##### 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 June 30,
    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 27,529,891 outstanding shares of
Common Stock, $0.01 par value, on July 27,
2004.



---






---










REMINGTON OIL AND GAS CORPORATION

TABLE OF CONTENTS

|                                                             |  |                                                                                               |    |      |    | 
|------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------- | -- | ---- | -- | 
|                                                             |  |                                                                                               |    | Page
|                                                             |  |                                                                                               |    |     
|PART I, FINANCIAL
    INFORMATION                            |  |                                                                                               | 2  |     
|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                                |    |      | 11 | 
|Item 4.                                                      |  | Controls and
    Procedures                                                                   |    |      | 11 | 
|                                                            
|PART II, OTHER
    INFORMATION                               |  |                                                                                               | 12 |     
|Item 1.                                                      |  | Legal
    Proceedings                                                                         |    |      | 12 | 
|Item 2.                                                      |  | Changes in Securities and
    Use of Proceeds                                                 |    |      | 12 | 
|Item 3.                                                      |  | Defaults upon Senior
    Securities                                                           |    |      | 12 | 
|Item 4.                                                      |  | Submission of Matters to
    a Vote of Security Holders                                       |    |      | 12 | 
|Item 5.                                                      |  | Other
    Information                                                                         |    |      | 13 | 
|Item 6.                                                      |  | Exhibits and Reports on
    Form 8-K                                                          |    |      | 13 | 
|Certification of James A. Watt Pursuant to Section 302      
|Certification of Frank T. Smith, Jr. Pursuant to Section 302
|Certification of James A. Watt Pursuant to Section 906      
|Certification of Frank T. Smith, Jr. Pursuant to Section 906





1



---



##### Table of Contents






PART I, FINANCIAL INFORMATION






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

REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED BALANCE
SHEETS


|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |          |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------- | ------------ | - | - | ------- | -------- | -
|                                               |                                                                                                                                                                                                                     | June 30,           |         | December 31,
|                                               |                                                                                                                                                                                                                     | 2004               |         | 2003        
|                                               |                                                                                                                                                                                                                     |                    |         |             
|                                               |                                                                                                                                                                                                                     | (Unaudited)        |         |             
|                                               |                                                                                                                                                                                                                     |                   
|                                               |                                                                                                                                                                                                                     | (In thousands,    
|                                               |                                                                                                                                                                                                                     | except share data)
|ASSETS                                        
|Current assets                                 |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Cash and cash equivalents                                                                                                                                                                                           |                    | $       | 38,051       |   |   | $       | 31,408   |  
|                                               | Accounts receivable                                                                                                                                                                                                 |                    |         | 53,643       |   |   |         | 43,004   |  
|                                               | Prepaid expenses and other current assets                                                                                                                                                                           |                    |         | 2,579        |   |   |         | 2,846    |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total current assets                           |                                                                                                                                                                                                                     |                    | 94,273  |              |   |   | 77,258  |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Properties                                     |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Oil and natural gas properties
    (successful-efforts method)                                                                                                                                                      |                    |         | 664,662      |   |   |         | 609,599  |  
|                                               | Other properties                                                                                                                                                                                                    |                    |         | 2,999        |   |   |         | 3,450    |  
|                                               | Accumulated depreciation, depletion and
    amortization                                                                                                                                                            |                    |         | (364,827     | ) |   |         | (333,011 | )
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total properties                               |                                                                                                                                                                                                                     |                    | 302,834 |              |   |   | 280,038 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Other assets                                   |                                                                                                                                                                                                                     |                    | 1,681   |              |   |   | 2,089   |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total assets                                   |                                                                                                                                                                                                                     | $                  | 398,788 |              |   | $ | 359,385 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                              
|LIABILITIES AND STOCKHOLDERS
    EQUITY      
|                                              
|Current liabilities                            |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Accounts payable and accrued liabilities                                                                                                                                                                            |                    | $       | 60,829       |   |   | $       | 58,266   |  
|                                               | Short-term notes payable                                                                                                                                                                                            |                    |         | 45           |   |   |         | 45       |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total current liabilities                      |                                                                                                                                                                                                                     |                    | 60,874  |              |   |   | 58,311  |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Long-term liabilities                          |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Notes payable                                                                                                                                                                                                       |                    |         | 10,000       |   |   |         | 18,000   |  
|                                               | Asset retirement obligation                                                                                                                                                                                         |                    |         | 13,656       |   |   |         | 12,446   |  
|                                               | Deferred income tax liability                                                                                                                                                                                       |                    |         | 40,689       |   |   |         | 28,751   |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total long-term liabilities                    |                                                                                                                                                                                                                     |                    | 64,345  |              |   |   | 59,197  |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total liabilities                              |                                                                                                                                                                                                                     |                    | 125,219 |              |   |   | 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, 27,550,250 shares
    issued and 27,515,891 shares outstanding in 2004,
    26,946,768 shares issued and 26,912,409 shares
    outstanding in 2003 |                    |         | 275          |   |   |         | 269      |  
|                                               | Additional paid-in capital                                                                                                                                                                                          |                    |         | 127,552      |   |   |         | 120,925  |  
|                                               | Restricted common stock                                                                                                                                                                                             |                    |         | 1,573        |   |   |         | 3,156    |  
|                                               | Unearned compensation                                                                                                                                                                                               |                    |         | (1,013       | ) |   |         | (1,668   | )
|                                               | Retained earnings                                                                                                                                                                                                   |                    |         | 145,182      |   |   |         | 119,195  |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total stockholders equity                     |                                                                                                                                                                                                                     |                    | 273,569 |              |   |   | 241,877 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total liabilities and stockholders
    equity |                                                                                                                                                                                                                     | $                  | 398,788 |              |   | $ | 359,385 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         

See accompanying Notes to Condensed Consolidated
Financial Statements.

2



---



##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF
INCOME


|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |        | 
|------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | ------ | ---------------- |  | ---- | ------ | ------ |  | - | ------- | ------ |  | - | ------ | ------ | 
|                                                  |                                          |                                          |        |                 
|                                                  |                                          | Three Months Ended                       |        | Six Months Ended
|                                                  |                                          | June 30,                                 |        | June 30,        
|                                                  |                                          |                                          |        |                 
|                                                  |                                          | 2004                                     |        | 2003             |  | 2004 |        | 2003  
|                                                  |                                          |                                          |        |                  |  |      |        |       
|                                                  |                                          |                                         
|                                                  |                                          | (Unaudited)                             
|                                                  |                                          |                                         
|                                                  |                                          | (In thousands, except per-share amounts)
|Revenues                                          |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|                                                  | Gas sales                                |                                          | $      | 42,713           |  |      | $      | 33,196 |  |   | $       | 74,826 |  |   | $      | 61,847 | 
|                                                  | Oil sales                                |                                          |        | 15,552           |  |      |        | 12,584 |  |   |         | 29,494 |  |   |        | 26,237 | 
|                                                  | Other income                             |                                          |        | 119              |  |      |        | 223    |  |   |         | 225    |  |   |        | 256    | 
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Total revenues                                    |                                          |                                          | 58,384 |                  |  |      | 46,003 |        |  |   | 104,545 |        |  |   | 88,340 |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Costs and expenses                                |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|                                                  | Operating                                |                                          |        | 6,028            |  |      |        | 5,277  |  |   |         | 12,076 |  |   |        | 9,669  | 
|                                                  | Exploration                              |                                          |        | 4,878            |  |      |        | 6,115  |  |   |         | 10,406 |  |   |        | 13,017 | 
|                                                  | Depreciation, depletion and amortization |                                          |        | 17,617           |  |      |        | 12,792 |  |   |         | 32,763 |  |   |        | 23,549 | 
|                                                  | Impairment                               |                                          |        | 4,750            |  |      |        | 251    |  |   |         | 4,986  |  |   |        | 447    | 
|                                                  | General and administrative               |                                          |        | 1,625            |  |      |        | 2,214  |  |   |         | 3,547  |  |   |        | 3,924  | 
|                                                  | Interest and financing                   |                                          |        | 250              |  |      |        | 485    |  |   |         | 478    |  |   |        | 885    | 
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Total costs and expenses                          |                                          |                                          | 35,148 |                  |  |      | 27,134 |        |  |   | 64,256  |        |  |   | 51,491 |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Income before income taxes                        |                                          |                                          | 23,236 |                  |  |      | 18,869 |        |  |   | 40,289  |        |  |   | 36,849 |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|                                                  | Income tax expense                       |                                          |        | 8,248            |  |      |        | 6,605  |  |   |         | 14,302 |  |   |        | 12,898 | 
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Net income                                        |                                          | $                                        | 14,988 |                  |  | $    | 12,264 |        |  | $ | 25,987  |        |  | $ | 23,951 |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Basic income per share                            |                                          | $                                        | 0.55   |                  |  | $    | 0.46   |        |  | $ | 0.96    |        |  | $ | 0.91   |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Diluted income per share                          |                                          | $                                        | 0.53   |                  |  | $    | 0.44   |        |  | $ | 0.92    |        |  | $ | 0.86   |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Weighted average shares outstanding
    (Basic)   |                                          |                                          | 27,287 |                  |  |      | 26,536 |        |  |   | 27,131  |        |  |   | 26,436 |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       
|Weighted average shares outstanding
    (Diluted) |                                          |                                          | 28,218 |                  |  |      | 27,844 |        |  |   | 28,190  |        |  |   | 27,910 |       
|                                                  |                                          |                                          |        |                  |  |      |        |        |  |   |         |        |  |   |        |       

See accompanying Notes to Condensed Consolidated
Financial Statements.

3



---



##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                         |                                                         |                                                                      |        |         |         |   |        |         |         |  
|-------------------------------------------------------- | ------------------------------------------------------- | -------------------------------------------------------------------- | ------ | ------- | ------- | - | ------ | ------- | ------- | -
|                                                         |                                                         |                                                                     
|                                                         |                                                         | Six Months Ended                                                    
|                                                         |                                                         | June 30,                                                            
|                                                         |                                                         |                                                                     
|                                                         |                                                         | 2004                                                                 |        | 2003   
|                                                         |                                                         |                                                                      |        |        
|                                                         |                                                         |                                                                     
|                                                         |                                                         | (Unaudited)                                                         
|                                                         |                                                         | (In thousands)                                                      
|Cash flow provided by operations                         |                                                         |                                                                      |        |         |         |   |        |        
|                                                         | Net income                                              |                                                                      | $      | 25,987  |         |   | $      | 23,951  |        
|                                                         | Adjustments to reconcile net income                     |                                                                      |        |         |         |   |        |         |        
|                                                         |                                                         | Depreciation, depletion and amortization                             |        |         | 32,763  |   |        |         | 23,549  |  
|                                                         |                                                         | Deferred income taxes                                                |        |         | 14,152  |   |        |         | 12,898  |  
|                                                         |                                                         | Amortization of deferred charges                                     |        |         | 91      |   |        |         | 116     |  
|                                                         |                                                         | Dry hole costs                                                       |        |         | 6,753   |   |        |         | 12,312  |  
|                                                         |                                                         | Impairment costs                                                     |        |         | 4,986   |   |        |         | 447     |  
|                                                         |                                                         | Cash paid for asset retirements                                      |        |         | (377    | ) |        |         | (614    | )
|                                                         |                                                         | Stock based compensation                                             |        |         | 732     |   |        |         | 792     |  
|                                                         | Changes in working capital                              |                                                                      |        |         |         |   |        |         |        
|                                                         |                                                         | (Increase) in accounts receivable                                    |        |         | (10,630 | ) |        |         | (6,223  | )
|                                                         |                                                         | Decrease (increase) in prepaid expenses and other
    current assets |        |         | 575     |   |        |         | (2,739  | )
|                                                         |                                                         | Increase (decrease) in accounts payable and
    accrued liabilities  |        |         | 2,563   |   |        |         | (1,273  | )
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|                                                         | Net cash flow provided by operations                    |                                                                      |        | 77,595  |         |   |        | 63,216  |        
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|                                                         | Cash from investing activities                          |                                                                      |        |         |         |   |        |         |        
|                                                         |                                                         | Payments for capital expenditures                                    |        |         | (65,711 | ) |        |         | (63,460 | )
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|                                                         | Net cash (used in) investing
    activities             |                                                                      |        | (65,711 | )       |   |        | (63,460 | )      
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|                                                         | Cash from financing activities                          |                                                                      |        |         |         |   |        |         |        
|                                                         |                                                         | Loan origination costs                                               |        |         |        |   |        |         | (293    | )
|                                                         |                                                         | Payments on notes payable and other long-term
    payables           |        |         | (8,000  | ) |        |         | (679    | )
|                                                         |                                                         | Common stock issued                                                  |        |         | 3,404   |   |        |         | 1,770   |  
|                                                         |                                                         | Treasury stock acquired and retired                                  |        |         | (645    | ) |        |         | (654    | )
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|                                                         | Net cash (used in) provided by financing
    activities |                                                                      |        | (5,241  | )       |   |        | 144     |        
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|Net increase (decrease) in cash and cash
    equivalents |                                                         |                                                                      | 6,643  |         |         |   | (100   | )      
|                                                         | Cash and cash equivalents at beginning of period        |                                                                      |        | 31,408  |         |   |        | 14,929  |        
|                                                         |                                                         |                                                                      |        |         |         |   |        |        
|Cash and cash equivalents at end of
    period           |                                                         | $                                                                    | 38,051 |         |         | $ | 14,829 |        
|                                                         |                                                         |                                                                      |        |         |         |   |        |        

See accompanying Notes to Condensed Consolidated
Financial Statements.

4



---



##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(Unaudited)


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
six 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 and six months ended June 30, 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                       |        | Six Months Ended
|                                                  |                                                                | June 30,                                 |        | June 30,        
|                                                  |                                                                |                                          |        |                 
|                                                  |                                                                | 2004                                     |        | 2003             |  | 2004 |        | 2003  
|                                                  |                                                                |                                          |        |                  |  |      |        |       
|                                                  |                                                                |                                         
|                                                  |                                                                | (In thousands, except per-share amounts)
|Net income for basic and diluted income per share |                                                                | $                                        | 14,988 |                  |  | $    | 12,264 |        |  | $ | 25,987 |        |  | $ | 23,951 |       
|Basic income per share                            |                                                                | $                                        | 0.55   |                  |  | $    | 0.46   |        |  | $ | 0.96   |        |  | $ | 0.91   |       
|                                                  |                                                                |                                          |        |                  |  |      |        |        |  |   |        |        |  |   |        |       
|Diluted income per share                          |                                                                | $                                        | 0.53   |                  |  | $    | 0.44   |        |  | $ | 0.92   |        |  | $ | 0.86   |       
|                                                  |                                                                |                                          |        |                  |  |      |        |        |  |   |        |        |  |   |        |       
|Weighted average common stock                     |                                                                |                                          |        |                  |  |      |        |        |  |   |        |        |  |   |        |       
|                                                  | Total shares for basic income per share                        |                                          |        | 27,287           |  |      |        | 26,536 |  |   |        | 27,131 |  |   |        | 26,436 | 
|                                                  | Dilutive stock options outstanding (treasury
    stock method) |                                          |        | 802              |  |      |        | 1,019  |  |   |        | 896    |  |   |        | 1,144  | 
|                                                  | Restricted stock grant                                         |                                          |        | 129              |  |      |        | 289    |  |   |        | 163    |  |   |        | 330    | 
|                                                  |                                                                |                                          |        |                  |  |      |        |        |  |   |        |        |  |   |        |       
|Total common shares for diluted income per share  |                                                                |                                          | 28,218 |                  |  |      | 27,844 |        |  |   | 28,190 |        |  |   | 27,910 |       
|                                                  |                                                                |                                          |        |                  |  |      |        |        |  |   |        |        |  |   |        |       
|Non-dilutive stock options outstanding            |                                                                |                                          | 1,033  |                  |  |      | 1,149  |        |  |   | 939    |        |  |   | 1,024  |       
|                                                  |                                                                |                                          |        |                  |  |      |        |        |  |   |        |        |  |   |        |       



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

Included in our general and administrative costs
is pre-tax stock based compensation expense (accounted for under
Accounting Principles Board Opinion 25) as follows:

|                         |  |                |     |            |  |      |     |      |  |   |     |  |  |   |     | 
|------------------------ |  | -------------- | --- | ---------- |  | ---- | --- | ---- |  | - | --- |  |  | - | --- | 
|                         |  |                |     |           
|                         |  | Three Months   |     | Six Months
|                         |  | Ended          |     | Ended     
|                         |  | June 30,       |     | June 30,  
|                         |  |                |     |           
|                         |  | 2004           |     | 2003       |  | 2004 |     | 2003
|                         |  |                |     |            |  |      |     |     
|                         |  |               
|                         |  | (In thousands)
|Stock based compensation |  | $              | 371 |            |  | $    | 372 |      |  | $ | 732 |  |  | $ | 792 | 

5



---



##### Table of Contents



REMINGTON OIL AND GAS CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 provision of
SFAS No. 123 had been applied:

|                                                                                                                               |                          |                                          |       |                  |  |      |     |        |  |   |       |        |  |   |       |        | 
|------------------------------------------------------------------------------------------------------------------------------ | ------------------------ | ---------------------------------------- | ----- | ---------------- |  | ---- | --- | ------ |  | - | ----- | ------ |  | - | ----- | ------ | 
|                                                                                                                               |                          |                                          |       |                 
|                                                                                                                               |                          | Three Months Ended                       |       | Six Months Ended
|                                                                                                                               |                          | June 30,                                 |       | June 30,        
|                                                                                                                               |                          |                                          |       |                 
|                                                                                                                               |                          | 2004                                     |       | 2003             |  | 2004 |     | 2003  
|                                                                                                                               |                          |                                          |       |                  |  |      |     |       
|                                                                                                                               |                          |                                         
|                                                                                                                               |                          | (In thousands, except per-share amounts)
|As reported:                                                                                                                   |                          |                                          |       |                  |  |      |     |        |  |   |       |        |  |   |       |       
|                                                                                                                               | Net income               |                                          | $     | 14,988           |  |      | $   | 12,264 |  |   | $     | 25,987 |  |   | $     | 23,951 | 
|                                                                                                                               | Basic income per share   |                                          | $     | 0.55             |  |      | $   | 0.46   |  |   | $     | 0.96   |  |   | $     | 0.91   | 
|                                                                                                                               | Diluted income per share |                                          | $     | 0.53             |  |      | $   | 0.44   |  |   | $     | 0.92   |  |   | $     | 0.86   | 
|Stock based compensation (net of tax at statutory
    rate of 35%) included in net income as reported                          |                          | $                                        | 241   |                  |  | $    | 242 |        |  | $ | 476   |        |  | $ | 515   |       
|Stock based compensation (net of tax at statutory
    rate of 35%) if using the fair value method as applied to all
    awards |                          | $                                        | 1,636 |                  |  | $    | 716 |        |  | $ | 3,270 |        |  | $ | 1,462 |       
|Pro forma (if using the fair value method applied
    to all awards):                                                          |                          |                                          |       |                  |  |      |     |        |  |   |       |        |  |   |       |       
|                                                                                                                               | Net income               |                                          | $     | 13,593           |  |      | $   | 11,790 |  |   | $     | 23,193 |  |   | $     | 23,004 | 
|                                                                                                                               | Basic income per share   |                                          | $     | 0.50             |  |      | $   | 0.44   |  |   | $     | 0.85   |  |   | $     | 0.87   | 
|                                                                                                                               | Diluted income per share |                                          | $     | 0.48             |  |      | $   | 0.42   |  |   | $     | 0.82   |  |   | $     | 0.82   | 
|Weighted average shares used in computation                                                                                    |                          |                                          |       |                  |  |      |     |        |  |   |       |        |  |   |       |       
|                                                                                                                               | Basic                    |                                          |       | 27,287           |  |      |     | 26,536 |  |   |       | 27,131 |  |   |       | 26,436 | 
|                                                                                                                               | Diluted                  |                                          |       | 28,218           |  |      |     | 27,844 |  |   |       | 28,190 |  |   |       | 27,910 | 



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



| |                                                     
| | ----------------------------------------------------
| | Components of Net Periodic Pension Benefit
    Costs

|                                               |  |                |      |            |  |      |     |      |  |   |      |   |  |   |      |  
|---------------------------------------------- |  | -------------- | ---- | ---------- |  | ---- | --- | ---- |  | - | ---- | - |  | - | ---- | -
|                                               |  |                |      |           
|                                               |  | Three Months   |      | Six Months
|                                               |  | Ended          |      | Ended     
|                                               |  | June 30,       |      | June 30,  
|                                               |  |                |      |           
|                                               |  | 2004           |      | 2003       |  | 2004 |     | 2003
|                                               |  |                |      |            |  |      |     |     
|                                               |  |               
|                                               |  | (In thousands)
|Service costs                                  |  | $              | 148  |            |  | $    | 103 |      |  | $ | 296  |   |  | $ | 206  |  
|Interest costs on projected benefit obligation |  |                | 93   |            |  |      | 81  |      |  |   | 187  |   |  |   | 162  |  
|Expected return on plan assets                 |  |                | (118 | )          |  |      | (88 | )    |  |   | (236 | ) |  |   | (176 | )
|Recognized net actuarial loss                  |  |                | 39   |            |  |      | 39  |      |  |   | 76   |   |  |   | 78   |  
|Amortization of prior service costs            |  |                | 1    |            |  |      | 1   |      |  |   | 2    |   |  |   | 2    |  
|                                               |  |                |      |            |  |      |     |      |  |   |      |   |  |   |      |  
|Net periodic pension benefit costs             |  | $              | 163  |            |  | $    | 136 |      |  | $ | 325  |   |  | $ | 272  |  
|                                               |  |                |      |            |  |      |     |      |  |   |      |   |  |   |      |  



| |                       
| | ----------------------
| | 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 six months ended
June 30, 2004, we made no contributions to the plans. At
this time we do not expect to make a contribution for 2004.

6



---



##### Table of Contents



REMINGTON OIL AND GAS CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



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

As of June 30, 2004, our credit facility of
$150.0 million had a borrowing base of $100.0 million.
Interest only is payable quarterly in arrears through
May 3, 2006, at which time the line expires and all
principal becomes due, unless the line is extended or
renegotiated. As of July 27, 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 their 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. | Commitments and Contingencies

We have no material pending legal proceedings.

7



---



##### Table of Contents








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

The following discussion will assist in the
understanding of 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 2003 Form 10-K.

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 assessments are
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 revenue, 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 the 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 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 potential. Our drilling program usually contains some
high risk/high reserve potential opportunities as well as some
lower risk/lower reserve potential opportunities, so as to
achieve a balanced program of reserve and production growth.
Success of this strategy is subject to various risk factors, as
discussed in our filings with the Securities and Exchange
Commission. We provide access to our filings through our
website, www.remoil.net.

Liquidity and Capital Resources

On June 30, 2004, our current assets
exceeded our current liabilities by $33.4 million. Our
current ratio was 1.55 to 1. During the first half of
2004 compared to the first half of 2003, net cash flow provided
by operations increased by $14.4 million, or 23%, primarily
because of higher oil and gas revenues. Oil and gas revenues
increased by $16.2 million, or 18%, because production
increased by 1.9 Bcfe (Bcf equivalents) and average prices
increased for both oil and gas.

Our capital expenditures totaled
$65.7 million during the first six months of 2004. We
incurred these expenditures primarily to drill and complete
wells and fabricate and install new platforms and facilities in
the Gulf of Mexico. We have budgeted $104.0 million for
capital expenditures during 2004. The capital and exploration
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. However, our capital and exploration
budget assumes no exploratory completions or follow-up
development activities on new discoveries. If our exploratory
drilling results in new discoveries, we will have to expend
additional capital for completion, development, and potential
additional opportunities generated by our success. If we
continue at our historical success rates, the 2004 capital
expenditures are estimated to be $140.0 million to
$150.0 million. We expect that our cash and estimated
future cash flow from operations will be adequate to fund these
expenditures for the remainder of 2004. In addition to our
existing cash and estimated cash flow from operations, we also
have a $150.0 million credit facility with an available
borrowing base of $90.0 million. We also have a
$200.0 million shelf registration that has been in effect
since December 2003 that allows us to issue common stock, debt
securities, preferred stock, and/or warrants.

8



---



##### Table of Contents



As of June 30, 2004, our credit facility had
a borrowing base of $100.0 million. As of July 27,
2004, we had $10.0 million borrowed under the facility.
Interest only is payable quarterly in arrears through
May 3, 2006. Unless the line is extended or renegotiated,
the line expires and all principal becomes due on that date. The
banks review the borrowing base semi-annually and may decrease
or propose an increase in the borrowing base relative to their
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. The
following table summarizes certain contractual obligations and
commercial commitments as of June 30, 2004.

|                        |                              |                |   |                        |        |           |   |           |       |         |   |        |        |  |   |     |     |  |   |   |   | 
|----------------------- | ---------------------------- | -------------- | - | ---------------------- | ------ | --------- | - | --------- | ----- | ------- | - | ------ | ------ |  | - | --- | --- |  | - | - | - | 
|                        |                              |                |   |                       
|                        |                              |                |   | Payments Due by Period
|                        |                              |                |   |                       
|                        |                              |                |   | Less Than              |        |           |   | After    
|                        |                              | Total          |   | 1 Year                 |        | 1-3 Years |   | 4-5 Years |       | 5 Years
|                        |                              |                |   |                        |        |           |   |           |       |        
|                        |                              |               
|                        |                              | (In thousands)
|Contractual obligations |                              |                |   |                        |        |           |   |           |       |         |   |        |        |  |   |     |     |  |   |  
|                        | Bank debt                    |                | $ | 10,000                 |        |           | $ |          |       |         | $ | 10,000 |        |  | $ |    |     |  | $ |  |  
|                        | Interest and financing costs |                |   | 1,271                  |        |           |   | 684       |       |         |   | 587    |        |  |   |    |     |  |   |  |  
|                        | Other payables               |                |   | 45                     |        |           |   | 45        |       |         |   |       |        |  |   |    |     |  |   |  |  
|                        | Office lease                 |                |   | 1,807                  |        |           |   | 454       |       |         |   | 984    |        |  |   | 369 |     |  |   |  |  
|                        |                              |                |   |                        |        |           |   |           |       |         |   |        |        |  |   |     |     |  |   |  
|                        |                              | Total          |   | $                      | 13,123 |           |   | $         | 1,183 |         |   | $      | 11,571 |  |   | $   | 369 |  |   | $ |  | 
|                        |                              |                |   |                        |        |           |   |           |       |         |   |        |        |  |   |     |     |  |   |  

Results of Operations

We achieved net income for the three months ended
June 30, 2004, of $15.0 million or $0.55 basic
income per share and $0.53 diluted income per share
compared to $12.3 million or $0.46 basic income per
share and $0.44 diluted income per share for the three
months ended June 30, 2003. For the first six months of
2004 we recorded net income of $26.0 million or
$0.96 basic income per share and $0.92 diluted income
per share compared to $24.0 million or $0.91 basic
income per share and $0.86 diluted income per share for the
first six months of 2003. Net income for the three and six
months ended June 30, 2004, was higher than in the prior
year primarily because of increased oil and gas revenues,
partially offset by higher depreciation, depletion and
amortization of oil and gas properties and higher operating
expenses. The following table reflects the increase or decrease
in oil and gas sales revenue due to the changes in prices and
volumes.

|                                                 |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        |  | 
|------------------------------------------------ | --------------------------- | ----------------------------- | ------ | ---------------- | - | ---- | ------ | ---- |  | - | ------ | ------ | - | - | ------ |  | 
|                                                 |                             |                               |        |                 
|                                                 |                             | Three Months Ended            |        | Six Months Ended
|                                                 |                             | June 30,                      |        | June 30,        
|                                                 |                             |                               |        |                 
|                                                 |                             | 2004                          |        | 2003             |   | 2004 |        | 2003
|                                                 |                             |                               |        |                  |   |      |        |     
|                                                 |                             |                              
|                                                 |                             | (In thousands, except prices)
|Gas production volume (Mcf)                      |                             |                               | 6,869  |                  |   |      | 5,855  |      |  |   | 12,461 |        |   |   | 10,360 | 
|Gas sales revenue                                |                             | $                             | 42,713 |                  |   | $    | 33,196 |      |  | $ | 74,826 |        |   | $ | 61,847 | 
|Price per Mcf                                    |                             | $                             | 6.22   |                  |   | $    | 5.67   |      |  | $ | 6.00   |        |   | $ | 5.97   | 
|Increase in gas sales revenue due to:            |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        | 
|                                                 | Change in prices            |                               | $      | 3,220            |   |      |        |      |  |   | $      | 310    |   |   |        |  | 
|                                                 | Change in production volume |                               |        | 6,297            |   |      |        |      |  |   |        | 12,669 |   |   |        |  | 
|                                                 |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        | 
|Total increase in gas sales revenue              |                             | $                             | 9,517  |                  |   |      |        |      |  | $ | 12,979 |        |   |   |        | 
|                                                 |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        | 
|Oil production volume (Bbls)                     |                             |                               | 428    |                  |   |      | 447    |      |  |   | 841    |        |   |   | 872    | 
|Oil sales revenue                                |                             | $                             | 15,552 |                  |   | $    | 12,584 |      |  | $ | 29,494 |        |   | $ | 26,237 | 
|Price per barrel                                 |                             | $                             | 36.34  |                  |   | $    | 28.15  |      |  | $ | 35.07  |        |   | $ | 30.09  | 
|Increase (decrease) in oil sales revenue due to: |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        | 
|                                                 | Change in prices            |                               | $      | 3,660            |   |      |        |      |  |   | $      | 4,343  |   |   |        |  | 
|                                                 | Change in production volume |                               |        | (692             | ) |      |        |      |  |   |        | (1,086 | ) |   |        |  | 
|                                                 |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        | 
|Total increase (decrease) in oil sales revenue   |                             | $                             | 2,968  |                  |   |      |        |      |  | $ | 3,257  |        |   |   |        | 
|                                                 |                             |                               |        |                  |   |      |        |      |  |   |        |        |   |   |        | 
|Total production Mcfe                            |                             |                               | 9,437  |                  |   |      | 8,537  |      |  |   | 17,507 |        |   |   | 15,592 | 
|Price per Mcfe                                   |                             | $                             | 6.17   |                  |   | $    | 5.36   |      |  | $ | 5.96   |        |   | $ | 5.65   | 

9



---



##### Table of Contents



Gas sales revenue for the three and six months
ended June 30, 2004, increased by $9.5 million and
$13.0 million, or 29% and 21%, respectively, compared to
the same periods in 2003. New properties in the offshore Gulf of
Mexico added approximately 2.8 Bcf of production during the
second quarter of 2004 and approximately 4.6 Bcf of
production during the first six months of 2004. These increases
were partially offset by anticipated depletion of existing
producing properties. The net increase in gas volumes accounted
for 78% of our total increase in revenue for the six months
ended June 30, 2004.

Oil sales revenue for the respective three and
six month periods ended June 30, 2004, compared to the same
periods in 2003 increased by $3.0 million, or 24%, and
$3.3 million, or 12% because of higher average oil prices.
Average oil prices increased by $8.19 per barrel, or 29%
during the second quarter of 2004 compared to 2003 and by
$4.98 per barrel, or 17% for the full six months of 2004
compared to 2003. Decreases in oil volumes caused by anticipated
natural depletion of existing properties was partially offset by
oil production of 38,000 barrels during the second quarter
of 2004 and 91,000 barrels during the first six months of
2004 from new offshore Gulf of Mexico properties.

Operating costs and expenses for the second
quarter of 2004 compared to the second quarter of 2003 increased
by $751,000, or 14%, and for the first six months of 2004
compared to 2003 increased by $2.4 million, or 25% because
of new operated properties in the Gulf of Mexico and workover
operations on existing properties.

Exploration expense decreased by
$1.2 million during the second quarter of 2004 and by
$2.6 million during the first six months of 2004 primarily
because of lower dry hole expense. Dry hole expense for the
first six months of 2004 includes 3 wells in the Gulf of
Mexico for a total cost of $6.8 million compared to
$12.3 million dry hole expense for the same period in 2003.
Geological and geophysical costs, which are included in
exploration expenses on the income statement, were significantly
affected by the second quarter purchase of 1,400 blocks of 3-D
seismic data covering deeper water trends in the Gulf of Mexico.
Second quarter exploration expenses include $2 million of
this programs initial costs plus an additional
$1.7 million of costs associated with prior seismic
agreements. This partially offset the reduction in dry hole
expenses. It is anticipated that $2.5 million to
$3 million of similar costs associated with the same
programs will be incurred in each of the remaining quarters of
2004.

Depreciation, depletion, and amortization expense
including the amortization and accretion of the asset retirement
obligations increased by $4.8 million during the second
quarter of 2004 and by $9.2 million during the first six
months of 2004 compared to the same periods in the prior year
primarily because of increased production from new higher cost
properties and downward oil and gas reserve revisions as of
January 1, 2004, on some existing properties.

General and administrative expenses have
decreased because of an increase in the allocation of overhead
costs to an increased number of drilling and construction
activities operated by the company. Also included in general and
administrative expenses is stock based compensation expense
which includes the amortized compensation cost related to the
contingent stock grant and the directors fees paid in common
stock.

Interest and financing expenses decreased during
the second quarter of 2004 compared to the second quarter of
2003 because of lower bank debt during the quarter partially
offset by slightly higher rates. During the first six months of
2004 interest and financing expenses decreased by 46% primarily
because of lower bank debt. Income tax expense increased
primarily due to the increase in income before taxes and because
of a slightly higher effective rate which increased to provide
for deferred state income taxes.

10



---



##### Table of Contents



Presenting the expenses on a cost per Mcfe of
production basis normalizes for the impact of production
gains/losses and provides a measure of expense control
efficiencies. The following table highlights certain relevant
expense items on this basis with barrels of oil converted to
Mcfe at a ratio of one barrel equals six (6) Mcf.

|                                                                     |  |              |      |              |  |      |      |      |  |   |      |  |  |   |      | 
|-------------------------------------------------------------------- |  | ------------ | ---- | ------------ |  | ---- | ---- | ---- |  | - | ---- |  |  | - | ---- | 
|                                                                     |  |              |      |             
|                                                                     |  | Three Months |      | Three Months
|                                                                     |  | Ended        |      | Ended       
|                                                                     |  | June 30,     |      | June 30,    
|                                                                     |  |              |      |             
|                                                                     |  | 2004         |      | 2003         |  | 2004 |      | 2003
|                                                                     |  |              |      |              |  |      |      |     
|Lease Operating                                                      |  | $            | 0.64 |              |  | $    | 0.62 |      |  | $ | 0.64 |  |  | $ | 0.62 | 
|Depreciation, depletion and amortization                             |  | $            | 1.87 |              |  | $    | 1.50 |      |  | $ | 1.87 |  |  | $ | 1.50 | 
|General and administrative*                                          |  | $            | 0.17 |              |  | $    | 0.26 |      |  | $ | 0.20 |  |  | $ | 0.25 | 
|Interest and financing                                               |  | $            | 0.03 |              |  | $    | 0.06 |      |  | $ | 0.03 |  |  | $ | 0.06 | 
|                                                                     |  |              |      |              |  |      |      |      |  |   |      |  |  |   |      | 
|*Stock based compensation included in general and
    administrative |  | $            | 0.04 |              |  | $    | 0.04 |      |  | $ | 0.04 |  |  | $ | 0.04 | 

Expressed in this fashion, year-over-year lease
operating expenses for the second quarter rose 3.3% to $0.64 per
mcfe. This is in contrast to the 11.2% increase to $0.69 per
mcfe in lease operating expenses for the first half of 2004
versus the first six month of 2003. The primary reason was costs
associated with workover operations on Eugene Island
Block 148, which were completed in the first quarter.

Depreciation, depletion, and amortization rose to
$1.87 per mcfe for both the second quarter and first half of
2004, about 24% above the same time frames of last year. This
was largely due to increased finding and development costs in
the offshore Gulf of Mexico.

Second quarter general and administrative
expenses declined 33.6% from the same period of 2003 to $0.17
per mcfe. The first six months of general and administrative
expenses for 2004 were $0.20 per mcfe; a reduction of 19.5% when
compared with the prior years first half results. The
reduced expenses reflect the impact of operating economies of
scale gained by increasing production volumes against a
relatively fixed overhead cost base. In addition, these
decreases are partially attributable to that portion of overhead
expenses of Remington incurred and recovered in the process of
operating properties owned in conjunction with others. These are
coincident, financial byproducts of pursuing a strategy of
increasing our operating activities with respect to the
properties in which we invest.

Interest and financing expenses declined
dramatically to $0.03 per mcfe for both periods in comparison to
the same time frame a year earlier. As discussed above, reduced
debt outstanding accounted for this improvement.






|        |                                                               
|------- | --------------------------------------------------------------
|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 June 30, 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 interest
rate is reset periodically, usually every three months. If on
June 30, 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
commodity prices inherent in the oil and gas industry.
Occasionally we forward sell portions of our production under
physical delivery contracts that by their terms cannot be
settled in cash or other financial instruments. We do not
currently have any such contracts in place. Such contracts are
not subject to the

11



---



##### Table of Contents



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.




|        |                        
|------- | -----------------------
|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 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 controls 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

On May 24, 2004, we held our annual
stockholders meeting to elect members to the companys
board of directors and approve the Remington Oil and Gas
Corporation 2004 Stock Incentive Plan. The stockholders voted as
follows:

|                      |  |     |            |          |  |  |         | 
|--------------------- |  | --- | ---------- | -------- |  |  | ------- | 
|Election of Directors |  | For |            | Withheld
|                      |  |     |            |         
|John E. Goble, Jr.    |  |     | 23,200,067 |          |  |  | 306,180 | 
|William E. Greenwood  |  |     | 23,234,041 |          |  |  | 272,206 | 
|Robert P. Murphy      |  |     | 23,455,170 |          |  |  | 51,077  | 
|David E. Preng        |  |     | 23,434,415 |          |  |  | 71,832  | 
|Thomas W. Rollins     |  |     | 23,455,240 |          |  |  | 51,007  | 
|Alan C. Shapiro       |  |     | 23,211,377 |          |  |  | 294,870 | 
|James A. Watt         |  |     | 23,287,370 |          |  |  | 216,877 | 

|                                                                |  |     |            |         |  |         |            |  |  |  |        | 
|--------------------------------------------------------------- |  | --- | ---------- | ------- |  | ------- | ---------- |  |  |  | ------ | 
|                                                                |  | For |            | Against |  | Abstain
|                                                                |  |     |            |         |  |        
|Remington Oil and Gas Corporation 2004 Stock
    Incentive Plan |  |     | 10,873,527 |         |  |         | 10,019,935 |  |  |  | 47,024 | 

The members of the board of directors do not
serve staggered terms of office. All directors elected at the
meeting were already members of the board at the time of
election.

12



---



##### Table of Contents








|        |                  
|------- | -----------------
|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 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**** |  | Remington Oil and Gas Corporation 2004 Stock
    Incentive Plan.                                                                                                                         
|10.9*    |  | Box Energy Corporation Non-Employee Director
    Stock Purchase Plan.                                                                                                                    
|10.10   |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and two executive officers.                                          
|10.11   |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and an executive officer.                                            
|10.12**  |  | Employment Agreement effective January 31,
    2000, by and between Remington Oil and Gas Corporation and James
    A. Watt.                                                             
|10.13### |  | Form of Employment Agreement effective
    April 30, 2002, by and between Remington Oil and Gas
    Corporation and an executive officer.                                                
|10.14**  |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                                                                
|10.15**  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                                                                
|10.16**  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                                                                   
|10.17**  |  | 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 Frank T. Smith, Jr.,
    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 Frank T. Smith, Jr.,
    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 April 28, 2004, we filed a Form 8-K
    including our press release for Financial and Operating Results
    for the First Quarter of 2004 under Item 12. Results of
    Operations and Financial Condition. On May 18, 2004, we
    filed a Form 8-K including our press release updated information
    relating to the Remington Oil and Gas Corporation 1997 Stock
    Option Plan under Item 5. Other Events and
    Regulation FD Disclosure.



---



|  |                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | 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.

13



---



##### Table of Contents





|  |                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|# | 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-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-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-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, 2001 filed with the Commission on
    March 21, 2002. 
|    
|###  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2002, filed with the Commission on
    March 31, 2003.
|    
|##   | 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.
|    
|**** | Incorporated by reference to the Companys
    Proxy Statement and Notice of Annual Meeting (Definitive
    Schedule 14A) filed with the Commission on April 16,
    2004.      



|    |                
|--- | ---------------
| | Filed herewith.

14



---



##### 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                       
| | Chairman and Chief Executive Officer

Date: July 28, 2004




| |     |                        
| | --- | -----------------------
| | By: | /s/ FRANK T. SMITH, JR.

| |                               
| | ------------------------------
| |                               
| | Frank T. Smith, Jr.           
| | Senior Vice President/ Finance
| | (Principal Financial Officer) 

Date: July 28, 2004

15



---



##### 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 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**** |  | Remington Oil and Gas Corporation 2004 Stock
    Incentive Plan.                                                                                                                         
|10.9*    |  | Box Energy Corporation Non-Employee Director
    Stock Purchase Plan.                                                                                                                    
|10.10   |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and two executive officers.                                          
|10.11   |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and an executive officer.                                            
|10.12**  |  | Employment Agreement effective January 31,
    2000, by and between Remington Oil and Gas Corporation and James
    A. Watt.                                                             
|10.13### |  | Form of Employment Agreement effective
    April 30, 2002, by and between Remington Oil and Gas
    Corporation and an executive officer.                                                
|10.14**  |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                                                                
|10.15**  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                                                                
|10.16**  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                                                                   
|10.17**  |  | 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 Frank T. Smith, Jr.,
    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 Frank T. Smith, Jr.,
    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
    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-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-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-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, 2001 filed with the Commission on
    March 21, 2002. 
|   
|### | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2002, filed with the Commission on
    March 31, 2003.



---



##### Table of Contents





|     |                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|##   | 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.
|    
|**** | Incorporated by reference to the Companys
    Proxy Statement and Notice of Annual Meeting (Definitive
    Schedule 14A) filed with the Commission on April 16,
    2004.      



|    |                
|--- | ---------------
| | Filed herewith.