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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



                                January 30, 2005
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                 Date of Report (Date of earliest even reported)



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



Delaware                               033-79220               04-3232976
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(State of other                       (Commission             (IRS Employer
jurisdiction of incorporation)        File Number)          Identification No.)



     Suite 3218, One International Place, Boston, Massachusetts, 02110-2624
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                    (Address of principal executive offices)


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






Item 4.01 Changes in Registrant's Certifying Accountant

On January  26,  2005,  the  Directors  of the  California  Petroleum  Transport
Corporation  (the "Company")  determined to engage Grant Thornton LLP, New York,
New York as the  Company's  Certifying  Accountant  effective for the year ended
December 31, 2004.  Grant Thornton  replaced Ernst & Young who declined to stand
for  re-election.  The change  reflects  the  decision  by  Independent  Tankers
Corporation  to prepare  consolidated  group accounts with Grant Thornton as the
group's certifying  accountant.  The Company was set up as to act as an agent to
issue  certain  notes on  behalf of four  subsidiaries  of  Independent  Tankers
Corporation.

The reports of Ernst & Young on the Company's financial  statements for the past
two fiscal years did not contain an adverse  opinion or a disclaimer  of opinion
and were not qualified or modified as to uncertainty,  audit scope or accounting
principles.

In connection with the audits of the Company's financial  statements for each of
the two fiscal  years  ended  December  31, 2003 and in the  subsequent  interim
period,  there  were no  disagreements  with  Ernst & Young  on any  matters  of
accounting principles or practices,  financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst & Young
would have caused Ernst & Young to make reference to the matter in their report.
The Company has requested Ernst & Young to furnish it a letter  addressed to the
Commission  stating whether it agrees with the above statements.  A copy of that
letter dated January 28, 2005 is filed as Exhibit 1.0 to this Form 8-K.


                                   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 hereunto duly authorised.


                                    California Petroleum Transport Corporation
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                                                (Registrant)



January 31, 2005                   /s/ Nancy D. Smith
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      Date                             Nancy D Smith
                                       Director and President






02089.0006 #544406