# SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly
period ended March 31, 2004

OR 

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

For the transition
period from ____ to ____

Commission file number
0-02517

TOREADOR RESOURCES
CORPORATION(Exact name of registrant as specified in its charter)

|Delaware                                                       |  | 75-0991164                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

|                                         |  |            |  |  | 
|---------------------------------------- |  | ---------- |  |  | 
|
|(Address of principal executive offices) |  | (Zip Code)

Registrants telephone number, including area code:    (214) 559-3933

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 X |  | No
|----- |  | --

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange
Act of 1934).

|Yes |  | No X
|--- |  | ----

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

|Class                            |  | Outstanding at May 14, 2004
|-------------------------------- |  | ---------------------------
|Common Stock, $0.15625 par value |  | 9,460,317 shares           

---

# TOREADOR RESOURCES
CORPORATION

INDEX

|                                                                        | Page Number
|----------------------------------------------------------------------- | -----------
|                                                                        |            
|PART I. FINANCIAL INFORMATION                                           |            
|                                                                       
|Item 1.  Financial Statements (Unaudited)                              
|                                                                        |            
|Consolidated Balance Sheets (Unaudited)                                 | 1          
|March 31, 2004 and December 31, 2003                                    |            
|                                                                       
|Consolidated Statements of Operations (Unaudited)                       | 2          
|Three Months Ended March 31, 2004 and 2003                              |            
|                                                                        |            
|Consolidated Statements of Cash Flows (Unaudited)                       | 3          
|Three Months Ended March 31, 2004 and 2003                              |            
|                                                                       
|Notes to Consolidated Financial Statements                              | 4          
|                                                                        |            
|Item 2. Management's Discussion and Analysis of Financial Condition and | 12         
|Results of Operations                                                   |            
|                                                                       
|Item 3. Quantitative and Qualitative Disclosure about Market Risk       | 18         
|                                                                        |            
|Item 4. Controls and Procedures                                         | 18         
|                                                                       
|PART II. OTHER INFORMATION                                             
|                                                                        |            
|Item 1. Legal Proceedings                                               | 19         
|                                                                        |            
|Item 2. Changes in Securities and Use of Proceeds                       | 19         
|                                                                        |            
|Item 3. Defaults Upon Senior Securities                                 | 19         
|                                                                        |            
|Item 4. Submission of Matters to a Vote of Security Holders             | 19         
|                                                                        |            
|Item 5. Other Information                                               | 19         
|                                                                        |            
|Item 6. Exhibits and Reports on Form 8-K                                | 19         
|                                                                        |            
|Signatures                                                              | 23         
|                                                                        |            
|Exhibit Index                                                           | 24         

i

---

# TOREADOR RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS(UNAUDITED)

|                                                                               | March 31,
2004 | December 31,
2003
|------------------------------------------------------------------------------ | -------------- | -----------------
|
|Current assets:                                                                |                |                  
|Cash and cash equivalents                                                      |                | $      12,424    
|Accounts and notes receivable                                                  |                | 3,242            
|Marketable securities, at fair value                                           |                | 15               
|Royalty properties held avaliable-for-sale                                     |                |                 
|Other                                                                          |                | 2,152            
|                                                                               |                |                  
|Total current assets                                                           |                | 17,833           
|                                                                               |                |                  
|Oil and gas properties, net, using the successful efforts method of accounting |                | 62,671           
|                                                                               |                |                  
|Investments in unconsolidated entities                                         |                | 750              
|Goodwill                                                                       |                | 3,255            
|Other assets                                                                   |                | 63               
|                                                                               |                |                  
|Total assets                                                                   |                | $ 84,572         
|                                                                               |                |                  
|                                                                               |                |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                           |                |                  
|Current liabilities:                                                           |               
|Accounts payable and accrued liabilities                                       |                | $   4,936        
|Unrealized loss on commodity derivatives                                       |                | 1,255            
|Current portion of long-term debt                                              |                |                 
|Income taxes payable                                                           |                | 9,741            
|                                                                               |                |                  
|Total current liabilities                                                      |                | 15,932           
|                                                                               |                |                  
|Long-term accrued liabilities                                                  |                | 228              
|Long-term asset retirement obligation                                          |                | 1,724            
|Deferred tax liability                                                         |                | 9,850            
|Convertible debenture                                                          |                | 2,160            
|                                                                               |                |                  
|Total liabilities                                                              |                | 29,894           
|                                                                               |                |                  
|Stockholders' equity:                                                          |               
|Preferred stock, Series A & A-1, $1.00 par value, 4,000,000 shares             |                |                  
|authorized; liquidation preference of $8,000,000; 320,000 issued               |                | 320              
|Common stock, $0.15625 par value, 30,000,000                                   |                |                  
|shares authorized; 10,181,344 shares issued and 10,058,544 issued              |                | 1,591            
|Capital in excess of par value                                                 |                | 33,902           
|Retained earnings (deficit)                                                    |                | 21,824           
|Accumulated other comprehensive income                                         |                | (425)            
|                                                                               |                |                  
|                                                                               |                | 57,212           
|                                                                               |                |                  
|Treasury stock at cost:                                                        |               
|721,027 shares                                                                 |                | (2,534           
|                                                                               |                |                  
|Total stockholders' equity                                                     |                | 54,678           
|                                                                               |                |                  
|Total liabilities and stockholders' equity                                     |                | $ 84,572         
|                                                                               |                |                  

1

---

# TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

|                                                          | Three Months Ended
March 31,
|--------------------------------------------------------- | ----------------------------
|
|
|Revenues:                                                 |                             
|Oil and gas sales                                         |                             
|Loss on commodity derivatives                             |                             
|Lease bonuses and rentals                                 |                             
|                                                          |                             
|Total revenues                                            |                             
|                                                          |                             
|Costs and expenses:                                       |                             
|Lease and operating                                       |                             
|Exploration and acquisition                               |                             
|Depreciation, depletion and amortization                  |                             
|Reduction in force                                        |                             
|General and administrative                                |                             
|                                                          |                             
|Total cost and expenses                                   |                             
|                                                          |                             
|                                                          |                             
|Operating income (loss)                                   |                             
|                                                          |                             
|Other income (expense)                                    |                             
|Equity in earnings (losses) of unconsolidated investments |                             
|Gain (loss) on sale of properties and other assets        |                             
|Foreign currency exchange gain                            |                             
|Other income                                              |                             
|Interest expense                                          |                             
|                                                          |                             
|Total other income (expense)                              |                             
|                                                          |                             
|                                                          |                             
|Income from continuing operations before income taxes     |                             
|Provision (benefit) for income taxes                      |                             
|                                                          |                             
|Income from continuing operations, net of income taxes    |                             
|Income from discontinued operations, net of income taxes  |                             
|                                                          |                             
|Net income                                                |                             
|Less: dividends on preferred shares                       |                             
|                                                          |                             
|Net income applicable to common shares                    |                             
|                                                          |                             
|                                                          |                             
|Basic income per share                                    |                             
|Continuing operations                                     |                             
|Discontinued operations                                   |                             
|                                                          |                             
|                                                          |                             
|                                                          |                             
|Diluted income per share                                  |                             
|Continuing operations                                     |                             
|Discontinued operations                                   |                             
|                                                          |                             
|                                                          |                             
|                                                          |                             
|Weighted average shares outstanding                       |                             
|Basic                                                     |                             
|Diluted                                                   |                             

2

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# TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                                                         | Three Months
  Ended March 31,
|---------------------------------------------------------------------------------------- | ------------------------------
|
|
|Cash flows from operating activities:                                                    |                               
|Net income                                                                               |                               
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                               
|Depreciation, depletion and amortization                                                 |                               
|Gain on sale of properties                                                               |                               
|Unrealized losses on commodity derivatives                                               |                               
|Equity in (gains) losses of unconsolidated investments                                   |                               
|Realized gains on foreign currency transactions                                          |                               
|Decrease (increase) in operating assets:                                                 |                               
|Accounts and notes receivable                                                            |                               
|Other current assets                                                                     |                               
|Other assets                                                                             |                               
|Increase (decrease) in operating liabilities:                                            |                               
|Accounts payable and accrued liabilities                                                 |                               
|Income taxes payable                                                                     |                               
|Deferred taxes                                                                           |                               
|Other                                                                                    |                               
|
|Net cash provided by (used in) operating activities                                      |                               
|
|Cash flows from investing activities:                                                    |                               
|Expenditures for properties and equipment                                                |                               
|Proceeds from the sale of properties and equipment                                       |                               
|Investment in unconsolidated subsidiaries                                                |                               
|
|Net cash provided by investing activities                                                |                               
|
|Cash flows from financing activities:                                                    |                               
|Borrowings under revolving credit arrangements                                           |                               
|Repayments under revolving credit arrangements                                           |                               
|Proceeds from an issuance of stock, net                                                  |                               
|Payment of preferred dividends                                                           |                               
|
|
|Net cash used in financing activities                                                    |                               
|
|Net increase (decrease) in cash and cash equivalents                                     |                               
|Effects of foreign currency translation on cash and cash equivalents                     |                               
|
|Cash and cash equivalents, beginning of period                                           |                               
|
|Cash and cash equivalents, end of period                                                 |                               
|

3

---

# TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

NOTE 1  BASIS OF
PRESENTATION

You
should read these consolidated unaudited financial statements along with the consolidated
financial statements and notes in the 2003 Annual Report on Form 10-K of Toreador
Resources Corporation (the Company, Toreador, we, us, our) filed with the
Securities and Exchange Commission. In our opinion, the information furnished herein
reflects all normal nonrecurring adjustments necessary for a fair presentation of the
results of these interim periods.

Unless
otherwise noted, amounts reported in tables are in thousands, except per share and product
per unit data.

NOTE 2 
DISCONTINUED OPERATIONS

In
January 2004, we sold our U.S. mineral and royalty assets to Black Stone Acquisitions
Partners I, L.P. (the Royalty Sale). We retained all of our working-interest
properties. From the approximate $45.0 million cash consideration that we received, we
discharged our outstanding credit facilities in full and placed approximately $8.0 million
in a tax-deferred escrow account for a possible like-kind exchange. The escrow account is
designed to comply with the like-kind exchange provisions of Section 1031 of the Internal
Revenue Code of 1986, as amended, which permits the deferral of gains from a sale of
assets if specific like-kind exchange criteria are met. We are attempting to acquire
working-interests that would comply with the like-kind exchange criteria.

NOTE 3 
COMPREHENSIVE INCOME

The following table presents the
components of comprehensive income, net of related tax:

|                                                      | Three Months EndedMarch 31,
|----------------------------------------------------- | ---------------------------
|
|Net income                                            |                            
|Foreign currency translation adjustment               |                            
|Change in fair value of avaliable-for-sale securities |                            
|
|Comprehensive income                                  |                            
|

NOTE 4  RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS

On
August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement
Obligations (Statement 143). We adopted Statement 143 on January 1, 2003. Upon
adoption of Statement 143, we recorded an increase to Property and Equipment and an
offsetting entry to Asset Retirement Obligations of approximately $1,690,000 and
$1,716,000, respectively, as a result of the Company separately accounting for salvage
values and recording the estimated fair value of its plugging and abandonment obligation
on the balance sheet. The impact of adopting Statement 143 was determined to be
immaterial. We do not expect the effects of adopting Statement 143 to have a material
impact on our financial position or results of operations in future years.

4

---

# TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

The
following table describes our asset retirement liability as of the three months ended
March 31, 2004 and 2003:

|                                        | 2004 | 2003  
|--------------------------------------- | ---- | ------
|Asset retirement obligation January 1   |      | $1,698
|Asset retirement accretion expense      |      | 26    
|Less: plugging cost                     |      |      
|Less: property sold                     |      |      
|
|Asset retirement obligation at March 31 |      | $1,724
|

In
July 2002, the FASB issued Statement No. 146, Accounting for Costs Associated with Exit or
Disposal Activities (Statement 146). Statement 146 requires that a liability
for costs associated with an exit or disposal activity should be initially recognized when
it is incurred. Examples of costs included under Statement 146 include one-time
termination benefits, costs to consolidate or close facilities and costs to relocate
employees. On June 17, 2003, Toreador committed to the termination of four employees. Two
engineers, one geologist and one part-time employee were terminated in an effort to reduce
general and administrative costs. On February 2, 2004, we committed to the termination of
two land-men as a result of the Royalty Sale in January 2004. Total severance expense and
liability for the three months ended March 31, 2004, were approximately $118,000 and
$227,000, respectively. The following table provides a reconciliation of the liability:

|Exit Cost or Disposal Activity             | Amount
|------------------------------------------ | ------
|Employee severance liability June 17, 2003 |       
|Cost incurred                              |       
|Adjustments                                |       
|Less: Payroll payments                     |       
|
|Severance liability March 31, 2004         |       

In
December 2002, the FASB issued Statement No. 148, Accounting for Stock-Based Compensation
 Transition and Disclosure (Statement 148). Statement 148 provides
alternative methods of transition to the fair value method of accounting proscribed by
FASB Statement No. 123, Accounting for Stock-Based Compensation (Statement
123). Statement 148 also amends the disclosure provisions of Statement 123 and
Accounting Principles Board Opinion No. 28, Interim Financial Reporting, to require
disclosure in the summary of significant accounting policies of the effects of an
entitys accounting policy with respect to stock-based employee compensation on
reported net income and earnings per share in annual and interim financial statements.
Statement 148 does not require companies to account for employee stock options under the
fair value method. We do not anticipate adopting the fair value method of accounting for
stock-based compensation; however, we have adopted the disclosure provisions of Statement
148 in this filing. Net income would have been adjusted for the pro forma amounts as
follows:

5

---

# TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

|                                                          | Three Months
  Ended March 31,
|--------------------------------------------------------- | ------------------------------
|
|
|                                                          |                               
|Net income, applicable to common shares, as reported      |                               
|Basic earnings per share reported                         |                               
|Diluted earnings per share reported                       |                               
|Stock-based compensation costs under the intristic value  |                               
|method included in net income reported, net of related    |                               
|tax                                                       |                               
|Pro-forma stock-based compensation costs under the fair   |                               
|value method, net of related tax                          |                               
|Pro-forma income applicable to common shares, as under    |                               
|the fair-value method                                     |                               
|Pro-forma basic earnings per share under the fair value   |                               
|method                                                    |                               
|Pro-forma diluted earnings per share under the fair value |                               
|method                                                    |                               

NOTE 5  GEOGRAPHIC
OPERATING SEGMENT INFORMATION

We
have operations in only one industry segment, the oil and gas exploration and production
industry. We are structured along geographic operating segments or regions. As a result,
we have reportable operations in the United States, France and Turkey. Geographic
operating segment income tax expenses have been determined based on statutory rates
existing in the various tax jurisdictions where we have oil and natural gas producing
activities.

The
following tables provide the geographic operating segment data required by Statement of
Financial Accounting Standards No. 131, Disclosure about Segments of an Enterprise
and Related Information.

6

---

# TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

|                                            | Three Months Ended March 31,
|------------------------------------------- | ----------------------------
|
|
|
|Revenues:                                   |                             
|Oil and gas sales                           |                             
|                                            |                             
|Loss on commodity derivatives               |                             
|                                            |                             
|Lease bonus and rentals                     |                             
|                                            |                             
|Total revenues                              |                             
|                                            |                             
|Cost and expenses:                          |                             
|Lease operating                             |                             
|Exploration and acquisition                 |                             
|Depreciation, depletion and                 |                             
|amortization                                |                             
|General and administrative                  |                             
|                                            |                             
|Total costs and expenses                    |                             
|                                            |                             
|                                            |                             
|Operating income (loss)                     |                             
|                                            |                             
|Other income (expense)                      |                             
|Equity in gains (losses) of                 |                             
|unconsolidated investments                  |                             
|Gain (loss) on sale of properties           |                             
|Foreign currency exchange gain              |                             
|Other income (expense)                      |                             
|Interest expense                            |                             
|                                            |                             
|Total other income (expense)                |                             
|                                            |                             
|                                            |                             
|Income (loss) before income tax             |                             
|                                            |                             
|Provision (benefit) for income taxes        |                             
|                                            |                             
|Income (loss) from continuing operations,   |                             
|net                                         |                             
|                                            |                             
|Income from discontinued operations, net(1) |                             
|                                            |                             
|Net income (loss)                           |                             
|                                            |                             
|Dividends on preferred shares               |                             
|                                            |                             
|Total assets(2)                             |                             
|                                            |                             

|(1) | All results relating to the mineral and royalty properties are required to be
                    disclosed as discontinued operations. Please see Item 2  Management's
                    Discussion and Analysis of Financial Condition and Results of Operations
                    under Results of Operations for a   more detailed description.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Total consolidated assets reflect the effect of intersegment eliminations.
|--- | --------------------------------------------------------------------------

7

---

# TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

NOTE 6  DERIVATIVE
FINANCIAL INSTRUMENTS

We
utilize commodity derivative instruments as part of our risk management program. These
commodity derivatives are not designated as hedges. These transactions are generally
structured as either swaps or collar contracts. A swap has the effect of an outright sale
at a specific price. A collar has the effect of creating a sale only if the price falls
below a floor price or exceeds a ceiling price. These instruments reduce the effect of the
price fluctuations of the commodities we produce and sell and support our annual capital
budget and expenditure plans. When we had our senior credit facilities, these instruments
protected the amounts required for servicing outstanding debt and maximized the funds
available under those credit facilities. The trading party that represents the other side
of each of these transactions is known as a counterparty. The counterparty of
our United States transactions is Coral Energy Holdings, L.P., an affiliate of Royal
Dutch/Shell. Currently we do not have any commodity derivative instruments for our French
production.

The
following table lists our open natural gas derivative contracts as of March 31, 2004. All
contracts are based on NYMEX pricing. We estimated the fair value of the option agreement
at March 31, 2004, from quotes by the counterparty representing the amounts we would
expect to receive or pay to terminate the agreements on that date. We estimated the fair
value of the swap agreement based on the difference between the strike prices and the
forward NYMEX prices for each determination period multiplied by the notional volume for
each period.

|ContractType |  | EffectiveDate |  | TerminationDate |  | NotionalVolume perMonth(MMBtu)(1) |  | AggregateVolume(MMBtu) |  | Strike Priceper MMBtu |  | Fair Value-Gain/(Loss)March 31,2004 | 
|------------ |  | ------------- |  | --------------- |  | --------------------------------- |  | ---------------------- |  | --------------------- |  | ----------------------------------- | 
|             |  |               |  |                 |  |                                   |  |                        | 
|Swap         |  | May 2004      |  | December 2004   |  | 50,000                            |  | 400,000                |  | $ 3.920               |  | $    (856,000)                     
|             |  |               |  |                 |  |                                   |  |                        | 
|Put Option   |  | May 2004      |  | December 2004   |  | 50,000                            |  | 400,000                |  | $ 3.250               |  | $              653                 
|             |  |               |  |                 |  |                                   | 
|Call Option  |  | May 2004      |  | December 2004   |  | 50,000                            |  | 400,000                |  | $ 5.275               |  | $    (399,388)                     

---

(1)    MMBtu - Million British thermal units.

NOTE 7  LONG-TERM
DEBT

At
the end of 2003, we had two senior borrowing facilities. The Bank of Texas facility (the
Texas Facility) had borrowings outstanding of approximately $17.0 million at
December 31, 2003. We discharged the Texas Facility in January 2004 with a portion of the
proceeds from the Royalty Sale.

The
revolving credit facility with Barclays Bank, Plc (the Barclays Facility) had
approximately $11.8 million outstanding at December 31, 2003. We discharged the Barclays
Facility in January 2004 with a portion of the proceeds from the Royalty Sale. Under the
terms of the Warrant Buyback Letter dated May 19, 2003, we were required to buy 500,000
outstanding warrants back from Barclays for the sum of $100,000 upon final settlement of
the Barclays Facility. Additionally, we were required to make a final settlement payment
of $925,000 less the amounts of any payments made to Barclays for interim fees due before
the final settlement under the terms of the Settlement Fee Letter dated May 19, 2003. The
settlement payment amount after deduction of the interim fees paid to Barclays was
approximately $806,000.

8

---

# TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

NOTE 8  LITIGATION

Karak
Petroleum. Madison Oil Company (Madison), a wholly-owned subsidiary of
Toreador and its wholly-owned subsidiary Trans-Dominion Holdings Ltd. were named as
defendants in a complaint filed in Alberta, Canada, in 1999. The complaint arose from a
dispute between Karak Petroleum (Karak), a subsidiary of Trans-Dominion
Holdings, and the operator of an exploratory well in Pakistan in 1994 in which Karak was a
joint interest partner. The plaintiffs alleged that they were owed approximately $500,000.
On August 7, 2002, we reached an agreement with the plaintiffs in this matter. Under the
terms of the agreement, we agreed to pay the plaintiffs $400,000 for full release of
liability. Written documentation reflecting the foregoing was finalized on August 29,
2002. The agreement required that we remit the $400,000 in two installments. The first
installment of $50,000 was paid on August 29, 2002, and the remaining $350,000 was to be
paid by February 3, 2003. This liability was recorded in 2002. In February 2003, the
plaintiffs agreed to accept the $350,000 in monthly installments payable at the beginning
of each month beginning February 2003. Payments totaling $105,000 were made during 2003.
The remaining balance due was paid in January 2004.

Turkish
Registered Capital. Under the existing Petroleum Law of Turkey, capital that is
invested by foreign companies in projects such as oil and natural gas exploration can be
registered with the General Directorate of Petroleum Affairs, thereby qualifying for
protection against adverse changes in the exchange rate between the time of the initial
investment and the time such capital is repatriated out of Turkey. Since 1997 the Turkish
government has suspended such protection for repatriated capital. As holder of more than
$50 million of registered capital, we have filed suit in Turkey to attempt to restore the
exchange rate protections afforded under the law. No amounts are accrued related to this
contingency. Holders of Madison common stock have the right to receive, in cash or our
common stock, 30% of certain potential payments that may be received from the Turkish
government for the protection of repatriated capital. In March 2002 a lower level court
ruled in favor of Madison. The ruling was subject to automatic appeal that was heard in
December 2002. The appellate court reversed the lower courts ruling. We have
appealed the ruling of the appellate court and are still waiting on a definitive date to
be set for the case. The current appeal is the last appeal that can be made by either side
in this case. We cannot predict the outcome of this matter.

9

---

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

NOTE 9  EARNINGS
PER COMMON SHARE

The following table reconciles the
numerators and denominators of the basic and diluted earnings per ordinary share
computation:

|                                                         | Three Months EndedMarch 31,
|-------------------------------------------------------- | ---------------------------
|
|
|Basic earnings per share:                                |                            
|Numerator                                                |                            
|Net income from continuing operations, net of income tax |                            
|Income from discontinued operations, net of income tax   |                            
|
|Net income                                               |                            
|Less: dividends on preferred shares                      |                            
|
|Net income applicable to common shares                   |                            
|
|
|Denominator                                              |                            
|Common shares outstanding                                |                            
|
|Basic earnings per share from:                           |                            
|Continuing operations                                    |                            
|Discontinued opearations                                 |                            
|
|Net income per share applicable to common shares         |                            
|
|
|Diluted earnings per share:                              |                            
|Numerator                                                |                            
|Net income from continuing operations, net of income tax |                            
|Income from discontinued operations, net of income tax   |                            
|
|Net income                                               |                            
|Less: dividends on preferred shares                      |                            
|
|Net income applicable to common shares                   |                            
|
|
|Denominator                                              |                            
|Common shares outstanding                                |                            
|Common stock options and warrants                        |                            
|Conversion of preferred shares                           |                            
|Conversion of debentures                                 |                            
|
|Diluted shares outstanding                               |                            
|
|
|Diluted earnings per share from:                         |                            
|Continuing operations                                    |                            
|Discontinued operations                                  |                            
|
|Net income per share applicable to common shares         |                            
|

---

(1)              Since
we assumed that preferred shares were converted into common shares, there           would
have been no preferred dividends paid.

10

---

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(unaudited)

NOTE 10  INCOME
TAXES

We
use the liability method to account for income taxes. Under this method a tax provision is
made for both current and deferred taxes for the period. The components of the provision
are then recorded as a net asset or liability for the current and deferred amounts.

For
the three months ended March 31, 2004 a benefit for income taxes of $400,000 was
recognized for continuing operations. A tax provision of $10.2 million was recorded as
part of income from discontinued operations, net of tax. The net tax provision was $9.8
million with a corresponding increase in the current and deferred tax liabilities.

11

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# ITEM 2 
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                   AND RESULTS OF OPERATIONS

DISCLOSURES REGARDING
FORWARD-LOOKING STATEMENTS

Certain
matters discussed under Managements Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this report may constitute
forward-looking statements for purposes of the Securities Act of 1933, and the
Securities Exchange Act of 1934 and, as such, may involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance or
achievements to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this report, the
words anticipates, estimates, plans,
believes, continues, expects, projections,
forecasts, intends, may, might,
could, should, and similar expressions are intended to be among
the statements that identify forward-looking statements. Various factors that could cause
the actual results, performance or achievements to differ materially from our expectations
are disclosed in this report (Cautionary Statements), including, without
limitation, those statements made in conjunction with the forward-looking statements
included under the caption identified above and otherwise herein. All written and oral
forward-looking statements attributable to us are expressly qualified in their entirety by
the Cautionary Statements.

EXECUTIVE OVERVIEW

The
Companys financial and operating performance for the first quarter of 2004 included
the following highlights:

| | The sale of our U.S.  mineral and royalty  properties for  approximately  $45 million allowing for the repayment of all senior debt owed.
|- | -----------------------------------------------------------------------------------------------------------------------------------------

| | An increase in daily  production  of  approximately  250 barrels of oil per day since the beginning of the year as a result of
              workovers in France and the U.S.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Higher than anticipated prices for oil and natural gas.
|- | -------------------------------------------------------

| | An increase in cash and cash equivalents of almost $10 million since December 31, 2003.
|- | ---------------------------------------------------------------------------------------

| | A 400% increase in income from continuing operations, as compared to the first quarter of 2003.
|- | -----------------------------------------------------------------------------------------------

The
Company recorded net income of $21.8 million ($1.84 per diluted share) for the three
months ended March 31, 2004, as compared to net income of $0.7 million ($.07 per diluted
share) for the same period in 2003, including an $18.2 million benefit from the sale of
U.S. mineral and royalty properties, net of tax. Net income applicable to common shares
increased by $21.8 million during the first quarter of 2004, as compared to that of the
first quarter of 2003.

LIQUIDITY AND CAPITAL
RESOURCES

This
section should be read in conjunction with Note 7 in the Notes to Consolidated Financial
Statements included in this filing.

For
the first three months of 2004, net cash used by operations was $1.7 million, compared
with $2.3 million provided by operations for the year-ago period. We continually review
the operating results of each of our properties. When we determine properties are
underperforming, we attempt remediation and subsequently liquidate them if necessary.
During the three months ended March 31, 2004, we received $42.0 million in proceeds from
sales of property and equipment, net of expenses. We expect that cash flow provided by
operating activities for the remaining nine months of 2004 will be approximately $6
million.

12

---

At
the end of 2003, we had two senior borrowing facilities. The Bank of Texas facility (the
Texas Facility) had borrowings outstanding of approximately $17.0 million at
December 31, 2003. We discharged the Texas Facility in January 2004 with a portion of the
proceeds from the Royalty Sale.

The
revolving credit facility with Barclays Bank, Plc (the Barclays Facility) had
approximately $11.8 million in borrowings outstanding at December 31, 2003. We discharged
the Barclays Facility in January 2004 with a portion of the proceeds from the Royalty
Sale. Under the terms of the Warrant Buyback Letter dated May 19, 2003, we were required
to buy 500,000 outstanding warrants back from Barclays for the sum of $100,000 upon final
settlement of the Barclays Facility. Additionally, we were required to make a final
settlement payment of $925,000 less the amounts of any payments made to Barclays for
interim fees due before the final settlement under the terms of the Settlement Fee Letter
dated May 19, 2003. The settlement payment amount after deduction of the interim fees paid
to Barclays was approximately $806,000.

Toreador
had 160,000 shares of nonvoting Series A Convertible Preferred Stock outstanding at March
31, 2004. At the option of the holder, the Series A Convertible Preferred Stock may be
converted into common shares at a price of $4.00 per common share (conversion would amount
to 1,000,000 Toreador common shares). The Series A Convertible Preferred Stock accrues
dividends at an annual rate of $2.25 per share payable quarterly in cash. At any time
after December 1, 2004, we may elect to redeem for cash any or all shares of Series A
Convertible Preferred Stock. The optional redemption price per share is the sum of (1)
$25.00 per share of the Series A Convertible Preferred Stock plus (2) any accrued unpaid
dividends, and such sum is multiplied by a declining multiplier. The multiplier is 105%
until November 30, 2005, 104% until November 30, 2006, 103% until November 30, 2007, 102%
until November 30, 2008, 101% until November 30, 2009, and 100% thereafter.

Toreador
had 160,000 shares of nonvoting Series A-1 Convertible Preferred Stock outstanding at
March 31, 2004. At the option of the holder, the Series A-1 Convertible Preferred Stock
may be converted into common shares at a price of $4.00 per common share (conversion would
amount to 1,000,000 Toreador common shares). The Series A-1 Convertible Preferred Stock
accrues dividends at an annual rate of $2.25 per share payable quarterly in cash. At any
time on or after November 1, 2007, we may elect to redeem for cash any or all shares of
Series A-1 Convertible Preferred Stock. The optional redemption price per share is the sum
of (1) $25.00 per share of the Series A-1 Convertible Preferred Stock plus (2) any accrued
unpaid dividends, and such sum is multiplied by a declining multiplier. The multiplier is
105% until October 31, 2008, 104% until October 31, 2009, 103% until October 31, 2010,
102% until October 31, 2011, 101% until October 31, 2012, and 100% thereafter.

As
part of our acquisition of Madison in 2001, we indirectly acquired a convertible debenture
(Debenture) payable to PHD Partners LP and due on March 31, 2006. The general
partner of PHD Partners LP is a corporation wholly owned by David M. Brewer, a director
and significant stockholder of Toreador. The original Debenture bore interest at 10% per
annum. As of March 31, 2004, the Debenture was amended and restated to bear interest at 6%
per annum, eliminate our right under certain circumstances to force a conversion of the
principal into shares of our common stock and eliminate our ability to repay principal prior to maturity. At the holders option, the Debenture can be converted into common stock
at a ratio of $6.75 per share. We have 319,962 common shares reserved for issuance related
to the conversion of the Debenture.

We
anticipate that our 2004 capital expenditures budget, excluding any acquisitions we may
make, will be approximately $7.0 to $9.0 million. Capital expenditures through March 31,
2004 were $1.9 million. We intend to fund our capital expenditures budget from operating
cash flow and cash currently on hand. We anticipate spending most of our 2004 capital
budget on prospects in our foreign inventory. We will limit our activity in France to
development drilling on our existing properties and exploration work on the Courtenay
permit. In Turkey, we anticipate continuing exploration work on several projects,
including plans to drill our first exploratory well in the western Black Sea.

13

---

We
expect to receive future funds through production from existing producing properties and
new producing properties that may be discovered through exploration, along with
development properties added to existing fields. In addition to the properties described
above, we also may acquire other producing oil and gas assets, which could require the use
of debt or other forms of financing.

Dividends
on our common stock may be declared and paid out of funds legally available when and as
determined by our board of directors. Our policy is to hold and invest corporate funds on
a conservative basis, and, thus, we do not anticipate paying cash dividends on our common
stock in the foreseeable future. The terms of our Series A Convertible Preferred Stock and
our Series A-1 Convertible Preferred Stock prohibit us from paying dividends on the common
stock without the approval of the holders of a majority of the then outstanding shares of
the Series A Convertible Preferred Stock and the Series A-1 Convertible Preferred Stock.

Dividends
on our Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock are
paid quarterly. Cash dividends totaling $180,000 and $110,813 were paid for the
three-month periods ended March 31, 2004 and 2003, respectively. Future dividends will be
paid in cash at the rate of $180,000 per full calendar quarter.

We
believe that sufficient funds will be available from operating cash flow, cash on hand and
future potential financing sources (which may include senior debt, subordinated debt
and/or equity) to meet anticipated capital budget requirements and fund potential
acquisitions in 2004.The following table sets forth our contractual obligations in
thousands at March 31, 2004 for the periods shown:

|       | Due Within
|------ | ----------
|
|Debt   |           
|Leases |           
|       |           
|Total  |           
|       |           

CRITICAL ACCOUNTING
POLICIES

We
did not have any changes in our critical accounting policies or in our significant
accounting estimates during the three months ended March 31, 2004. Please see our Annual
Report on Form 10-K for the year ended December 31, 2003, for a detailed discussion of our
critical accounting policies.

14

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RESULTS OF OPERATIONS

COMPARISON OF THE THREE
MONTHS ENDED MARCH 31, 2004 AND 2003

The following tables present
production and average unit prices and costs for the geographic segments indicated:

|              | Three Months Ended
March 31, |     |  | Three Months Ended
March 31,
|------------- | ---------------------------- | --- |  | ----------------------------
|
|Production    |                              |     |  |                             
|Oil (MBbls):  |                              |     |  |                             
|United States |                              | 19  |  | 46                          
|France        |                              | 85  |  | 95                          
|Turkey        |                              | 18  |  | 31                          
|              |                              |     |  |                             
|Total         |                              | 122 |  | 172                         
|              |                              |     |  |                             
|              |                              |     |  |                             
|Gas (MMcf):   |                              |     |  |                             
|United States |                              | 140 |  | 477                         
|France        |                              |    |  |                            
|Turkey        |                              |    |  |                            
|              |                              |     |  |                             
|Total         |                              | 140 |  | 477                         
|              |                              |     |  |                             
|              |                              |     |  |                             
|MBOE:         |                              |     |  |                             
|United States |                              | 42  |  | 126                         
|France        |                              | 85  |  | 95                          
|Turkey        |                              | 18  |  | 31                          
|              |                              |     |  |                             
|Total         |                              | 145 |  | 252                         
|              |                              |     |  |                             

REVENUES

Oil
and gas sales.Oil and natural gas sales decreased by $1.1 million from first quarter
2003 to first quarter 2004. French production decreased due to needed workovers, and U.S.
production decreased because the Vermilion #175 well was down during the first quarter
2004. For the first quarter 2004, sales were $4.3 million versus $5.4 million in the first
quarter 2003. The average realized gas price in the first quarter of 2004 was $5.83 per
thousand cubic feet (Mcf) versus $5.77 per Mcf in the first quarter of 2003. The average
realized oil price for the first quarter of 2004 was $29.18 per barrel versus $29.13 per
barrel for the year-ago period.

Loss
on commodity derivatives. We utilize commodity derivative instruments as part of our
risk management program. These commodity derivatives are not designated as hedges. These
transactions are generally structured as either swaps or collar contracts. A swap has the
effect of an outright sale at a specific price. A collar has the effect of creating a sale
only if the price falls below a floor price or exceeds a ceiling price. These instruments
reduce the effect of the price fluctuations of the commodities we produce and sell and
support our annual capital budget and expenditure plans. When we had our senior credit
facilities, these instruments protected the amounts required for servicing outstanding
debt and maximized the funds available under those credit facilities. The trading party
that represents the other side of each of these transactions is known as a
counterparty. The counterparty of our United States transactions is Coral
Energy Holdings, L.P., an affiliate of Royal Dutch/Shell. Currently we do not have any
commodity derivative instruments for our French production.

15

---

During
the first quarter of 2004, we had an unrealized loss of approximately $96,000 related to
hedging activity, as well as realized losses of approximately $314,000. During the first
quarter of 2003, we had an unrealized loss of approximately $249,000 and a realized loss
of $747,000. As noted above, we have structured our commodity derivatives to reduce the
effect of price fluctuations of the commodities we produce and sell. As a result, these
derivatives decline in value as the underlying commodity prices rise. Higher actual oil
and gas sales revenues due to increased prices for the products offset any losses incurred
on derivatives. See Note 6 in the Notes to Consolidated Financial Statements included in
this filing for more details.

Lease
bonuses and rentals. During the first quarter of 2004, lease bonuses and rentals were
$14,000, no change from $14,000 during the first quarter of 2003.

EXPENSES

Lease
operating. Lease operating expenses increased $324,000, or 20%, due to continuing
workover expenses in France and the U.S. along with the increase in value of the
Eurodollar against the U.S. dollar since the first quarter of 2003.

Exploration
and acquisition. Exploration and acquisition expenses for the first quarter of 2004
were $228,000, 50% higher than exploration and acquisition expenses of $152,000 in the
first quarter of 2003 due to increased evaluation activity on our prospects in Turkey.

Depreciation,
depletion and amortization. First-quarter 2004 depreciation, depletion and
amortization expenses decreased $154,000, or 16%, due to a lower unit of production rate
than that used in 2003, along with decreased production.

General
and administrative. General and administrative expenses increased $545,000, or 64%,
for the first quarter of 2004 compared with the first quarter of 2003. The
quarter-to-quarter increase is the result of $635,000 of 2003 general and administrative
costs being allocated to income from discontinued operations. The total costs including
amounts classified as discontinued operations were $1.4 million for the first quarter 2004
compared with $1.5 million for the first quarter 2003. Overall general and administrative
costs were lower on a quarterly comparative basis.

OTHER INCOME AND EXPENSE

Other
income and expense resulted in a net charge to income of $4.0 million for the first
quarter of 2004 versus a net charge to expense of $164,000 for the first quarter of 2003.
Other income increased $4.1 million primarily due to a realized foreign currency exchange
gain related to the increase in value of the Eurodollar against the U.S. dollar in
connection with the discharge of the Barclays Facility in the first quarter of 2004.

16

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DISCONTINUED OPERATIONS

The
following table compares discontinued operations for the first quarters ended March 31,
2004 and 2003:

|                                         | Three Months Ended
March 31,
|---------------------------------------- | ----------------------------
|
|
|Revenues:                                |                             
|Oil and gas sales                        |                             
|Lease bonuses and rentals                |                             
|Loss on hedging activity                 |                             
|                                         |                             
|Total revenues                           |                             
|                                         |                             
|Costs and expenses:                      |                             
|Lease and operating                      |                             
|Depreciation, depletion and amortization |                             
|General and administrative               |                             
|Interest                                 |                             
|                                         |                             
|Total cost and expenses                  |                             
|                                         |                             
|Gain on sale properties                  |                             
|                                         |                             
|Income before taxes                      |                             
|Income tax provision                     |                             
|                                         |                             
|Income from discontinued operations      |                             
|                                         |                             

Income
from discontinued operations for the first quarter 2004 was $18.2 million versus $454,000
for the first quarter 2003. The increase is due to the sale of U.S. royalty properties in
January 2004 (see Note 2 in Notes to Consolidated Financial Statements).

NET INCOME AVAILABLE TO
COMMON SHARES

For
the first quarter of 2004, we reported net income before taxes of $3.3 million, compared
with net income before taxes of $664,000 for the same period of 2003. Income from
discontinued operations for the first quarter 2004 was $18.2 million versus $454,000 for
the first quarter 2003, increasing due to the sale of U.S. royalty properties in January
2004. First-quarter 2004 income applicable to common shares was $21.8 million versus
income applicable to common shares of $704,000 in the first quarter of 2003.

OTHER COMPREHENSIVE INCOME

This
item should be read in conjunction with Note 3 in the Notes to Consolidated Financial
Statements included in this filing.

The
most significant element of comprehensive income, other than net income, is foreign
currency translation. As of December 31, 2003, we had accumulated an unrealized gain of
$4.9 million due to the Barclays Facility being denominated in U.S. dollars; where as the
functional currency of our operations in France is the Eurodollar. In the first quarter
2004, we converted this gain from unrealized to realized due to the repayment of the
facility. In Turkey, the functional currency is the Turkish Lira. The exchange rates used
to translate the financial position of those operations at March 31, 2004, were
approximately US$1.22 per Eurodollar and US$0.76 per million Turkish Lira. The Eurodollar
rate at March 31, 2003, was US$1.08 per Eurodollar and US$0.59 per million Turkish Lira.

17

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# ITEM 3 
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There
have been no material changes from the information provided in Item 7A of our Annual
Report on Form 10-K for the year ended December 31, 2003.

# ITEM 4  CONTROLS
AND PROCEDURES

The
term disclosure controls and procedures is defined in Rule 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to
the controls and procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized, and reported within the time periods
specified by the Securities and Exchange Commission. Our management, including our Chief
Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this quarterly
report. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and procedures were effective in all
material respects as of the end of the period covered by this quarterly report.

There
were no changes to our internal control over financial reporting during our last fiscal
quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

18

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# PART II. OTHER
INFORMATION

# ITEM 1  LEGAL
PROCEEDINGS

There have
been no material changes to the information reported under Item 3  Legal Proceedings
of our Annual Report on Form 10-K for the year ended December 31, 2003.

From
time to time, we are named as a defendant in other legal proceedings arising in the normal
course of business. In our opinion, the final judgment, or settlement, if any, which may
be awarded with any other suits or claims would not have a material adverse effect on our
financial position.

# ITEM 2  CHANGES IN
SECURITIES AND USE OF PROCEEDS

Since
January 1, 2004, we have not issued any equity securities that were not registered under
the Securities Act of 1933, as amended.

# ITEM 3  DEFAULT
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)    
          The following exhibits are included herein:

|2.1 | - | Agreement for Purchase and Sale by and among Toreador Resources Corporation and Tormin, Inc., as Sellers, and Black Stone Acquisitions Partners I, L.P., as Buyer, dated December 17, 2003 (previously filed as Exhibit 2.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2004, File No. 0-2517, and incorporated herein by reference).
|--- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 | - | Amended and Restated Certificate of Incorporation, of Toreador Resources Corporation (previously filed as Exhibit 3.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 | - | Second Amended and Restated Bylaws of Toreador Resources Corporation (previously filed as Exhibit 3.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 | - | Certificate of Designation of Series A-1 Convertible Preferred Stock of Toreador Resources Corporation, dated October 30, 2002 (previously filed as Exhibit 3.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

19

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|4.1 | - | Registration Rights Agreement, effective December 16, 1998, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 10.2 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 1998, File No. 0-2517, and incorporated herein by reference).
|--- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | - | Settlement Agreement dated June 25, 1998, among the Gralee Persons, the Dane Falb Persons and Toreador Royalty Corporation (previously filed as Exhibit 10.1 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 1998, File No. 0-2517, and incorporated herein by reference).
|--- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | - | Registration Rights Agreement, effective July 31, 2000, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522 filed with the Securities and Exchange Commission on December 22, 2000, File No. 0-2517, and incorporated herein by reference).
|--- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 | - | Registration Rights Agreement, effective September 11, 2000, among Toreador Resources Corporation and Earl E. Rossman, Jr., Representative of the Holders (previously filed as Exhibit 4.6 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522, filed with the Securities and Exchange Commission on December 22, 2000, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | - | Registration Rights Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | - | Registration Rights Agreement dated March 25, 2003, between Toreador Resources Corporation and Barclays Bank PLC (previously filed as Exhibit 4.6 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | - | Registration Rights Agreement dated July 26, 2003, between Toreador Resources Corporation and James R. Anderson  (previously filed as Exhibit 4.7 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 | - | Registration Rights Agreement dated August 13, 2003, between Toreador Resources Corporation and Karen Anderson (previously filed as Exhibit 4.8 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

---

|4.9 | - | Registration Rights Agreement dated October 20, 2003, between Toreador Resources Corporation, William I. Lee and Wilco Properties, Inc. (previously filed as Exhibit 4.9 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 | - | Registration Rights Agreement dated December 15, 2003, between Toreador Resources Corporation and James R. Anderson (previously filed as Exhibit 4.9 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
|---- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 | - | Registration Rights Agreement dated December 15, 2003, between Toreador Resources Corporation and Roger A. Anderson (previously filed as Exhibit 4.10 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
|---- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.12 | - | Registration Rights Agreement dated December 22, 2003, between Toreador Resources Corporation and Wilco Properties, Inc. (previously filed as Exhibit 4.11 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
|---- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 | - | Master Qualified Escrow Agreement by and among Toreador Resources Corporation, Bank of Texas, N.A. and Petroleum Strategies, Inc dated January 9, 2004 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2004, File No. 0-2517, and incorporated herein by reference).
|---- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2* | - | Second Amended and Restated Convertible Debenture dated as of March 31, 2004, between Madison Oil Company, Toreador Resources Corporation and PHD Partners, LP.
|----- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1* | - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|----- | - | --------------------------------------------------------------------------------------------------------------------------------------------------

|31.2* | - | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|----- | - | --------------------------------------------------------------------------------------------------------------------------------------------------

|32.1* | - | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|----- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Filed herewith.

21

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(b)    
          Reports on Form 8-K:

| | On
January 28, 2004, we filed a Current Report on Form 8-K with the Securities and Exchange
Commission under Item 2  Acquisition or Disposition of Assets and Item 7 
Financial Statements, Pro Forma Financial Information and Exhibits regarding our sale of
U.S. mineral and royalty interests.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

22

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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.

|             |  | TOREADOR RESOURCES CORPORATION,Registrant        
|------------ |  | -------------------------------------------------
|             |  |                                                  
|May 14, 2004 |  | /s/ G. Thomas Graves III                         
|             |  | G. Thomas Graves III                             
|             |  | President and Chief Executive Officer            
|             |  |                                                  
|May 14, 2004 |  | /s/ Douglas W. Weir                              
|             |  | Douglas W. Weir                                  
|             |  | Senior Vice President and Chief Financial Officer

23

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EXHIBITS INDEX

|Exhibit Number |  | Description
|-------------- |  | -----------

|2.1 | - | Agreement for Purchase and Sale by and among Toreador Resources Corporation and Tormin, Inc., as Sellers, and
Black Stone Acquisitions Partners I, L.P., as Buyer, dated December 17, 2003 (previously filed as Exhibit 2.1 to
Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 28, 2004, File No. 0-2517, and incorporated herein by reference).
|--- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.1 | - | Amended and Restated Certificate of Incorporation Toreador Resources Corporation (previously filed as Exhibit 3.2
to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No.
0-2517, and incorporated herein by reference).
|--- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.2 | - | Second Amended and Restated Bylaws of Toreador Resources Corporation, (previously filed as Exhibit 3.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.3 | - | Certificate of Designation of Series A-1 Convertible Preferred Stock of Toreador Resources Corporation, dated October 30, 2002 (previously filed as Exhibit 3.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1 | - | Registration Rights Agreement, effective December 16, 1998, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 10.2 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 1998, File No. 0-2517, incorporated herein by reference).
|--- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | - | Settlement Agreement dated June 25, 1998, among the Gralee Persons, the Dane Falb Persons and Toreador Royalty Corporation (previously filed as Exhibit 10.1 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 1998, File No. 0-2517, and incorporated herein by reference).
|--- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | - | Registration Rights Agreement, effective July 31, 2000, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522 filed with the Securities and Exchange Commission on December 22, 2000, and incorporated herein by reference).
|--- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 | - | Registration Rights Agreement, effective September 11, 2000, among Toreador Resources Corporation and Earl E. Rossman, Jr., Representative of the Holders (previously filed as Exhibit 4.6 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522, filed with the Securities and Exchange Commission on December 22, 2000, and incorporated herein by reference).
|--- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|4.5 | - | Registration Rights Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | - | Registration Rights Agreement dated March 25, 2003, between Toreador Resources Corporation and Barclays Bank PLC (previously filed as Exhibit 4.6 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.7 | - | Registration Rights Agreement dated July 26, 2003, between Toreador Resources Corporation and James R. Anderson (previously filed as Exhibit 4.7 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.8 | - | Registration Rights Agreement dated August 13, 2003, between Toreador Resources Corporation and Karen Anderson (previously filed as Exhibit 4.8 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.9 | - | Registration Rights Agreement dated October 20, 2003, between Toreador Resources Corporation, William I. Lee and Wilco Properties, Inc (previously filed as Exhibit 4.9 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 0-2517, and incorporated herein by reference).
|--- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.10 | - | Registration Rights Agreement dated December 15, 2003, between Toreador Resources Corporation and James R. Anderson (previously filed as Exhibit 4.9 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
|---- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.11 | - | Registration Rights Agreement dated December 15, 2003, between Toreador Resources Corporation and Roger A. Anderson (previously filed as Exhibit 4.10 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
|---- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.12 | - | Registration Rights Agreement dated December 22, 2003, between Toreador Resources Corporation and Wilco Properties, Inc. (previously filed as Exhibit 4.11 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2003, File No. 0-2517, and incorporated herein by reference).
|---- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|10.1 | - | Master Qualified Escrow Agreement by and among Toreador Resources Corporation, Bank of Texas, N.A. and Petroleum Strategies, Inc dated January 9, 2004 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2004, File No. 0-2517, and incorporated herein by reference).
|---- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2* | - | Second Amended and Restated Convertible Debenture dated as of March 31, 2004, between Madison Oil Company, Toreador Resources Corporation and PHD Partners, LP.
|----- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|31.1* | - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|----- | - | --------------------------------------------------------------------------------------------------------------------------------------------------

|31.2* | - | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|----- | - | --------------------------------------------------------------------------------------------------------------------------------------------------

|32.1* | - | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|----- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

* Filed herewith.

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