FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2013

[_] 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 of incorporation or organization)		(I.R.S. Employer Identification No.)

114 West 47th Street, Suite 2310, New York, New York 10036

(Address of principal executive offices) (Zip Code)

(212) 302-5151

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

[X] Yes [_] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X ] Yes [_] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non- accelerated filer. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	[_]	Accelerated filer	[_]
Non-accelerated filer	[X]	Smaller Reporting Company	[_]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[_] Yes [X] No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

[_] Yes [_] No

Number of shares outstanding of each class of Registrant's Common Stock as of ~~May 9~~August 8, 2013

1,000 shares Common Stock, $1.00 par value per share

California Petroleum Transport Corporation

Quarterly Report on Form 10-Q

		Page
Part I	Financial Information
Item 1	Financial Statements	2
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3	Quantitative and Qualitative Disclosures about Market Risk	10
Item 4	Controls and Procedures	10
Part II	Other Information
Item 1	Legal Proceedings	1112
Item 1A	Risk Factors	1112
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	1112
Item 3	Defaults Upon Senior Securities	1112
Item 4	Mine Safety Disclosures	1112
Item 5	Other Information	1112
Item 6	Exhibits	1113
Signatures		1315

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

California Petroleum Transport Corporation, or 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 report 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. When used in this report, the words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect" and similar expressions identify forward-looking statements.

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

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

We caution readers of this report not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward looking statements. Please see our Risk Factors in Item 3 of our annual report on Form 10-K for the year ended December 31, 2012 for a more complete discussion of these and other risks and uncertainties.

PART I - FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

California Petroleum Transport Corporation

Unaudited Balance Sheets as at ~~March~~June 3130, 2013 and December 31, 2012

(in thousands of US$)

	March 31, 2013			December 31, 2012
	June 30,2013		December 31, 2012
ASSETS
Current assets:
Current assets
Cash and cash equivalents	1	1	1		1
Current portion of Term Loans	9,526	~~9,526~~	9,526		~~9,526~~
Interest receivable	406	~~1,217~~	609		~~609~~
Other current assets	9	16	25		25
Total current assets	9,942	~~10,760~~	10,161		~~10,161~~
Term Loans, less current portion	9,384	~~18,889~~	18,868		~~18,868~~
Deferred charges	141	~~162~~	183		~~183~~
Total assets	19,467	~~29,811~~	29,212		~~29,212~~
LIABILITIES AND EQUITY
Current liabilities:
Current liabilities
Accrued interest	406	~~1,217~~	609		~~609~~
Current portion of Term Notes	9,526	~~9,526~~	9,526		~~9,526~~
Other current liabilities	9	16	25		25
Total current liabilities	9,941	~~10,759~~	10,160		~~10,160~~
Term Notes, less current portion	9,525	~~19,051~~	19,051		~~19,051~~
Total liabilities	19,466	~~29,810~~	29,211		~~29,211~~
Equity
Share capital	1	1	1		1
Total liabilities and equity	19,467	~~29,811~~	29,212		~~29,212~~

See notes to the unaudited financial statements.

California Petroleum Transport Corporation

Unaudited Statements of Operations and Retained Earnings for the three month and six month periods ended ~~March~~June 3130, 2013 and 2012

(in thousands of US$)

	Three month period ended March 31,
	Three months ended June 30						Six months ended June 30,
	2013			2012	~~2012~~		2013		2012
Revenue
Interest income	426	~~630~~		629		~~833~~	1,056		1,462
Expenses reimbursed	3	6		7		6	9		13
Net operating revenues	429	~~636~~		636		~~839~~	1,065		1,475
Expenses
Administrative expenses	(3	(6)	)	(7	)	(6	)(9	)	(13	)
Amortization of debt issue costs	(21	~~(21~~)	)	(21	)	~~(21~~	)(42	)	(42	)
Interest expense	(405	~~(609~~)	)	(608	)	~~(812~~	)(1,014	)	(1,420	)
Total operating expenses	(429	~~(636~~)	)	(636	)	~~(839~~	)(1,065	)	(1,475	)
Net income	—	-		—		-	—		—
Retained earnings, beginning of period	—	-		—		-	—		—
Retained earnings, end of period	—	-		—		-	—		—

See notes to the unaudited financial statements.

California Petroleum Transport Corporation

Unaudited Statements of Cash Flows for the ~~three~~six month periods ended ~~March~~June 3130, 2013 and 2012

(in thousands of US$)

	Three month period ended March 31,
	Six month periodended June 30,
	2013			2012	~~2012~~
Net income	—	-		—		-
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred debt issue costs	42	21		42		21
Amortization of issue discount on loan receivable	(42	~~(21~~)	)	(42	)	~~(21~~	)
Changes in operating assets and liabilities:
Interest receivable	203	~~(608~~	)	203		~~811~~
Other current assets	16	9		3		4
Accrued interest	(203	~~608~~)		(203	)	~~(811~~	)
Other current liabilities	(16	(9)	)	(3	)	(4	)
Net cash provided by operating activities	—	-		—		-
Cash flows from investing activities
Collections on Term Loans	9,526	-		9,526		-
Net cash provided by investing activities	9,526	-		9,526		-
Cash flows from financing activities
Repayment of Term Notes	(9,526	-)		(9,526	)	-
Net cash used in financing activities	(9,526	-)		(9,526	)	-
Net change in cash and cash equivalents	—	-		—		-
Cash and cash equivalents at beginning of period	1	1		1		1
Cash and cash equivalents at end of period	1	1		1		1
Supplemental disclosure of cash flow information
Interest paid	1,217	-		1,623		-

See notes to the unaudited financial statements.

California Petroleum Transport Corporation

Notes to the unaudited financial statements

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

California Petroleum Transport Corporation (the "Company"), which is incorporated in Delaware, is a special purpose corporation that was 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"), $167,500,000 Serial First Preferred Mortgage Notes, or the Serial Notes, and $117,900,000 8.52% First Preferred Mortgage Notes due in 2015, which we refer to as the Term Notes and together with the Serial Notes as the Notes. The Serial Notes were fully repaid April 1, 2006. 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 in 2015, to the Owners to fund the acquisition of four vessels (the "Vessels") from Chevron Transport Corporation ("Chevron").

Currently, the Owners charter three of the Vessels to Chevron under bareboat charters that are expected to provide sufficient payments to cover the Owners' obligations to the Company. CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited and CalPetro Tankers (IOM) Limited received no notice from Chevron to terminate their bareboat charters by the required dates. Consequently, the charters will continue until April 1, 2015.

The fourth Vessel (the "Front Voyager") was chartered under a bareboat charter to Front Voyager Inc. (the "Charterer"), a wholly owned subsidiary of Frontline Ltd. (the "Front Voyager Charter"). Pursuant to the Front Voyager Charter, the Charterer agreed to charter the Front Voyager as of April 1, 2006 for an initial two-year period (the "Initial Period") with a further seven annual optional periods. The charterhire payable for the Initial Period was $5.05 million. This was prepaid in full on March 31, 2006. On March 25, 2009, the Charterer exercised its option to extend the charter for the second one-year optional period beginning April 1, 2009 at a cost of $1.8 million. On January 5, 2010, the Charterer gave notice that it would terminate the charter and paid a termination fee of $4.9 million on April 1, 2010 in accordance with the bareboat charter. A Memorandum of Agreement, dated March 15, 2010, was signed regarding the sale of the Front Voyager for $8.3 million and delivery to the buyer occurred on April 8, 2010. After the sale of Front Voyager, the Owner, CalPetro Tankers (Bahamas III) Limited, will continue in existence but will not actively engage in any business other than in connection with ongoing corporate affairs.

The Company's only source of funds with respect to the Term Notes is the payment of the principal and interest on the Term Loans by the Owners. The Company does not have any other source of capital for payment of the Term Notes. The Owners' only sources of funds with respect to its obligation to the Company are the payments by Chevron. The Owners do not have any other source of capital for payment of the Term Loans.

The interim financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2012. The Company follows the same accounting policies in the preparation of interim reports. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial condition, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year's results.

2. PRINCIPAL ACCOUNTING POLICIES

(a) Revenue and expense recognition

Interest receivable on the Term Loans is accrued on a daily basis. Interest payable on the Term 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 Term Notes to which they relate on a straight line basis, which is not materially different to the effective interest rate method.

The reporting and functional currency is the United States dollar.

(d) Use of estimates

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

(e) Recently Issued Accounting Pronouncements

There were no new accounting standards implemented in 2013 that had an impact on our results or new accounting standards to be implemented in the future that we expect to have an impact on our results when adopted.

3. TERM LOANS

The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full ~~over~~on ~~three~~April ~~years~~1, 2015.

4. TERM LOANS COLLATERAL

The Term Loans are collateralized by first preferred mortgages on the Vessels to the Company. The earnings and insurance relating to the Vessels subject to the charters with Chevron have been collaterally assigned pursuant to an assignment of earnings and insurance to the Company, which in turn has assigned such assignment of earnings and insurance to The Bank of New York Mellon as the collateral trustee (the "Trustee"). The charters with Chevron and the Chevron Guarantees (where the obligations of Chevron are guaranteed by Chevron Corporation) relating to the Vessels have been collaterally assigned pursuant to the assignment of initial charter and assignment of initial charter guarantee to the Company, which in turn has assigned such assignments to the collateral trustee. The capital stock of each of the Owners has been pledged to the Company pursuant to stock pledge agreements which have also been collaterally assigned to the Trustee.

On October 3, 2011, pursuant to the Collateral Trust Agreement, excess funds held by the Trustee in the amount of $6.7 million allocable to CalPetro Tankers (Bahamas III) Limited became available for release from the relevant trust account as a result of sufficient funds remaining on deposit at the Trustee for the payment in full of principal and interest on the Term Notes as they become due and were released to CalPetro Tankers (Bahamas III) Limited on the same date. CalPetro Tankers (Bahamas III) Limited paid a dividend of $6.7 million on December 15, 2011.

5. DEFERRED CHARGES

(in thousands of $)	~~March~~June 3130, 2013			December 31, 2012	~~Dec 31, 2012~~
Debt arrangement fees	3,400	~~3,400~~		3,400		~~3,400~~
Accumulated amortization	(3,259	~~(3,238~~)	)	(3,217	)	~~(3,217~~	)
		162				183
	141			183

6. TERM NOTES

(in thousands of $)	~~March~~June 3130, 2013			December 31, 2012	~~Dec 31, 2012~~
8.52% Term Notes due 2015	19,051	~~28,577~~		28,577		~~28,577~~
Total debt	19,051	~~28,577~~		28,577		~~28,577~~
Less: short-term portion	(9,526	~~(9,526~~)	)	(9,526	)	~~(9,526~~	)
		19,051				19,051
	9,525			19,051

The outstanding debt as of ~~March~~June 3130, 2013 is repayable as follows:

(in thousands of $)
2013			9,526
2014			9,526
2015			9,525
			28,577



(in thousands of $)
2014	9,526
2015	9,525
	19,051

A make whole premium of $2.1 million for the early redemption of debt following the sale of Front Voyager by one of the Owners was paid in April 2010. In addition, fees of $0.9 million relating to the consent solicitation process relating to the sale of Front Voyager and its release from the collateral securing the Term Notes, and the redemption and cancellation of the portion of the outstanding principal amount of the Term Notes allocated to the Front Voyager were incurred in April 2010.

The Term Notes bear interest at a rate of 8.52% per annum. Interest is payable semi-annually. The Term Notes include certain covenants such as restriction on the payment of dividends and making additional loans or advances to affiliates. At ~~March~~June 3130, 2013 and December 31, 2012, the Company was in compliance with these covenants.

As of ~~March~~June 3130, 2013, the effective interest rate for the Term Notes of the Company was 8.52%.

7. SHARE CAPITAL

(in thousands of $)	~~March~~June 3130, 2013		December 31, 2012	~~Dec 31, 2012~~
Authorized, issued and fully paid share capital:
1,000 shares of $1.00 each	1	1	1		1

8. FINANCIAL INSTRUMENTS

Fair values

The carrying value and estimated fair value of the Company's financial instruments at ~~March~~June 3130, 2013 and December 31, 2012 are as follows:

(in thousands of $)	~~March~~June 3130, ~~2013 Fair Value~~2013FairValue		June 30, 2013 Carrying Value	~~March 31, 2013 Carrying Value~~		Dec 31, 2012FairValue	~~Dec 31, 2012 Fair Value~~	Dec 31, 2012CarryingValue	~~Dec 31, 2012 Carrying Value~~
Cash and cash equivalents	1	1	1		1	1		1		1
Term Loans	18,570	~~27,875~~	18,910		~~28,415~~	27,883		2728,~~883~~394		~~28,394~~
Term Notes	18,708	~~28,034~~	19,051		~~28,577~~	28,063		28,~~063~~577		~~28,577~~

The estimated fair value of financial assets and liabilities are as follows:

(in thousands of $)	~~March~~June 3130, ~~2013~~2013Fair ~~Fair~~ value		Level 1	~~Level 1~~		Level 2	~~Level 2~~	Level 3	~~Level 3~~
Financial assets:
Cash and cash equivalents	1	1	1		1	—		-—		-
Term Loans	18,570	~~27,875~~	—		-	18,570		~~27,875~~—		-
Financial liabilities:
Term Notes	18,708	~~28,034~~	—		-	18,708		~~28,034~~—		-

The following methods and assumptions were used to estimate the fair value of each class of financial instrument;

Cash and cash equivalents - the carrying value is a reasonable estimate of fair value.

Term Loans – the estimated fair value of the Term Loans is based on the quoted market prices of the Term Notes.

Term Notes – the estimated fair value of the Term Notes is based on the market price achieved in the last significant trading of the notes (level two per ASC Topic 820).

Concentrations of risk

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

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three and six months ended ~~March~~June 3130, 2013 compared with the three and six months ended ~~March~~June 3130, 2012

Amounts included in the following discussion are derived from our unaudited interim financial statements for the three and six month periods ended ~~March~~June 3130, 2013 and 2012.

Interest income

(in thousands of $)		2013			2012
	Three months ended June 30					Six months ended June 30
Interest income			630			833
(in thousands of $)	2013			2012		2013	2012
Interest income	426			629		1,056	1,462

Interest income decreased in the ~~three~~six months ended ~~March~~June 3130, 2013 compared to the same period in 2012 primarily due to a decrease in the principal balance of Term Loans receivable. On April 1, 2013, the Owners repaid a total principal amount of $9.5 million on the Term Loans

Interest income decreased in the three months ended June 30, 2013 compared to the same period in 2012 primarily due to a decrease in the principal balance of Term Loans receivable.

Expenses reimbursed

(in thousands of $)		2013			2012
	Three months ended June 30					Six months ended June 30
Expenses reimbursed			6			6
(in thousands of $)	2013			2012		2013	2012
Expenses reimbursed	3			7		9	13

Administrative expenses, which are incurred by us are billed to the Owners. Please see the discussion on administrative expenses below.

Interest expense

(in thousands of $)		2013			2012
	Three months ended June 30					Six months ended June 30
Interest expense			609			812
(in thousands of $)	2013			2012		2013	2012
Interest expense	405			608		1,014	1,420

The decrease in interest expense for the ~~three~~six months ended ~~March~~June 3130, 2013 compared to the same period in 2012 is ~~consistent~~primarily ~~with~~due ~~expectations~~to ~~resulting~~a ~~from~~decrease in the ~~interest~~principal ~~being~~balance ~~charged~~of onTerm Notes payable. On April 1, 2013, we repaid a ~~lower~~total principal ~~balance~~amount of $9.5 million on the Term Notes.

The decrease in interest expense for the three months ended June 30, 2013 compared to the same period in 2012 is consistent with expectations resulting from the interest being charged on a lower principal balance.

Administrative expenses

(in thousands of $)		2013				2012
	Three months ended June 30						Six months ended June 30
Administrative expenses			(6	)			(6	)
(in thousands of $)	2013			2012			2013		2012
Administrative expenses	(3	)		(7	)		(9	)	(13	)

~~Administrative~~The decrease in administrative expenses ~~which~~for ~~comprise~~the ~~audit~~six ~~fees~~months and ~~other~~three ~~costs~~months ~~incurred~~ended byJune us30, ~~are~~2013 ~~billed~~compared to the ~~Owners~~same periods in 2012 is primarily due to a decrease in audit fees.

Liquidity and Capital Resources

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

Off-balance Sheet Arrangements

We have 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 its financial condition, revenues or expenses, liquidity, capital expenditures or capital reserves.

Critical Accounting Policies

There have been no material changes to our critical accounting policies and estimates from the information provided in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the year ended December 31, 2012.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None of the instruments issued by us are for trading purposes. We are exposed to business risk inherent in the international tanker market as outlined in "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2012.

~~Quantitative~~The ~~information~~Company's ~~about~~only ~~market~~source ~~risk~~of ~~instruments~~funds for the repayment of the principal and interest on the Term Notes are the repayments from the Owners. The Owners only source of funds for the repayment of the principal and interest on the Term Loans due to the Company are from charterhire payments from Chevron as well as investment income and the proceeds, if any, from the sale of ~~March~~any 31of the Vessels. Accordingly, ~~2013~~the Company's ability to service its obligations on the Term Notes is aswholly ~~follows:~~dependent upon the financial condition, results of operations and cash flows from the Owners.

Quantitative information about market risk instruments as of June 30, 2013 is as follows:

Term Notes

The principal balances of the Term Notes accrue interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015. The table below provides the final principal payments on the Term Notes.

Scheduled payment date	$'000	~~$'000~~
April 1, 2013			9,526
April 1, 2014	9,526
April 1, 2014			9,526
April 1, 2015	9,525
April 1, 2015			9,525
Total debt	19,051
Total debt			28,577

The outstanding amount of Term Notes as of ~~March~~June 3130, 2013 was $2819.61 million.

The principal balances of the Term Loans earn interest at a rate of 8.52% per annum and are to be repaid in full on April 1, 2015 on the same basis as the Term Notes.

ITEM 4 – CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our management, including our principal executive and financial officers, with the participation of our manager, Frontline Ltd., assessed the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of ~~March~~June 3130, 2013. Based upon that evaluation, our management, including our principal executive and financial officers, with the participation of our manager, Frontline Ltd., concluded that the Company's disclosure controls and procedures were effective as of ~~March~~June 3130, 2013.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

1011

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Management of the Company does not believe there have been any material changes in the risk factors that were disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2012, which was filed with the Commission on March 18, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

~~Item 6 – Exhibits~~12

Item 6 – 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).

4.4*	Bareboat Charter between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.4 on Form 20-F/A, Commission File No. 33-79220).

4.5*	Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and Front Voyager Inc. dated March 31, 2006 (filed July 8, 2008 as Exhibit 4.5 on Form 20-F/A, Commission File No. 33-79220).

4.6*	Amendment No. 2 to Management and Remarketing Agreement between CalPetro Tankers (Bahamas III) Limited and Frontline Ltd. dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.6 on Form 20-F, Commission File No. 33-79220).

4.7*	Amendment No. 2 to the Collateral Trust Agreement among CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, CalPetro Tankers (IOM) Limited, The Bank of New York Mellon Trust Company, N.A., as indenture trustee, The Bank of New York Trust Company, N.A., as collateral trustee and California Petroleum Transport Corporation, dated as of April 1, 2010 (filed April 29, 2010 as Exhibit 4.7 on Form 20-F, Commission File No. 33-79220).



4.8*	Termination of Assignment of Charter between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation (dated as of April 8, 2010 as Exhibit 4.8 filed April 29, 2010 on Form 20-F, Commission File No. 33-79220).

4.9*	Termination of Statutory Mortgage between CalPetro Tankers (Bahamas III) Limited and The Bank of New York Mellon Trust Company, N.A., dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.9 on Form 20-F, Commission File No. 33-79220).

4.10*	Termination of Deed of Covenants between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.10 on Form 20-F, Commission File No. 33-79220).

4.11*	Termination of Term Loan Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.11 on Form 20-F, Commission File No. 33-79220).

4.12*	Termination of Debenture between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.12 on Form 20-F, Commission File No. 33-79220).

4.13*	Termination of Assignment of Earnings and Insurances between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.13 on Form 20-F, Commission File No. 33-79220).

4.14*	Termination of Assignment of Purchase Agreement between CalPetro Tankers (Bahamas III) Limited and California Petroleum Transport Corporation dated as of April 8, 2010 (filed April 29, 2010 as Exhibit 4.14 on Form 20-F, Commission File No. 33-79220).

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

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



101.	INS**	XBRL	Instance Document
101.	SCH**	XBRL	Taxonomy Extension Schema
101.	CAL**	XBRL	Taxonomy Extension Schema Calculation Linkbase
101.	LAB**	XBRL	Taxonomy Extension Schema Label Linkbase
101	DEF**	XBRL	Taxonomy Extension Definition Linkbase
101.	PRE**	XBRL	Taxonomy Extension Schema Presentation Linkbase



*	Incorporated by reference to the filing indicated.
**	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under such sections.

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SIGNATURES

Pursuant to the requirements 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: May 9, 2013	By:	/s/ Damian A. Perez
Date: August 8, 2013	By:	/s/ Damian A. Perez
		Damian A. Perez
		Director, President and Treasurer (Principal Executive Officer and Principal Financial Officer)
		Director, President and Treasurer(Principal Executive Officer andPrincipal Financial Officer)

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