##### Table of Contents









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, 2002
|  
|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

There were 26,234,491 outstanding shares of
Common Stock, $0.01 par value, on November 11, 2002.



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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                      |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|PART I, FINANCIAL INFORMATION                     
|                                                   | Item 1. Financial Statements                                                                 
|                                                   |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF INCOME         
|                                                   |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                                   |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                                                   | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                                                   | Item 4. Controls and Procedures                                                              
|PART II, OTHER INFORMATION                        
|                                                   | Item 1. Legal Proceedings                                                                    
|                                                   | Item 2. Changes in Securities                                                                
|                                                   | Item 3. Defaults upon Senior Securities                                                      
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                   | Item 5. Other Information                                                                    
|                                                   | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                        
|CERTIFICATIONS                                    
|INDEX TO EXHIBITS                                 
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350
|EX-99.2 Certification Pursuant to 18 USC Sec. 1350



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION

TABLE OF CONTENTS

|                              |         |                                                          |                                                                                           |  |   |    | 
|----------------------------- | ------- | -------------------------------------------------------- | ----------------------------------------------------------------------------------------- |  | - | -- | 
|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 |  |   | 7  | 
|                              | ITEM 3. |                                                          | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK                            |  |   | 9  | 
|                              | ITEM 4. |                                                          | CONTROLS AND PROCEDURES                                                                   |  |   | 10 | 
|                             
|PART II, OTHER INFORMATION    |         |                                                          | 11                                                                                        | 
|                              | ITEM 1. |                                                          | LEGAL PROCEEDINGS                                                                         |  |   | 11 | 
|                              | ITEM 2. |                                                          | CHANGES IN SECURITIES                                                                     |  |   | 11 | 
|                              | ITEM 3. |                                                          | DEFAULTS UPON SENIOR SECURITIES                                                           |  |   | 11 | 
|                              | ITEM 4. |                                                          | SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS                                   |  |   | 11 | 
|                              | ITEM 5. |                                                          | OTHER INFORMATION                                                                         |  |   | 11 | 
|                              | ITEM 6. |                                                          | EXHIBITS AND REPORTS ON FORM 8-K                                                          |  |   | 11 | 
|SIGNATURES                    |         |                                                          | 13                                                                                        | 
|CERTIFICATIONS                |         |                                                          | 14                                                                                        | 

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,
|                                               |                                        | 2002                                                                                                                                                                                                     |         | 2001        
|                                               |                                        |                                                                                                                                                                                                          |         |             
|                                               |                                        | (Unaudited)                                                                                                                                                                                              |         |             
|                                               |                                        |                                                                                                                                                                                                         
|                                               |                                        | (In thousands,                                                                                                                                                                                          
|                                               |                                        | except share data)                                                                                                                                                                                      
|ASSETS                                        
|                                               | Current assets                         |                                                                                                                                                                                                          |         |              |          |   |         |         |         
|                                               |                                        | Cash and cash equivalents                                                                                                                                                                                |         | $            | 9,314    |   |         | $       | 19,377   |  
|                                               |                                        | Accounts receivable                                                                                                                                                                                      |         |              | 23,099   |   |         |         | 19,445   |  
|                                               |                                        | Prepaid expenses and other current assets                                                                                                                                                                |         |              | 5,113    |   |         |         | 1,487    |  
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Total current assets                   |                                                                                                                                                                                                          |         | 37,526       |          |   |         | 40,309  |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Properties                             |                                                                                                                                                                                                          |         |              |          |   |         |         |         
|                                               |                                        | Oil and natural gas properties
    (successful-efforts method)                                                                                                                                           |         |              | 492,640  |   |         |         | 433,988  |  
|                                               |                                        | Other properties                                                                                                                                                                                         |         |              | 3,149    |   |         |         | 3,023    |  
|                                               |                                        | Accumulated depreciation, depletion and
    amortization                                                                                                                                                 |         |              | (264,540 | ) |         |         | (237,661 | )
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Total properties                       |                                                                                                                                                                                                          |         | 231,249      |          |   |         | 199,350 |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Other assets                           |                                                                                                                                                                                                          |         | 1,415        |          |   |         | 773     |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|Total assets                                   |                                        | $                                                                                                                                                                                                        | 270,190 |              |          | $ | 240,432 |        
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                              
|LIABILITIES AND STOCKHOLDERS
    EQUITY      
|                                               | Current liabilities                    |                                                                                                                                                                                                          |         |              |          |   |         |         |         
|                                               |                                        | Accounts payable and accrued liabilities                                                                                                                                                                 |         | $            | 40,691   |   |         | $       | 34,232   |  
|                                               |                                        | Short-term notes payable and current portion of
    other long-term payables                                                                                                                             |         |              | 1,669    |   |         |         | 3,253    |  
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Total current liabilities              |                                                                                                                                                                                                          |         | 42,360       |          |   |         | 37,485  |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Long-term liabilities                  |                                                                                                                                                                                                          |         |              |          |   |         |         |         
|                                               |                                        | Notes payable                                                                                                                                                                                            |         |              | 27,000   |   |         |         | 71,000   |  
|                                               |                                        | Other long-term payables                                                                                                                                                                                 |         |              | 1,945    |   |         |         | 3,758    |  
|                                               |                                        | Deferred income tax liability                                                                                                                                                                            |         |              | 7,304    |   |         |         | 2,851    |  
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Total long-term liabilities            |                                                                                                                                                                                                          |         | 36,249       |          |   |         | 77,609  |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Total liabilities                      |                                                                                                                                                                                                          |         | 78,609       |          |   |         | 115,094 |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Commitments and contingencies (Note 5) |                                                                                                                                                                                                          |         |              |          |   |         |         |         
|                                               | 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, 26,287,868 shares
    issued and 26,197,132 shares outstanding in 2002,
    22,685,240 shares issued and 22,650,881 outstanding in 2001 |         |              | 263      |   |         |         | 227      |  
|                                               |                                        | Additional paid-in capital                                                                                                                                                                               |         |              | 114,952  |   |         |         | 56,698   |  
|                                               |                                        | Restricted common stock                                                                                                                                                                                  |         |              | 5,468    |   |         |         | 8,055    |  
|                                               |                                        | Unearned compensation                                                                                                                                                                                    |         |              | (3,540   | ) |         |         | (4,581   | )
|                                               |                                        | Retained earnings                                                                                                                                                                                        |         |              | 75,415   |   |         |         | 64,939   |  
|                                               |                                        | Treasury stock                                                                                                                                                                                           |         |              | (977     | ) |         |         |         |  
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|                                               | Total stockholders equity             |                                                                                                                                                                                                          |         | 191,581      |          |   |         | 125,338 |         
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        
|Total liabilities and stockholders
    equity |                                        | $                                                                                                                                                                                                        | 270,190 |              |          | $ | 240,432 |        
|                                               |                                        |                                                                                                                                                                                                          |         |              |          |   |         |        

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,    
|                                                  |                                          |                                          |        |                  
|                                                  |                                          | 2002                                     |        | 2001              |  | 2002 |        | 2001  
|                                                  |                                          |                                          |        |                   |  |      |        |       
|                                                  |                                          |                                         
|                                                  |                                          | (Unaudited)                             
|                                                  |                                          |                                         
|                                                  |                                          | (In thousands, except per share amounts)
|Revenues                                          |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|                                                  | Oil sales                                |                                          | $      | 12,732            |  |      | $      | 6,848  |  |   | $      | 31,024 |  |   | $      | 22,481 | 
|                                                  | Gas sales                                |                                          |        | 13,072            |  |      |        | 15,559 |  |   |        | 41,278 |  |   |        | 72,543 | 
|                                                  | Other income                             |                                          |        | 113               |  |      |        | 350    |  |   |        | 4,450  |  |   |        | 1,902  | 
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Total revenues                                    |                                          |                                          | 25,917 |                   |  |      | 22,757 |        |  |   | 76,752 |        |  |   | 96,926 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Costs and expenses                                |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|                                                  | Operating costs and expenses             |                                          |        | 4,344             |  |      |        | 4,815  |  |   |        | 11,783 |  |   |        | 11,549 | 
|                                                  | Exploration expenses                     |                                          |        | 3,976             |  |      |        | 6,089  |  |   |        | 12,598 |  |   |        | 10,260 | 
|                                                  | Depreciation, depletion and amortization |                                          |        | 9,384             |  |      |        | 9,370  |  |   |        | 29,201 |  |   |        | 27,619 | 
|                                                  | General and administrative               |                                          |        | 1,304             |  |      |        | 757    |  |   |        | 4,101  |  |   |        | 3,563  | 
|                                                  | Stock based compensation                 |                                          |        | 393               |  |      |        | 366    |  |   |        | 1,246  |  |   |        | 3,281  | 
|                                                  | Settlements                              |                                          |        |                  |  |      |        |       |  |   |        |       |  |   |        | 13,524 | 
|                                                  | Interest and financing expense           |                                          |        | 413               |  |      |        | 770    |  |   |        | 1,706  |  |   |        | 2,963  | 
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Total costs and expenses                          |                                          |                                          | 19,814 |                   |  |      | 22,167 |        |  |   | 60,635 |        |  |   | 72,759 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Income before taxes                               |                                          |                                          | 6,103  |                   |  |      | 590    |        |  |   | 16,117 |        |  |   | 24,167 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|                                                  | Income tax expense                       |                                          |        | 2,136             |  |      |        | 207    |  |   |        | 5,641  |  |   |        | 7,887  | 
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Net income                                        |                                          | $                                        | 3,967  |                   |  | $    | 383    |        |  | $ | 10,476 |        |  | $ | 16,280 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Basic income per share                            |                                          | $                                        | 0.15   |                   |  | $    | 0.02   |        |  | $ | 0.42   |        |  | $ | 0.75   |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Diluted income per share                          |                                          | $                                        | 0.14   |                   |  | $    | 0.02   |        |  | $ | 0.39   |        |  | $ | 0.68   |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Weighted average shares outstanding
    (Basic)   |                                          |                                          | 26,140 |                   |  |      | 22,103 |        |  |   | 24,990 |        |  |   | 21,827 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Weighted average shares outstanding
    (Diluted) |                                          |                                          | 27,775 |                   |  |      | 24,589 |        |  |   | 26,887 |        |  |   | 24,354 |       
|                                                  |                                          |                                          |        |                   |  |      |        |        |  |   |        |        |  |   |        |       

See accompanying Notes to Condensed Consolidated
Financial Statements.

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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION






CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS


|                                 |                                                         |                                                             |   |         |         |   |   |         |         |  
|-------------------------------- | ------------------------------------------------------- | ----------------------------------------------------------- | - | ------- | ------- | - | - | ------- | ------- | -
|                                 |                                                         |                                                            
|                                 |                                                         | Nine Months Ended                                          
|                                 |                                                         | September 30,                                              
|                                 |                                                         |                                                            
|                                 |                                                         | 2002                                                        |   | 2001   
|                                 |                                                         |                                                             |   |        
|                                 |                                                         |                                                            
|                                 |                                                         | (Unaudited)                                                
|                                 |                                                         |                                                            
|                                 |                                                         | (In thousands)                                             
|Cash flow provided by operations |                                                         |                                                             |   |         |         |   |   |        
|                                 | Net income                                              |                                                             | $ | 10,476  |         |   | $ | 16,280  |        
|                                 | Adjustments to reconcile net income                     |                                                             |   |         |         |   |   |         |        
|                                 |                                                         | Depreciation, depletion and amortization                    |   |         | 29,201  |   |   |         | 27,619  |  
|                                 |                                                         | Deferred income taxes                                       |   |         | 5,641   |   |   |         | 7,887   |  
|                                 |                                                         | Amortization of deferred charges                            |   |         | 164     |   |   |         | 132     |  
|                                 |                                                         | Deferred net profits expense                                |   |         |        |   |   |         | 1,270   |  
|                                 |                                                         | Dry hole and impairment costs                               |   |         | 11,993  |   |   |         | 7,052   |  
|                                 |                                                         | Cash paid for dismantlement costs                           |   |         | (86     | ) |   |         |        |  
|                                 |                                                         | Stock based compensation                                    |   |         | 1,246   |   |   |         | 3,281   |  
|                                 |                                                         | (Gain) on sale of properties                                |   |         | (4,095  | ) |   |         |        |  
|                                 | Changes in working capital                              |                                                             |   |         |         |   |   |         |        
|                                 |                                                         | (Increase) decrease in accounts receivable                  |   |         | (3,674  | ) |   |         | 1,972   |  
|                                 |                                                         | (Increase) in prepaid expenses and other current
    assets |   |         | (4,436  | ) |   |         | (1,208  | )
|                                 |                                                         | Increase in accounts payable and accrued
    liabilities    |   |         | 6,414   |   |   |         | 20,727  |  
|                                 |                                                         | Decrease in restricted cash                                 |   |         |        |   |   |         | 11,592  |  
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Net cash flow provided by operations                    |                                                             |   | 52,844  |         |   |   | 96,604  |        
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Cash from investing activities                          |                                                             |   |         |         |   |   |         |        
|                                 |                                                         | Capital expenditures                                        |   |         | (76,650 | ) |   |         | (94,304 | )
|                                 |                                                         | Proceeds from property sales                                |   |         | 7,738   |   |   |         |        |  
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Net cash (used in) investing
    activities             |                                                             |   | (68,912 | )       |   |   | (94,304 | )      
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Cash from financing activities                          |                                                             |   |         |         |   |   |         |        
|                                 |                                                         | Proceeds from note payable                                  |   |         | 6,600   |   |   |         | 17,500  |  
|                                 |                                                         | Loan origination costs for line of credit                   |   |         |        |   |   |         | (307    | )
|                                 |                                                         | Payments on notes payable and other long-term
    payables  |   |         | (53,997 | ) |   |         | (11,232 | )
|                                 |                                                         | Common stock issued                                         |   |         | 54,379  |   |   |         | 1,018   |  
|                                 |                                                         | Treasury stock acquired                                     |   |         | (977    | ) |   |         |        |  
|                                 |                                                         | Reduction in temporary equity                               |   |         |        |   |   |         | (18,857 | )
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Net cash provided by (used in) financing
    activities |                                                             |   | 6,005   |         |   |   | (11,878 | )      
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Net (decrease) in cash and cash
    equivalents         |                                                             |   | (10,063 | )       |   |   | (9,578  | )      
|                                 |                                                         | Cash and cash equivalents at beginning of period            |   |         | 19,377  |   |   |         | 18,131  |  
|                                 |                                                         |                                                             |   |         |         |   |   |        
|                                 | Cash and cash equivalents at end of
    period          |                                                             | $ | 9,314   |         |   | $ | 8,553   |        
|                                 |                                                         |                                                             |   |         |         |   |   |        

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


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 shallow water 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 2002. 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 2001 Form 10-K. The income statements for
the three and nine months ended September 30, 2002, 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.     New
Accounting Policies



| |                                                        
| | -------------------------------------------------------
| | Statement of Financial Accounting Standards
    No. 144

During the first quarter of 2002, we adopted
Statement of Financial Accounting Standards No. 144
Accounting for the Impairment or Disposal of Long-Lived
Assets which supersedes Statement of Financial Accounting
Standards No. 121 Accounting for Impairment of
Long-Lived Assets. The Statement addresses financial
accounting and reporting for the impairment or disposal of
long-lived assets. Adoption of this statement did not have a
material effect on our balance sheet or income statement.



| |                    
| | -------------------
| | Unproved properties

Through December 31, 2001, we assessed the
capitalized costs of unproved properties periodically to
determine whether their value has been impaired below the
capitalized costs, recognizing a loss to the extent such
impairment was indicated. In making these assessments, we
considered factors such as exploratory drilling results, future
drilling plans and lease expiration terms. Effective
January 1, 2002, we implemented a policy whereby we
amortize the balance of our individually immaterial unproved
property costs (adjusted by an anticipated rate of future
successful development) over an average lease term. Individually
significant properties (those with a net cost of $500,000 or
more) will continue to be evaluated periodically on a separate
basis for impairment. We will transfer the original cost of an
unproved property to proved properties if and when we find
commercial oil and gas reserves sufficient to justify
development of the property. The effect of this change was not
material to our results of operations.

Note 3.     Common
Stock and Notes Payable

In March 2002, we issued 3.0 million shares
of common stock at $18.50 per share. Net proceeds from the
offering totaled approximately $52.8 million. We used
$44.0 million of the net proceeds to reduce outstanding
bank debt from $71.0 million to $27.0 million. We used
the remainder of the net proceeds for working capital.

As of September 30, 2002, our amended credit
facility of $150.0 million has a borrowing base of
$75.0 million. Interest only is payable quarterly through
May 3, 2004, at which time the line expires and all
principal becomes due, unless the line is extended or
renegotiated.

5



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##### Table of Contents



REMINGTON OIL AND GAS CORPORATION


NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

Note 4.     Income
per Share

The following table presents our calculation of
basic and diluted income per share.

|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |        | 
|------------------------------------------------- | -------------------------------------------------------------- | ------------------ | ------ | ----------------- |  | ---- | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                                  |                                                                |                    |        |                  
|                                                  |                                                                | Three Months Ended |        | Nine Months Ended
|                                                  |                                                                | September 30,      |        | September 30,    
|                                                  |                                                                |                    |        |                  
|                                                  |                                                                | 2002               |        | 2001              |  | 2002 |        | 2001  
|                                                  |                                                                |                    |        |                   |  |      |        |       
|Net income available for basic income per share   |                                                                | $                  | 3,967  |                   |  | $    | 383    |        |  | $ | 10,476 |        |  | $ | 16,280 |       
|                                                  | Interest expense on Convertible Notes (net of tax)             |                    |        |                  |  |      |        | 40     |  |   |        |       |  |   |        | 184    | 
|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Net income available for diluted income per share |                                                                | $                  | 3,967  |                   |  | $    | 423    |        |  | $ | 10,476 |        |  | $ | 16,464 |       
|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Basic income per share                            |                                                                | $                  | 0.15   |                   |  | $    | 0.02   |        |  | $ | 0.42   |        |  | $ | 0.75   |       
|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Diluted income per share                          |                                                                | $                  | 0.14   |                   |  | $    | 0.02   |        |  | $ | 0.39   |        |  | $ | 0.68   |       
|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Weighted average common stock                     |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|                                                  | Total common shares for basic income per share                 |                    |        | 26,140            |  |      |        | 22,103 |  |   |        | 24,990 |  |   |        | 21,827 | 
|                                                  | Dilutive stock options outstanding (treasury
    stock method) |                    |        | 1,185             |  |      |        | 1,486  |  |   |        | 1,447  |  |   |        | 1,486  | 
|                                                  | Restricted common stock grant                                  |                    |        | 450               |  |      |        | 663    |  |   |        | 450    |  |   |        | 663    | 
|                                                  | Warrants                                                       |                    |        |                  |  |      |        | 66     |  |   |        |       |  |   |        | 66     | 
|                                                  | Shares assumed issued upon conversion of Notes                 |                    |        |                  |  |      |        | 271    |  |   |        |       |  |   |        | 312    | 
|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       
|Total common shares for diluted income per share  |                                                                |                    | 27,775 |                   |  |      | 24,589 |        |  |   | 26,887 |        |  |   | 24,354 |       
|                                                  |                                                                |                    |        |                   |  |      |        |        |  |   |        |        |  |   |        |       

Note 5.     Contingencies

We have no material pending legal proceedings.

6



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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
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, 2001.

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 2001 Form 10-K.
We recommend that you read this discussion in conjunction with
the Form 10-K.

Our long-term strategy is to increase our oil and
gas production and reserves while keeping our operating costs
and our finding and development costs competitive with our
industry peers.

Results of Operations

Our net income for the third quarter of 2002
increased by $3.6 million compared to the third quarter of
2001 primarily because of increased oil sales revenue and lower
dry hole costs partially offset by lower gas sales revenue. Our
net income for the first nine months of 2002 decreased by 36%
because of lower gas sales revenue partially offset by increased
oil sales revenue and no settlement expenses relating to
litigation issues. During the second quarter of 2001 we incurred
a settlement expense when we settled the Philips Petroleum
litigation. 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,    
|                                                 |                             |                               |        |                  
|                                                 |                             | 2002                          |        | 2001              |   | 2002 |        | 2001
|                                                 |                             |                               |        |                   |   |      |        |     
|                                                 |                             |                              
|                                                 |                             | (In thousands, except prices)
|Oil production volume (Bbls)                     |                             |                               | 494    |                   |   |      | 292    |      |  |   | 1,319   |         |   |   | 905    | 
|Oil sales revenue                                |                             | $                             | 12,732 |                   |   | $    | 6,848  |      |  | $ | 31,024  |         |   | $ | 22,481 | 
|Price per barrel                                 |                             | $                             | 25.77  |                   |   | $    | 23.45  |      |  | $ | 23.52   |         |   | $ | 24.84  | 
|Increase (decrease) in oil sales revenue due to: |                             |                               |        |                   |   |      |        |      |  |   |         |         |   |   |        | 
|                                                 | Change in prices            |                               | $      | 677               |   |      |        |      |  |   | $       | (1,195  | ) |   |        |  | 
|                                                 | Change in production volume |                               |        | 5,207             |   |      |        |      |  |   |         | 9,738   |   |   |        |  | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |         |   |   |        | 
|Total increase in oil sales revenue              |                             | $                             | 5,884  |                   |   |      |        |      |  | $ | 8,543   |         |   |   |        | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |         |   |   |        | 
|Gas production volume (Mcf)                      |                             |                               | 4,043  |                   |   |      | 5,442  |      |  |   | 13,630  |         |   |   | 16,140 | 
|Gas sales revenue                                |                             | $                             | 13,072 |                   |   | $    | 15,559 |      |  | $ | 41,278  |         |   | $ | 72,543 | 
|Price per Mcf                                    |                             | $                             | 3.23   |                   |   | $    | 2.86   |      |  | $ | 3.03    |         |   | $ | 4.49   | 
|Increase (decrease) in gas sales revenue due to: |                             |                               |        |                   |   |      |        |      |  |   |         |         |   |   |        | 
|                                                 | Change in prices            |                               | $      | 2,014             |   |      |        |      |  |   | $       | (23,564 | ) |   |        |  | 
|                                                 | Change in production volume |                               |        | (4,501            | ) |      |        |      |  |   |         | (7,701  | ) |   |        |  | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |         |   |   |        | 
|Total (decrease) in gas sales revenue            |                             | $                             | (2,487 | )                 |   |      |        |      |  | $ | (31,265 | )       |   |   |        | 
|                                                 |                             |                               |        |                   |   |      |        |      |  |   |         |         |   |   |        | 

Our oil production increased by 202,000 barrels,
or 69%, in the quarter and by 414,000 barrels, or 46%, for the
nine-month period. Increased oil production was primarily the
result of several new oil producing facilities being brought on
line, partially offset by natural declines.

7



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##### Table of Contents



Our gas production was 4.0 Bcf, or
1.4 Bcf lower than the third quarter of 2001 primarily
because of natural depletion and the sale of certain South Texas
properties. In addition, our offshore Gulf of Mexico oil and gas
production was curtailed during the last nine days of September
as a result of Tropical Storm Isidore and was further curtailed
on two additional new properties because of pipeline rerouting.
We estimate that these curtailments caused us to lose production
of approximately 1.0 Bcfe during the third quarter of 2002.

Other income during the nine months ended
September 30, 2002, increased primarily because of a
$4.1 million gain from the sale of properties in South
Texas in April 2002.

As part of our long-term strategy, we believe
that by controlling our core operating costs (listed in the
table below), we can generate sufficient cash flow during most
crude oil and natural gas price cycles to reinvest in
exploration and development activities and thereby pursue growth
in our oil and gas production and reserves. The following table
presents the core operating costs per Mcf equivalent (Mcfe) of
production. (Barrels of oil are converted to Mcfe at a ratio of
one barrel equals six Mcf.)

|                                                                    |                            |                    |      |                   |  |      |      |      |  |   |      |      |  |   |      |      | 
|------------------------------------------------------------------- | -------------------------- | ------------------ | ---- | ----------------- |  | ---- | ---- | ---- |  | - | ---- | ---- |  | - | ---- | ---- | 
|                                                                    |                            |                    |      |                  
|                                                                    |                            | Three Months Ended |      | Nine Months Ended
|                                                                    |                            | September 30,      |      | September 30,    
|                                                                    |                            |                    |      |                  
|                                                                    |                            | 2002               |      | 2001              |  | 2002 |      | 2001
|                                                                    |                            |                    |      |                   |  |      |      |     
|Operating costs and expenses                                        |                            | $                  | 0.62 |                   |  | $    | 0.67 |      |  | $ | 0.55 |      |  | $ | 0.54 |     
|Depreciation, depletion and amortization                            |                            | $                  | 1.34 |                   |  | $    | 1.30 |      |  | $ | 1.36 |      |  | $ | 1.28 |     
|General and administrative (excluding stock-based
    compensation) |                            | $                  | 0.19 |                   |  | $    | 0.11 |      |  | $ | 0.19 |      |  | $ | 0.17 |     
|Interest and financing expense                                      |                            | $                  | 0.06 |                   |  | $    | 0.11 |      |  | $ | 0.08 |      |  | $ | 0.14 |     
|                                                                    |                            |                    |      |                   |  |      |      |      |  |   |      |      |  |   |      |     
|                                                                    | Total core operating costs |                    | $    | 2.21              |  |      | $    | 2.19 |  |   | $    | 2.18 |  |   | $    | 2.13 | 
|                                                                    |                            |                    |      |                   |  |      |      |      |  |   |      |      |  |   |      |     

Operating costs and expenses for the third
quarter of 2002 compared to the third quarter of 2001 decreased
by $471,000, or 10% because of lower workover expenditures in
2002. Operating costs and expenses on a per Mcfe basis for the
third quarter of 2002 compared to the first nine months of 2002
increased primarily because of the production curtailments
during the third quarter and slightly higher start-up costs for
certain new offshore properties. The increase during the third
quarter of 2001 compared to the first nine months of 2001 is the
result of workover expenses during the third quarter of 2001.

Exploration expense in the third quarter of 2002
was $2.1 million lower than in the third quarter of 2001
primarily because of lower dry hole costs for the quarter, while
year-to-date exploration expense increased by $2.3 million
because of increased dry hole expense and impairments for
unproved properties for the first nine months of 2002. Dry hole
expense for 2002 includes four wells in the Gulf of Mexico and
three wells in South Texas totaling $12.0 million compared
to $7.1 million dry hole expense in 2001.

Depreciation, depletion and amortization per Mcfe
increased by 3% during the third quarter of 2002 and by 6%
during the first nine months of 2002 compared to the same
periods in 2001. The increase reflects the slightly higher cost
per unit of the prior year discoveries compared to earlier years.

General and administrative expenses increased
because of an increase in the number of employees and because of
generally higher personnel costs including salaries, bonuses,
and pension expense. Stock based compensation expense includes
the directors fees paid in common stock and the amortization of
compensation cost related to the contingent stock grant. During
the first quarter of 2001 we recorded a catch up
amortization of approximately $2.1 million from the date of
the grant in June 1999 to the measurement date in
January 2001.

8



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During the second quarter of 2001 we settled
litigation with Phillips Petroleum concerning a net profits
interest on one of our Gulf of Mexico blocks. In connection with
the settlement we charged $13.5 million to expense during
the second quarter of 2001.

Interest and financing expenses decreased by 46%
during the third quarter of 2002 and by 42% during the nine
months ended September 30, 2002, compared to the same
periods in the prior year because of lower interest rates and
lower average debt balances.

Liquidity and Capital Resources

Cash flow from operations before changes in
working capital decreased by $9.0 million, or 14%,
primarily because of lower gas revenues during the first three
quarters of 2002 compared to 2001, partially offset by higher
oil revenues. Gas sales decreased by $31.3 million, or 43%
because average gas prices decreased by 33% and production
decreased by 16%. However, oil sales increased by
$8.5 million, or 38%, because oil production increased by
46%, partially offset by lower average oil prices.

During the first nine months of 2002, our capital
expenditures totaled $76.7 million of which
$70.8 million, or 93%, was spent in the Gulf of Mexico
where we incurred costs to drill and complete wells and upgrade
and complete platforms and facilities. We have increased our
2002 capital and exploration budget from $75.0 million to
$93.0 million. This updated capital and exploration budget
includes $46.0 million for exploratory wells,
$43.0 million for offshore platforms and development
drilling, and $4.0 million for leasing and seismic and
property acquisitions. If our exploratory wells are successful
we may incur additional development costs for well completions,
platforms and facilities. We expect that our cash, estimated
future cash flow from operations, and available bank line of
credit will be adequate to fund these expenditures for the
remainder of 2002.

In March 2002 we issued 3.0 million shares
of common stock at $18.50 per share. Net proceeds from the
offering totaled approximately $52.8 million. We used
$44.0 million of the net proceeds to reduce outstanding
bank debt from $71.0 million to $27.0 million, and we
used the remainder for working capital.

As of September 30, 2002, our credit
facility of $150.0 million had a borrowing base of
$75.0 million. Interest only is payable quarterly through
May 3, 2004, at which time the line expires and all
principal becomes due, unless the line is extended or
renegotiated. As of September 30, 2002, we had
$27.0 million borrowed under the facility. The banks review
the borrowing base semi-annually and may increase or decrease
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.

The following table summarizes certain
contractual obligations and commercial commitments as of
September 30, 2002.

|                        |                |                                                  |   |           |        |           |   |           |       |               |   |        |        |  |   |     |     |  |   |     |     | 
|----------------------- | -------------- | ------------------------------------------------ | - | --------- | ------ | --------- | - | --------- | ----- | ------------- | - | ------ | ------ |  | - | --- | --- |  | - | --- | --- | 
|                        |                |                                                 
|                        |                | Payments Due by Period (from September 30, 2002)
|                        |                |                                                 
|                        |                |                                                  |   | Less than |        |          
|                        |                | Total                                            |   | 1 year    |        | 1-3 years |   | 4-5 years |       | After 5 years
|                        |                |                                                  |   |           |        |           |   |           |       |              
|                        |                |                                                 
|                        |                | (In thousands)                                  
|Contractual obligations |                |                                                  |   |           |        |           |   |           |       |               |   |        |        |  |   |     |     |  |   |    
|                        | Bank debt      |                                                  | $ | 27,000    |        |           | $ |          |       |               | $ | 27,000 |        |  | $ |    |     |  | $ |    |    
|                        | Other payables |                                                  |   | 3,614     |        |           |   | 1,669     |       |               |   | 1,945  |        |  |   |    |     |  |   |    |    
|                        | Office lease   |                                                  |   | 2,579     |        |           |   | 441       |       |               |   | 908    |        |  |   | 984 |     |  |   | 246 |    
|                        |                |                                                  |   |           |        |           |   |           |       |               |   |        |        |  |   |     |     |  |   |    
|                        |                | Total                                            |   | $         | 33,193 |           |   | $         | 2,110 |               |   | $      | 29,853 |  |   | $   | 984 |  |   | $   | 246 | 
|                        |                |                                                  |   |           |        |           |   |           |       |               |   |        |        |  |   |     |     |  |   |    




Item 3.     Quantitative
and Qualitative Disclosures about Market Risk



| |                   
| | ------------------
| | Interest Rate Risk

Our market sensitive instrument at
September 30, 2002, is a revolving bank line of credit. At
September 30, 2002, the unpaid principal balance under the
line was $27.0 million which approximates its fair

9



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##### Table of Contents



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, 2002, Libor changed by one full percentage
point (100 basis points) the fair value of our revolving
debt would change by approximately $67,500. We have not entered
into any interest rate hedging contracts.




| |                     
| | --------------------
| | Commodity Price Risk

Occasionally we sell forward portions of our
production under physical delivery contracts that by their terms
cannot be settled in cash or other financial instruments. 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.
During the period January 1, 2002, through June 30,
2002, we had physical delivery contracts in place to sell
20,000 MMBtu of gas per day (approximately  1/3 of our
gas production for that 6-month period) at a price of
approximately $2.77 per MMBtu. Currently we are selling all
of our production at market prices. A vast majority of our
production is sold on the spot markets. Accordingly, we are at
risk for the volatility in commodity prices inherent in the oil
and gas industry.




Item 4.     Controls
and Procedures

Our management, including our Chief Executive
Officer and our Principal Financial Officer, has evaluated our
disclosure controls and procedures. 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 November 4,
2002, the date that the evaluation was concluded. Further, there
were no significant changes in internal controls, or in other
factors that could significantly affect internal controls,
subsequent to November 4, 2002.

10



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##### Table of Contents






PART II, OTHER INFORMATION




Item 1.     Legal
Proceedings

We have no material pending legal proceedings.




Item 2.     Changes
in Securities

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
and Reports on Form 8-K

(a) Exhibits:

| |    |         |  |                                                                                                                                                
| | -- | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .2.1*** |  | 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
    Corporation, 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**    |  | Box Energy Corporation Severance Plan.                                                                                                         
| | 10 | .4#     |  | Box Energy Corporation 1997 Stock Option Plan (as
    amended June 17, 1999 and May 23, 2001).                                                 
| | 10 | .5**    |  | Box Energy Corporation Non-Employee Director
    Stock Purchase Plan.                                                                          
| | 10 | .6++    |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and two executive officers.
| | 10 | .7++    |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and an executive officer.  
| | 10 | .8+++   |  | Employment Agreement effective January 31,
    2000, by and between Remington Oil and Gas Corporation and James
    A. Watt.                   
| | 10 | .9+++   |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                      
| | 10 | .10+++  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                      
| | 10 | .11+++  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                         
| | 10 | .12+++  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Employees.                                                                         
| | 99 | .1      |  | Certification Pursuant to 18 U.S.C.
    Section 1350, As Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                
| | 99 | .2      |  | Certification Pursuant to 18 U.S.C.
    Section 1350, As Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                

(b) We did not file any reports on
Form 8-K during the three months ended September 30,
2002.

11



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##### Table of Contents





---

|    |  |                                                                                                                                                                                                               
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  |  | 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.       
|++  |  | 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 and
    effective on or about November 12, 1999.
|+++ |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2000, filed with the Commission and effective
    on or about March 16, 2001.       
|#   |  | Incorporated by reference to the Companys
    Form 10-Q (file number 1-11516) for the fiscal quarter
    ended September 30, 2001, filed with the Commission and
    effective on or about 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 or about March 21, 2002.       

12



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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: November 12, 2002



| |     |                   
| | --- | ------------------
| | By: | /s/ J. BURKE ASHER

| |                        
| | -----------------------
| |                        
| | J. Burke Asher         
| | Vice President/ Finance

Date: November 12, 2002

13



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##### Table of Contents






CERTIFICATIONS

I, James A. Watt, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of Remington Oil and Gas Corporation;

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) Presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies in the design or
    operation of internal controls which could adversely affect the
    registrants ability to record, process, summarize and
    report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this quarterly report
whether or not there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



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

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

Date November 12, 2002

14



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##### Table of Contents



I, J. Burke Asher, certify that:

1. I have reviewed this quarterly report on
Form 10-Q of Remington Oil and Gas Corporation;

2. Based on my knowledge, this quarterly
report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period
covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this
quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report;

4. The registrants other certifying
officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:



| |                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) Designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this quarterly report is being prepared;
|
| | (b) Evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this
    quarterly report (the Evaluation Date); and                                                                                                      
|
| | (c) Presented in this quarterly report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                

5. The registrants other certifying
officers and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons
performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) All significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) Any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls; and                                                                                                                                                    

6. The registrants other certifying
officers and I have indicated in this quarterly report
whether or not there were significant changes in internal
controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.



| |    |                   
| | -- | ------------------
| | By | /s/ J. BURKE ASHER

| |                              
| | -----------------------------
| |                              
| | J. Burke Asher               
| | Vice President/ Finance      
| | (Principal Financial Officer)

Date November 12, 2002

15



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##### Table of Contents






INDEX TO EXHIBITS

| |    |         |  |                                                                                                                                                
| | -- | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .2.1*** |  | 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
    Corporation, 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**    |  | Box Energy Corporation Severance Plan.                                                                                                         
| | 10 | .4#     |  | Box Energy Corporation 1997 Stock Option Plan (as
    amended June 17, 1999 and May 23, 2001).                                                 
| | 10 | .5**    |  | Box Energy Corporation Non-Employee Director
    Stock Purchase Plan.                                                                          
| | 10 | .6++    |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and two executive officers.
| | 10 | .7++    |  | Form of Employment Agreement effective
    September 30, 1999, by and between Remington Oil and Gas
    Corporation and an executive officer.  
| | 10 | .8+++   |  | Employment Agreement effective January 31,
    2000, by and between Remington Oil and Gas Corporation and James
    A. Watt.                   
| | 10 | .9+++   |  | Form of Contingent Stock Grant
    Agreement  Directors.                                                                                      
| | 10 | .10+++  |  | Form of Contingent Stock Grant
    Agreement  Employees.                                                                                      
| | 10 | .11+++  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Directors.                                                                         
| | 10 | .12+++  |  | Form of Amendment to Contingent Stock Grant
    Agreement  Employees.                                                                         
| | 99 | .1      |  | Certification Pursuant to 18 U.S.C.
    Section 1350, As Adopted Pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.                
| | 99 | .2      |  | Certification Pursuant to 18 U.S.C.
    Section 1350, As Adopted 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 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.       
|++  |  | 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 and
    effective on or about November 12, 1999.
|+++ |  | Incorporated by reference to the Companys
    Form 10-K (file number 1-11516) for the fiscal year ended
    December 31, 2000, filed with the Commission and effective
    on or about March 16, 2001.       
|#   |  | Incorporated by reference to the Companys
    Form 10-Q (file number 1-11516) for the fiscal quarter
    ended September 30, 2001, filed with the Commission and
    effective on or about 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 or about March 21, 2002.