SECURITIES AND EXCHANGE COMMISSION
                           Washington DC 20549

                                 Form 10-Q

                                 (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 31, 1999

                                    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 1-11516

                   REMINGTON OIL AND GAS CORPORATION
         (Exact name of registrant as specified in its charter)

           Delaware                               75-2369148
(State or other jurisdiction of        (IRS employer identification no.)
 incorporation or organization)

            8201 Preston Road, Suite 600, Dallas, Texas 75225-6211
                     (Address of principal executive offices)
                                   (Zip code)

                                 (214) 210-2650
              (Registrant's telephone number, including area code)

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 shorter period than 
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 
     ---       ---

There were 21,260,519 outstanding shares of Common Stock, $0.01 par 
value, on May 12, 1999.

<PAGE>


                     Remington Oil and Gas Corporation
                                  INDEX


PART I FINANCIAL INFORMATION                                     3

  ITEM 1. FINANCIAL STATEMENTS                                   3

    Condensed Consolidated Balance Sheets                        3

    Condensed Consolidated Statements of Income and
    Comprehensive Income                                         4

    Condensed Consolidated Statements of Cash Flows              5

    Notes to Consolidated Financial Statements                   6

  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
          CONDITION AND RESULTS OF OPERATIONS                    8

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT 
          MARKET RISK                                           10


PART II OTHER INFORMATION                                       11

  ITEM 1. LEGAL PROCEEDINGS                                     11

  ITEM 2. CHANGES IN SECURITIES                                 11

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES                       11

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   11

  ITEM 5. OTHER INFORMATION                                     11

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                      11

<PAGE>

PART I  FINANCIAL INFORMATION
Item 1. Financial Statements

                     Remington Oil and Gas Corporation
                   Condensed Consolidated Balance Sheets
                     (In thousands, except share data) 

                                              March 31,     December 31, 
                                                1999            1998
Assets                                       ------------   ------------
 Current assets                              (Unaudited)
  Cash and cash equivalents                   $    2,671     $   19,018
  Restricted cash and cash equivalents             9,000          8,750
  Accounts receivable                              3,574          3,212
  Prepaid expenses and other current assets        2,155          1,871
                                             ------------   ------------
 Total current assets                             17,400         32,851
                                             ------------   ------------
 Properties 
  Oil and natural gas properties 
   (successful-efforts method)                   263,932        260,649
  Other properties                                 2,860          2,706
  Accumulated depreciation, depletion and
   amortization                                 (171,809)      (167,053)
                                             ------------   ------------
 Total properties                                 94,983         96,302
                                             ------------   ------------
 Other assets                                        981          1,076
                                             ------------   ------------
Total assets                                   $ 113,364     $  130,229
                                             ============   ============

Liabilities and stockholders' equity 
 Liabilities
  Current liabilities 
   Accounts payable and accrued liabilities    $   6,714     $    7,264
   Phillips judgment payable                      18,232         18,165
   Short-term notes payable and current
    portion of long-term notes payable               129          8,651
                                             ------------   ------------
  Total current liabilities                       25,075         34,080
                                             ------------   ------------
  Other liabilities
   Minority interest in subsidiaries                  85             87
   Long-term accounts payable                      2,683          2,913
   Notes payable                                  26,528          3,500
   8 1/4% Convertible subordinated notes
    payable due in 2002                            5,950         29,950
                                             ------------   ------------
  Total other liabilities                         35,246         36,450
                                             ------------   ------------
 Total Liabilities                                60,321         70,530
                                             ------------   ------------
 Commitments and contingencies (Note 4)
 Stockholders' equity 
  Common stock, $0.01 par value, 100,000,000
   shares authorized, 21,466,494 shares
   issued and 21,260,519 outstanding                 213            213
  Additional paid-in capital                      44,157         44,117
  Retained earnings                                8,673         15,369
                                             ------------   ------------
 Total stockholders' equity                       53,043         59,699
                                             ------------   ------------
Total liabilities and stockholders' equity     $ 113,364      $ 130,229
                                             ============   ============

      See accompanying Notes to Consolidated Financial Statements.

<PAGE>

                     Remington Oil and Gas Corporation
   Condensed Consolidated Statements of Income and Comprehensive Income
                                (Unaudited)
                 (In thousands, except per share amounts)


                                            Three Months Ended March 31,
                                                 1999            1998
                                            -------------   ------------
Revenues
 Gas sales                                     $   3,657      $   7,328
 Oil sales                                         2,732          4,327
 Other income                                      1,059            852
                                            -------------   ------------
Total revenues                                     7,448         12,507
                                            -------------   ------------
Costs and expenses
 Operating costs                                   1,636          1,623
 Transportation expense                               38            747
 Net Profits expense                                 234          1,632
 Exploration expense                               4,522          1,873
 Depreciation, depletion and amortization          4,756          6,361
 General and administrative expenses               1,284          1,271
 Interest and financing costs                      1,656            995
                                            -------------   ------------
Total costs and expenses                          14,126         14,502
                                            -------------   ------------
Income (loss) before income taxes and 
 minority interest                                (6,678)        (1,995)
 Income tax expense                                    -              -
 Minority interest in income of
  subsidiaries                                        (2)             -
                                            -------------   ------------
Net income (loss)                              $  (6,676)        (1,995)
                                            -------------   ------------
Other comprehensive income (loss) 
 (net of taxes)                                        -              -
                                            -------------   ------------
Comprehensive net income (loss)                $  (6,676)     $  (1,995)
                                            =============   ============

Basic and diluted income (loss) per share      $   (0.31)     $   (0.10)
                                            =============   ============

Basic and diluted comprehensive income
 (loss) per share                              $   (0.31)     $   (0.10)
                                            =============   ============

        See accompanying Notes to Consolidated Financial Statements.

<PAGE>


                      Remington Oil and Gas Corporation 
               Condensed Consolidated Statements of Cash Flows
                                (Unaudited) 
                               (In thousands) 

                                                Three Months Ended 
                                                      March 31, 
                                                  1999            1998
                                              ------------  ------------
Cash flow provided by operations 
 Net income (loss)                             $  (6,676)     $  (1,995)
 Adjustments to reconcile net income
  Depreciation, depletion and amortization         4,756          6,361
  Amortization of deferred charges                   633             53
  Dry hole costs                                   3,801            396
  Minority interest in net income of
   Subsidiaries                                       (2)             -
  Stock issued to directors for compensation          40            240
  (Gain) loss on sale of properties                  (95)           (70)
 Changes in working capital
  (Increase) decrease in accounts receivable        (372)         1,001
  (Increase) decrease in prepaid expenses
   and other current assets                         (284)           348
  (Decrease) in accounts payable and 
   accrued expenses                                 (483)        (1,460)
  (Increase) in restricted cash                     (250)             -
                                              ------------  ------------
 Net cash flow provided by operations              1,068          4,874
                                              ------------  ------------
 Cash from investing activities 
  Payments for capital expenditures               (7,238)        (9,324)
  Principal repayments - S-Sixteen Holding 
   Company                                             -            547
  Proceeds from property sales                        95            104
                                              ------------  ------------
 Net cash used in investing activities            (7,143)        (8,673)
                                              ------------  ------------
 Cash from financing activities 
  Proceeds from note payable                      26,528          2,500
  Debt issuance costs for line of credit            (528)             -
  Payments on notes payable and long-term 
   accounts payable                              (36,252)             -
  Dividends paid to minority stockholders 
   of subsidiaries                                   (20)             -
                                              ------------  ------------
 Net cash (used in) provided by financing 
  activities                                     (10,272)         2,500
                                              ------------  ------------
Net increase (decrease) in cash and cash
 equivalents                                     (16,347)        (1,299)
 Cash and cash equivalents at beginning of
  period                                          19,018          4,552
                                              ------------  ------------
Cash and cash equivalents at end of period     $   2,671      $   3,253
                                              ============  ============

       See accompanying Notes to Consolidated Financial Statements.

<PAGE>


Note 1. Accounting Policies and Basis of Presentation

     Remington Oil and Gas Corporation is an independent oil and gas 
exploration and production company incorporated in Delaware. Our oil and 
gas properties are located in three areas, offshore Gulf of Mexico, 
Mississippi/Alabama, and onshore Gulf Coast.

     We prepared these financial statements according to the 
instructions for Form 10-Q. Therefore, the financial statements do not 
include all disclosures required by generally accepted accounting 
principles. However, we have recorded all transactions and adjustments 
necessary to fairly present the financial statements included in this 
Form 10-Q.  The adjustments made are normal and recurring. The following 
notes describe only the material changes in accounting policies, account 
details or financial statement notes during the first three months of 
1999. Therefore, please read these financial statements and notes to the 
financial statements together with the audited financial statements and 
notes to financial statements in our 1998 Form 10-K.  The income 
statements for the three months ended March 31, 1999, cannot necessarily 
be used to project results for the full year.

Note 2. Notes Payable

     The indenture for the 8 1/4% Convertible Subordinated Notes 
requires us to make an offer to purchase the notes if a "change in 
control" occurs. The purchase price is the total of the par value plus 
accrued interest through the date of purchase. In December 1998, we 
replaced our two classes of common stock with one class of common stock. 
The indenture defined this transaction as a "change in control," and we 
made an offer to purchase the notes. In February 1999, we repurchased 
$32.4 million of the notes outstanding following this offer. Of the 
total amount of notes purchased by us in February 1999, we classified 
$8.4 million as a short-term liability and the remainder as a long-term 
liability because we refinanced this portion with long-term debt. 

     In February 1999, we replaced our existing line of credit with a 
new line of credit from a different bank. The new line of credit with a 
$50.0 million facility and a borrowing base of $32.0 million expires in 
2003. We pledged our oil and gas properties as collateral for the new 
line of credit. We will accrue and pay interest at varying rates based 
on premiums of from 1.625 to 2.375 percentage points over the London 
Interbank Offered Rates. On February 24, 1999, we borrowed $24.5 million 
on this line of credit and used the proceeds to buy a portion of the 
convertible notes.

Note 3. Related Party Transactions

     The following information about related party transactions includes 
the transactions between Remington Oil and Gas Corporation and S-Sixteen 
Holding Company and its subsidiaries prior to the merger of the two 
companies in December 1998. Before the merger, S-Sixteen Holding Company 
owned approximately 57% of Remington's voting common stock. The primary 
operating subsidiary, CKB Petroleum, Inc., owns an undivided interest in 
a pipeline that transports oil from our South Pass blocks, offshore Gulf 
of Mexico, to Venice, Louisiana. For the three months ended March 31, 
1998, we paid transportation costs to CKB Petroleum, Inc. totaling 
$844,000. In addition, Remington received interest income totaling 
$159,000 and principal payments totaling $547,000 from S-Sixteen Holding 
Company during the first quarter of 1998.

Note 4. Contingencies

Phillips Petroleum Litigation

     We are engaged in litigation with Phillips Petroleum Company 
concerning the Net Profits interest in South Pass block 89. In this 
dispute, Phillips contends that pursuant to its 33% Net Profits interest 
in South Pass block 89, it was entitled to receive an overriding royalty 
for months in which "net profits" were not achieved; that an excessive 
oil transportation fee was being charged to the Net Profits account; and 
that the entire $69.6 million cash payment that had been received by OKC 
Limited Partnership (our predecessor) from the 1990 settlement of 
previous litigation between Texas Eastern and us, should have been 
credited to the Net Profits account instead of the $5.8 million that was 
credited. On the latter claim, Phillips seeks to receive in excess of 
$21.5 million, while on the first two claims Phillips alleged aggregate 
damages of several million dollars. In addition, Phillips, under the 
Louisiana Mineral Code, is seeking double damages and cancellation of 
the farm-out agreement that created the Net Profits interest. We denied 
Phillips' claims and defended ourselves during a non-jury trial in April 
1997. At trial, we asserted a counterclaim that Phillips had breached a 
settlement agreement regarding previous litigation, and we sought to 
recover damages in excess of $10.0 million.

     In August 1998, the trial court ruled in the litigation. In its 
ruling, the court awarded Phillips $1.6 million plus interest for its 
overriding royalty claim and $9.3 million plus interest for its claim on 
the 1990 settlement. The trial court dismissed Phillips' claim of 
excessive transportation charges and its claims for double damages and 
lease cancellation. The trial court also dismissed our counterclaim. In 
October 1998, the trial court finalized its judgment. We have filed an 
appeal on the overriding royalty claim of the judgment. The trial court 
has required that we post a bond in order to prevent Phillips from 
executing on the judgment pending appeal. The amount of the bond is 
$18.0 million, 50% of which is collateralized by cash and a letter of 
credit. During the pendency of the appeal, simple interest will continue 
to accrue on the $10.9 million judgment. Phillips has filed an appeal of 
all adverse portions of the judgment.

     In connection with the proceeds from the termination of the Texas 
Eastern gas sales contract, we filed a declaratory judgment action 
against Phillips in federal district court in Dallas, Texas. In the 
action we asked the court to declare that none of the $49.8 million we 
received from the contract termination is owed to Phillips under the 
farm-out agreement. In existing litigation in Collin County, Texas, 
addressing the same issues that have been adjudicated by the Louisiana 
court, Phillips has filed a counterclaim asserting that the proceeds of 
the termination agreement should be credited to the Net Profits account. 
In response to Phillips counterclaim, we have filed an amended petition 
seeking a declaratory judgment that the termination proceeds need not be 
credited to the Net Profits account. We agreed to dismiss our federal 
court action, and the Collin County action is stayed pending resolution 
of the Louisiana appeal. Certain possible outcomes of our current 
litigation with Phillips Petroleum Company could have a material adverse 
effect on Remington.

Minority Shareholders Litigation

     Two individuals own a combined 5.8824% in two of our subsidiaries, 
CKB Petroleum, Inc. and CKB & Associates, Inc. The two subsidiaries were 
acquired when we merged with S-Sixteen Holding Company in December 1998. 
The minority interest liability reflects their percentage of the total 
combined equity in the two subsidiaries. Before the merger, the two 
shareholders, who are former officers of the companies, filed suit 
against S-Sixteen Holding Company and the two subsidiaries. In this suit 
the plaintiffs allege that from 1981 to the present the defendants 
wasted and/or misappropriated CKB Petroleum's corporate assets by paying 
excessive and unreasonable salaries, bonuses and expenses, and by making 
bogus loans and cash advances. The plaintiffs believe that the court 
should reclassify these "improper" expenditures as "constructive" 
dividends and that they should receive a pro-rata share of such 
dividends. In addition, the plaintiffs also seek an equitable order from 
the court compelling us to buy out their interest. We will vigorously 
defend against all of these claims.

Minerals Management Service Issues

     During the first quarter of 1999, the Minerals Management Service 
informed us of certain audit issues. The issues involve alleged 
underpaid royalties on the November 1990 gas contract settlement, the 
use of FERC-approved tariffs for oil transportation allowances from our 
South Pass blocks, and alleged underpaid crude oil royalties on our 
South Pass blocks. We responded to their audit issue letters. In our 
responses to the MMS's audit issue letters, we expressed our 
disagreement with the positions set forth in their letters. In April 
1999, the MMS issued orders to pay additional royalties related to two 
of the issues. We intend to file Notices of Appeal and post the required 
appeal bonds. In order to obtain the bonds, we have provided to the 
surety additional collateral in the amount of $1.8 million cash. We 
believe that we have meritorious defenses in these matters and intend to 
vigorously defend against the orders. Certain possible outcomes of these 
proceedings could have a material adverse effect on Remington.

     We have no other material pending legal proceedings other than the 
litigation mentioned above.

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations

     The following discussion will assist in the understanding our 
financial position and results of operations. The information below 
should be read in conjunction with the financial statements, the related 
notes to financial statements and our Form 10-K for the year ended 
December 31, 1998. 

     Our discussion contains both historical and forward-looking 
information. We assess the risks and uncertainties about our business, 
long-term strategy, and financial condition before we make any forward-
looking statements, but we cannot guarantee that our assessment is 
accurate or that our goals and projections can or will be met. 
Statements concerning results of future exploration, exploitation, 
development and acquisition expenditures as well as expense and reserve 
levels are forward-looking statements. We make assumptions about 
commodity prices, drilling results, production costs, administrative 
expenses and interest costs that we believe are reasonable based on 
currently available information of known facts and trends. 

     This discussion is primarily an update to the Management's 
Discussion and Analysis of Financial Condition and Results of Operations 
included in the 1998 Form 10-K.  We recommend that you read this 
discussion in conjunction with the Form 10-K.  

     Our long-term strategy is to increase shareholder value by 
economically increasing reserves, production, and cash flow on an annual 
basis. At the same time, we believe it is important to maintain a strong 
balance sheet by keeping our total debt at a manageable level. We will 
balance our capital expenditures, financed primarily by operating cash 
flow and bank debt, among exploration, development, and acquisitions. 

Liquidity and Capital Resources

     On March 31, 1999, our current liabilities exceeded our current 
assets by $7.7 million. Excluding the Phillips judgment payable from 
current liabilities and the related restricted cash and cash equivalents 
from the current assets, results in our current assets exceeding our 
current liabilities by $1.6 million. From December 31, 1998 to March 31, 
1999, our current assets decreased by $15.5 million. Current assets 
decreased primarily because we used cash to purchase a portion of the   
8 1/4% Convertible Subordinated Notes and our capital expenditures 
exceeded cash flow from operations during the first quarter of 1999.

     Because of the merger and the exchange of our common stock in 
December 1998, we were required to offer to purchase any tendered 8 1/4% 
Convertible Subordinated Notes. Of the $38.4 million outstanding at 
December 31, 1998, we were required to purchase $32.4 million on 
February 25, 1999. We refinanced $24.0 million of the purchase with a 
long-term bank line of credit and used cash to purchase the remaining 
$8.4 million of the tendered notes.

     Cash flow from operations decreased by $3.8 million primarily 
because of lower oil and gas revenues during the first quarter of 1999. 
Gas sales decreased by $3.7 million or 50%. Gas production from South 
Pass block 89 was 233,000 Mcf lower during the first three months of 
1999 compared to the same period in the prior year.  The decrease in 
production, which resulted from natural depletion of the reserves, 
caused gas sales to be $2.0 million lower in 1999. In addition, the 
average price received for gas from this block decreased from $8.68 per 
Mcf during the first quarter of 1998 to $2.11 during the first quarter 
of 1999 because in August 1998 we terminated the gas sales contract that 
covered gas produced from this block. The lower average prices decreased 
gas sales by $1.6 million. Oil prices, which averaged $9.15 per barrel 
during the first quarter of 1999, were $3.60 per barrel lower compared 
to the first quarter of 1998. 

     During the first quarter of 1999, we incurred capital expenditures 
totaling $7.2 million. The capital expenditures included drilling a side 
track on Main Pass block 262, starting the fourth exploration well on 
Eugene Island block 135, completing High Island block 86 well #1 and 
drilling two exploration wells in South Texas. During the second quarter 
of 1999, we will incur costs to complete the two South Texas wells, 
complete well D-9, continue drilling the Eugene Island block 135 well, 
and begin drilling wells on several other prospects in the Gulf of 
Mexico and Gulf Coast areas. 

     In February 1999, we replaced our existing line of credit with a 
new line of credit from a different bank. The new line of credit with a 
borrowing base of $32.0 million expires in 2003. We pledged our oil and 
gas properties as collateral for the new line of credit. On February 24, 
1999, we borrowed $24.5 million on this line of credit and used the 
majority of the proceeds to buy a portion of the convertible notes. At 
March 31, 1999, we had $5.5 million of unused borrowing base on the line 
of credit. The bank will review the borrowing base semi-annually and may 
increase or decrease the borrowing base relative to the redetermined 
estimate of proved oil and gas reserves.

Year 2000 Issue

     The year 2000 issue relates to computer programs written with two 
digits defining a year rather than four. Computer programs that have 
date-sensitive software may recognize a date using "00" as the year 1900 
instead of 2000 or not at all.  This inability to recognize or properly 
treat the year 2000 may cause a breakdown of both information technology 
and non-information technology systems and cause these systems to 
process critical financial and operational information incorrectly. We 
have assessed and continue to assess the year 2000 issue and its impact 
on us, our partners, suppliers, vendors and customers. The year 2000 
issue has a potential impact on us in several areas including, among 
others, the ability to be paid for our oil and gas production, the 
operations of the producing properties in which we hold an interest, the 
ability to pay our vendors and suppliers, and the management of our 
financial assets including cash and securities held with financial 
institutions.

     We currently receive payment for the majority of our oil and gas 
production from two sources. While these two sources are currently 
studying the year 2000 issue in order to develop systems to prevent 
problems in payment processing, they have informed us that manual backup 
systems exist so that even in the event that the computer software 
fails, such failure would not result in a material delay in our 
receiving payment for oil and gas production.

     During the first quarter of 1999, we operated one of our oil and 
gas properties. The property was not commercial, therefore, we have not 
developed contingency plans relating to the year 2000 issue concerning 
the operation of this property. We do not believe that any problem 
relating to the year 2000 issue on this property will have a material 
impact on our operations. The operators of our other properties are, 
however, studying the year 2000 issue in connection with both the 
information technology and non-information technology aspects of 
operating the oil and gas properties. These operators have informed us 
that they will develop systems sufficient to address any problems that 
may arise. In addition the operators have informed us that manual back-
up systems exist in the event the computer software fails to adequately 
address any problems. If, in the future, we act as operator on any other 
oil or gas property, we anticipate that we will provide for adequate 
systems to address any year 2000 issue.

     We continue to assess our current oil and gas accounting system and 
network operating software to determine if they are year 2000 compliant. 
The company that provides our oil and gas accounting software has 
informed us that that the system is year 2000 compliant. In June 1999, 
we will assess our network system and individual computers and make any 
repairs or upgrades as required at that time. In the event that the 
network operating system fails due to a year 2000 problem, we believe 
that our accounting system can operate on a stand-alone basis. We do not 
believe that the year 2000 issue will materially affect our ability to 
pay our vendors and suppliers or track our assets in the custody of 
financial institutions. We do not believe that the cost of our 
preparations or upgrades for any year 2000 issues or problems will be 
material.

Results of Operations

     Oil sales decreased $1.6 million during the three months ended 
March 31, 1999, compared to the same period in the prior year. The 
average sales price decreased from $12.75 per barrel to $9.15 per barrel 
causing oil sales to be $1.2 million lower during the first quarter of 
1999 compared to the first quarter of 1998. Total oil production 
decreased by approximately 41,000 barrels which decreased the oil 
revenues for the first quarter of 1999 by another $375,000 when compared 
to the prior year. The decrease in oil production occurred primarily on 
South Pass block 87 because production was shut down to mobilize the 
drilling rig on the platform and because of natural depletion of the oil 
reservoir.

     Gas sales decreased $3.7 million during the first quarter of 1999 
when compared to the first quarter of 1998. During the first quarter of 
1998, we sold gas from South Pass block 89 at an average price of $8.68 
per Mcf under a gas sales contract compared to an average sales price of 
$2.11 per Mcf during the first quarter of 1999. The lower average sales 
price caused gas sales to be $1.6 million lower while a 233,000 Mcf 
decrease in production from this block caused gas sales to be $2.0 
million lower. The decrease in gas production from South Pass block 89 
resulted from the depletion of this reservoir. Excluding South Pass 
block 89, our gas production for the first quarter of 1999 increased by 
179,000 Mcf. This increase was offset by lower average gas prices. Our 
other offshore Gulf of Mexico properties accounted for the increase in 
gas production.

     Transportation expense decreased by $709,000 during the first 
quarter of 1999 because we purchased CKB Petroleum, Inc. in December 
1998. CKB Petroleum, Inc. owns a partial interest in the pipeline that 
transports oil from our offshore South Pass block to onshore Louisiana. 
Net profits expense decreased by $1.4 million because of the lower oil 
and gas revenue on South Pass block 89.

     Exploration expense increased by $2.6 million because of dry hole 
costs incurred during the first quarter of 1999 when we drilled a 
sidetrack to an exploratory well on Main Pass block 262. The sidetrack 
did not encounter commercial oil or gas reserves. Depreciation, 
depletion and amortization expense decreased $1.6 million during the 
first quarter of 1999 because of lower property costs subject to 
depreciation, depletion and amortization on South Pass block 89. In 
addition, oil and gas reserves on other offshore properties increased 
which lowered the depreciation, depletion and amortization rate. The 
lower depreciable basis on South Pass block 89 resulted from impairment 
charges incurred in 1998 after we terminated our long-term gas sales 
contract.

     Interest and financing expense increased because we accelerated the 
amortization of the offering costs on the 8 1/4% convertible 
subordinated notes after we purchased approximately 85% of the 
outstanding notes in February 1999.

Item 3. Quantitative and Qualitative Disclosures about Market Risk 

     Our market risk sensitive instrument at March 31, 1999, is a 
revolving line of credit from a bank. At March 31, 1999, the unpaid 
principal balance under the line was $26.5 million. The interest rate on 
this debt is sensitive to market fluctuations, however, we do not 
believe that significant fluctuations in the market rate of interest 
have a material effect on our consolidated financial position, results 
of operations, or cash flow from operations.

<PAGE>

PART II OTHER INFORMATION

Item 1. Legal Proceedings

     Incorporated herein by reference is the discussion of litigation 
set forth in Part I, Item 1, Notes to the Financial Statements - Note 4. 
Contingencies of this Form 10-Q. 

Item 2. Changes in Securities

     None

Item 3. Defaults upon Senior Securities

     None

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

     None

Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

     2.0+++    Agreement and Plan of Merger dated as of June 22, 1998, 
by and between Remington Oil and Gas Corporation and S-Sixteen Holding 
Company.

     3.1*      Certificate of Incorporation, as amended.

     3.2.1+++  Certificate of Amendment of Certificate of Incorporation 
of Remington Oil and Gas Corporation.

     3.3###    By-Laws as amended.

     4.1*      Form of Indenture Box Energy Corporation to United States 
Trust Company of New York, Trustee, dated December 1, 1992, 8 1/4% 
Convertible Subordinated Notes due December 1, 2002.

     10.1*     Farmout Agreement with Aminoil USA, Inc., effective May 
1, 1977, dated May 9, 1977.

     10.2*     Transportation Agreement with CKB Petroleum, Inc. dated 
March 1, 1985, as amended on April 19, 1989.

     10.3*     Agreement of Compromise and Amendment to Farmout 
Agreement dated July 3, 1989.

     10.4*     1992 Incentive Stock Option Plan of Box Energy 
Corporation.

     10.5**    Pension Plan of Box Energy Corporation, effective April 
16, 1992.

     10.6#     First Amendment to the Pension Plan of Box Energy 
Corporation dated December 16, 1993.

     10.7##    Second Amendment to the Pension Plan of Box Energy 
Corporation dated December 31, 1994.

     10.8+     Form of Executive Severance Agreement dated as of 
December 12, 1995 by and between Box Energy Corporation and key 
employees.

     10.9+     Form of Letter Agreement regarding severance benefits 
dated as of December 12, 1995 by and between Box Energy Corporation and 
employees not covered by Executive Severance Agreements.
 
     10.10***  Amended and Restated Promissory Note between Box Energy 
Corporation and Box Brothers Holding Company.

     10.11***  Amended and Restated Pledge Agreement between Box Energy 
Corporation and Box Brothers Holding Company.

     10.12++   Agreement by and between Box Energy Corporation and James 
A. Watt.

     10.13***  Box Energy Corporation Severance Plan.

     10.14***  Box Energy Corporation 1997 Stock Option Plan.

     10.15***  Box Energy Corporation Non-Employee Director Stock 
Purchase Plan.

     10.16***  Form of Executive Employment Agreement, effective August 
29, 1997, by and between Box Energy Corporation and two executive 
officers.

     11.1      Statement regarding Computation of Income per share.

     27        Financial Data Schedule

(b)  No Forms 8-K were filed during the quarter ended March 31, 1999.

---------------

     *     Incorporated by reference to the Company's Registration 
Statement on Form S-2 (file number 33-52156) filed with the Commission 
and effective on December 1, 1992.

     **    Incorporated by reference to the Company's Form 10-K (file 
number 0-19967) for the fiscal year ended December 31, 1992 filed with 
the Commission and effective on or about March 30, 1993.

     #     Incorporated by reference to the Company's Form 10-K (file 
number 0-19967) for the fiscal year ended December 31, 1993 filed with 
the Commission and effective on or about March 30, 1994.

     ##    Incorporated by reference to the Company's Form 10-K (file 
number 0-19967) for the fiscal year ended December 31, 1994 filed with 
the Commission and effective on or about March 30, 1995.

     +     Incorporated by reference to the Company's Form 10-K (file 
number 0-19967) for the fiscal year ended December 31, 1995 filed with 
the Commission and effective on or about April 1, 1996.

     ++    Incorporated by reference to the Company's Form 10-Q (file 
number 1-11516) for the fiscal quarter ended June 30, 1997 filed with 
the Commission and effective on or about August 12, 1997

     ***   Incorporated by reference to the Company's Form 10-K (file 
number 1-11516) for the fiscal year ended December 31, 1997 filed with 
the Commission and effective on or about March 30, 1998.

     +++   Incorporated by reference to the Company's Registration 
Statement on Form S-4 (file number 333-61513) filed with the Commission 
and effective on November 27, 1998.

     ###   Incorporated by reference to the Company's Form 10-K (file 
number 1-11516) for the fiscal year ended December 31, 1998 filed with 
the Commission and effective on or about March 30, 1999. 


<PAGE>


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.

                               REMINGTON OIL AND GAS CORPORATION



Date:     May 14, 1999         By:   (James A. Watt) 
         -----------------         ---------------------------------
                               James A. Watt
                               President and Chief Executive Officer



Date:    May 14, 1999          By:   (J. Burke Asher) 
        ------------------         ---------------------------------
                                J. Burke Asher
                                Vice President/Finance