditing,  tax and
related  services  for each of the last two  fiscal  years  (in  dollars  and in
thousands):

                                                2003                   2002
                                                ----                   ----

Audit fees (1)                               17,500                   17,500
Audit-related fees (2)                          n/a                      n/a
Tax fees (3)                                    n/a                      n/a
All other fees (4)                              n/a                      n/a

     1)   Audit fees represent  amounts  billed for each of the years  presented
          for professional services rendered in connection with (i) the audit of
          our annual  financial  statements,  (ii) the  review of our  quarterly
          financial  statements  or (iii) those  services  normally  provided in
          connection  with  statutory  and  regulatory  filings  or  engagements
          including comfort letters,  consents and other services related to SEC
          matters.  This  information is presented as of the latest  practicable
          date for this annual report on Form 10-K.

     2)   Audit-related  fees  represent  amounts we were  billed in each of the
          years presented for assurance and related services that are reasonably
          related to the  performance of the annual audit or quarterly  reviews.
          This category primarily includes services relating to internal control
          assessments and accounting-related consulting.

     3)   Tax  fees  represent  amounts  we were  billed  in  each of the  years
          presented for  professional  services  rendered in connection with tax
          compliance, tax advice, and tax planning.

     4)   All other fees  represent  amounts we were billed in each of the years
          presented  for services not  classifiable  under the other  categories
          listed in the table above.  Ernst and Young  rendered no such services
          during the last two years.

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

                                     PART IV

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

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

Financial Statements

Report of Ernst & Young, Chartered Accountants, Independent Auditors

Balance Sheets at December 31, 2003 and 2002

Statements of Operations and Retained  Earnings for the Years Ended December 31,
2003, 2002 and 2001

Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001

Notes to Financial Statements

(b)  Exhibits and Reports on Form 8-K

     (i)  Exhibits

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (ii) Reports on Form 8-K

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


<PAGE>


                                   SIGNATURES

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

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


Date  April 8, 2004                            By   /s/ Nancy D. Smith
      ------------                                      President
                                                    ------------------
                                                         (Signature)


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


Date  April 8, 2004                            By   /s/ Nancy D. Smith
      ------------                                      Director and President
                                                    --------------------------
                                                         (Signature)

Date  April 8, 2004                            By   /s/ R. Douglas Donaldson
      -------------                                      Director and Treasurer
                                                    ---------------------------
                                                            (Signature)


<PAGE>


Exhibit 31.1

                                  CERTIFICATION

I, Nancy D Smith, certify that:

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

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

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

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

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

          (b)  Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

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

          (d)  Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

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

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

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Date: April 8, 2004

By   /s/ Nancy D. Smith
          President
     -------------------
         (Signature)



<PAGE>


Exhibit 31.2
                                  CERTIFICATION

I, R Douglas Donaldson, certify that:

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

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

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

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

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

          (b)  Designed  such  internal  control over  financial  reporting,  or
               caused such  internal  control  over  financial  reporting  to be
               designed under our supervision,  to provide reasonable  assurance
               regarding  the   reliability  of  financial   reporting  and  the
               preparation  of financial  statements  for  external  purposes in
               accordance with generally accepted accounting principles;

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

          (d)  Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

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

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

          (b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting. Date: April 8, 2004


By   /s/ R. Douglas Donaldson
            Treasurer
     ------------------------
            (Signature)


<PAGE>


Exhibit 32.1

                    PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350

In  connection  with  the  Annual  Report  of  California   Petroleum  Transport
Corporation (the "Company") on Form 10-K for the year ended December 31, 2003 as
filed with the  Securities and Exchange  Commission  (the "SEC") on or about the
date hereof (the  "Report"),  I, Nancy D Smith,  Director  and  President of the
Company,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and
will be  retained  by the  Company  and  furnished  to the SEC or its staff upon
request.

Date: April 8, 2004

By  /s/ Nancy D. Smith
         President
    ------------------
       (Signature)


<PAGE>


Exhibit 32.2

                    PRINCIPAL FINANCIAL OFFICER CERTIFICATION
                       PURSUANT TO 18 U.S.C. SECTION 1350

In  connection  with  the  Annual  Report  of  California   Petroleum  Transport
Corporation (the "Company") on Form 10-K for the year ended December 31, 2003 as
filed with the  Securities and Exchange  Commission  (the "SEC") on or about the
date hereof (the "Report"),  I, R Douglas  Donaldson,  Treasurer of the Company,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The  information  contained  in the  Report  fairly  presents,  in all  material
respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and
will be  retained  by the  Company  and  furnished  to the SEC or its staff upon
request.

Date: April 8, 2004

By  /s/ R. Douglas Donaldson
            Treasurer
    ------------------------
            (Signature)


02089.0006 #478423