##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington DC 20549


Form 10-Q

|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|           |  | For the quarterly period ended March 31,
    2004                                           
|          
|or        
|          
|o          |  | 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 incorporation or organization) |  | (IRS employer
    identification no.)

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 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 þ          No o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Exchange
Act).     Yes þ          No o

There were 27,020,801 outstanding shares of
Common Stock, $0.01 par value, on April 26, 2004.



---






---










REMINGTON OIL AND GAS CORPORATION

INDEX

|                                             |         |                                                          |                                                                                               |      |   |    | 
|-------------------------------------------- | ------- | -------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---- | - | -- | 
|                                             |         |                                                          |                                                                                               | Page
|                                             |         |                                                          |                                                                                               |     
|PART I FINANCIAL
    INFORMATION            
|                                             | Item 1. |                                                          | Financial
    Statements                                                                      |      |   | 2  | 
|                                             |         | Condensed Consolidated
    Balance Sheets                |                                                                                               |      | 2 |   
|                                             |         | Condensed Consolidated
    Statements of Income          |                                                                                               |      | 3 |   
|                                             |         | Condensed Consolidated
    Statements of Cash Flows      |                                                                                               |      | 4 |   
|                                             |         | Notes to Condensed
    Consolidated Financial Statements |                                                                                               |      | 5 |   
|                                             | 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 | 
|                                             | Item 4. |                                                          | Controls and
    Procedures                                                                   |      |   | 10 | 
|PART II OTHER
    INFORMATION               
|                                             | Item 1. |                                                          | Legal
    Proceedings                                                                         |      |   | 11 | 
|                                             | Item 2. |                                                          | Changes in Securities and
    Use of Proceeds                                                 |      |   | 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 | 
|SIGNATURES                                   |         |                                                          | 13                                                                                            |     
|Certification of CEO Pursuant to Section 302
|Certification of PFO Pursuant to Section 302
|Certification of CEO Pursuant to Section 906
|Certification of PFO Pursuant to Section 906





1



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##### Table of Contents






PART I     FINANCIAL
INFORMATION






|        |                     
|------- | --------------------
|Item 1. | Financial Statements

REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |          |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | ------- | ------------ | - | - | ------- | -------- | -
|                                               |                                                                                                                                                                                                                     | March 31,             |         | December 31,
|                                               |                                                                                                                                                                                                                     | 2004                  |         | 2003        
|                                               |                                                                                                                                                                                                                     |                       |         |             
|                                               |                                                                                                                                                                                                                     | (Unaudited)           |         |             
|                                               |                                                                                                                                                                                                                     |                      
|                                               |                                                                                                                                                                                                                     | (In thousands, except
|                                               |                                                                                                                                                                                                                     | share data)          
|ASSETS                                        
|Current assets                                 |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|                                               | Cash and cash equivalents                                                                                                                                                                                           |                       | $       | 22,069       |   |   | $       | 31,408   |  
|                                               | Accounts receivable                                                                                                                                                                                                 |                       |         | 49,760       |   |   |         | 43,004   |  
|                                               | Prepaid drilling costs                                                                                                                                                                                              |                       |         | 346          |   |   |         | 476      |  
|                                               | Prepaid expenses and other current assets                                                                                                                                                                           |                       |         | 3,045        |   |   |         | 2,370    |  
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total current assets                           |                                                                                                                                                                                                                     |                       | 75,220  |              |   |   | 77,258  |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Properties                                     |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|                                               | Oil and gas properties (successful-efforts method)                                                                                                                                                                  |                       |         | 634,947      |   |   |         | 609,599  |  
|                                               | Other properties                                                                                                                                                                                                    |                       |         | 2,961        |   |   |         | 3,450    |  
|                                               | Accumulated depreciation, depletion and
    amortization                                                                                                                                                            |                       |         | (347,437     | ) |   |         | (333,011 | )
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total properties                               |                                                                                                                                                                                                                     |                       | 290,471 |              |   |   | 280,038 |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Other assets                                   |                                                                                                                                                                                                                     |                       | 1,883   |              |   |   | 2,089   |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total assets                                   |                                                                                                                                                                                                                     | $                     | 367,574 |              |   | $ | 359,385 |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|                                              
|LIABILITIES AND STOCKHOLDERS
    EQUITY      
|Current liabilities                            |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|                                               | Accounts payable and accrued liabilities                                                                                                                                                                            |                       | $       | 56,427       |   |   | $       | 58,266   |  
|                                               | Note payable                                                                                                                                                                                                        |                       |         | 45           |   |   |         | 45       |  
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total current liabilities                      |                                                                                                                                                                                                                     |                       | 56,472  |              |   |   | 58,311  |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Long-term liabilities                          |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|                                               | Notes payable                                                                                                                                                                                                       |                       |         | 10,000       |   |   |         | 18,000   |  
|                                               | Asset retirement obligation                                                                                                                                                                                         |                       |         | 13,131       |   |   |         | 12,446   |  
|                                               | Deferred income taxes                                                                                                                                                                                               |                       |         | 34,628       |   |   |         | 28,751   |  
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total long-term liabilities                    |                                                                                                                                                                                                                     |                       | 57,759  |              |   |   | 59,197  |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total liabilities                              |                                                                                                                                                                                                                     |                       | 114,231 |              |   |   | 117,508 |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Commitments and contingencies
    (Note 6)     |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Stockholders equity                           |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|                                               | Preferred stock, $.01 par value,
    25,000,000 shares authorized, no shares outstanding                                                                                                                            |                       |         |             |   |   |         |         |  
|                                               | Common stock, $.01 par value,
    100,000,000 shares authorized, 27,047,160 shares
    issued and 27,012,801 shares outstanding in 2004,
    26,946,768 shares issued and 26,912,409 shares
    outstanding in 2003 |                       |         | 270          |   |   |         | 269      |  
|                                               | Additional paid-in capital                                                                                                                                                                                          |                       |         | 121,848      |   |   |         | 120,925  |  
|                                               | Restricted common stock                                                                                                                                                                                             |                       |         | 2,370        |   |   |         | 3,156    |  
|                                               | Unearned compensation                                                                                                                                                                                               |                       |         | (1,341       | ) |   |         | (1,668   | )
|                                               | Retained earnings                                                                                                                                                                                                   |                       |         | 130,196      |   |   |         | 119,195  |  
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total stockholders equity                     |                                                                                                                                                                                                                     |                       | 253,343 |              |   |   | 241,877 |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         
|Total liabilities and stockholders
    equity |                                                                                                                                                                                                                     | $                     | 367,574 |              |   | $ | 359,385 |         
|                                               |                                                                                                                                                                                                                     |                       |         |              |   |   |         |         

See accompanying Notes to Condensed Consolidated
Financial Statements.

2



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF
INCOME


|                           |                                          |                       |        |        |  |   |        |        | 
|-------------------------- | ---------------------------------------- | --------------------- | ------ | ------ |  | - | ------ | ------ | 
|                           |                                          |                      
|                           |                                          | Three Months Ended   
|                           |                                          | March 31,            
|                           |                                          |                      
|                           |                                          | 2004                  |        | 2003  
|                           |                                          |                       |        |       
|                           |                                          |                      
|                           |                                          | (Unaudited)          
|                           |                                          |                      
|                           |                                          | (In thousands, except
|                           |                                          | per share amounts)   
|Revenues                   |                                          |                       |        |        |  |   |        |       
|                           | Oil sales                                |                       | $      | 13,943 |  |   | $      | 13,653 | 
|                           | Gas sales                                |                       |        | 32,114 |  |   |        | 28,651 | 
|                           | Other income                             |                       |        | 106    |  |   |        | 33     | 
|                           |                                          |                       |        |        |  |   |        |       
|Total revenues             |                                          |                       | 46,163 |        |  |   | 42,337 |       
|                           |                                          |                       |        |        |  |   |        |       
|Costs and expenses         |                                          |                       |        |        |  |   |        |       
|                           | Operating                                |                       |        | 6,048  |  |   |        | 4,392  | 
|                           | Exploration                              |                       |        | 5,764  |  |   |        | 7,098  | 
|                           | Depreciation, depletion and amortization |                       |        | 15,146 |  |   |        | 10,757 | 
|                           | General and administrative               |                       |        | 1,922  |  |   |        | 1,710  | 
|                           | Interest and financing                   |                       |        | 228    |  |   |        | 400    | 
|                           |                                          |                       |        |        |  |   |        |       
|Total costs and expenses   |                                          |                       | 29,108 |        |  |   | 24,357 |       
|                           |                                          |                       |        |        |  |   |        |       
|Income before income taxes |                                          |                       | 17,055 |        |  |   | 17,980 |       
|                           | Income tax expense                       |                       |        | 6,054  |  |   |        | 6,293  | 
|                           |                                          |                       |        |        |  |   |        |       
|Net income                 |                                          | $                     | 11,001 |        |  | $ | 11,687 |       
|                           |                                          |                       |        |        |  |   |        |       
|Basic income per share     |                                          | $                     | 0.41   |        |  | $ | 0.44   |       
|                           |                                          |                       |        |        |  |   |        |       
|Diluted income per share   |                                          | $                     | 0.39   |        |  | $ | 0.42   |       
|                           |                                          |                       |        |        |  |   |        |       

See accompanying Notes to Condensed Consolidated
Financial Statements.

3



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                |                                                  |                                                                  |        |         |         |   |        |         |         |  
|----------------------------------------------- | ------------------------------------------------ | ---------------------------------------------------------------- | ------ | ------- | ------- | - | ------ | ------- | ------- | -
|                                                |                                                  |                                                                 
|                                                |                                                  | Three Months Ended                                              
|                                                |                                                  | March 31,                                                       
|                                                |                                                  |                                                                 
|                                                |                                                  | 2004                                                             |        | 2003   
|                                                |                                                  |                                                                  |        |        
|                                                |                                                  |                                                                 
|                                                |                                                  | (Unaudited)                                                     
|                                                |                                                  | (In thousands)                                                  
|Cash flow provided by operations                |                                                  |                                                                  |        |         |         |   |        |        
|                                                | Net income                                       |                                                                  | $      | 11,001  |         |   | $      | 11,687  |        
|                                                | Adjustments to reconcile net income              |                                                                  |        |         |         |   |        |         |        
|                                                |                                                  | Depreciation, depletion and amortization                         |        |         | 15,146  |   |        |         | 10,757  |  
|                                                |                                                  | Deferred income taxes                                            |        |         | 6,054   |   |        |         | 6,293   |  
|                                                |                                                  | Amortization of deferred charges                                 |        |         | 46      |   |        |         | 64      |  
|                                                |                                                  | Dry hole and impairment costs                                    |        |         | 5,855   |   |        |         | 6,745   |  
|                                                |                                                  | Cash paid for dismantlement                                      |        |         | (22     | ) |        |         | (296    | )
|                                                |                                                  | Stock based compensation                                         |        |         | 362     |   |        |         | 419     |  
|                                                | Changes in working capital                       |                                                                  |        |         |         |   |        |         |        
|                                                |                                                  | (Increase) in accounts receivable                                |        |         | (6,754  | ) |        |         | (14,733 | )
|                                                |                                                  | (Increase) in prepaid expenses and other current
    assets      |        |         | (387    | ) |        |         | (2,549  | )
|                                                |                                                  | Increase (decrease) in accounts payable and
    accrued expenses |        |         | (1,839  | ) |        |         | 6,617   |  
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|                                                | Net cash flow provided by operations             |                                                                  |        | 29,462  |         |   |        | 25,004  |        
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|                                                | Cash from investing activities                   |                                                                  |        |         |         |   |        |         |        
|                                                |                                                  | Capital expenditures                                             |        |         | (30,727 | ) |        |         | (24,614 | )
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|                                                | Net cash (used in) investing
    activities      |                                                                  |        | (30,727 | )       |   |        | (24,614 | )      
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|                                                | Cash from financing activities                   |                                                                  |        |         |         |   |        |         |        
|                                                |                                                  | Payments on notes payable and other long-term
    payables       |        |         | (8,000  | ) |        |         | (267    | )
|                                                |                                                  | Common stock issued                                              |        |         | 162     |   |        |         | 63      |  
|                                                |                                                  | Purchase of treasury stock                                       |        |         | (236    | ) |        |         | (301    | )
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|                                                | Net cash (used in) financing
    activities      |                                                                  |        | (8,074  | )       |   |        | (505    | )      
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|Net (decrease) in cash and cash
    equivalents |                                                  |                                                                  | (9,339 | )       |         |   | (115   | )      
|                                                | Cash and cash equivalents at beginning of period |                                                                  |        | 31,408  |         |   |        | 14,929  |        
|                                                |                                                  |                                                                  |        |         |         |   |        |        
|Cash and cash equivalents at end of
    period  |                                                  | $                                                                | 22,069 |         |         | $ | 14,814 |        
|                                                |                                                  |                                                                  |        |         |         |   |        |        

See accompanying Notes to Condensed Consolidated
Financial Statements.

4



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS




|        |                                                  
|------- | -------------------------------------------------
|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 the offshore Gulf of Mexico and the 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 2004. 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 2003 Form 10-K. The income statements for
the three months ended March 31, 2004, cannot necessarily
be used to project results for the full year. We have made
certain reclassifications to prior year financial statements in
order to conform to current year presentations.



|        |                     
|------- | --------------------
|Note 2. | Net Income per Share

|                                                                      |  |                       |        |      |  |   |        | 
|--------------------------------------------------------------------- |  | --------------------- | ------ | ---- |  | - | ------ | 
|                                                                      |  |                      
|                                                                      |  | Three Months Ended   
|                                                                      |  | March 31,            
|                                                                      |  |                      
|                                                                      |  | 2004                  |        | 2003
|                                                                      |  |                       |        |     
|                                                                      |  |                      
|                                                                      |  | (In thousands, except
|                                                                      |  | per share amounts)   
|Net income                                                            |  | $                     | 11,001 |      |  | $ | 11,687 | 
|                                                                      |  |                       |        |      |  |   |        | 
|Basic income per share                                                |  | $                     | 0.41   |      |  | $ | 0.44   | 
|                                                                      |  |                       |        |      |  |   |        | 
|Diluted income per share                                              |  | $                     | 0.39   |      |  | $ | 0.42   | 
|                                                                      |  |                       |        |      |  |   |        | 
|Weighted average common stock                                         |  |                       | 26,975 |      |  |   | 26,340 | 
|Dilutive stock options outstanding (treasury
    stock method)        |  |                       | 991    |      |  |   | 1,259  | 
|Restricted common stock grant                                         |  |                       | 195    |      |  |   | 371    | 
|                                                                      |  |                       |        |      |  |   |        | 
|Total weighted average common shares for diluted
    income per share |  |                       | 28,161 |      |  |   | 27,970 | 
|                                                                      |  |                       |        |      |  |   |        | 

5



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|        |                         
|------- | ------------------------
|Note 3. | Stock Based Compensation

The following table summarizes relevant
information as to the reported results under our intrinsic value
method of accounting for stock awards; with supplemental
information as if the fair value recognition provisions of
SFAS No. 123 had been applied:

|                                                                                                                               |                          |                    |     |        |  |   |     |        | 
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------ | ------------------ | --- | ------ |  | - | --- | ------ | 
|                                                                                                                               |                          |                   
|                                                                                                                               |                          | Three Months Ended
|                                                                                                                               |                          | March 31,         
|                                                                                                                               |                          |                   
|                                                                                                                               |                          | 2004               |     | 2003  
|                                                                                                                               |                          |                    |     |       
|                                                                                                                               |                          |                   
|                                                                                                                               |                          | (In thousands,    
|                                                                                                                               |                          | except per share  
|                                                                                                                               |                          | amounts)          
|As reported:                                                                                                                   |                          |                    |     |        |  |   |     |       
|                                                                                                                               | Net income               |                    | $   | 11,001 |  |   | $   | 11,687 | 
|                                                                                                                               | Basic income per share   |                    | $   | 0.41   |  |   | $   | 0.44   | 
|                                                                                                                               | Diluted income per share |                    | $   | 0.39   |  |   | $   | 0.42   | 
|Stock based compensation (net of tax at statutory
    rate of 35%) included in net income as reported                          |                          | $                  | 235 |        |  | $ | 272 |       
|Stock based compensation (net of tax at statutory
    rate of 35%) if using the fair value method as applied to all
    awards |                          | $                  | 941 |        |  | $ | 746 |       
|Pro forma (if using the fair value method applied
    to all awards):                                                          |                          |                    |     |        |  |   |     |       
|                                                                                                                               | Net income               |                    | $   | 10,295 |  |   | $   | 11,213 | 
|                                                                                                                               | Basic income per share   |                    | $   | 0.38   |  |   | $   | 0.43   | 
|                                                                                                                               | Diluted income per share |                    | $   | 0.37   |  |   | $   | 0.40   | 
|Weighted average shares used in computation                                                                                    |                          |                    |     |        |  |   |     |       
|                                                                                                                               | Basic                    |                    |     | 26,975 |  |   |     | 26,340 | 
|                                                                                                                               | Diluted                  |                    |     | 28,161 |  |   |     | 27,970 | 



|        |                 
|------- | ----------------
|Note 4. | Pension Benefits



| |                                                     
| | ----------------------------------------------------
| | Components of Net Periodic Pension Benefit
    Cost.

|                                              |  |                 |      |      |  |   |     |  
|--------------------------------------------- |  | --------------- | ---- | ---- |  | - | --- | -
|                                              |  |                
|                                              |  | Three Months   
|                                              |  | Ended March 31,
|                                              |  |                
|                                              |  | 2004            |      | 2003
|                                              |  |                 |      |     
|                                              |  |                
|                                              |  | (In thousands) 
|Service cost                                  |  | $               | 148  |      |  | $ | 103 |  
|Interest cost on projected benefit obligation |  |                 | 93   |      |  |   | 81  |  
|Expected return on plan assets                |  |                 | (118 | )    |  |   | (88 | )
|Recognized net actuarial loss                 |  |                 | 39   |      |  |   | 39  |  
|Amortization of prior service costs           |  |                 | 1    |      |  |   | 1   |  
|                                              |  |                 |      |      |  |   |     |  
|Net periodic pension benefit costs            |  | $               | 163  |      |  | $ | 136 |  
|                                              |  |                 |      |      |  |   |     |  



| |                       
| | ----------------------
| | Employer Contributions

We disclosed in our financial statements for the
year ended December 31, 2003, that we do not expect to make
a contribution to the plans in 2004. During the three months
ended March 31, 2004, we made no contributions to the
plans. At this time we do not expect to make a contribution for
2004.

6



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



|        |              
|------- | -------------
|Note 5. | Notes Payable

As of March 31, 2004, our credit facility of
$150.0 million had a borrowing base of $100.0 million.
Interest only is payable quarterly through May 3, 2006, at
which time the line expires and all principal becomes due,
unless the line is extended or renegotiated. As of
April 26, 2004, we had $10.0 million borrowed under
the facility. The banks review the borrowing base semi-annually
and may decrease or propose an increase in the borrowing base
relative to a redetermined estimate of proved oil and gas
reserves. Our oil and gas properties are pledged as collateral
for the line of credit. Additionally, we have agreed not to pay
dividends.



|        |              
|------- | -------------
|Note 6. | Contingencies

We have no material pending legal proceedings.

7



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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|Item 2. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations

The following discussion will assist in
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, 2003.

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.

This discussion is primarily an update to the
Managements Discussion and Analysis of Financial Condition
and Results of Operations included in our 2003 Form 10-K.
We recommend that you read this discussion in conjunction with
that Form 10-K.

Our long-term strategy is to increase our oil and
gas reserves and production while keeping our finding and
development costs and operating costs (on a per Mcf equivalent
(Mcfe) basis) competitive with our industry peers. We will
implement this strategy through drilling exploratory and
development wells from our inventory of available prospects that
we have evaluated for geologic and mechanical risk and future
reserve or resource potential. Our drilling program will contain
some high risk/high reserve potential opportunities as well as
some lower risk/lower reserve potential opportunities, in order
to achieve a balanced program of reserve and production growth.
Success of this strategy is contingent on various risk factors,
as discussed in our filings with the Securities and Exchange
Commission.

Liquidity and Capital Resources

The following table summarizes our contractual
obligations and commercial commitments as of March 31, 2004.

|                        |                              |                        |   |           |        |       |   |       |       |         |   |        |        |  |   |     |     |  |   |   |   | 
|----------------------- | ---------------------------- | ---------------------- | - | --------- | ------ | ----- | - | ----- | ----- | ------- | - | ------ | ------ |  | - | --- | --- |  | - | - | - | 
|                        |                              |                       
|                        |                              | Payments Due by Period
|                        |                              |                       
|                        |                              |                        |   | Less Than |        | 1-3   |   | 4-5   |       | After  
|                        |                              | Total                  |   | 1 Year    |        | Years |   | Years |       | 5 Years
|                        |                              |                        |   |           |        |       |   |       |       |        
|                        |                              |                       
|                        |                              | (In thousands)        
|Contractual obligations |                              |                        |   |           |        |       |   |       |       |         |   |        |        |  |   |     |     |  |   |  
|                        | Bank debt                    |                        | $ | 10,000    |        |       | $ |      |       |         | $ | 10,000 |        |  | $ |    |     |  | $ |  |  
|                        | Interest and financing costs |                        |   | 1,399     |        |       |   | 645   |       |         |   | 754    |        |  |   |    |     |  |   |  |  
|                        | Other note payable           |                        |   | 45        |        |       |   | 45    |       |         |   |       |        |  |   |    |     |  |   |  |  
|                        | Office lease                 |                        |   | 1,917     |        |       |   | 441   |       |         |   | 984    |        |  |   | 492 |     |  |   |  |  
|                        |                              |                        |   |           |        |       |   |       |       |         |   |        |        |  |   |     |     |  |   |  
|                        |                              | Total                  |   | $         | 13,361 |       |   | $     | 1,131 |         |   | $      | 11,738 |  |   | $   | 492 |  |   | $ |  | 
|                        |                              |                        |   |           |        |       |   |       |       |         |   |        |        |  |   |     |     |  |   |  

On March 31, 2004, our current assets
exceeded our current liabilities by $18.7 million. Our
current ratio was 1.33 to 1. From December 31, 2003, to
March 31, 2004, our current assets decreased by
$2.0 million due primarily to capital expenditures and
retirement of bank debt, partially offset by increased accounts
receivable.

Cash flow from operations increased by
$4.5 million, or 18%, primarily because of higher oil and
gas revenues during the first quarter of 2004 compared to the
first quarter of 2003. Gas sales increased by $3.5 million,
or 12%, and oil sales increased by $290,000, or 2%. The
increases in sales revenue related primarily to higher gas
production and higher average oil prices during the first
quarter of 2004, partially offset by lower average gas prices
compared to the prior year.

During the first quarter of 2004, our capital
expenditures totaled $30.7 million primarily in the Gulf of
Mexico where we incurred costs to drill and complete wells and
fabricate and install new platforms and facilities. We have
budgeted $104.0 million for capital expenditures during
2004. This capital and exploration

8



---



##### Table of Contents



budget includes $56.0 million for 29
exploratory wells, $21.0 million for offshore platforms and
development drilling, and $27.0 million for workovers and
property and seismic acquisitions. Our capital budget assumes no
exploratory completions or follow-up development activities on
new discoveries. If we continue historical success rates, our
budget will increase to $140.0 million to
$150.0 million for the full year. We expect that our cash,
estimated future cash flow from operations, and available bank
line of credit will be adequate to fund these expenditures for
the remainder of 2004.


If our exploratory drilling results in
significant new discoveries, we will have to acquire additional
capital in order to finance the completion, development, and
potential additional opportunities generated by our success. We
believe that, because of the additional reserves resulting from
the exploratory success and our record of reserve growth in
recent years, we will be able to acquire sufficient additional
capital through additional bank financing and/or offerings of
debt or equity securities.

As of March 31, 2004, our credit facility of
$150.0 million had a borrowing base of $100.0 million.
Interest only is payable quarterly through May 3, 2006, at
which time the line expires and all principal becomes due,
unless the line is extended or renegotiated. As of
April 26, 2004, we had $10.0 million borrowed under
the facility. The banks review the borrowing base semi-annually
and may decrease or propose an increase in the borrowing base
relative to a redetermined estimate of proved oil and gas
reserves. Our oil and gas properties are pledged as collateral
for the line of credit. Additionally, we have agreed not to pay
dividends.

Results of Operations

The following table reflects oil and gas
revenues, production, and prices during the first quarter of
2004 compared to the first quarter of 2003.

|                                                 |                             |                        |        |            |   |      |     |    |  |   |        |  | 
|------------------------------------------------ | --------------------------- | ---------------------- | ------ | ---------- | - | ---- | --- | -- |  | - | ------ |  | 
|                                                 |                             |                       
|                                                 |                             | Three Months Ended    
|                                                 |                             | March 31,             
|                                                 |                             |                       
|                                                 |                             |                        |        | % Increase |   |     
|                                                 |                             | 2004                   |        | (Decrease) |   | 2003
|                                                 |                             |                        |        |            |   |     
|                                                 |                             |                       
|                                                 |                             | (Dollars in thousands,
|                                                 |                             | except unit prices)   
|Oil production volume (MBbls)                    |                             |                        | 413    |            |   |      | (3  | )% |  |   | 426    | 
|Oil sales revenue                                |                             | $                      | 13,943 |            |   |      | 2   | %  |  | $ | 13,653 | 
|Price per barrel                                 |                             | $                      | 33.76  |            |   |      | 5   | %  |  | $ | 32.05  | 
|Increase (decrease) in oil sales revenue due to: |                             |                        |        |            |   |      |     |    |  |   |        | 
|                                                 | Change in prices            |                        | $      | 728        |   |      |     |    |  |   |        |  | 
|                                                 | Change in production volume |                        |        | (438       | ) |      |     |    |  |   |        |  | 
|                                                 |                             |                        |        |            |   |      |     |    |  |   |        | 
|Total increase in oil sales revenue              |                             | $                      | 290    |            |   |      |     |    |  |   |        | 
|                                                 |                             |                        |        |            |   |      |     |    |  |   |        | 
|Gas production volume (MMcf)                     |                             |                        | 5,592  |            |   |      | 24  | %  |  |   | 4,505  | 
|Gas sales revenue                                |                             | $                      | 32,114 |            |   |      | 12  | %  |  | $ | 28,651 | 
|Price per Mcf                                    |                             | $                      | 5.74   |            |   |      | (10 | )% |  | $ | 6.36   | 
|Increase (decrease) in gas sales revenue due to: |                             |                        |        |            |   |      |     |    |  |   |        | 
|                                                 | Change in prices            |                        | $      | (2,793     | ) |      |     |    |  |   |        |  | 
|                                                 | Change in production volume |                        |        | 6,256      |   |      |     |    |  |   |        |  | 
|                                                 |                             |                        |        |            |   |      |     |    |  |   |        | 
|Total increase in gas sales revenue              |                             | $                      | 3,463  |            |   |      |     |    |  |   |        | 
|                                                 |                             |                        |        |            |   |      |     |    |  |   |        | 
|Total production Mcfe                            |                             |                        | 8,070  |            |   |      | 14  | %  |  |   | 7,061  | 
|Price per Mcfe                                   |                             | $                      | 5.71   |            |   |      | (4  | )% |  | $ | 5.99   | 

Oil sales revenue increased by $290,000, or 2%,
because of higher average oil prices partially offset by
slightly lower oil production. Natural depletion of existing
properties was partially offset by an increase of
55,000 barrels of oil production from new properties in the
offshore Gulf of Mexico.

9



---



##### Table of Contents



Gas sales revenue increased by $3.5 million,
or 12%, because total gas production increased by 1.1 Bcf,
or 24%, which increased gas sales revenues by $6.3 million.
Lower average gas prices partially offset the increased gas
sales revenue from the higher production. Average gas prices
decreased from $6.36 per Mcf in the first quarter of 2003
to $5.74 per Mcf, or 10%, for the same quarter in 2004,
causing gas sales revenues to decrease by $2.8 million.

The following table presents certain expense
items per Mcf equivalent (Mcfe) of production. (Barrels of oil
are converted to Mcfe at a ratio of one barrel equals six Mcf.)

|                                                                              |  |              |      |      |  |   |      | 
|----------------------------------------------------------------------------- |  | ------------ | ---- | ---- |  | - | ---- | 
|                                                                              |  |             
|                                                                              |  | Three Months
|                                                                              |  | Ended       
|                                                                              |  | March 31,   
|                                                                              |  |             
|                                                                              |  | 2004         |      | 2003
|                                                                              |  |              |      |     
|Operating costs and expenses                                                  |  | $            | 0.75 |      |  | $ | 0.62 | 
|Depreciation, depletion and amortization                                      |  | $            | 1.88 |      |  | $ | 1.52 | 
|General and administrative expense*                                           |  | $            | 0.24 |      |  | $ | 0.24 | 
|Interest and financing expense                                                |  | $            | 0.03 |      |  | $ | 0.06 | 
|                                                                              |  |              |      |      |  |   |      | 
|* Stock based compensation included in
    general and administrative expense |  | $            | 0.04 |      |  | $ | 0.06 | 

Operating expenses increased by $1.7 million
during the first quarter of 2004 compared to the prior year
primarily because of workover operations on our Eugene Island
Block 148 property during March 2004. In addition, we added
new producing properties since the first quarter of 2003.
Exploration expenses decreased by $1.3 million due to lower
dry hole expense incurred during the first quarter of 2004
compared to 2003. Depreciation, depletion, and amortization
including the amortization and accretion of the asset retirement
obligation increased by $4.4 million, or 41%, primarily due
to increased production from new producing properties and
downward oil and gas reserve revisions as of January 1,
2004.

General and administrative expenses did not
change significantly. Interest and financing costs decreased due
to a decrease in the total debt outstanding and lower weighted
average rates. Income tax expense did not change significantly
between the first quarter of 2004 and the first quarter of 2003.
However, the effective rate increased slightly to provide for
state income taxes.






|        |                                                               
|------- | --------------------------------------------------------------
|Item 3. | Quantitative and Qualitative Disclosures
    About Market Risk



| |                   
| | ------------------
| | Interest Rate Risk

Our revolving bank line of credit is sensitive to
changes in interest rates. At March 31, 2004, the unpaid
principal balance under the line was $10.0 million which
approximates its fair value. The interest rate on this debt is
based on a premium of 150 to 225 basis points over the
London Interbank Offered Rate (Libor). The rate is
reset periodically, usually every three months. If on
March 31, 2004, Libor changed by one full percentage point
(100 basis points) the fair value of our revolving debt
would change by approximately $25,000. We have not entered into
any interest rate hedging contracts.



| |                     
| | --------------------
| | Commodity Price Risk

A vast majority of our production is sold on the
spot markets. Accordingly, we are at risk for the volatility in
the commodity prices inherent in the oil and gas industry.
Occasionally we sell forward portions of our production under
physical delivery contracts that by their terms cannot be
settled in cash or other financial instruments. Such contracts
are not subject to the provisions of Statement of Financial
Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities.
Accordingly, we do not provide sensitivity analysis for such
contracts. We do not currently have any such contracts in place.






|        |                        
|------- | -----------------------
|Item 4. | Controls and Procedures

As of the end of the period covered by this
report, our management, including our Chief Executive Officer
and our Principal Financial Officer, evaluated the effectiveness
of our disclosure controls and

10



---



##### Table of Contents



procedures as defined in Exchange Act
Rule 13a-15(e). Based on that evaluation, our management,
including the Chief Executive Officer and the Principal
Financial Officer, concluded that our disclosure controls and
procedures were effective as of the end of the period covered by
this report. Further, during the period covered by this report,
there was no significant change in internal controls over
financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control
over financial reporting.





PART II     OTHER
INFORMATION






|        |                  
|------- | -----------------
|Item 1. | Legal Proceedings

We have no material pending legal proceedings.






|        |                                              
|------- | ---------------------------------------------
|Item 2. | Changes in Securities and Use of
    Proceeds

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:

| |    |        |  |                                                                                                                                                
| | -- | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1#    |  | Certificate of Amendment of Certificate of
    Incorporation of Remington Oil and Gas Corporation.                                             
| | 3  | .3###  |  | By-Laws as amended.                                                                                                                            
| | 10 | .1***  |  | Pension Plan of Remington Oil and Gas Corporation
    as Amended and Restated Effective January 1, 2000.                                       
| | 10 | .2***  |  | Amendment Number One to the Pension Plan of
    Remington Oil and Gas Corporation.                                                             
| | 10 | .3###  |  | Amendment Number Two to the Pension Plan of
    Remington Oil and Gas Corporation.                                                             
| | 10 | .4###  |  | Amendment Number Three to the Pension Plan of
    Remington Oil and Gas Corporation.                                                           
| | 10 | .5##   |  | Amendment Number Four to the Pension Plan of
    Remington Oil and Gas Corporation.                                                            
| | 10 | .6*    |  | Box Energy Corporation Severance Plan.                                                                                                         
| | 10 | .7   |  | Box Energy Corporation 1997 Stock Option
    Plan. (as amended June 17, 1999 and May 23, 2001)                                                 
| | 10 | .8*    |  | Box Energy Corporation Non-Employee Director
    Stock Purchase Plan                                                                           
| | 10 | .9    |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and two executive officers.
| | 10 | .10   |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and an executive officer.  
| | 10 | .11**  |  | Employment Agreement effective January 31,
    2000, by and between Remington Oil and Gas Corporation and James
    A. Watt.                   
| | 10 | .12### |  | Form of Employment Agreement effective
    April 30, 2002, by and between Remington Oil and Gas
    Corporation and an executive officer.      
| | 10 | .13**  |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                      

11



---



##### Table of Contents



| |    |       |  |                                                                                                                                                                                     
| | -- | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .14** |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                                                           
| | 10 | .15** |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                                                              
| | 10 | .16** |  | Form of Amendment to Contingent Stock Grant
    Agreement  Employees.                                                                                                              
| | 31 | .1 |  | Certification of James A. Watt, Chief Executive
    Officer, as required pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                             
| | 31 | .2 |  | Certification of J. Burke Asher, Principal
    Financial Officer, as required pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002.                                        
| | 32 | .1 |  | Certification of James A. Watt, Chief Executive
    Officer, pursuant to 18 U.S.C. Section 1350, as
    required pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     
| | 32 | .2 |  | Certification of J. Burke Asher, Principal
    Financial Officer, pursuant to 18 U.S.C. Section 1350,
    as required pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.

(b) Reports on Form 8-K



| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On March 5, 2004 we filed a form 8-K
    including our press release for Financial and Operating Results
    for the Fourth Quarter and Full Year 2003 under Item 12.
    Results of Operations and Financial Condition.



---



|    |  |                                                                                                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   |  | 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 on
    March 30, 1998.       
|   
|**  |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 1999 filed with the Commission on
    March 29, 2000.       
|   
|*** |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2001 filed with the Commission on
    March 21, 2002.       
|   
|#   |  | 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 year ended
    December 31, 2002, filed with the Commission on
    March 31, 2003.             
|   
|   |  | Incorporated by reference to the Companys
    Form 10-Q (file number 1-11516) for the fiscal quarter
    ended September 30, 1999 filed with the Commission on
    November 12, 1999.
|   
|  |  | Incorporated by reference to the Companys
    Form 10-Q (file number 1-11516) for the fiscal quarter
    ended September 30, 2001 filed with the Commission on
    November 9, 2001. 
|   
|##  |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2003 filed with the Commission on
    March 11, 2004.       
|   
| |  | Filed herewith.                                                                                                                                                                       

12



---



##### Table of Contents






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



| |     |                  
| | --- | -----------------
| | By: | /s/ JAMES A. WATT

| |                                          
| | -----------------------------------------
| |                                          
| | James A. Watt                            
| | President and Chief Executive
    Officer

Date: April 27, 2004



| |     |                   
| | --- | ------------------
| | By: | /s/ J. BURKE ASHER

| |                       
| | ----------------------
| |                       
| | J. Burke Asher        
| | Vice President/Finance

Date: April 27, 2004

13



---



##### Table of Contents



INDEX TO EXHIBITS

| |    |        |  |                                                                                                                                                                                     
| | -- | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1#    |  | Certificate of Amendment of Certificate of
    Incorporation of Remington Oil and Gas Corporation.                                                                                  
| | 3  | .3###  |  | By-Laws as amended.                                                                                                                                                                 
| | 10 | .1***  |  | Pension Plan of Remington Oil and Gas Corporation
    as Amended and Restated Effective January 1, 2000.                                                                            
| | 10 | .2***  |  | Amendment Number One to the Pension Plan of
    Remington Oil and Gas Corporation.                                                                                                  
| | 10 | .3###  |  | Amendment Number Two to the Pension Plan of
    Remington Oil and Gas Corporation.                                                                                                  
| | 10 | .4###  |  | Amendment Number Three to the Pension Plan of
    Remington Oil and Gas Corporation.                                                                                                
| | 10 | .5##   |  | Amendment Number Four to the Pension Plan of
    Remington Oil and Gas Corporation.                                                                                                 
| | 10 | .6*    |  | Box Energy Corporation Severance Plan.                                                                                                                                              
| | 10 | .7   |  | Box Energy Corporation 1997 Stock Option
    Plan. (as amended June 17, 1999 and May 23, 2001)                                                                                      
| | 10 | .8*    |  | Box Energy Corporation Non-Employee Director
    Stock Purchase Plan                                                                                                                
| | 10 | .9    |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and two executive officers.                                     
| | 10 | .10   |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and an executive officer.                                       
| | 10 | .11**  |  | Employment Agreement effective January 31,
    2000, by and between Remington Oil and Gas Corporation and James
    A. Watt.                                                        
| | 10 | .12### |  | Form of Employment Agreement effective
    April 30, 2002, by and between Remington Oil and Gas
    Corporation and an executive officer.                                           
| | 10 | .13**  |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                                                           
| | 10 | .14**  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                                                           
| | 10 | .15**  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                                                              
| | 10 | .16**  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Employees.                                                                                                              
| | 31 | .1  |  | Certification of James A. Watt, Chief Executive
    Officer, as required pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                             
| | 31 | .2  |  | Certification of J. Burke Asher, Principal
    Financial Officer, as required pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002.                                        
| | 32 | .1  |  | Certification of James A. Watt, Chief Executive
    Officer, pursuant to 18 U.S.C. Section 1350, as
    required pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     
| | 32 | .2  |  | Certification of J. Burke Asher, Principal
    Financial Officer, pursuant to 18 U.S.C. Section 1350,
    as required pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.



---



|    |  |                                                                                                                                                                                       
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   |  | 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 on
    March 30, 1998.       
|   
|**  |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 1999 filed with the Commission on
    March 29, 2000.       
|   
|*** |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2001 filed with the Commission on
    March 21, 2002.       
|   
|#   |  | 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 year ended
    December 31, 2002, filed with the Commission on
    March 31, 2003.             
|   
|   |  | Incorporated by reference to the Companys
    Form 10-Q (file number 1-11516) for the fiscal quarter
    ended September 30, 1999 filed with the Commission on
    November 12, 1999.
|   
|  |  | Incorporated by reference to the Companys
    Form 10-Q (file number 1-11516) for the fiscal quarter
    ended September 30, 2001 filed with the Commission on
    November 9, 2001. 
|   
|##  |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2003 filed with the Commission on
    March 11, 2004.       
|   
| |  | Filed herewith.