SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                     Form 10-Q

                                    ( Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                        OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                      For the transition period from         to
                                                     -------    -------

                           Commission file number 1-11516

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes  X    No
    ---      ---

There were 21,268,440 outstanding shares of Common Stock, $0.01 par value, on
August 12, 1999.

<PAGE>

                        Remington Oil and Gas Corporation
                                Table of Contents


PART I, FINANCIAL INFORMATION                                          3

  ITEM 1. FINANCIAL STATEMENTS                                         3

    Condensed Consolidated Balance Sheets                              3

    Condensed Consolidated Statements of Income                        4

    Condensed Consolidated Statements of Cash Flows                    5

    Notes to Condensed Consolidated Financial Statements               6

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

  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK                                                 11


PART II, OTHER INFORMATION                                            12

  ITEM 1. LEGAL PROCEEDINGS                                           12

  ITEM 2. CHANGES IN SECURITIES                                       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

<PAGE>

PART I, FINANCIAL INFORMATION
Item 1. Financial Statements

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

                                                     June 30,   December 31,
                                                      1999         1998
Assets                                             -----------  ------------
 Current assets                                    (Unaudited)
  Cash and cash equivalents                        $    2,034   $    19,018
  Restricted cash and cash equivalents                 10,792         8,750
  Accounts receivable                                   4,458         3,212
  Prepaid expenses and other current assets             1,919         1,871
                                                   -----------  ------------
 Total current assets                                  19,203        32,851
                                                   -----------  ------------
 Properties
  Oil and natural gas properties
   (successful-efforts method)                        270,087       260,649
  Other properties                                      2,861         2,706
  Accumulated depreciation, depletion and
   amortization                                      (177,065)     (167,053)
                                                   -----------  ------------
 Total properties                                      95,883        96,302
                                                   -----------  ------------
 Other assets                                             959         1,076
                                                   -----------  ------------
 Total assets                                      $  116,045   $   130,229
                                                   ===========  ============

 Liabilities and stockholders' equity
  Liabilities
   Current liabilities
    Accounts payable and accrued liabilities       $    6,480   $     7,264
    Phillips judgment payable                          18,392        18,165
    Short-term notes payable and current
     portion of long-term notes payable                 2,681         8,651
                                                   -----------  ------------
   Total current liabilities                           27,553        34,080
                                                   -----------  ------------
   Other liabilities
    Long-term accounts payable                          2,335         2,913
    Notes payable                                      28,076         3,500
    8 1/4% Convertible subordinated notes
     payable due in 2002                                5,950        29,950
                                                   -----------  ------------
   Total other liabilities                             36,361        36,363
                                                   -----------  ------------
  Total Liabilities                                    63,914        70,443
                                                   -----------  ------------
  Commitments and contingencies (Note 4)
  Minority interest in subsidiaries                       121            87
  Stockholders' equity
    Preferred stock, $0.01 par value, 25,000,000
     shares authorized, shares issued - none               -             -
    Common stock, $0.01 par value, 100,000,000
     shares authorized, shares issued - 21,474,415
     in 1999 and 21,453,453 in 1998, shares
     outstanding - 21,268,440 in 1999 and
     21,247,478 in 1998                                   213           213
    Additional paid-in capital                         44,195        44,117
    Retained earnings                                   7,602        15,369
                                                   -----------  ------------
  Total stockholders' equity                           52,010        59,699
                                                   -----------  ------------
 Total liabilities and stockholders' equity        $  116,045   $   130,229
                                                   ===========  ============

    See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

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


<TABLE>
<CAPTION>

                                               Three Months Ended        Six Months Ended
                                                     June 30,                June 30,
                                             ----------------------    -----------------------
                                               1999         1998         1999         1998
                                             ----------  ----------    ----------   ----------
<S>                                          <C>         <C>           <C>          <C>
Revenues
 Oil sales                                   $   4,364   $   3,981     $   7,096    $   8,308
 Gas sales                                       4,868       7,427         8,525       14,755
 Other income                                      791         648         1,851        1,500
                                             ----------  ----------    ----------   ----------
Total revenues                                  10,023      12,056        17,472       24,563
                                             ----------  ----------    ----------   ----------
Costs and expenses
 Operating costs and expenses                    1,878       2,124         3,551        4,494
 Net Profits interest expense                      456       1,411           690        3,043
 Exploration expenses                              633       1,758         5,155        3,631
 Depreciation, depletion and amortization        5,504       5,573        10,260       11,934
 General and administrative                      1,203       1,220         2,257        2,382
 Legal expense                                     522          61           752          170
 Interest and financing expense                    872       1,066         2,528        2,061
                                             ----------   ---------    ----------   ----------
Total costs and expenses                        11,068      13,213        25,193       27,715
                                             ----------   ---------    ----------   ----------
Income (loss) before taxes and minority
  interest                                      (1,045)     (1,157)       (7,721)      (3,152)
                                             ----------   ---------    ----------   ----------
 Income tax expense                                  6           -             6            -
 Minority interest in income of subsidiaries        22           -            20            -
                                             ----------   ---------    ----------   ----------
Net income (loss)                               (1,073)     (1,157)       (7,747)      (3,152)
                                             ----------   ---------    ----------   ----------
 Other comprehensive income (loss)
  (net of taxes)                                     -           -             -            -
                                             ----------   ---------    ----------   ----------
Comprehensive income (loss)                  $  (1,073)   $ (1,157)    $  (7,747)   $  (3,152)
                                             ==========   =========    ==========   ==========

Basic and diluted (loss) per share           $   (0.05)   $  (0.06)    $   (0.36)   $   (0.15)
                                             ==========   =========    ==========   ==========

Basic and diluted comprehensive (loss)
 per share                                   $   (0.05)   $  (0.06)    $   (0.36)   $   (0.15)
                                             ==========   =========    ==========   ==========

Weighted average shares outstanding             21,311      20,387        21,286       20,370
                                             ==========   =========    ==========   ==========


           See accompanying Notes to Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>


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

                                                         Six Months Ended
                                                             June 30,
                                                     ------------------------
                                                        1999          1998
                                                     ----------    ----------
Cash flow provided by operations
 Net income (loss)                                   $  (7,747)    $  (3,152)
 Adjustments to reconcile net income
  Depreciation, depletion and amortization              10,260        11,934
  Amortization of deferred charges                         672           120
  Dry hole costs                                         4,185         1,255
  Minority interest in income of subsidiaries               20             -
  Stock issued to directors and employees for
   compensation                                             78           409
  (Gain) on sale of properties                             (95)          (70)
 Changes in working capital
  (Increase) decrease in accounts receivable            (1,259)        1,244
  (Increase) decrease in prepaid expenses and
   other current assets                                    (48)          266
  Increase (decrease) in accounts payable and
   accrued expenses                                       (557)            4
  (Increase) in deferred charges                             -          (104)
  (Increase) in restricted cash                         (2,042)            -
                                                     ----------    ----------
 Net cash flow provided by operations                    3,467        11,906
                                                     ----------    ----------
 Cash from investing activities
  Payments for capital expenditures                    (14,026)      (16,540)
  Principal repayments - S-Sixteen Holding Company           -           883
  Proceeds from property sales                              95           112
                                                     ----------    ----------
 Net cash (used in) investing activities               (13,931)      (15,545)
                                                     ----------    ----------
 Cash from financing activities
  Proceeds from note payable                            30,628         3,800
  Debt issuance costs for line of credit                  (528)            -
  Payments on notes payable and long-term
   accounts payable                                    (36,600)         (100)
  Dividends paid to minority stockholders of
   subsidiaries                                            (20)            -
                                                     ----------    ----------
 Net cash provided by (used in) financing activities    (6,520)        3,700
                                                     ----------    ----------
Net increase (decrease) in cash and cash equivalents   (16,984)           61
 Cash and cash equivalents at beginning of period       19,018         4,552
                                                     ----------    ----------
Cash and cash equivalents at end of period           $   2,034     $   4,613
                                                     ==========    ==========


    See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                     Remington Oil and Gas Corporation
              Notes to Condensed Consolidated Financial Statements
                                June 30, 1999


Note 1. Accounting Policies and Basis of Presentation

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

     We prepared these financial statements according to the instructions for
Form 10-Q. Therefore, the financial statements do not include all disclosures
required by generally accepted accounting principles. However, we have
recorded all transactions and adjustments necessary to fairly present the
financial statements included in this Form 10-Q.  The adjustments made are
normal and recurring. The following notes describe only the material changes
in accounting policies, account details or financial statement notes during
the first six months of 1999. Therefore, please read these financial
statements and notes to the financial statements together with the audited
financial statements and notes to financial statements in our 1998 Form 10-K.
The income statements for the three and six months ended June 30, 1999,
cannot necessarily be used to project results for the full year.

Note 2. Notes Payable

     In December 1998, we replaced our two classes of common stock with one
class of common stock. The indenture for the 8 1/4% Convertible Subordinated
Notes (of which $38.4 million were outstanding at December 31, 1998) defined
this transaction as a "change in control." As required under the indenture
after a "change in control," we made an offer to purchase the notes. In
February 1999, we repurchased $32.4 million of the notes outstanding
following this offer.

     In February 1999, we replaced our line of credit with a new line of
credit from a different bank. The new line of credit, a $50.0 million
facility with a borrowing base of $32.0 million, expires in 2003. We pledged
our oil and gas properties as collateral for the new line of credit. Interest
on the line of credit accrues at varying rates based on premiums of from
1.625 to 2.375 percentage points over the London Interbank Offered Rates. On
February 24, 1999, we borrowed $24.5 million on this line of credit and used
the proceeds to buy a portion of the convertible notes. We have since
borrowed $6.1 million for capital expenditures and other corporate purposes.

Note 3. Related Party Transactions

     The following information about related party transactions includes the
transactions between Remington Oil and Gas Corporation and S-Sixteen Holding
Company and its subsidiaries prior to the merger of the two companies in
December 1998. Before the merger, S-Sixteen Holding Company owned
approximately 57% of Remington's voting common stock. The primary operating
subsidiary, CKB Petroleum, Inc., owns an undivided interest in a pipeline
that transports oil from our South Pass blocks, offshore Gulf of Mexico, to
Venice, Louisiana. For the three and six months ended June 30, 1998, we paid
transportation costs to CKB Petroleum, Inc. totaling $863,000 and $1.7
million. In addition, during the same three and six month periods, Remington
received interest income totaling $139,000 and $283,000, and principal
payments totaling $336,000 and $883,000 from S-Sixteen Holding Company.

Note 4. Contingencies

Phillips Petroleum Litigation

     In August 1998, the state court in New Orleans, Louisiana, entered a
judgment against us in litigation with Phillips Petroleum Company. The
judgment in the amount of $10.9 million plus interest, was based upon claims
that we credited an insufficient amount from our 1990 litigation settlement
with Texas Eastern Transmission Corporation to Phillips' net profits account
covering South Pass Block 89 and that Philips was due an overriding royalty
payment for months in which there were no net profits. Phillips also claimed
at trial that we charged an excessive transportation fee to the net profits
account and that they were entitled to lease cancellation and double damages.
The court dismissed the claims regarding the transportation fee, lease
cancellation, and double damages. Phillips had sought aggregate damages in
excess of $44.0 million at trial. Phillips appealed substantially all of the
judgment. We appealed the judgment of $1.6 million regarding the overriding
royalty payment but not the $9.3 million portion of the judgment relating to
the Texas Eastern settlement. Oral arguments on the appeal are scheduled for
September 13, 1999. In connection with the appeal, we have posted a bond in
the amount of $18.0 million, collateralized with $9.0 million of restricted
cash.

     We also currently have litigation pending with Phillips in state court
in Collin County, Texas. This litigation centers on our termination of the
gas contract with Texas Eastern in 1998 for $49.8 million, and what, if any,
of the termination amount we received should be credited to the net profits
account. The court in Collin County stayed the case pending resolution of the
Louisiana appeals. Certain possible outcomes of the litigation with Phillips
could have a material adverse effect on us.

Minority Shareholders Litigation

     Two individuals own a combined 5.8824% in two of our subsidiaries, CKB
Petroleum, Inc. and CKB & Associates, Inc. We acquired the two subsidiaries
when we merged with S-Sixteen Holding Company in December 1998. In their
lawsuit, filed in state court in Dallas, Texas, the minority stockholders
allege that the defendants misappropriated and/or wasted corporate assets
through excessive salaries, bonuses and expenses in addition to making
improper loans and cash advances. The two minority stockholders seek to have
these purported improper payments declared constructive dividends with a pro-
rata share of such dividends paid to them. In addition, they seek a court
ordered buy-out of their interests. We are vigorously defending what we
believe to be a baseless suit. The state court recently disqualified counsel
for the minority stockholders. We have no indication that the minority
stockholders have obtained new counsel. The suit is set for trial in December
1999.

Minerals Management Service Issues

     During the first quarter of 1999, the Minerals Management Service
informed us of certain audit issues. The issues involve alleged underpaid
royalties on the use of FERC-approved tariffs for oil transportation
allowances from our South Pass blocks, and alleged underpaid crude oil
royalties on our South Pass blocks. During the second quarter of 1999, the
MMS issued orders to pay additional royalties on these issues. We disagree
with the MMS position on these issues and have posted bonds totaling $3.6
million (collateralized with $1.8 million of restricted cash) on these issues
in order to suspend the orders and appeal their allegations.  In addition, we
are currently engaged in discussions with the MMS over what additional amount
of royalties, if any, we may be required to pay on our litigation settlement
with Texas Eastern in 1990. Because these discussions are in their infancy
and the MMS is in the process of gathering information regarding various re-
characterizations of the original settlement between royalty bearing and non
royalty bearing portions, it is impossible to determine what additional
royalty, if any, we may owe. Certain possible outcomes of these proceedings
could have a material adverse effect on Remington.

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

Contingent Stock Grant

     In June 1999, the Board of Directors approved a contingent stock grant
to our employees and directors. In the event our common stock's closing price
is at or above $10.42 per share for twenty consecutive trading days prior to
the expiration of the five-year period beginning June 17, 1999, each grant of
stock will become effective. The number of shares granted each employee and
director is relative to the employee's salary (or base number in the case of
directors) and the closing stock price on June 17, 1999. The grants, if
effective, will vest 50% in three years, 75% in four years, and 100% in five
years. The total number of shares that could be issued under this contingent
stock grant is 679,937.

<PAGE>

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

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

     Our discussion contains both historical and forward-looking information.
We assess the risks and uncertainties about our business, long-term strategy,
and financial condition before we make any forward-looking statements, but we
cannot guarantee that our assessment is accurate or that our goals and
projections can or will be met. Statements concerning results of future
exploration, exploitation, development, and acquisition expenditures as well
as 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 of known facts and trends.

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

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

Liquidity and Capital Resources

     On June 30, 1999, our current liabilities exceeded our current assets by
$8.4 million. Excluding the Phillips judgment payable from current
liabilities and the restricted cash and cash equivalents from current assets,
would result in our current liabilities exceeding our current assets by
$750,000. From December 31, 1998, to June 30, 1999, our current assets
decreased by $13.6 million. Current assets decreased primarily because we
used cash to purchase a portion of the 8 1/4% Convertible Subordinated Notes
and our capital expenditures exceeded cash flow from operations during the
first two quarters of 1999.

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

     Cash flow from operations decreased by $8.4 million primarily because of
lower gas revenues from South Pass Block 89 during the first six months of
1999. Cash flow from operations before changes in working capital accounts
decreased by $3.1 million. Cash flow from operations decreased primarily
because total gas sales for the first six months decreased by $6.2 million or
42%. The average price received for gas from South Pass Block 89 decreased
from $8.69 per Mcf during the first two quarters of 1998 to $2.14 during the
first six months of 1999. The decrease in the average price occurred because
we terminated the gas sales contract that covered gas produced from this
block effective July 1, 1998. Increased production from other areas partially
offset the decrease in gas revenue from South Pass Block 89. Excluding South
Pass Block 89, total gas production increased by 641,000 Mcf for the first
six months of 1999.

     During the first two quarters of 1999, we incurred capital expenditures
totaling $14.0 million. We drilled five new wells in the Gulf of Mexico and
fourteen wells in South Texas. During the second half of 1999, we will incur
costs to complete several of the South Texas wells, Eugene Island Block 135
well #3, Galveston Block 333 #A-3 and High Island Block 87 #3. We expect to
drill a test well in the "V" sands interval below the existing "U" sand in
South Pass Block 87, a shallow well in Eugene Island Block 297, five to six
additional wells in South Texas, and two wells in Mississippi.

     In February 1999, we replaced our line of credit with a new line of
credit from a different bank. The new line of credit with a borrowing base of
$32.0 million expires in 2003. We pledged our oil and gas properties as
collateral for the new line of credit. On February 24, 1999, we borrowed
$24.5 million on this line of credit and used the majority of the proceeds to
buy a portion of the convertible notes. At June 30, 1999, we had $1.3 million
of unused borrowing base on the line of credit. The bank will review the
borrowing base semi-annually and may increase or decrease the borrowing base
relative to the redetermined estimate of proved oil and gas reserves.

Year 2000 Issue

     The year 2000 issue relates to computer programs written with two digits
defining a year rather than four. Computer programs that have date-sensitive
software may recognize a date using "00" as the year 1900 instead of 2000 or
not at all.  This inability to recognize or properly treat the year 2000 may
cause a breakdown of both information technology and non-information
technology systems and cause these systems to process critical financial and
operational information incorrectly.

     We have assessed and continue to assess the year 2000 issue and its
impact on our partners, suppliers, customers and us. We identified three
areas related to the year 2000 issue that we believed would be most critical
to us. The first area included our ability to continue producing oil and gas,
to accurately measure the production, and to receive payment for the
production sold. The second area addressed our access to complete and
accurate financial and operational information stored on our internal
computer network. The final area included the management of our financial
assets including cash and securities held with financial institutions.

     Twelve properties account for approximately 90% of our revenue. The
properties have seven different operators. Six companies purchase and/or pay
us for the oil and gas production from these properties. We have surveyed the
operators and purchasers regarding the ability to continue production and to
accurately measure the production. We have surveyed the purchasers to
determine their ability to pay us for our production in a timely manner. We
have received favorable written responses to many of the questionnaires. We
anticipate that we will receive favorable responses from the remaining
operators and purchasers. In June of this year, we tested both the hardware
and software in our internal computer network and found that no material year
2000 problems should arise in connection with either of these items. In
addition, the company that provides our financial and accounting software
package has informed us that the software is year 2000 compliant. We have
received a letter from our primary bank confirming that it is year 2000
compliant.

<PAGE>

Results of Operations

     The following table reflects the increase or decrease in oil and gas
sales revenue due to the changes in prices and the increase or decrease in
production volumes.


<TABLE>
<CAPTION>
                                           Three Months Ended         Six Months Ended
                                                June 30,                  June 30,
                                         ----------------------     --------------------
                                           1999          1998         1999        1998
                                         ---------     ---------    ---------   --------
                                                   (In thousands, except prices)
<S>                                      <C>           <C>          <C>         <C>
Oil production volume (MBbls)                 320           355          619         694
Oil sales revenue                        $  4,364      $  3,981     $  7,096    $  8,308
Price per barrel                         $  13.64      $  11.22     $  11.47    $  11.97

Increase (decrease) in oil sales
  revenue due to:
 Change in prices                        $    859                   $   (347)
 Change in production volume                 (476)                      (865)
                                         ---------                  ---------
Total increase (decrease) in oil
  sales revenue                          $    383                   $ (1,212)
                                         =========                  =========

Gas production volume (MMcf)
 South Pass Block 89                          272           434          520         915
 Other properties                           1,997         1,535        3,494       2,853
                                         ---------     ---------    ---------   ---------
Total                                       2,269         1,969        4,014       3,768
                                         =========     =========    =========   =========
Gas sales revenue
 South Pass Block 89                     $    590      $  3,781     $  1,113    $  7,953
 Other properties                           4,278         3,646        7,412       6,802
                                         ---------     ---------    ---------   ---------
Total                                    $  4,868      $  7,427     $  8,525    $ 14,755
                                         =========     =========    =========   =========
Price per Mcf
 South Pass Block 89                     $   2.17      $   8.71     $   2.14    $   8.69
 Other properties                        $   2.14      $   2.38     $   2.12    $   2.38

Increase (decrease) in gas sales
  revenue due to:
 Change in prices
  South Pass Block 89                    $ (2,838)                  $ (5,993)
  Other properties                           (368)                      (742)
 Change in production volume
  South Pass Block 89                        (353)                      (847)
  Other properties                          1,000                      1,352
                                         ---------                  ---------
Total increase (decrease) in gas
  sales revenue                          $ (2,559)                  $ (6,230)
                                         =========                  =========

</TABLE>

     Oil production during the second quarter and first six months of 1999
decreased when compared to the same period in 1998, primarily because of
natural depletion from existing wells in the South Pass area blocks.
Increased oil production from offshore Gulf of Mexico properties Eugene
Island Blocks 135 and 148, West Cameron Block 170, Galveston Block 333, and
the Parker Creek field in Mississippi partially offset the decrease in
production from the South Pass area blocks. We purchased Eugene Island Block
148 and Galveston Block 333 in December 1998.

     During the first and second quarters of 1998, we sold gas at prices
substantially higher than spot prices from South Pass Block 89 under a long-
term gas sales contract. We terminated this contract effective July 1, 1998.
In addition, gas production from South Pass Block 89 decreased as a result of
natural depletion from existing wells in the producing reservoirs. The
combination of the lower price per Mcf and lower production volumes caused
gas sales revenue from South Pass Block 89 to decrease by a total of $3.2
million in the second quarter of 1999 compared to 1998 and by $6.8 million
during the first six months of 1999 compared to the prior year period.
However, we partially offset the decrease from South Pass Block 89 with
production from other properties, primarily from six offshore Gulf of Mexico
properties we purchased in December  1998, High Island Block 86, and West
Cameron Block 170.

     Operating expenses decreased by $246,000 during the three months ended
June 30, 1999, compared to the three months ended June 30, 1998. In addition,
operating expenses decreased by $942,000 during the first half of 1999
compared to the first half of 1998. The decrease resulted from lower
transportation expenses, which decreased after we purchased CKB Petroleum,
Inc. in December 1998. CKB Petroleum, Inc. owns a partial interest in the
pipeline that transports oil from our offshore South Pass blocks to onshore
Louisiana. The decrease was partially offset by increased operating expenses
from new or purchased properties. Net profits expense decreased by $955,000
during the second quarter of 1999 and by $2.4 million for the first six
months of 1999 when compared to the same periods in the prior year because of
the lower oil and gas revenue on South Pass Block 89.

     Exploration expense decreased during the second quarter of 1999 because
of lower dry hole costs incurred. Exploration expense for the first six
months of 1999 increased by $2.6 million because of dry hole costs incurred
during the first quarter of 1999 when we drilled a sidetrack to an
exploratory well on Main Pass Block 262. The sidetrack did not encounter
commercial oil or gas reserves. Depreciation, depletion, and amortization
expense decreased by $1.7 million during the first six months of 1999 because
of lower property costs subject to depreciation, depletion, and amortization
on South Pass Block 89. In addition, oil and gas reserves on other offshore
properties increased which lowered the depreciation, depletion, and
amortization rate. The lower depreciable basis on South Pass Block 89
resulted from impairment charges incurred in 1998 after we terminated our
long-term gas sales contract.

     Expenses primarily related to the Phillips litigation caused legal fees
to increase by $461,000 during the second quarter of 1999 and by $582,000
during the first six months of 1999 when compared to the same periods in the
prior year. Interest and financing expense increased by $467,000 during the
first six months because we accelerated the amortization of the offering
costs on the 8 1/4% Convertible Subordinated Notes after we purchased
approximately 85% of the outstanding notes in February 1999. However, the
reduction in outstanding debt during the second quarter of 1999 caused
interest and financing expense to be $194,000 lower than the second quarter
of 1998.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     Our market risk sensitive instrument at June 30, 1999, is a revolving
line of credit from a bank. At June 30, 1999, the unpaid principal balance
under the line was $30.6 million. The interest rate on this debt is sensitive
to market fluctuations, however, we do not believe that significant
fluctuations in the market rate of interest have a material effect on our
consolidated financial position, results of operations, or cash flow from
operations.

<PAGE>

PART II, OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities

     None

Item 3. Defaults upon Senior Securities

     None

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

     On June 17, 1999, we held our annual stockholders' meeting to elect
members to the company's board of directors, ratify Arthur Andersen LLP as
the independent auditors for 1999, and increase the maximum number of stock
options issuable to a single individual under the 1997 Stock Option Plan. The
stockholders voted as follows:

Election of Directors                  For      Withheld/Against    Abstained

     Don D. Box                    18,302,923       730,380
     John E. Goble, Jr.            18,303,523       729,780
     William E. Greenwood          18,302,523       730,780
     David H. Hawk                 18,303,023       730,280
     James Arthur Lyle             18,303,523       729,780
     David E. Preng                18,303,523       729,780
     Thomas W. Rollins             18,303,523       729,780
     Alan C. Shapiro               18,303,523       729,780
     James A. Watt                 18,303,023       730,280

Ratification of independent
  auditors for 1999                18,922,910        59,445          50,948

Stock option plan amendment        17,554,123     1,342,032         137,148

     The members of the board of directors do not serve staggered terms of
office. All directors elected at the meeting were already members of the
board at the time of election. No director serving at the time of the
election failed to retain his seat on the board.

Item 5. Other Information

     None

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

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

     3.1*       Certificate of Incorporation, as amended.

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

     3.3###     By-Laws as amended.

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

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

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

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

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

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

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

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

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

     10.9+      Form of Letter Agreement regarding severance benefits dated
as of December 12, 1995 by and between Box Energy Corporation and employees
not covered by Executive Severance Agreements.

     10.10***   Amended and Restated Promissory Note between Box Energy
Corporation and Box Brothers Holding Company.

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

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

     10.13***   Box Energy Corporation Severance Plan.

     10.14      Box Energy Corporation 1997 Stock Option Plan (as amended
June 17, 1999).

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

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

     11.1       Statement regarding Computation of Income per share.

     27         Financial Data Schedule

(b)  No Forms 8-K were filed during the quarter ended June 30, 1999.

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

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

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

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

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

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

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

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

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

SIGNATURES

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

                                 REMINGTON OIL AND GAS CORPORATION


Date:     August 13, 1999        By:  (James A. Watt)
         -----------------            --------------------------------
                                 James A. Watt
                                 President and Chief Executive Officer



Date:    August 13, 1999         By:  (J. Burke Asher)
        -----------------             ---------------------------------
                                 J. Burke Asher
                                 Vice President/Finance

<PAGE>