##### 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
    September 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 27,751,880 outstanding shares of
Common Stock, $0.01 par value, on October 27,
2004.



---






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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                                                                    |    |      | 12 | 
|                                                            
|PART II, OTHER
    INFORMATION                               |  |                                                                                                | 12 |     
|Item 1.                                                      |  | Legal
    Proceedings                                                                          |    |      | 12 | 
|Item 2.                                                      |  | Unregistered Sales of
    Equity 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                                                                          |    |      | 12 | 
|Item 6.                                                      |  | Exhibits and Reports on
    Form 8-K                                                           |    |      | 12 | 
|Form of Amendment to the Employment Agreements              
|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



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##### Table of Contents






PART I, FINANCIAL INFORMATION






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

REMINGTON OIL AND GAS CORPORATION




CONDENSED CONSOLIDATED BALANCE
SHEETS

|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |          |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------- | ------------ | - | - | ------- | -------- | -
|                                               |                                                                                                                                                                                                                     | September 30,      |         | December 31,
|                                               |                                                                                                                                                                                                                     | 2004               |         | 2003        
|                                               |                                                                                                                                                                                                                     |                    |         |             
|                                               |                                                                                                                                                                                                                     | (Unaudited)        |         |             
|                                               |                                                                                                                                                                                                                     |                   
|                                               |                                                                                                                                                                                                                     | (In thousands,    
|                                               |                                                                                                                                                                                                                     | except share data)
|ASSETS                                        
|Current assets                                 |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Cash and cash equivalents                                                                                                                                                                                           |                    | $       | 36,812       |   |   | $       | 31,408   |  
|                                               | Accounts receivable                                                                                                                                                                                                 |                    |         | 52,039       |   |   |         | 43,004   |  
|                                               | Prepaid expenses and other current assets                                                                                                                                                                           |                    |         | 5,364        |   |   |         | 2,846    |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total current assets                           |                                                                                                                                                                                                                     |                    | 94,215  |              |   |   | 77,258  |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Properties                                     |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Oil and natural gas properties
    (successful-efforts method)                                                                                                                                                      |                    |         | 713,604      |   |   |         | 609,599  |  
|                                               | Other properties                                                                                                                                                                                                    |                    |         | 3,123        |   |   |         | 3,450    |  
|                                               | Accumulated depreciation, depletion and
    amortization                                                                                                                                                            |                    |         | (386,178     | ) |   |         | (333,011 | )
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total properties                               |                                                                                                                                                                                                                     |                    | 330,549 |              |   |   | 280,038 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Other assets                                   |                                                                                                                                                                                                                     |                    | 1,402   |              |   |   | 2,089   |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total assets                                   |                                                                                                                                                                                                                     | $                  | 426,166 |              |   | $ | 359,385 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                              
|LIABILITIES AND STOCKHOLDERS
    EQUITY      
|Current liabilities                            |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Accounts payable and accrued liabilities                                                                                                                                                                            |                    | $       | 64,617       |   |   | $       | 58,266   |  
|                                               | Short-term notes payable                                                                                                                                                                                            |                    |         | 45           |   |   |         | 45       |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total current liabilities                      |                                                                                                                                                                                                                     |                    | 64,662  |              |   |   | 58,311  |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Long-term liabilities                          |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|                                               | Notes payable                                                                                                                                                                                                       |                    |         | 5,000        |   |   |         | 18,000   |  
|                                               | Asset retirement obligation                                                                                                                                                                                         |                    |         | 16,585       |   |   |         | 12,446   |  
|                                               | Deferred income tax liability                                                                                                                                                                                       |                    |         | 48,138       |   |   |         | 28,751   |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total long-term liabilities                    |                                                                                                                                                                                                                     |                    | 69,723  |              |   |   | 59,197  |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total liabilities                              |                                                                                                                                                                                                                     |                    | 134,385 |              |   |   | 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, 27,743,639 shares
    issued and 27,709,280 shares outstanding in 2004,
    26,946,768 shares issued and 26,912,409 shares
    outstanding in 2003 |                    |         | 277          |   |   |         | 269      |  
|                                               | Additional paid-in capital                                                                                                                                                                                          |                    |         | 129,954      |   |   |         | 120,925  |  
|                                               | Restricted common stock                                                                                                                                                                                             |                    |         | 1,573        |   |   |         | 3,156    |  
|                                               | Unearned compensation                                                                                                                                                                                               |                    |         | (844         | ) |   |         | (1,668   | )
|                                               | Retained earnings                                                                                                                                                                                                   |                    |         | 160,821      |   |   |         | 119,195  |  
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total stockholders equity                     |                                                                                                                                                                                                                     |                    | 291,781 |              |   |   | 241,877 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         
|Total liabilities and stockholders
    equity |                                                                                                                                                                                                                     | $                  | 426,166 |              |   | $ | 359,385 |         
|                                               |                                                                                                                                                                                                                     |                    |         |              |   |   |         |         

See accompanying Notes to Condensed Consolidated
Financial Statements.

2



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF
INCOME


|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |        | 
|------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | ------ | ----------------- |  | ---- | ------ | ------ |  | - | ------- | ------- |  | - | ------- | ------ | 
|                                                  |                                          |                                          |        |                  
|                                                  |                                          | Three Months Ended                       |        | Nine Months Ended
|                                                  |                                          | September 30,                            |        | September 30,    
|                                                  |                                          |                                          |        |                  
|                                                  |                                          | 2004                                     |        | 2003              |  | 2004 |        | 2003  
|                                                  |                                          |                                          |        |                   |  |      |        |       
|                                                  |                                          |                                         
|                                                  |                                          | (Unaudited)                             
|                                                  |                                          | (In thousands, except per-share amounts)
|Revenues                                          |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                                  | Gas sales                                |                                          | $      | 42,724            |  |      | $      | 34,580 |  |   | $       | 117,550 |  |   | $       | 96,428 | 
|                                                  | Oil sales                                |                                          |        | 17,180            |  |      |        | 12,287 |  |   |         | 46,674  |  |   |         | 38,524 | 
|                                                  | Other income                             |                                          |        | 192               |  |      |        | 98     |  |   |         | 417     |  |   |         | 354    | 
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Total revenues                                    |                                          |                                          | 60,096 |                   |  |      | 46,965 |        |  |   | 164,641 |         |  |   | 135,306 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Costs and expenses                                |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                                  | Operating                                |                                          |        | 6,784             |  |      |        | 5,322  |  |   |         | 18,860  |  |   |         | 14,991 | 
|                                                  | Exploration                              |                                          |        | 5,562             |  |      |        | 7,654  |  |   |         | 15,968  |  |   |         | 20,671 | 
|                                                  | Depreciation, depletion and amortization |                                          |        | 18,504            |  |      |        | 15,050 |  |   |         | 51,267  |  |   |         | 38,599 | 
|                                                  | Impairment                               |                                          |        | 3,422             |  |      |        | 1,307  |  |   |         | 8,408   |  |   |         | 1,754  | 
|                                                  | General and administrative               |                                          |        | 1,271             |  |      |        | 1,710  |  |   |         | 4,818   |  |   |         | 5,634  | 
|                                                  | Interest and financing                   |                                          |        | 305               |  |      |        | 433    |  |   |         | 783     |  |   |         | 1,318  | 
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Total costs and expenses                          |                                          |                                          | 35,848 |                   |  |      | 31,476 |        |  |   | 100,104 |         |  |   | 82,967  |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Income before taxes                               |                                          |                                          | 24,248 |                   |  |      | 15,489 |        |  |   | 64,537  |         |  |   | 52,339  |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|                                                  | Income tax expense                       |                                          |        | 8,609             |  |      |        | 5,421  |  |   |         | 22,911  |  |   |         | 18,319 | 
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Net income                                        |                                          | $                                        | 15,639 |                   |  | $    | 10,068 |        |  | $ | 41,626  |         |  | $ | 34,020  |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Basic income per share                            |                                          | $                                        | 0.57   |                   |  | $    | 0.38   |        |  | $ | 1.53    |         |  | $ | 1.28    |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Diluted income per share                          |                                          | $                                        | 0.55   |                   |  | $    | 0.36   |        |  | $ | 1.47    |         |  | $ | 1.22    |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Weighted average shares outstanding
    (Basic)   |                                          |                                          | 27,596 |                   |  |      | 26,771 |        |  |   | 27,286  |         |  |   | 26,548  |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       
|Weighted average shares outstanding
    (Diluted) |                                          |                                          | 28,503 |                   |  |      | 28,046 |        |  |   | 28,294  |         |  |   | 27,953  |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |         |         |  |   |         |       

See accompanying Notes to Condensed Consolidated
Financial Statements.

3



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                                         |                                                  |                                                                     |        |          |          |   |        |         |         |  
|-------------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------------------- | ------ | -------- | -------- | - | ------ | ------- | ------- | -
|                                                         |                                                  |                                                                    
|                                                         |                                                  | Nine Months Ended                                                  
|                                                         |                                                  | September 30,                                                      
|                                                         |                                                  |                                                                    
|                                                         |                                                  | 2004                                                                |        | 2003    
|                                                         |                                                  |                                                                     |        |         
|                                                         |                                                  |                                                                    
|                                                         |                                                  | (Unaudited)                                                        
|                                                         |                                                  | (In thousands)                                                     
|Cash flow provided by operations                         |                                                  |                                                                     |        |          |          |   |        |        
|                                                         | Net income                                       |                                                                     | $      | 41,626   |          |   | $      | 34,020  |        
|                                                         | Adjustments to reconcile net income              |                                                                     |        |          |          |   |        |         |        
|                                                         |                                                  | Depreciation, depletion and amortization                            |        |          | 51,267   |   |        |         | 38,599  |  
|                                                         |                                                  | Deferred income taxes                                               |        |          | 22,601   |   |        |         | 18,244  |  
|                                                         |                                                  | Amortization of deferred charges                                    |        |          | 137      |   |        |         | 161     |  
|                                                         |                                                  | Dry hole costs                                                      |        |          | 9,229    |   |        |         | 19,689  |  
|                                                         |                                                  | Impairment costs                                                    |        |          | 8,408    |   |        |         | 1,754   |  
|                                                         |                                                  | Cash paid for dismantlement costs                                   |        |          | (1,064   | ) |        |         | (1,284  | )
|                                                         |                                                  | Stock based compensation                                            |        |          | 939      |   |        |         | 1,171   |  
|                                                         | Changes in working capital:                      |                                                                     |        |          |          |   |        |         |        
|                                                         |                                                  | (Increase) in accounts receivable                                   |        |          | (9,028   | ) |        |         | (11,494 | )
|                                                         |                                                  | (Increase) in prepaid expenses and other current
    assets         |        |          | (1,975   | ) |        |         | (139    | )
|                                                         |                                                  | Increase (decrease) in accounts payable and
    accrued liabilities |        |          | 6,351    |   |        |         | (11,739 | )
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|                                                         | Net cash flow provided by operations             |                                                                     |        | 128,491  |          |   |        | 88,982  |        
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|                                                         | Cash from investing activities                   |                                                                     |        |          |          |   |        |         |        
|                                                         |                                                  | Payments for capital expenditures                                   |        |          | (114,212 | ) |        |         | (89,147 | )
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|                                                         | Net cash (used in) investing
    activities      |                                                                     |        | (114,212 | )        |   |        | (89,147 | )      
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|                                                         | Cash from financing activities                   |                                                                     |        |          |          |   |        |         |        
|                                                         |                                                  | Loan origination costs                                              |        |          |         |   |        |         | (293    | )
|                                                         |                                                  | Payments on notes payable and other long-term
    payables          |        |          | (13,000  | ) |        |         | (1,239  | )
|                                                         |                                                  | Common stock issued                                                 |        |          | 4,770    |   |        |         | 2,150   |  
|                                                         |                                                  | Treasury stock acquired and retired                                 |        |          | (645     | ) |        |         | (809    | )
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|                                                         | Net cash (used in) financing
    activities      |                                                                     |        | (8,875   | )        |   |        | (191    | )      
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|Net increase (decrease) in cash and cash
    equivalents |                                                  |                                                                     | 5,404  |          |          |   | (356   | )      
|                                                         | Cash and cash equivalents at beginning of period |                                                                     |        | 31,408   |          |   |        | 14,929  |        
|                                                         |                                                  |                                                                     |        |          |          |   |        |        
|Cash and cash equivalents at end of
    period           |                                                  | $                                                                   | 36,812 |          |          | $ | 14,573 |        
|                                                         |                                                  |                                                                     |        |          |          |   |        |        

See accompanying Notes to Condensed Consolidated
Financial Statements.

4



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION



NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS


(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
nine 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 nine months ended September 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                       |        | Nine Months Ended
|                                                 |                                                                | September 30,                            |        | September 30,    
|                                                 |                                                                |                                          |        |                  
|                                                 |                                                                | 2004                                     |        | 2003              |  | 2004 |        | 2003  
|                                                 |                                                                |                                          |        |                   |  |      |        |       
|                                                 |                                                                |                                         
|                                                 |                                                                | (In thousands, except per-share amounts)
|Net income available for basic income per share  |                                                                | $                                        | 15,639 |                   |  | $    | 10,068 |        |  | $ | 41,626 |        |  | $ | 34,020 |       
|Basic income per share                           |                                                                | $                                        | 0.57   |                   |  | $    | 0.38   |        |  | $ | 1.53   |        |  | $ | 1.28   |       
|                                                 |                                                                |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Diluted income per share                         |                                                                | $                                        | 0.55   |                   |  | $    | 0.36   |        |  | $ | 1.47   |        |  | $ | 1.22   |       
|                                                 |                                                                |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Weighted average common stock                    |                                                                |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|                                                 | Total common shares for basic income per share                 |                                          |        | 27,596            |  |      |        | 26,771 |  |   |        | 27,286 |  |   |        | 26,548 | 
|                                                 | Dilutive stock options outstanding (treasury
    stock method) |                                          |        | 778               |  |      |        | 1,015  |  |   |        | 857    |  |   |        | 1,145  | 
|                                                 | Restricted common stock grant                                  |                                          |        | 129               |  |      |        | 260    |  |   |        | 151    |  |   |        | 260    | 
|                                                 |                                                                |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Total common shares for diluted income per share |                                                                |                                          | 28,503 |                   |  |      | 28,046 |        |  |   | 28,294 |        |  |   | 27,953 |       
|                                                 |                                                                |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Non-dilutive stock options outstanding           |                                                                |                                          | 888    |                   |  |      | 1,053  |        |  |   | 787    |        |  |   | 923    |       
|                                                 |                                                                |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       



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

Included in our general and administrative costs
is stock based compensation expense as follows:

|                         |  |                                 |     |               |  |      |     |      |  |   |     |  |  |   |       | 
|------------------------ |  | ------------------------------- | --- | ------------- |  | ---- | --- | ---- |  | - | --- |  |  | - | ----- | 
|                         |  |                                 |     |              
|                         |  | Three Months                    |     | Nine Months  
|                         |  | Ended                           |     | Ended        
|                         |  | September 30,                   |     | September 30,
|                         |  |                                 |     |              
|                         |  | 2004                            |     | 2003          |  | 2004 |     | 2003
|                         |  |                                 |     |               |  |      |     |     
|                         |  |                                
|                         |  | (In thousands, except per-share
|                         |  | amounts)                       
|Stock based compensation |  | $                               | 207 |               |  | $    | 379 |      |  | $ | 939 |  |  | $ | 1,171 | 

5



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##### 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                       |       | Nine Months Ended
|                                                                                                                               |                          | September 30,                            |       | September 30,    
|                                                                                                                               |                          |                                          |       |                  
|                                                                                                                               |                          | 2004                                     |       | 2003              |  | 2004 |     | 2003  
|                                                                                                                               |                          |                                          |       |                   |  |      |     |       
|                                                                                                                               |                          |                                         
|                                                                                                                               |                          | (In thousands, except per-share amounts)
|As reported:                                                                                                                   |                          |                                          |       |                   |  |      |     |        |  |   |       |        |  |   |       |       
|                                                                                                                               | Net income               |                                          | $     | 15,639            |  |      | $   | 10,068 |  |   | $     | 41,626 |  |   | $     | 34,020 | 
|                                                                                                                               | Basic income per share   |                                          | $     | 0.57              |  |      | $   | 0.38   |  |   | $     | 1.53   |  |   | $     | 1.28   | 
|                                                                                                                               | Diluted income per share |                                          | $     | 0.55              |  |      | $   | 0.36   |  |   | $     | 1.47   |  |   | $     | 1.22   | 
|Stock based compensation (net of tax at statutory
    rate of 35%) included in net income as reported                          |                          | $                                        | 135   |                   |  | $    | 246 |        |  | $ | 610   |        |  | $ | 761   |       
|Stock based compensation (net of tax at statutory
    rate of 35%) if using the fair value method as applied to all
    awards |                          | $                                        | 1,665 |                   |  | $    | 733 |        |  | $ | 4,935 |        |  | $ | 2,203 |       
|Pro forma (if using the fair value method applied
    to all awards):                                                          |                          |                                          |       |                   |  |      |     |        |  |   |       |        |  |   |       |       
|                                                                                                                               | Net income               |                                          | $     | 14,109            |  |      | $   | 9,581  |  |   | $     | 37,301 |  |   | $     | 32,578 | 
|                                                                                                                               | Basic income per share   |                                          | $     | 0.51              |  |      | $   | 0.36   |  |   | $     | 1.37   |  |   | $     | 1.23   | 
|                                                                                                                               | Diluted income per share |                                          | $     | 0.50              |  |      | $   | 0.34   |  |   | $     | 1.32   |  |   | $     | 1.17   | 
|Weighted average shares used in computation                                                                                    |                          |                                          |       |                   |  |      |     |        |  |   |       |        |  |   |       |       
|                                                                                                                               | Basic                    |                                          |       | 27,596            |  |      |     | 26,771 |  |   |       | 27,286 |  |   |       | 26,548 | 
|                                                                                                                               | Diluted                  |                                          |       | 28,503            |  |      |     | 28,046 |  |   |       | 28,294 |  |   |       | 27,953 | 



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



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

|                                               |  |                                 |      |               |  |      |     |      |  |   |      |   |  |   |      |  
|---------------------------------------------- |  | ------------------------------- | ---- | ------------- |  | ---- | --- | ---- |  | - | ---- | - |  | - | ---- | -
|                                               |  |                                 |      |              
|                                               |  | Three Months                    |      | Nine Months  
|                                               |  | Ended                           |      | Ended        
|                                               |  | September 30,                   |      | September 30,
|                                               |  |                                 |      |              
|                                               |  | 2004                            |      | 2003          |  | 2004 |     | 2003
|                                               |  |                                 |      |               |  |      |     |     
|                                               |  |                                
|                                               |  | (In thousands, except per-share
|                                               |  | amounts)                       
|Service costs                                  |  | $                               | 148  |               |  | $    | 103 |      |  | $ | 444  |   |  | $ | 309  |  
|Interest costs on projected benefit obligation |  |                                 | 93   |               |  |      | 81  |      |  |   | 280  |   |  |   | 243  |  
|Expected return on plan assets                 |  |                                 | (118 | )             |  |      | (88 | )    |  |   | (354 | ) |  |   | (264 | )
|Recognized net actuarial loss                  |  |                                 | 39   |               |  |      | 39  |      |  |   | 115  |   |  |   | 117  |  
|Amortization or prior service costs            |  |                                 | 1    |               |  |      | 1   |      |  |   | 3    |   |  |   | 3    |  
|                                               |  |                                 |      |               |  |      |     |      |  |   |      |   |  |   |      |  
|Net periodic pension benefit costs             |  | $                               | 163  |               |  | $    | 136 |      |  | $ | 488  |   |  | $ | 408  |  
|                                               |  |                                 |      |               |  |      |     |      |  |   |      |   |  |   |      |  



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

6



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



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

As of September 30, 2004, our credit
facility of $150.0 million had a borrowing base of
$100.0 million. Interest and commitment fees only are
payable quarterly through May 3, 2006, at which time the
line expires and all principal becomes due, unless the line is
extended or renegotiated. As of October 27, 2004, we had no
outstanding balance under the facility. The banks review the
borrowing base semi-annually and may decrease or propose an
increase in the borrowing base relative to a redetermined
estimate of proved oil and gas reserves. Our oil and gas
properties are pledged as collateral for the line of credit.
Additionally, we have agreed not to pay dividends.



|        |                              
|------- | -----------------------------
|Note 6. | Commitments and Contingencies

We have no material pending legal proceedings.

7



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##### Table of Contents








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

The following discussion will assist in 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 assessment is
accurate or that our goals and projections can or will be met.
Statements concerning results of future exploration,
exploitation, development, and acquisition expenditures as well
as 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.

Liquidity and Capital Resources

On September 30, 2004, our current assets
exceeded our current liabilities by $29.6 million. Our
current ratio was 1.46 to 1. During the first nine months
of 2004 compared to the first nine months of 2003, net cash flow
provided by operations increased by $39.5 million, or 44%,
primarily because of higher oil and gas revenues. Oil and gas
revenues increased by $29.3 million, or 22%, because
production increased by 2.6 Bcfe (Bcf equivalents), or 10%,
and average prices increased for both oil and gas.

During the first nine months of 2004, our capital
expenditures totaled $114.2 million. The expenditures were
incurred 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. When our exploratory
drilling results in significant new discoveries, we will 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 between $140.0 million and
$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 $100.0 million. We also have a
$200.0 million shelf registration that has been in effect
since December 2003 that would allow us to issue common stock,
debt securities, preferred stock, and/ or warrants.

As of September 30, 2004, our credit
facility had a borrowing base of $100.0 million. As of
October 27, 2004, we had no outstanding balance under the
facility. Interest and commitment fees only are payable
quarterly 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 a redetermined estimate of proved oil and gas
reserves. Our oil and gas properties are pledged as collateral
for the line of credit. Additionally, we have agreed not to pay

8



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##### Table of Contents



dividends. The following table summarizes
contractual obligations and commercial commitments as of
September 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(1)                 |                | $ | 5,000                  |       |           | $ |          |       |         | $ | 5,000 |       |  | $ |    |     |  | $ |  |  
|                        | Interest and financing costs |                |   | 677                    |       |           |   | 464       |       |         |   | 213   |       |  |   |    |     |  |   |  |  
|                        | Short-term notes payable     |                |   | 45                     |       |           |   | 45        |       |         |   |      |       |  |   |    |     |  |   |  |  
|                        | Office lease                 |                |   | 1,807                  |       |           |   | 577       |       |         |   | 984   |       |  |   | 246 |     |  |   |  |  
|                        |                              |                |   |                        |       |           |   |           |       |         |   |       |       |  |   |     |     |  |   |  
|                        |                              | Total          |   | $                      | 7,529 |           |   | $         | 1,086 |         |   | $     | 6,197 |  |   | $   | 246 |  |   | $ |  | 
|                        |                              |                |   |                        |       |           |   |           |       |         |   |       |       |  |   |     |     |  |   |  



---



|    |                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------
|(1) | We paid off the bank debt on October 14,
    2004. The related credit facility remains in effect, and we may
    borrow funds in the future.

Results of Operations

We achieved net income for the three months ended
September 30, 2004, of $15.6 million or
$0.57 basic income per share and $0.55 diluted income
per share compared to $10.1 million or $0.38 basic
income per share and $0.36 diluted income per share for the
three months ended September 30, 2003. For the first nine
months of 2004 we recorded net income of $41.6 million or
$1.53 basic income per share and $1.47 diluted income
per share compared to $34.0 million or $1.28 basic
income per share and $1.22 diluted income per share for the
first nine months of 2003. Net income for the three and nine
months ended September 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 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            |        | Nine Months Ended
|                                                 |                             | September 30,                 |        | September 30,    
|                                                 |                             |                               |        |                  
|                                                 |                             | 2004                          |        | 2003              |   | 2004 |        | 2003
|                                                 |                             |                               |        |                   |   |      |        |     
|                                                 |                             |                              
|                                                 |                             | (In thousands, except prices)
|Gas production volume (Mcf)                      |                             |                               | 7,728  |                   |   |      | 6,918  |      |  |   | 20,189  |        |   |   | 17,278 | 
|Gas sales revenue                                |                             | $                             | 42,724 |                   |   | $    | 34,580 |      |  | $ | 117,550 |        |   | $ | 96,428 | 
|Average price per Mcf                            |                             | $                             | 5.53   |                   |   | $    | 5.00   |      |  | $ | 5.82    |        |   | $ | 5.58   | 
|Increase in gas sales revenue due to:            |                             |                               |        |                   |   |      |        |      |  |   |         |        |   |   |        | 
|                                                 | Change in prices            |                               | $      | 3,667             |   |      |        |      |  |   | $       | 4,147  |   |   |        |  | 
|                                                 | Change in production volume |                               |        | 4,477             |   |      |        |      |  |   |         | 16,975 |   |   |        |  | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |        |   |   |        | 
|Total increase in gas sales revenue              |                             | $                             | 8,144  |                   |   |      |        |      |  | $ | 21,122  |        |   |   |        | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |        |   |   |        | 
|Oil production volume (Bbls)                     |                             |                               | 416    |                   |   |      | 436    |      |  |   | 1,258   |        |   |   | 1,308  | 
|Oil sales revenue                                |                             | $                             | 17,180 |                   |   | $    | 12,287 |      |  | $ | 46,674  |        |   | $ | 38,524 | 
|Average price per barrel                         |                             | $                             | 41.30  |                   |   | $    | 28.18  |      |  | $ | 37.10   |        |   | $ | 29.45  | 
|Increase (decrease) in oil sales revenue due to: |                             |                               |        |                   |   |      |        |      |  |   |         |        |   |   |        | 
|                                                 | Change in prices            |                               | $      | 5,720             |   |      |        |      |  |   | $       | 10,006 |   |   |        |  | 
|                                                 | Change in production volume |                               |        | (827              | ) |      |        |      |  |   |         | (1,856 | ) |   |        |  | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |        |   |   |        | 
|Total increase (decrease) in oil sales revenue   |                             | $                             | 4,893  |                   |   |      |        |      |  | $ | 8,150   |        |   |   |        | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |        |   |   |        | 
|Total production Mcfe                            |                             |                               | 10,224 |                   |   |      | 9,534  |      |  |   | 27,737  |        |   |   | 25,126 | 
|Average price per Mcfe                           |                             | $                             | 5.86   |                   |   | $    | 4.92   |      |  | $ | 5.92    |        |   | $ | 5.37   | 

9



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Overall production increased by 0.7 Bcfe to
10.2 Bcfe during the third quarter of 2004 and by
2.6 Bcfe to 27.7 Bcfe during the first nine months of
2004 compared to the same periods in the prior year primarily
due to increased gas production partially offset by declining
oil production.

Gas sales revenue for the three and nine months
ended September 30, 2004, increased by $8.1 million
and $21.1 million, or 24% and 22%, respectively, compared
to the same periods in 2003. Total gas production for the three
and nine months ended September 30, 2004 increased by
0.8 Bcf and 2.9 Bcf, respectively, when compared to
the same periods in 2003. New properties in the offshore Gulf of
Mexico added approximately 1.1 Bcf of production during the
third quarter of 2004 and approximately 3.9 Bcf of
production during the first nine months of 2004. These increases
were partially offset by anticipated depletion of existing
producing properties. The net increase in gas volumes accounted
for 58% of our total increase in oil and gas sales revenue for
the nine months ended September 30, 2004.

Oil sales revenue for the respective three and
nine month periods ended September 30, 2004, compared to
the same periods in 2003 increased by $4.9 million, or 40%,
and $8.2 million, or 21% because of higher average oil
prices. Average oil prices increased by $13.12 per barrel,
or 47% during the third quarter of 2004 compared to 2003 and by
$7.65 per barrel, or 26% for the first nine 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 33,000 barrels during the third quarter
of 2004 and 124,000 barrels during the first nine months of
2004 from new offshore Gulf of Mexico properties.

Operating costs and expenses for the third
quarter of 2004 compared to the third quarter of 2003 increased
by $1.5 million, or 27%, and for the first nine months of
2004 compared to 2003 increased by $3.9 million, or 26%
because of new operated properties in the Gulf of Mexico and
workover operations on existing properties.

Exploration expense decreased by
$2.1 million during the third quarter of 2004 and by
$4.7 million during the first nine months of 2004 primarily
because of lower dry hole expense. During the third quarter of
2004 our geological and geophysical expenditures included
$1.0 million for a license for 3-D seismic data purchased
in 2004 covering the deeper water trends in the Gulf of Mexico
and $1.9 million for payments related to previously
acquired seismic data in the offshore Gulf of Mexico shelf. Dry
hole expense for the first nine months of 2004 includes
4 wells in the Gulf of Mexico for a total cost of
$9.2 million compared to $19.7 million dry hole
expense for the same period in 2003.

Depreciation, depletion, and amortization expense
including the amortization and accretion of the asset retirement
obligations increased by $3.5 million during the third
quarter of 2004 and by $12.7 million during the first nine
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. Impairment
expense during the third quarter of 2004, increased by
$2.1 million due to the recognition of a $3.1 million
impairment of High Island block 441. This compared to
impairment expense during the third quarter of 2003 of
$1.3 million of which $855,000 was associated with an
onshore gulf coast well. We recorded an impairment expense on
High Island 441 because under Statement of Financial Accounting
Standards No. 144 Accounting for the Impairment and
Disposal of Long-Lived Assets, our future net cash flow
was insufficient to fully recover our investment in the
property. The full nine months ended September 30, 2004,
also includes $4.5 million for impairment of the
Fleishaker #2 well in Mississippi that was recorded in the
second quarter of 2004.

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 third quarter of 2004 compared to the third quarter of 2003
because of lower bank debt during the quarter partially offset
by slightly higher rates. During the first nine months of 2004
interest and financing expenses decreased by 41% primarily
because of lower bank debt.

10



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##### Table of Contents



Income tax expense increased primarily due to the
increase in income before taxes and but also because of a
slightly higher effective rate to provide for deferred state
income taxes.


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 to six Mcf.

|                                                                              |  |               |      |               |  |      |      |      |  |   |      |  |  |   |      | 
|----------------------------------------------------------------------------- |  | ------------- | ---- | ------------- |  | ---- | ---- | ---- |  | - | ---- |  |  | - | ---- | 
|                                                                              |  |               |      |              
|                                                                              |  | Three Months  |      | Nine Months  
|                                                                              |  | Ended         |      | Ended        
|                                                                              |  | September 30, |      | September 30,
|                                                                              |  |               |      |              
|                                                                              |  | 2004          |      | 2003          |  | 2004 |      | 2003
|                                                                              |  |               |      |               |  |      |      |     
|Operating costs and expenses                                                  |  | $             | 0.66 |               |  | $    | 0.56 |      |  | $ | 0.68 |  |  | $ | 0.60 | 
|Depreciation, depletion and amortization                                      |  | $             | 1.81 |               |  | $    | 1.58 |      |  | $ | 1.85 |  |  | $ | 1.54 | 
|General and administrative expense*                                           |  | $             | 0.12 |               |  | $    | 0.18 |      |  | $ | 0.17 |  |  | $ | 0.22 | 
|Interest and financing expense                                                |  | $             | 0.03 |               |  | $    | 0.05 |      |  | $ | 0.03 |  |  | $ | 0.05 | 
|                                                                              |  |               |      |               |  |      |      |      |  |   |      |  |  |   |      | 
|* Stock based compensation included in
    general and administrative expense |  | $             | 0.02 |               |  | $    | 0.04 |      |  | $ | 0.03 |  |  | $ | 0.05 | 

Expressed in this fashion, year-over-year lease
operating expenses for the third quarter rose 18% to
$0.66 per Mcfe. In addition, for the nine months ended
September 30, 2004 operating expense increased by 13% to
$0.68 per Mcfe. The primary reason for the increase
includes costs associated with workover operations on Eugene
Island 148.

Depreciation, depletion and amortization
increased to $1.81 per Mcfe, or 15%, during the third
quarter of 2004 compared to 2003 and to $1.85 per Mcfe, or
20%, during the first nine months of 2004 compared to 2003. The
primary reason for the increase is the higher finding and
development costs in the offshore Gulf of Mexico.

General and administrative expenses for the three
months ended September 30, 2004, declined by 33% compared
to the third quarter of 2003 and by 23% for the first nine
months of 2004 compared to 2003. 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 allocated to drilling and
construction activities. 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 to
$0.03 per Mcfe for the three and nine months ended
September 30, 2004 compared to the same periods in the
prior year. As discussed above, reduced debt outstanding
accounted for this improvement as well as higher production
volumes.






|        |                                                               
|------- | --------------------------------------------------------------
|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 September 30, 2004, the
unpaid principal balance under the line was $5.0 million
which approximates its fair value. The interest rate on this
debt is based on a premium of 150 to 225 basis points over
the London Interbank Offered Rate (Libor). The rate
is reset periodically, usually every three months. If on
September 30, 2004, Libor changed by one full percentage
point (100 basis points) the fair value of our revolving
debt would change by approximately $13,000. We have not entered
into any interest rate hedging contracts.

Commodity Price Risk

A vast majority of our production is sold on the
spot markets. Accordingly, we are at risk for the volatility in
the commodity prices inherent in the oil and gas industry.
Occasionally we sell forward portions of our production under
physical delivery contracts that by their terms cannot be
settled in cash or other financial

11



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##### Table of Contents



instruments. We do not currently have any such
contracts in place. Such contracts are not subject to the
provisions of Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and
Hedging Activities. Accordingly, we do not provide
sensitivity analysis for such contracts.







|        |                        
|------- | -----------------------
|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 control over financial reporting.




PART II, OTHER INFORMATION






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

We have no material pending legal proceedings.






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

None






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

None






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

None






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

None






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

| |    |        |  |                                                                                                                                                
| | -- | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| | 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.  

12



---



##### Table of Contents



| |    |        |  |                                                                                                                                                                                          
| | -- | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 Amendment to the Employment Agreements by
    and between Remington Oil and Gas Corporation and James A.
    Watt and an Executive Officer.                                      
| | 10 | .15**  |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                                                                
| | 10 | .16**  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                                                                
| | 10 | .17**  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                                                                   
| | 10 | .18**  |  | 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 and
    effective 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 and effective
    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 14-A) filed with the Commission on April 16,
    2004.                        
|    
|  | Filed herewith.                                                                                                                                                                                    

13



---



##### Table of Contents



SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.



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



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

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

Date: October 28, 2004




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

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

Date: October 28, 2004

14



---



##### 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 Amendment to the Employment Agreements by
    and between Remington Oil and Gas Corporation and James A.
    Watt and an Executive Officer.                                      
| | 10 | .15**  |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                                                                
| | 10 | .16**  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                                                                
| | 10 | .17**  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                                                                   
| | 10 | .18**  |  | 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 and
    effective 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 and effective
    on March 21, 2002.      



---



##### Table of Contents





|     |                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|###  | 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 14-A) filed with the Commission on April 16,
    2004.     
|    
|  | Filed herewith.