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                                                                    EXHIBIT 14.1

                       CODE OF BUSINESS CONDUCT AND ETHICS
                                       OF
                        REMINGTON OIL AND GAS CORPORATION

1.       REMINGTON DIRECTORS, OFFICERS, AND EMPLOYEES SHALL AVOID ALL CONFLICTS
         OF INTEREST OR IMPROPER OR UNLAWFUL CONDUCT AND EVEN THE APPEARANCE
         THEREOF

         -        It is the policy of Remington Oil and Gas Corporation
                  ("Remington" or the "Company") that there shall be no conflict
                  of interest between the interests of Remington and the
                  personal interests of any Director, officer, or employee. The
                  best interests of Remington must be the sole determinant in
                  all business decisions, and no considerations of friendship or
                  self-interest may be allowed to interfere with this principle.

         -        Any Director, officer, employee, or any member of their
                  respective immediate families may not accept any gift of more
                  than nominal value from any person or entity with which
                  Remington has a business relationship or which in any way
                  competes with Remington. Nor may any Director, officer,
                  employee, or any member of their respective immediate families
                  maintain any beneficial interest of any kind (other than
                  publicly-traded securities or securities in issuers of which
                  no family member is a control person or an affiliate) in any
                  entity which has a business relationship with Remington or
                  which in any way competes with Remington.

         -        In addition, conflicts of interest may arise, among other
                  things, when a Director, officer, or employee, takes actions
                  or has interests that may make it difficult to perform work
                  for Remington objectively and effectively, or when a Director,
                  officer, employee, or any member of their respective families
                  receives improper personal benefits as a result of such
                  person's position in Remington. Any such conflicts of interest
                  are prohibited.

         -        It is the responsibility of a Director to report the
                  possibility of a conflict of interest to the full Board of
                  Directors and of an officer or employee to report a conflict
                  of interest to the Company's Senior Officer. The Company's
                  Senior Officer shall report any conflict of interest to the
                  Board of Directors. Only the Board of Directors may waive a
                  conflict of interest, or any other waiver for non-compliance
                  with this Code of Business Conduct and Ethics, and such waiver
                  may not occur by means of a unanimous consent in lieu of
                  meeting. In the event a conflict of interest, or any other
                  non-compliance with this Code of Business Conduct and Ethics
                  by a Director or officer, is waived by the Board of Directors,
                  the Board of Directors shall cause the Company to file a
                  periodic report on Form 8-K with the Securities and Exchange
                  Commission within two days of the meeting in which the
                  conflict is waived. The Form 8-K shall provide the details of
                  the conflict and the basis for waiver.

2.       DIRECTORS, OFFICERS, AND EMPLOYEES SHALL KEEP COMPANY INFORMATION
         CONFIDENTIAL

         -        In carrying out its business, Remington maintains confidential
                  information. Confidential information means information
                  maintained by Remington

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                  regarding its operational, financial, legal, and
                  administrative activities, which has not been released by
                  Remington to the public through press releases, annual reports
                  or periodic filings with the Securities and Exchange
                  Commission. The above categories are very broad as to the
                  information encompassed and would include, but not be limited
                  to, Company procedures, personnel or customers. The
                  presumption should thus be in favor of particular information
                  being confidential. Generally, confidential information
                  includes all non-public information that may be of use to
                  competitors, or harmful to the Company or its customers, if
                  disclosed. Moreover, federal securities laws impose strict
                  obligations on Remington regarding disclosure of information
                  to the public.

         -        The policies outlined below have been implemented in order to
                  preserve Remington's confidential information. Any questions
                  regarding these policies should be addressed to the Company's
                  Senior Officer.

                  -        The Company's Senior Officer or his designee is the
                           designated spokesman for Remington for the
                           dissemination of Company information to the public.
                           No other person is authorized to disclose Company
                           information or speak on such matters with the public.
                           The public includes, but is not limited to,
                           stockholders, analysts and members of the media. Any
                           inquires for information must be referred to the
                           Company's Senior Officer.

                  -        Unauthorized disclosure of Company information,
                           whether confidential or not, is forbidden.
                           Authorization for release must be obtained prior to
                           release from the Company's Senior Officer or his
                           designee.

                  -        Under no circumstances is a Director, officer or
                           employee to respond to rumors regarding Remington
                           that may appear on the Internet or any other medium.

                  -        A Director's, officer's or employee's obligation to
                           preserve confidential Company information survives
                           the Director's, officer's or employee's separation
                           from Remington.

3.       TRADING IN COMPANY SECURITIES

Directors, officers, and employees of the Company are generally prohibited from
trading in Company securities (including the exercise of stock options) during
the last month of any financial quarter through the expiration of three days
following the public dissemination of the Company's financial results for that
quarter. The Company's Senior Officer may upon written request allow trading in
Company Securities during generally prohibited times if in his sole discretion
there is no material non-public information in the possession of the Director,
officer or employee. In addition:

         -        Company policy also prohibits Directors, officers, and
                  employees from providing a third party with material
                  non-public information that may lead to the third party
                  trading in Remington's securities. This "tipping" is also a
                  violation of federal and state law.

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         -        Periodically, the Company's Senior Officer will designate a
                  "black out period" during which time Directors, officers, and
                  employees are prohibited from trading in Remington's
                  securities. Only two exceptions will be granted during "black
                  out periods." These exceptions are the acquisition of shares
                  pursuant to a stockholder approved stock option plan where the
                  shares are acquired with cash or where a sufficient number of
                  shares of Company stock are withheld or tendered to pay for
                  the shares acquired, and in both instances the shares are held
                  for at least six months. These "black out periods" may occur
                  during generally open trading periods. These periods will
                  usually be declared prior to the issuance of a significant
                  Company press release or the filing of a significant document
                  with the Securities and Exchange Commission. In no case should
                  Directors, officers, or employees trade in Remington's
                  securities within 72 hours of the issuance of any significant
                  Company press release even if a "black out period" was not
                  designated prior to the issuance of the press release.

         -        It shall also be improper for any director or executive
                  officer to trade in Company securities by any means, including
                  the exceptions to blackout periods discussed in the paragraph
                  above, during a period when trading in Company securities is
                  banned in connection with the Company's 401(k) Plan or any
                  other Company defined benefit plan.

         -        Directors and officers of Remington are required to inform the
                  Corporate Secretary of every transaction they make in
                  Remington's securities. This notification should be made prior
                  to the transaction, as Directors and officers are burdened
                  with certain restrictions as to the timing of purchases and
                  sales of securities. In addition, such notification must come
                  prior to a transaction by a Director or officer because the
                  transaction must be reported to the Securities and Exchange
                  Commission within two business days of the transaction.

The only exception to the rules regarding trading periods is if the Director,
officer or employee has properly prepared a trading plan in accordance with Rule
10b5-1 promulgated pursuant to the Securities Exchange Act of 1934, as amended.

4.       LOANS TO DIRECTORS, OFFICERS, AND EMPLOYEES

Effective July 30, 2002, the Company is prohibited from, directly or indirectly,
making any loan to a Director, officer, or employee of the Company or
guaranteeing any loan or obligation on behalf of a Director, officer or
employee, except upon the recommendation of the Company's Senior Officer with
approval of the Compensation Committee in connection with the relocation of an
employee.

5.       THE COMPANY ENCOURAGES THE REPORTING OF ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to their supervisors, managers or other
appropriate personnel when in doubt about the best course of action in a
particular situation. In addition, employees should report any violations of
law, rules, regulations or this Code of Business Conduct and Ethics to
appropriate personnel. The Company will not allow retaliation against employees
for such reports made in good faith.

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6.       IT IS THE COMPANY'S POLICY TO PROHIBIT ALL FORMS OF HARASSMENT OR OTHER
         IMPROPER CONDUCT

The Company expects proper, professional conduct from each Director, officer,
and employee with other Directors, officers, employees, and business associates
at all times, in the workplace or in any Company business environment.
Harassment and other improper conduct, regardless of the form or activity, will
not be tolerated and will subject the person engaging in such behavior to
sanctions which may include termination "for cause."

7.       CORPORATE OPPORTUNITIES

Directors, officers, and employees owe a duty to the Company to advance the
Company's legitimate interests when the opportunity to do so arises. It is the
Company's policy that Directors, officers, and employees shall be prohibited
from:

         -        Taking for themselves personally opportunities that are
                  discovered through the use of corporate property, information
                  or position

         -        Using corporate property, information or position for personal
                  gain

         -        Competing with the Company

8.       FAIR DEALING

Each employee should endeavor to deal fairly with the Company's joint interest
owners, joint venture partners, product purchasers, vendors, competitors, and
employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.

9.       PROTECTION AND PROPER USE OF COMPANY ASSETS

All employees should protect the Company's assets and ensure their efficient
use. Theft, carelessness and waste have a direct impact on the Company's
profitability. All Company assets should be used for legitimate business
purposes.

10.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

In addition to the insider trading laws discussed in paragraph 3 above,
Directors, officers and employees shall strive to comply with all laws, rules
and regulations which govern the conduct of the Company's business matters. The
requirements and opportunities provided in paragraphs 5 and 6 above should be
heeded by all Directors, officers and employees.

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