##### Table of Contents









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington DC 20549


Form 10-Q


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 
|          
|           |  | For the quarterly period ended March 31, 2005                                               
|          
|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)


þ o


þ o












---










Remington Oil and Gas Corporation


Index


|                                                                                                      |  |  |    | 
|----------------------------------------------------------------------------------------------------- |  |  | -- | 
|PART I FINANCIAL INFORMATION                                                                         
|Item 1. Financial Statements                                                                          |  |  | 2  | 
|Condensed Consolidated Balance
    Sheets                                                             |  |  | 2  | 
|Condensed Consolidated Statements of
    Income                                                       |  |  | 3  | 
|Condensed Consolidated Statements of
    Cash Flows                                                   |  |  | 4  | 
|Notes to Condensed Consolidated
    Financial Statements                                              |  |  | 5  | 
|Item 2. Managements Discussion
    and Analysis of Financial Condition and Results of
    Operations |  |  | 8  | 
|Item 3. Quantitative and Qualitative
    Disclosures about Market Risk                                |  |  | 10 | 
|Item 4. Controls and Procedures                                                                       |  |  | 10 | 
|PART II OTHER INFORMATION                                                                            
|Item 1. Legal Proceedings                                                                             |  |  | 11 | 
|Item 2. Unregistered Sales of Equity
    Securities and Use of Proceeds                               |  |  | 11 | 
|Item 3. Defaults upon Senior
    Securities                                                           |  |  | 11 | 
|Item 4. Submission of Matters to a Vote
    of Security Holders                                       |  |  | 11 | 
|Item 5. Other Information                                                                             |  |  | 11 | 
|Item 6. Exhibits                                                                                      |  |  | 11 | 
|SIGNATURES                                                                                            |  |  | 13 | 
|CERTIFICATIONS                                                                                        |  |  | 17 | 
|1st Amendment to 2004 Stock Incentive Plan                                                           
|Form of Restricted Stock Agreement                                                                   
|Form of Restricted Stock Agreement                                                                   
|Executive Severance Plan                                                                             
|Executive Severance Plan                                                                             
|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                                        



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##### Table of Contents






PART I FINANCIAL INFORMATION







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

Remington Oil and Gas Corporation





Condensed Consolidated Balance Sheets


|                                       |                                                                                                                                                                                                                     |                                            |         |          |              |  |         |          |         | 
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------- | ------------ |  | ------- | -------- | ------- | 
|                                       |                                                                                                                                                                                                                     | March 31,                                  |         |          | December 31, | 
|                                       |                                                                                                                                                                                                                     | 2005                                       |         |          | 2004         | 
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|                                       |                                                                                                                                                                                                                     | (Unaudited)                                |        
|                                       |                                                                                                                                                                                                                     | (In thousands, except                      |        
|                                       |                                                                                                                                                                                                                     | share data)                                |        
|Assets                                
|Current assets                         |                                                                                                                                                                                                                     |                                            |         |          |              |  |         |         
|                                       | Cash and cash equivalents                                                                                                                                                                                           |                                            | $       | 62,911   |              |  | $       | 58,659   |        
|                                       | Accounts receivable                                                                                                                                                                                                 |                                            |         | 55,899   |              |  |         | 49,582   |        
|                                       | Prepaid expenses and other current assets                                                                                                                                                                           |                                            |         | 5,575    |              |  |         | 5,199    |        
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Total current assets                   |                                                                                                                                                                                                                     |                                            | 124,385 |          |              |  | 113,440 |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Properties                             |                                                                                                                                                                                                                     |                                            |         |          |              |  |         |         
|                                       | Oil and gas properties (successful-efforts method)                                                                                                                                                                  |                                            |         | 782,663  |              |  |         | 744,215  |        
|                                       | Other properties                                                                                                                                                                                                    |                                            |         | 3,408    |              |  |         | 3,145    |        
|                                       | Accumulated depreciation, depletion and amortization                                                                                                                                                                |                                            |         | (425,330 | )            |  |         | (409,591 | )      
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Total properties                       |                                                                                                                                                                                                                     |                                            | 360,741 |          |              |  | 337,769 |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Other assets                           |                                                                                                                                                                                                                     |                                            | 1,891   |          |              |  | 1,905   |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|                                       |                                                                                                                                                                                                                     | Total assets                               |         | $        | 487,017      |  |         | $        | 453,114 | 
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|                                      
|Liabilities and stockholders equity  
|Current liabilities                    |                                                                                                                                                                                                                     |                                            |         |          |              |  |         |         
|                                       | Accounts payable and accrued liabilities                                                                                                                                                                            |                                            | $       | 69,757   |              |  | $       | 69,339   |        
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Total current liabilities              |                                                                                                                                                                                                                     |                                            | 69,757  |          |              |  | 69,339  |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Long-term liabilities                  |                                                                                                                                                                                                                     |                                            |         |          |              |  |         |         
|                                       | Asset retirement obligation                                                                                                                                                                                         |                                            |         | 17,644   |              |  |         | 16,030   |        
|                                       | Deferred income taxes                                                                                                                                                                                               |                                            |         | 59,236   |              |  |         | 53,785   |        
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Total long-term liabilities            |                                                                                                                                                                                                                     |                                            | 76,880  |          |              |  | 69,815  |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Total liabilities                      |                                                                                                                                                                                                                     |                                            | 146,637 |          |              |  | 139,154 |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|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, 28,509,597 shares issued and
    28,475,238 shares outstanding in 2005,
    27,883,698 shares issued and 27,849,339 shares
    outstanding in 2004 |                                            |         | 285      |              |  |         | 279      |        
|                                       | Additional paid-in capital                                                                                                                                                                                          |                                            |         | 143,071  |              |  |         | 132,334  |        
|                                       | Restricted common stock                                                                                                                                                                                             |                                            |         | 5,963    |              |  |         | 6,749    |        
|                                       | Unearned compensation                                                                                                                                                                                               |                                            |         | (5,165   | )            |  |         | (5,593   | )      
|                                       | Retained earnings                                                                                                                                                                                                   |                                            |         | 196,226  |              |  |         | 180,191  |        
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|Total stockholders equity             |                                                                                                                                                                                                                     |                                            | 340,380 |          |              |  | 313,960 |         
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 
|                                       |                                                                                                                                                                                                                     | Total liabilities and stockholders equity |         | $        | 487,017      |  |         | $        | 453,114 | 
|                                       |                                                                                                                                                                                                                     |                                            |         |          |              | 



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Remington Oil and Gas Corporation





Condensed Consolidated Statements of Income


|                           |                                          |                       |        |        |      |   |        |        | 
|-------------------------- | ---------------------------------------- | --------------------- | ------ | ------ | ---- | - | ------ | ------ | 
|                           |                                          | Three Months Ended    |       
|                           |                                          | March 31,             |       
|                           |                                          |                       |       
|                           |                                          | 2005                  |        |        | 2004 |  
|                           |                                          |                       |        |        |      |  
|                           |                                          | (Unaudited)           |       
|                           |                                          | (In thousands, except |       
|                           |                                          | per share amounts)    |       
|Revenues                   |                                          |                       |        |        |      |   |        |       
|                           | Gas sales                                |                       | $      | 40,390 |      |   | $      | 32,114 | 
|                           | Oil sales                                |                       |        | 19,081 |      |   |        | 13,943 | 
|                           | Other income                             |                       |        | 315    |      |   |        | 106    | 
|                           |                                          |                       |        |        |      |  
|Total revenues             |                                          |                       | 59,786 |        |      |   | 46,163 |       
|                           |                                          |                       |        |        |      |  
|Costs and expenses         |                                          |                       |        |        |      |   |        |       
|                           | Operating                                |                       |        | 5,912  |      |   |        | 6,048  | 
|                           | Exploration                              |                       |        | 10,385 |      |   |        | 5,528  | 
|                           | Depreciation, depletion and amortization |                       |        | 16,011 |      |   |        | 15,146 | 
|                           | Impairment expense                       |                       |        | 297    |      |   |        | 236    | 
|                           | General and administrative               |                       |        | 2,121  |      |   |        | 1,922  | 
|                           | Interest and financing                   |                       |        | 198    |      |   |        | 228    | 
|                           |                                          |                       |        |        |      |  
|Total costs and expenses   |                                          |                       | 34,924 |        |      |   | 29,108 |       
|                           |                                          |                       |        |        |      |  
|Income before income taxes |                                          |                       | 24,862 |        |      |   | 17,055 |       
|                           | Income tax expense                       |                       |        | 8,827  |      |   |        | 6,054  | 
|                           |                                          |                       |        |        |      |  
|Net income                 |                                          | $                     | 16,035 |        |      | $ | 11,001 |       
|                           |                                          |                       |        |        |      |  
|Basic income per share     |                                          | $                     | 0.57   |        |      | $ | 0.41   |       
|                           |                                          |                       |        |        |      |  
|Diluted income per share   |                                          | $                     | 0.56   |        |      | $ | 0.39   |       
|                           |                                          |                       |        |        |      |  



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Remington Oil and Gas Corporation





Condensed Consolidated Statements of Cash Flows


|                                            |                                                     |                                                                  |        |         |         |   |        |         |         |  
|------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------------------- | ------ | ------- | ------- | - | ------ | ------- | ------- | -
|                                            |                                                     | Three Months Ended                                               |       
|                                            |                                                     | March 31,                                                        |       
|                                            |                                                     |                                                                  |       
|                                            |                                                     | 2005                                                             |        |         | 2004    |  
|                                            |                                                     |                                                                  |        |         |         |  
|                                            |                                                     | (Unaudited)                                                      |       
|                                            |                                                     | (In thousands)                                                   |       
|Cash flow provided by operations            |                                                     |                                                                  |        |         |         |   |        |        
|                                            | Net income                                          |                                                                  | $      | 16,035  |         |   | $      | 11,001  |        
|                                            | Adjustments to reconcile net income                 |                                                                  |        |         |         |   |        |         |        
|                                            |                                                     | Depreciation, depletion and amortization                         |        |         | 16,011  |   |        |         | 15,146  |  
|                                            |                                                     | Deferred income taxes                                            |        |         | 5,451   |   |        |         | 6,054   |  
|                                            |                                                     | Amortization of deferred charges                                 |        |         | 46      |   |        |         | 46      |  
|                                            |                                                     | Dry hole costs                                                   |        |         | 9,049   |   |        |         | 5,619   |  
|                                            |                                                     | Impairment costs                                                 |        |         | 297     |   |        |         | 236     |  
|                                            |                                                     | Cash paid for dismantlement                                      |        |         | (243    | ) |        |         | (22     | )
|                                            |                                                     | Stock based compensation                                         |        |         | 512     |   |        |         | 362     |  
|                                            |                                                     | Tax benefit from exercise of stock options                       |        |         | 3,376   |   |        |         |        |  
|                                            | Changes in working capital                          |                                                                  |        |         |         |   |        |         |        
|                                            |                                                     | (Increase) in accounts receivable                                |        |         | (5,646  | ) |        |         | (6,754  | )
|                                            |                                                     | Decrease (increase) in prepaid expenses and other current assets |        |         | 49      |   |        |         | (387    | )
|                                            |                                                     | Increase (decrease) in accounts payable and accrued expenses     |        |         | 418     |   |        |         | (1,839  | )
|                                            |                                                     |                                                                  |        |         |         |  
|                                            | Net cash flow provided by operations                |                                                                  |        | 45,355  |         |   |        | 29,462  |        
|                                            |                                                     |                                                                  |        |         |         |  
|                                            | Cash from investing activities                      |                                                                  |        |         |         |   |        |         |        
|                                            |                                                     | Capital expenditures                                             |        |         | (47,600 | ) |        |         | (30,727 | )
|                                            |                                                     |                                                                  |        |         |         |  
|                                            | Net cash (used in) investing activities             |                                                                  |        | (47,600 | )       |   |        | (30,727 | )      
|                                            |                                                     |                                                                  |        |         |         |  
|                                            | Cash from financing activities                      |                                                                  |        |         |         |   |        |         |        
|                                            |                                                     | Payments on notes payable and other long-term payables           |        |         |        |   |        |         | (8,000  | )
|                                            |                                                     | Common stock issued                                              |        |         | 6,833   |   |        |         | 162     |  
|                                            |                                                     | Purchase of treasury stock                                       |        |         | (336    | ) |        |         | (236    | )
|                                            |                                                     |                                                                  |        |         |         |  
|                                            | Net cash provided by (used in) financing activities |                                                                  |        | 6,497   |         |   |        | (8,074  | )      
|                                            |                                                     |                                                                  |        |         |         |  
|Net (decrease) in cash and cash equivalents |                                                     |                                                                  | 4,252  |         |         |   | (9,339 | )      
|                                            | Cash and cash equivalents at beginning of period    |                                                                  |        | 58,659  |         |   |        | 31,408  |        
|                                            |                                                     |                                                                  |        |         |         |  
|Cash and cash equivalents at end of period  |                                                     | $                                                                | 62,911 |         |         | $ | 22,069 |        
|                                            |                                                     |                                                                  |        |         |         |  



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Remington Oil and Gas Corporation





Notes to Condensed Consolidated Financial Statements




|        |                                              
|------- | ---------------------------------------------
|Note 1. | Accounting Policies and Basis of Presentation







| |                        
| | -----------------------
| | New Accounting Standard





| |                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A modified prospective method in which compensation
    cost is recognized beginning with the effective date based on
    the requirements of SFAS 123(R) for all share-based
    payments granted after the effective date and based on the
    requirements of SFAS 123 for all awards granted to
    employees prior to the adoption date of SFAS 123(R) that
    remain unvested on the adoption date.
|
| | A modified retrospective method which includes the
    requirements of the modified prospective method described above,
    but also permits entities to restate either all prior periods
    presented or prior interim periods of the year of adoption based
    on the amounts previously recognized under SFAS 123 for
    purposes of pro forma disclosures.                                         





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Remington Oil and Gas Corporation


Notes to Condensed Consolidated
Financial Statements  (Continued)






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

|                                                                  |  |                       |        |  |      |   |        | 
|----------------------------------------------------------------- |  | --------------------- | ------ |  | ---- | - | ------ | 
|                                                                  |  | Three Months Ended    |       
|                                                                  |  | March 31,             |       
|                                                                  |  |                       |       
|                                                                  |  | 2005                  |        |  | 2004 |  
|                                                                  |  |                       |        |  |      |  
|                                                                  |  | (In thousands, except |       
|                                                                  |  | per share amounts)    |       
|Net income                                                        |  | $                     | 16,035 |  |      | $ | 11,001 | 
|                                                                  |  |                       |        |  |      |  
|Basic income per share                                            |  | $                     | 0.57   |  |      | $ | 0.41   | 
|                                                                  |  |                       |        |  |      |  
|Diluted income per share                                          |  | $                     | 0.56   |  |      | $ | 0.39   | 
|                                                                  |  |                       |        |  |      |  
|Weighted average common stock                                     |  |                       | 28,045 |  |      |   | 26,975 | 
|Dilutive stock options outstanding (treasury stock method)        |  |                       | 529    |  |      |   | 991    | 
|Restricted common stock grant                                     |  |                       | 264    |  |      |   | 195    | 
|                                                                  |  |                       |        |  |      |  
|Total weighted average common shares for diluted income per share |  |                       | 28,838 |  |      |   | 28,161 | 
|                                                                  |  |                       |        |  |      |  



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



|                                                                                                                           |                          |                       |     |        |      |   |     |        | 
|-------------------------------------------------------------------------------------------------------------------------- | ------------------------ | --------------------- | --- | ------ | ---- | - | --- | ------ | 
|                                                                                                                           |                          | Three Months Ended    |    
|                                                                                                                           |                          | March 31,             |    
|                                                                                                                           |                          |                       |    
|                                                                                                                           |                          | 2005                  |     |        | 2004 |  
|                                                                                                                           |                          |                       |     |        |      |  
|                                                                                                                           |                          | (In thousands, except |    
|                                                                                                                           |                          | per share amounts)    |    
|As reported:                                                                                                               |                          |                       |     |        |      |   |     |       
|                                                                                                                           | Net income               |                       | $   | 16,035 |      |   | $   | 11,001 | 
|                                                                                                                           | Basic income per share   |                       | $   | 0.57   |      |   | $   | 0.41   | 
|                                                                                                                           | Diluted income per share |                       | $   | 0.56   |      |   | $   | 0.39   | 
|Stock based compensation (net of tax at statutory rate of 35%)
    included in net income as reported                      |                          | $                     | 329 |        |      | $ | 235 |       
|Stock based compensation (net of tax at statutory rate of 35%)
    if using the fair value method as applied to all awards |                          | $                     | 329 |        |      | $ | 941 |       
|Pro forma (if using the fair value method applied to all awards):                                                          |                          |                       |     |        |      |   |     |       
|                                                                                                                           | Net income               |                       | $   | 16,035 |      |   | $   | 10,295 | 
|                                                                                                                           | Basic income per share   |                       | $   | 0.57   |      |   | $   | 0.38   | 
|                                                                                                                           | Diluted income per share |                       | $   | 0.56   |      |   | $   | 0.37   | 
|Weighted average shares used in computation                                                                                |                          |                       |     |        |      |   |     |       
|                                                                                                                           | Basic                    |                       |     | 28,045 |      |   |     | 26,975 | 
|                                                                                                                           | Diluted                  |                       |     | 28,838 |      |   |     | 28,161 | 

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Remington Oil and Gas Corporation


Notes to Condensed Consolidated
Financial Statements  (Continued)




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



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

|                                              |  |                 |      |   |      |   |      |  
|--------------------------------------------- |  | --------------- | ---- | - | ---- | - | ---- | -
|                                              |  | Three Months    |     
|                                              |  | Ended March 31, |     
|                                              |  |                 |     
|                                              |  | 2005            |      |   | 2004 |  
|                                              |  |                 |      |   |      |  
|                                              |  | (In thousands)  |     
|Service cost                                  |  | $               | 136  |   |      | $ | 148  |  
|Interest cost on projected benefit obligation |  |                 | 96   |   |      |   | 93   |  
|Expected return on plan assets                |  |                 | (128 | ) |      |   | (118 | )
|Recognized net actuarial loss                 |  |                 | 24   |   |      |   | 39   |  
|Amortization of prior service costs           |  |                 | 1    |   |      |   | 1    |  
|                                              |  |                 |      |   |      |  
|Net periodic pension benefit costs            |  | $               | 129  |   |      | $ | 163  |  
|                                              |  |                 |      |   |      |  



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





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





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





|        |                 
|------- | ----------------
|Note 7. | Subsequent Event





|               |  |  |    |  
|-------------- |  |  | -- | -
|April 13, 2006 |  |  | 0  | %
|April 13, 2007 |  |  | 0  | %
|April 13, 2008 |  |  | 25 | %
|April 13, 2009 |  |  | 25 | %
|April 13, 2010 |  |  | 50 | %





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









Liquidity and Capital Resources










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##### Table of Contents







Results of Operations




|                                                 |                             |                               |        |            |            |  |    |      |  |   |        |  | 
|------------------------------------------------ | --------------------------- | ----------------------------- | ------ | ---------- | ---------- |  | -- | ---- |  | - | ------ |  | 
|                                                 |                             | Three Months Ended March 31,  |       
|                                                 |                             |                               |       
|                                                 |                             |                               |        | % Increase |            |  |   
|                                                 |                             | 2005                          |        |            | (Decrease) |  |    | 2004 | 
|                                                 |                             |                               |        |            |            |  |    |      | 
|                                                 |                             | (Dollars in thousands, except |       
|                                                 |                             | unit prices)                  |       
|Gas production volume (MMcf)                     |                             |                               | 6,176  |            |            |  | 10 | %    |  |   | 5,592  | 
|Gas sales revenue                                |                             | $                             | 40,390 |            |            |  | 26 | %    |  | $ | 32,114 | 
|Price per Mcf                                    |                             | $                             | 6.54   |            |            |  | 14 | %    |  | $ | 5.74   | 
|Increase (decrease) in gas sales revenue due to: |                             |                               |        |            |            |  |    |      |  |   |        | 
|                                                 | Change in prices            |                               | $      | 4,474      |            |  |    |      |  |   |        |  | 
|                                                 | Change in production volume |                               |        | 3,802      |            |  |    |      |  |   |        |  | 
|                                                 |                             |                               |        |            |            |  |    |      | 
|Total increase in gas sales revenue              |                             | $                             | 8,276  |            |            |  |    |      |  |   |        | 
|                                                 |                             |                               |        |            |            |  |    |      | 
|Oil production volume (MBbls)                    |                             |                               | 405    |            |            |  | (2 | )%   |  |   | 413    | 
|Oil sales revenue                                |                             | $                             | 19,081 |            |            |  | 37 | %    |  | $ | 13,943 | 
|Price per barrel                                 |                             | $                             | 47.11  |            |            |  | 40 | %    |  | $ | 33.76  | 
|Increase (decrease) in oil sales revenue due to: |                             |                               |        |            |            |  |    |      |  |   |        | 
|                                                 | Change in prices            |                               | $      | 5,513      |            |  |    |      |  |   |        |  | 
|                                                 | Change in production volume |                               |        | (375       | )          |  |    |      |  |   |        |  | 
|                                                 |                             |                               |        |            |            |  |    |      | 
|Total increase in oil sales revenue              |                             | $                             | 5,138  |            |            |  |    |      |  |   |        | 
|                                                 |                             |                               |        |            |            |  |    |      | 
|Total production Mcfe                            |                             |                               | 8,606  |            |            |  | 7  | %    |  |   | 8,070  | 
|Price per Mcfe                                   |                             | $                             | 6.91   |            |            |  | 21 | %    |  | $ | 5.71   | 



9



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##### Table of Contents





|                                                                              |  |              |      |  |      |   |      | 
|----------------------------------------------------------------------------- |  | ------------ | ---- |  | ---- | - | ---- | 
|                                                                              |  | Three Months |     
|                                                                              |  | Ended        |     
|                                                                              |  | March 31,    |     
|                                                                              |  |              |     
|                                                                              |  | 2005         |      |  | 2004 |  
|                                                                              |  |              |      |  |      |  
|Operating costs and expenses                                                  |  | $            | 0.69 |  |      | $ | 0.75 | 
|Depreciation, depletion and amortization                                      |  | $            | 1.86 |  |      | $ | 1.88 | 
|General and administrative expense*                                           |  | $            | 0.25 |  |      | $ | 0.24 | 
|Interest and financing expense                                                |  | $            | 0.02 |  |      | $ | 0.03 | 
|                                                                              |  |              |      |  |      |  
|                                                                             
|* Stock based compensation included in general and
    administrative expense |  | $            | 0.06 |  |      | $ | 0.04 | 










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

Interest Rate Risk




Commodity Price Risk









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



10



---



##### Table of Contents






PART II OTHER INFORMATION







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








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








|        |                                
|------- | -------------------------------
|Item 3. | Defaults upon Senior Securities








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








|        |                  
|------- | -----------------
|Item 5. | Other Information








|        |         
|------- | --------
|Item 6. | Exhibits

| |    |         |  |                                                                                                                                                       
| | -- | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1++++  |  | Restated Certificate of Incorporation of Remington Oil and Gas
    Corporation.                                                                       
| | 3  | .3###   |  | By-Laws as amended of Remington Oil and Gas Corporation.                                                                                              
| | 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*     |  | Box Energy Corporation Non-Employee Director Stock Purchase
    Plan                                                                                  
| | 10 | .9#     |  | Form of Employment Agreement effective September 30, 1999,
    by and between Remington Oil and Gas Corporation and two
    executive officers.       
| | 10 | .10#    |  | Form of Employment Agreement effective September 30, 1999,
    by and between Remington Oil and Gas Corporation and an
    executive officer.         
| | 10 | .11+    |  | Employment Agreement effective January 31, 2000, by and
    between Remington Oil and Gas Corporation and James A. Watt.                              
| | 10 | .12***  |  | Form of Employment Agreement effective April 30, 2002, by
    and between Remington Oil and Gas Corporation and an executive
    officer.             
| | 10 | .13**** |  | Form of Amendment to Employment Agreement by and between
    Remington Oil and Gas Corporation and each of James A. Watt
    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.                                                                                
| | 10 | .18++++ |  | Remington Oil and Gas Corporation 2004 Stock Incentive Plan.                                                                                          
| | 10 | .19#### |  | First Amendment to Remington Oil and Gas Corporation 2004 Stock
    Incentive Plan.                                                                   
| | 10 | .20#### |  | Form of Restricted Stock Agreement (Employees).                                                                                                       

11



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##### Table of Contents



| |    |         |  |                                                                                                                                                                                         
| | -- | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10 | .21#### |  | Form of Restricted Stock Agreement (Non-employee Directors).                                                                                                                            
| | 10 | .22#### |  | Remington Oil and Gas Corporation Executive Severance Plan.                                                                                                                             
| | 10 | .23#### |  | Remington Oil and Gas Corporation Employee Severance Plan.                                                                                                                              
| | 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 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-K
    (file number 1-11516) for the fiscal year ended
    December 31, 2000, filed with the Commission on
    March 16, 2001.      
|    
|##   |  | 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 year ended December 31,
    2002, filed with the Commission on March 31, 2003.                 
|    
|###  |  | Incorporated by reference to the Companys Form 10-Q
    (file number 1-11516) for the fiscal quarter ended
    June 30, 2003, filed with the Commission on August 11,
    2003.      
|    
|+++  |  | Incorporated by reference to the Companys Form 10-K
    (file number 1-11516) for the year ended December 31,
    2003, filed with the Commission on March 12, 2004.                 
|    
|**** |  | Incorporated by reference to the Companys Form 10-Q
    (file number 1-11516) for the fiscal quarter ended
    September 30, 2004, filed with the Commission on
    October 28, 2004.
|    
|++++ |  | Incorporated by reference to the Companys Form 10-K/A
    (file number 1-11516) for the fiscal year ended
    December 31, 2004, filed with the Commission on
    March 17, 2005.    
|    
|#### |  | Filed herewith.                                                                                                                                                                       

12



---



##### Table of Contents






SIGNATURES






| |                                  
| | ---------------------------------
| | REMINGTON OIL AND GAS CORPORATION



| |     |                  
| | --- | -----------------
| | By: | /s/ James A. Watt

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





| |     |                       
| | --- | ----------------------
| | By: | /s/ Frank T. Smith Jr.

| |                               
| | ------------------------------
| |                               
| | Frank T. Smith Jr.            
| | Senior Vice President/ Finance



13



---



##### Table of Contents



Index to Exhibits


| |    |         |  |                                                                                                                                                                                         
| | -- | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1++++  |  | Restated Certificate of Incorporation of Remington Oil and Gas
    Corporation.                                                                                                         
| | 3  | .3###   |  | By-Laws as amended of Remington Oil and Gas Corporation.                                                                                                                                
| | 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*     |  | Box Energy Corporation Non-Employee Director Stock Purchase
    Plan                                                                                                                    
| | 10 | .9#     |  | Form of Employment Agreement effective September 30, 1999,
    by and between Remington Oil and Gas Corporation and two
    executive officers.                                         
| | 10 | .10#    |  | Form of Employment Agreement effective September 30, 1999,
    by and between Remington Oil and Gas Corporation and an
    executive officer.                                           
| | 10 | .11+    |  | Employment Agreement effective January 31, 2000, by and
    between Remington Oil and Gas Corporation and James A. Watt.                                                                
| | 10 | .12***  |  | Form of Employment Agreement effective April 30, 2002, by
    and between Remington Oil and Gas Corporation and an executive
    officer.                                               
| | 10 | .13**** |  | Form of Amendment to Employment Agreement by and between
    Remington Oil and Gas Corporation and each of James A. Watt
    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.                                                                                                                  
| | 10 | .18++++ |  | Remington Oil and Gas Corporation 2004 Stock Incentive Plan.                                                                                                                            
| | 10 | .19#### |  | First Amendment to Remington Oil and Gas Corporation 2004 Stock
    Incentive Plan.                                                                                                     
| | 10 | .20#### |  | Form of Restricted Stock Agreement (Employees).                                                                                                                                         
| | 10 | .21#### |  | Form of Restricted Stock Agreement (Non-employee Directors).                                                                                                                            
| | 10 | .22#### |  | Remington Oil and Gas Corporation Executive Severance Plan.                                                                                                                             
| | 10 | .23#### |  | Remington Oil and Gas Corporation Employee Severance Plan.                                                                                                                              
| | 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 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-K
    (file number 1-11516) for the fiscal year ended
    December 31, 2000, filed with the Commission on
    March 16, 2001.      



---



##### Table of Contents





|     |  |                                                                                                                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|##   |  | 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 year ended December 31,
    2002, filed with the Commission on March 31, 2003.                 
|    
|###  |  | Incorporated by reference to the Companys Form 10-Q
    (file number 1-11516) for the fiscal quarter ended
    June 30, 2003, filed with the Commission on August 11,
    2003.      
|    
|+++  |  | Incorporated by reference to the Companys Form 10-K
    (file number 1-11516) for the year ended December 31,
    2003, filed with the Commission on March 12, 2004.                 
|    
|**** |  | Incorporated by reference to the Companys Form 10-Q
    (file number 1-11516) for the fiscal quarter ended
    September 30, 2004, filed with the Commission on
    October 28, 2004.
|    
|++++ |  | Incorporated by reference to the Companys Form 10-K/A
    (file number 1-11516) for the fiscal year ended
    December 31, 2004, filed with the Commission on
    March 17, 2005.    
|    
|#### |  | Filed herewith.