# 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 September 30, 2003

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)

4809 Cole Avenue,
Suite 108; Dallas, Texas  75205 (Address of principal executive offices)

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

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

|Yes 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 November 18, 2003
|-------------------------------- |  | --------------------------------
|Common Stock, $0.15625 par value |  | 9,337,517 shares                

# TOREADOR RESOURCES
CORPORATION

INDEX

|                                                                        | Page Number
|----------------------------------------------------------------------- | -----------
|                                                                        |            
|PART I. FINANCIAL INFORMATION                                           |            
|                                                                       
|Item 1.  Financial Statements (Unaudited)                              
|                                                                        |            
|Consolidated Balance Sheets (Unaudited)                                 | 1          
|September 30, 2003 and December 31, 2002                                |            
|                                                                       
|Consolidated Statements of Operations (Unaudited)                       | 2          
|Three and Nine Months Ended September 30, 2003 and 2002                 |            
|                                                                        |            
|Consolidated Statements of Cash Flows (Unaudited)                       | 3          
|Nine Months Ended September 30, 2003 and 2002                           |            
|                                                                       
|Notes to Consolidated Financial Statements                              | 4          
|                                                                        |            
|Item 2. Management's Discussion and Analysis of Financial Condition and | 14         
|Results of Operations                                                   |            
|                                                                       
|Item 3. Quantitative and Qualitative Disclosure about Market Risk       | 21         
|                                                                        |            
|Item 4. Controls and Procedures                                         | 21         
|                                                                       
|PART II. OTHER INFORMATION                                             
|                                                                        |            
|Item 1. Legal Proceedings                                               | 22         
|                                                                        |            
|Item 2. Changes in Securities and Use of Proceeds                       | 22         
|                                                                        |            
|Item 3. Defaults Upon Senior Securities                                 | 22         
|                                                                        |            
|Item 4. Submission of Matters to a Vote of Security Holders             | 22         
|                                                                        |            
|Item 5. Other Information                                               | 22         
|                                                                        |            
|Item 6. Exhibits and Reports on Form 8-K                                | 23         
|                                                                        |            
|Signatures                                                              | 25         
|                                                                        |            
|Exhibit Index                                                           | 26         

# TOREADOR RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS(UNAUDITED)

|                                                                               | September 30,
2003 | December 31,
2002
|------------------------------------------------------------------------------ | ------------------ | -----------------
|
|Current assets:                                                                |                    |                  
|Cash and cash equivalents                                                      |                    | $      619       
|Accounts and notes receivable                                                  |                    | 3,809            
|Income taxes receivable                                                        |                    | --               
|Available-for-sale, at fair value                                              |                    | 32               
|Other                                                                          |                    | 1,702            
|                                                                               |                    |                  
|Total current assets                                                           |                    | 6,162            
|                                                                               |                    |                  
|Oil and gas properties, net, using the successful efforts method of accounting |                    | 77,301           
|                                                                               |                    |                  
|Investments in unconsolidated entities                                         |                    | 501              
|Goodwill                                                                       |                    | 5,467            
|Other assets                                                                   |                    | 506              
|                                                                               |                    |                  
|Total Assets                                                                   |                    | $ 89,937         
|                                                                               |                    |                  
|                                                                               |                    |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                           |                    |                  
|Current liabilities:                                                           |                   
|Accounts payable and accrued liabilities                                       |                    | $   5,838        
|Unrealized loss on commodity derivatives                                       |                    | 1,052            
|Current portion of long-term debt                                              |                    | 14,000           
|Income taxes payable                                                           |                    | 1,677            
|                                                                               |                    |                  
|Total current liabilities                                                      |                    | 22,567           
|                                                                               |                    |                  
|Long-term debt                                                                 |                    | 15,473           
|Long-term accrued liabilities                                                  |                    | 578              
|Long-term asset retirement obligation                                          |                    | 1,625            
|Deferred tax liability                                                         |                    | 13,346           
|Convertible debenture                                                          |                    | 2,160            
|                                                                               |                    |                  
|Total liabilities                                                              |                    | 55,749           
|                                                                               |                    |                  
|Stockholders' equity:                                                          |                   
|Preferred stock, Series A & A-1, $1.00 par value, 4,000,000 shares             |                    |                  
|Authorized; $5,925,000 liquidation preference 237,000 and 197,000 issued       |                    | 237              
|Common stock, $0.15625 par value, 30,000,000                                   |                    |                  
|shares authorized; 10,058,544 shares issued                                    |                    | 1,572            
|Capital in excess of par value                                                 |                    | 31,470           
|Retained earnings (deficit)                                                    |                    | 232              
|Accumulated other comprehensive income                                         |                    | 3,211            
|                                                                               |                    |                  
|                                                                               |                    | 36,722           
|                                                                               |                    |                  
|Treasury stock at cost:                                                        |                   
|721,027 shares                                                                 |                    | (2,534           
|                                                                               |                    |                  
|Total stockholders' equity                                                     |                    | 34,188           
|                                                                               |                    |                  
|Total Liabilities and Stockholders' Equity                                     |                    | $ 89,937         
|                                                                               |                    |                  

1

# TOREADOR RESOURCES
CORPORATION

# 

CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)

|                                                   | Three Months Ended
September 30, | Nine Months Ended
September 30, |  
|-------------------------------------------------- | -------------------------------- | ------------------------------- | -
|
|
|Revenues:                                          |                                  |                                 |  
|Oil and gas sales                                  |                                  | $   6,279                       |  
|Gain (loss) on commodity derivatives               |                                  | 644                             |  
|Lease bonuses and rentals                          |                                  | 99                              |  
|                                                   |                                  |                                 |  
|Total revenues                                     |                                  | 7,022                           |  
|                                                   |                                  |                                 |  
|Costs and expenses:                                |                                 
|Lease operating                                    |                                  | 2,419                           |  
|Exploration and acquisition                        |                                  | 413                             |  
|Depreciation, depletion and amortization           |                                  | 996                             |  
|Reduction in force                                 |                                  | --                              |  
|General and administrative                         |                                  | 1,168                           |  
|                                                   |                                  |                                 |  
|Total costs and expenses                           |                                  | 4,996                           |  
|                                                   |                                  |                                 |  
|                                                   |                                  |                                 |  
|Operating income (loss)                            |                                  | 2,026                           |  
|                                                   |                                  |                                 |  
|Other expense                                      |                                 
|Equity in losses of unconsolidated investments     |                                  | (56                             | )
|Gain (loss) on sale of properties and other assets |                                  | 70                              |  
|Loss on sale of marketable securities              |                                  | (33                             | )
|Interest and other income                          |                                  | 136                             |  
|Interest expense                                   |                                  | (443                            | )
|                                                   |                                  |                                 |  
|Total other expense                                |                                  | (326                            | )
|                                                   |                                  |                                 |  
|                                                   |                                  |                                 |  
|Income (loss) before income taxes                  |                                  | 1,700                           |  
|Provision (benefit) for income taxes               |                                  | 629                             |  
|                                                   |                                  |                                 |  
|Net income (loss)                                  |                                  | 1,071                           |  
|Less: dividends on preferred shares                |                                  | 125                             |  
|                                                   |                                  |                                 |  
|Income (loss) available to common shares           |                                  | $     946                       |  
|                                                   |                                  |                                 |  
|Basic income (loss) per share                      |                                  | $    0.10                       |  
|                                                   |                                  |                                 |  
|Diluted income (loss) per share                    |                                  | $    0.09                       |  
|                                                   |                                  |                                 |  
|Weighted average shares outstanding                |                                 
|Basic                                              |                                  | 9,338                           |  
|Diluted                                            |                                  | 10,825                          |  

2

# TOREADOR RESOURCES
CORPORATION

# CONSOLIDATED
STATEMENTS OF CASH FLOWS

(UNAUDITED)

|                                                                                         | Nine Months
Ended September 30,
|---------------------------------------------------------------------------------------- | -------------------------------
|
|
|Cash flows from operating activities:                                                    |                                
|Net income (loss)                                                                        |                                
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                
|Depreciation, depletion and amortization                                                 |                                
|Loss (gain) on sale of properties                                                        |                                
|Unrealized losses on commodity derivatives                                               |                                
|Equity in losses of unconsolidated investments                                           |                                
|Deferred taxes                                                                           |                                
|Other operating activities                                                               |                                
|                                                                                         |                                
|Cash flow from operating activities before change in working capital                     |                                
|Decrease (increase) in operating assets:                                                 |                                
|Accounts and notes receivable                                                            |                                
|Income taxes receivable                                                                  |                                
|Other current assets                                                                     |                                
|Other assets                                                                             |                                
|Increase (decrease) in operating liabilities:                                            |                                
|Accounts payable and accrued liabilities                                                 |                                
|Income taxes payable                                                                     |                                
|Other                                                                                    |                                
|                                                                                         |                                
|Net cash provided by operating activities                                                |                                
|                                                                                         |                                
|Cash flows from investing activities:                                                    |                                
|Expenditures for properties and equipment                                                |                                
|Proceeds from the sale of properties and equipment                                       |                                
|Purchase of marketable securities                                                        |                                
|Proceeds from sale of marketable securities                                              |                                
|                                                                                         |                                
|Net cash provided by (used in) investing activities                                      |                                
|                                                                                         |                                
|Cash flows from financing activities:                                                    |                                
|Payment for debt issuance costs                                                          |                                
|Borrowings under revolving credit arrangements                                           |                                
|Repayments under revolving credit arrangements                                           |                                
|Issuance of preferred stock                                                              |                                
|Payment of preferred dividends                                                           |                                
|Purchase of treasury stock                                                               |                                
|                                                                                         |                                
|Net cash used in financing activities                                                    |                                
|                                                                                         |                                
|Net decrease in cash and cash equivalents                                                |                                
|Cash and cash equivalents, beginning of period                                           |                                
|                                                                                         |                                
|Cash and cash equivalents, end of period                                                 |                                
|                                                                                         |                                
|                                                                                         |                                
|Supplemental disclosure of cash flow information:                                        |                                
|Cash paid during the period for interest                                                 |                                
|Income taxes paid                                                                        |                                
|Asset retirement obligation at January 1, 2003                                           |                                
|Capitalized asset retirement obligation, net                                             |                                

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
2002 Annual Report on Form 10-K of Toreador Resources Corporation (the Company, 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 
COMPREHENSIVE INCOME

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

|                                        | Three Months Ended
September 30, | Nine Months Ended
September 30,
|--------------------------------------- | -------------------------------- | -------------------------------
|
|Net income (loss)                       |                                  | $ 1,071                        
|Foreign currency translation adjustment |                                  | (360                           
|Change in fair value of                 |                                  |                                
|available-for-sale securities           |                                  | (5                             
|                                        |                                  |                                
|Comprehensive income (loss)             |                                  | $    706                       
|                                        |                                  |                                

NOTE 3  RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS

On August 15, 2001, the FASB issued
Statement No. 143, Accounting for Asset Retirement Obligations (Statement
143). Initiated in 1994 as a project to account for the costs of nuclear
decommissioning, the FASB expanded the scope to include similar closure or removal-type
costs in other industries that are incurred at any time during the life of an asset. That
standard requires entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is initially
recorded, the entity capitalizes a cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present value each period,
and the capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its recorded
amount or incurs a gain or loss upon settlement. The standard became effective for fiscal
years beginning after June 15, 2002. 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 tables describe on a
pro forma basis our asset retirement liability as if Statement 143 had been adopted on
January 1, 2002:

|                                        | 2003 | 2002  
|--------------------------------------- | ---- | ------
|Asset retirement obligation January 1   |      | $1,690
|Asset retirement accretion expense      |      | 78    
|Less: plugging cost                     |      | 5     
|Less: property sold                     |      | 1     
|                                        |      |       
|Asset retirement obligation at Sept. 30 |      | $1,762
|                                        |      |       

|                                      | Three Months Ended
Sept 30, 2002 | Nine Months Ended
Sept 30, 2002
|------------------------------------- | -------------------------------- | -------------------------------
|Net loss, reported                    |                                  | $      (1,166)                 
|Less: retirement obligation accretion |                                 
|expense                               |                                  | 27                             
|Plus: depreciation on salvage value   |                                  | --                             
|                                      |                                  |                                
|Net loss pro forma                    |                                  | $      (1,193)                 
|                                      |                                  |                                
|Loss per share:                       |                                 
|As reported                           |                                  |                                
|Basic                                 |                                  | $      (0.13)                  
|Diluted                               |                                  | $      (0.13)                  
|Pro forma                             |                                 
|Basic                                 |                                  | $      (0.14)                  
|Diluted                               |                                  | $      (0.14)                  

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.
Under previous standards, such costs were recognized in the period in which an entity
committed to a plan of disposal. Under Statement 146, the costs are recognized in the
period when an actual disposal is under way. Examples of costs included under Statement
146 include one-time termination benefits, costs to consolidate or close facilities and
costs to relocate employees. Statement 146 is effective for exit or disposal activities
initiated after December 31, 2002. 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. Total severance expense and
liability for the nine months ended September 30, 2003, were approximately $466,000 and
$348,000, 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 September 30, 2003     |       

5

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

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 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:

|                                                   | Three Months Ended
September 30, | Nine Months Ended
September 30,
|-------------------------------------------------- | -------------------------------- | -------------------------------
|
|Income (loss) available to common shares           |                                  |                                
|As reported                                        |                                  |                                
|Stock-based employee compensation                  |                                  |                                
|expense determined under fair value                |                                  |                                
|method, net of tax                                 |                                  |                                
|                                                   |                                  |                                
|Pro forma                                          |                                  |                                
|                                                   |                                  |                                
|Income (loss) available to common shares, basic:   |                                  |                                
|As reported                                        |                                  |                                
|Pro forma                                          |                                  |                                
|Income (loss) available to common shares, diluted: |                                  |                                
|As reported                                        |                                  |                                
|Pro forma                                          |                                  |                                

NOTE 4  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.
Operations in France and Turkey began when we completed our acquisition of Madison on
December 31, 2001 (the Merger).

6

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

|                                      | Three Months Ended September 30,
|------------------------------------- | --------------------------------
|
|
|Revenues:                             |                                 
|Oil and gas sales                     |                                 
|                                      |                                 
|Gain (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     |                                 
|Loss on sale of marketable securities |                                 
|Interest and other income (expense)   |                                 
|Interest income (expense)             |                                 
|                                      |                                 
|Total other income (expense)          |                                 
|                                      |                                 
|                                      |                                 
|Income (loss) before income tax       |                                 
|                                      |                                 
|Provision (benefit) for income taxes  |                                 
|                                      |                                 
|Net income (loss)                     |                                 
|Dividends on preferred shares         |                                 
|                                      |                                 
|Total assets (1)                      |                                 

---

(1)    
          Total consolidated assets reflect the effect of intersegment eliminations.

7

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

|                                      | Nine Months Ended September 30, | 
|------------------------------------- | ------------------------------- | 
|
|
|Revenues:                             |                                 | 
|Oil and gas sales                     |                                 | 
|Gain (loss) on commodity derivatives  |                                 | 
|Lease bonus and rentals               |                                 | 
|                                      |                                 | 
|Total Revenues                        |                                 | 
|Cost and expenses:                    |                                 | 
|Lease operating                       |                                 | 
|Exploration and acquisition           |                                 | 
|Depreciation, depletion and           |                                 | 
|amortization                          |                                 | 
|Reduction in force                    |                                 | 
|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     |                                 | 
|Loss on sale of marketable securities |                                 | 
|Interest and other income (expense)   |                                 | 
|Interest expense                      |                                 | 
|                                      |                                 | 
|Total other income (expense)          |                                 | 
|                                      |                                 | 
|                                      |                                 | 
|Income (loss) before income tax       |                                 | 
|                                      |                                 | 
|Provision (benefit) for income taxes  |                                 | 
|                                      |                                 | 
|Net income (loss)                     |                                 | 
|Dividends on preferred shares         |                                 | 
|                                      |                                 | 
|Total assets (1)                      |                                 | 

---

(1)    
          Total consolidated assets reflect the effect of intersegment eliminations.

8

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

NOTE 5  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 (i) reduce the effect of the price fluctuations of the
commodities we produce and sell; (ii) support our annual capital budgeting and expenditure
plans; (iii) protect the amounts required for servicing outstanding debt; and (iv)
maximize the funds available under our existing 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. The counterparty of our French
transactions is Barclays Capital.

The following table lists our open
natural gas derivative contracts as of September 30, 2003. All contracts are based on
NYMEX pricing. We estimated the fair value of the option agreement at September 30, 2003,
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)(1) |  | Strike Priceper MMBtu |  | Fair Value-Gain/(Loss)September 30,2003 | 
|------------ |  | --------------------- |  | ------------------ |  | --------------------------------- |  | ------------------------- |  | --------------------- |  | --------------------------------------- | 
|Swap         |  | Nov          2003     |  | December      2003 |  | 30,000                            |  | 60,000                    |  | $ 3.900               |  | $     (63)                             
|             |  | January          2004 |  | December      2004 |  | 50,000                            |  | 600,000                   |  | $ 3.900               |  | $   (577)                              
|             |  |                       |  |                    |  |                                   |  |                           |  |                       |  |                                        
|PutOption    |  | Nov          2003     |  | December      2003 |  | 80,000                            |  | 160,000                   |  | $ 3.250               |  | $        1                             
|             |  | January          2004 |  | December      2004 |  | 50,000                            |  | 600,000                   |  | $ 3.250               |  | $      52                              
|             |  |                       |  |                    |  |                                   | 
|CallOption   |  | Nov          2003     |  | December      2003 |  | 80,000                            |  | 160,000                   |  | $ 4.850               |  | $     (76)                             
|             |  | January          2004 |  | December      2004 |  | 50,000                            |  | 600,000                   |  | $ 5.275               |  | $   (332)                              

---

(1)    MMBtu - Million British thermal units.

The following table lists our open
crude oil derivative contracts as of September 30, 2003. Our crude oil derivatives will
expire at December 31, 2003. We estimated the fair value of the swap agreements based on
the difference between the strike prices and the forward index prices for each
determination period multiplied by the notional volume for each period.

9

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

|ContractType   |  | EffectiveDate     |  | TerminationDate    |  | NotionalVolume perMonth(Bbls) |  | AggregateVolume(Bbls) |  | Strike Priceper Bbl |  | Fair Value-Gain/(Loss)September 30,2003 | 
|-------------- |  | ----------------- |  | ------------------ |  | ----------------------------- |  | --------------------- |  | ------------------- |  | --------------------------------------- | 
|BrentCrudeSwap |  | Nov          2003 |  | December      2003 |  | 20,000                        |  | 40,000                |  | $ 23.108            |  | $   (57)                               

NOTE 6  LONG-TERM
DEBT

On May 9, 2002, we amended our
revolving credit facility with Bank of Texas (the Texas Facility). The
amendment divided the amounts outstanding into two tranches. Tranche A amounted to $18.0
million, and Tranche B represented all amounts outstanding in excess of Tranche A. The
amendment required that all amounts outstanding under Tranche B be repaid by July 15,
2002, and called for a monthly penalty of $50,000 if such amounts were not repaid by July
15, 2002. In connection with this amendment, we paid a fee of $100,000. On August 1, 2002,
we amended the Texas Facility again. Under the terms of this amendment, Tranche A was
increased to $20.0 million, and the due date for Tranche B was extended to November 1,
2002. Additionally, this amendment required no monthly penalty if all amounts under
Tranche B were repaid by November 1, 2002. In connection with this amendment, we paid a
fee of $75,000. On September 23, 2002, we amended the Texas Facility again. This amendment
eliminated the Tranches, set the borrowing base at $19.4 million and calls for monthly
principal payments of $150,000 until amended. There was no fee associated with this
amendment. At September 30, 2003, there was $17.3 million outstanding under the Texas
Facility, and, in accordance with the amendment, we have included $1.8 million under the
current portion of long-term debt on the balance sheet.

As part of our Merger with Madison,
we became subject to a revolving credit facility between Madison and Barclays Bank, Plc
(the Barclays Facility) that matures on December 31, 2005, and is secured by
the production from our French properties and the stock of Madison Oil Companys
subsidiaries. The Barclays Facility is subject to interest rates based on LIBOR plus 2.5%.
Total borrowings are limited to the lesser of the nominal facility amount or a semi-annual
borrowing base. In early 2002, Barclays advised us that it intended to withdraw from the
reserve-based lending business. As a result of this change in direction by Barclays and
the existence of various technical defaults under the Barclays Facility, in
2003 we entered into various waiver agreements with Barclays. Pursuant to the terms of the current
 Amendment Agreement to the Barclays Facility, we are required to make monthly principal payments
through August 2004 equal to the available net cash flow after expenses of our international operations.
  We are also required to make fee payments monthly in the amount of $25,000 out of international cash
flow pursuant to the terms of the Management and Work Fee Letter dated May 19, 2003.  Pursuant to the
 terms of the current Amendment Agreement, Barclays will conduct a borrowing base review in January 2004.
If at that borrowing base review, the ratio of relevant net present value to total indebtedness is less than
 1.5;1, it will be an event of default under the Barclays Facility.

10

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

Pursuant to the terms of the waiver
agreements previously entered into in 2003, we issued to Barclays warrants that are currently exercisable to
purchase an aggregate of 400,000 shares of our common stock at an exercise price of $3.50
per share and issued an additional warrant that is exercisable after April 13, 2004
to purchase 100,000 shares of our common stock at an exercise price of $3.52 per share.
These warrants have certain registration rights. Under the terms of the Warrant Buyback
Letter dated May 19, 2003, Toreador is required to buy the 500,000 outstanding
warrants back from Barclays for the sum of $100,000. The buyback is predicated on the
final settlement of all obligations relating to the Barclays Facility. Per the terms of
the Settlement Fee Letter dated May 19, 2003, we have also agreed to make a final
settlement payment of $925,000, less the sum of all payments made to Barclays for interim
fees before the final settlement that will be due at the time we extinguish the Barclays
Facility. We have also agreed, among other items, to apply certain amounts that may be
received by Toreador for the Turkish registered capital repatriation to the repayment of
the Barclays Facility. During the first nine months of 2003, we used $2.4 million of our
available cash flow to reduce the amounts outstanding under the Barclays Facility.

We have diligently explored and are continuing to explore
alternatives to refinance all or part of our existing capital structure, including the
Barclays Facility. We are evaluating a number of alternatives to provide funds necessary
for the extinguishment of the Barclays Facility, including a structured financing or
bridge financing to be provided by a third party, a possible sale of additional equity or
debt and a potential sale of a portion of U.S. or French assets. Our intent is that the Barclays Facility
 will be extinguished in less than twelve months.  Accordingly, we have
included the entire balance owed to Barclays, $12.2 million, in the current portion of long-term debt on the balance
sheet.  However, no assurance can be given that any of these
alternatives will be available as a means of discharging the Barclays Facility and
providing additional working capital.

NOTE 7  LITIGATION

Karak Petroleum. Madison 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, 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 varying monthly installments payable at the beginning of each month
beginning February 2003 and concluding in December 2003. As of September 30, 2003,
$265,000 remained to be paid.

Turkish Registered Capital.
Under the existing Petroleum Law of Turkey, capital that is invested by foreign companies
in projects such as oil and 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 the 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 any payments
received from the Turkish government for the protection of repatriated capital if the
amounts are applied for prior to December 31, 2003, and paid by December 31, 2004. In
March 2002, a lower level court ruled in favor of Madison. The ruling was subject to
automatic appeal that was heard on December 31, 2002. The appellate court reversed the
lower courts ruling. We have appealed the ruling of the appellate court and expect a
hearing no later then the end of December 2003. The current appeal is the last appeal that
can be made by either side in this case.

11

TOREADOR RESOURCES
CORPORATION

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(unaudited)

NOTE 8  ISSUANCE OF
PREFERRED STOCK

On July 26, August 13 and October 20,
2003, 20,000, 20,000 and 34,000 shares of Series A-1 Convertible Preferred Stock were
issued for $500,000, $500,000 and $850,000, respectively.  The 34,000 shares issued in October 2003
were issued to William I. Lee, a Toreador director, and Wilco Properties Inc., an entity controlled by
Mr. Lee. 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 of the shares of Series A-1 Convertible Preferred Stock
would amount to 462,500 Toreador common shares). The $4.00 conversion price was higher
than the market price of our common stock at the time of issuance. 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. In connection with the securities purchase agreements, the parties entered
into registration rights agreements pursuant to which the holder
has the right to register for resale the common stock issuable upon conversion of the
Series A-1 Convertible Preferred Stock if we register certain of our securities.

12

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 EndedSeptember 30, | Nine Months EndedSeptember 30,
|---------------------------------------- | ------------------------------- | ------------------------------
|
|
|Basic earnings per share                 |                                 |                               
|Numerator:                               |                                 |                               
|Net income (loss)                        |                                 |                               
|Less: dividends on preferred shares      |                                 |                               
|                                         |                                 |                               
|Income (loss) available to common shares |                                 |                               
|                                         |                                 |                               
|Denominator:                             |                                 |                               
|Common shares outstanding                |                                 |                               
|Basic earnings (loss) per share          |                                 |                               
|Diluted earnings per share               |                                 |                               
|Numerator:                               |                                 |                               
|Net income (loss)                        |                                 |                               
|Plus interest on debenture net of tax    |                                 |                               
|Less: dividends on preferred shares      |                                 |                               
|                                         |                                 |                               
|Income (loss) available to common shares |                                 |                               
|                                         |                                 |                               
|Denominator:                             |                                 |                               
|Common shares outstanding                |                                 |                               
|Common stock options and warrants        |                                 |                               
|Conversion of preferred shares           |                                 |                               
|Conversion of debenture                  |                                 |                               
|                                         |                                 |                               
|Diluted shares outstanding               |                                 |                               
|                                         |                                 |                               
|Diluted earnings per share               |                                 |                               

---

| | (1)    The conversion of the debenture would have been antidilutive.
Therefore, no conversion is assumed for this calculation.(2)    The conversion of the preferred
shares would have been antidilutive. Therefore, no conversion is assumed for this
         calculation.          (3)    Due
to the net loss for the three-and nine-month periods ended September 30, 2002, there were
no dilutive shares.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

|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.

LIQUIDITY AND CAPITAL
RESOURCES

This section should be read in
conjunction with Notes 6 and 8 in the Notes to Consolidated Financial Statements included
in this filing.

For the first nine months of 2003,
net cash provided by operations was $7.1 million, compared with $1.6 million 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 nine months ended September 30, 2003, we received
$0.4 million in proceeds from sales of property and equipment. We expect that cash flow
provided by operating activities for the remaining three months of 2003 will be
approximately $2.0 million.

We currently have two senior
borrowing facilities. First, we have a revolving credit facility with Bank of Texas (the
"Texas Facility"), which had permitted borrowings of $17.3 million at September 30, 2003.
We are required to make monthly principal payments of $150,000 under the Texas
Facility until amended. Accordingly, we have included $1.8 million in the current portion
of long-term debt on the balance sheet.

We also have a revolving credit
facility with Barclays Bank, Plc (the "Barclays Facility"). Under the Barclays Facility,
we had $12.2 million outstanding at September 30, 2003. Barclays previously advised us
that it intended to withdraw from the reserve-based lending business and that an absent assumption
by third-party lender, we will not be allowed to borrow any additional funds under
the Barclays Facility. As a result of this change in direction and the existence of
various technical defaults under the Barclays Facility, in 2003 we entered into various
waiver agreements with Barclays.  Pursuant to the terms of the curent Amendment Agreement
to the Barclays Facility, we are required to make monthly principal payments through August 2004
equal to the available net cash flow after expenses of our international operations.  We are
 also required to make fee payments monthly in the amount of $25,000 out of international cash flow pursuant
 to the terms of the Management and Work Fee Letter dated May 19, 2003.  Pursuant to the terms of the current
Amendment Agreement, Barclays will conduct a borrowing base review in January 2004. If at that borrowing base
 review, the ratio of relevant net present value to total indebtedness is less than 1.5;1, it will be an event of
default under the Barclays Facility.

14

Pursuant to the terms of the waiver
agreements previously entered into in 2003, we have issued to Barclays warrants that are currently exercisable to
purchase an aggregate of 400,000 shares of our common stock at an exercise price of $3.50
per share and issued an additional warrant that is exercisable after April 13, 2004
to purchase 100,000 shares of our common stock at an exercise price of $3.52 per share.
 These warrants have certain registration rights. Under the terms of the Warrant Buyback
Letter dated May 19, 2003, Toreador is required to buy the 500,000 outstanding
warrants back from Barclays for the sum of $100,000. The buyback is predicated on the
final settlement of all obligations relating to the Barclays Facility. Per the terms of
the Settlement Fee Letter dated May 19, 2003, we have also agreed to make a final
settlement payment of $925,000, less the sum of all payments made to Barclays for interim
fees before the final settlement that will be due at the time we extinguish the Barclays
Facility. We have also agreed, among other items, to apply certain amounts that may be
received by Toreador for the Turkish registered capital repatriation to the repayment of
the Barclays Facility.  During the first nine months of 2003, we used $2.4 million of our
available cash flow to reduce the amounts outstanding under the Barclays Facility.

We have diligently explored and are continuing to explore
alternatives to refinance all or part of our existing capital structure, including the
Barclays Facility. We are evaluating a number of alternatives to provide funds necessary
for the extinguishment of the Barclays Facility, including a structured financing or
bridge financing to be provided by a third party, a possible sale of additional equity or
debt, and a potential sale of a portion of our U.S. or French assets.  Our intent is that the
 Barclays Facility will be extinguished in less than twelve months.  Accordingly, we have included the entire balance owed
to Barclays, $12.2 million, in the current portion of long-term debt on the balance sheet.
 However, no assurance can be given that any of these alternatives will be available as a means of discharging the Barclays Facility and
providing additional working capital.

Toreador had 160,000 shares of
nonvoting Series A Convertible Preferred Stock outstanding at September 30, 2003. 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.

In November 2002 we issued 37,000
shares of nonvoting Series A-1 Convertible Preferred Stock. An additional 40,000 shares
were issued in the third quarter of 2003 along with 34,000 shares in October 2003. The
34,000 shares issued in October 2003 were issued to William I. Lee, a Toreador director,
and Wilco Properties, Inc., an entity controlled by Mr. Lee.  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 an aggregate of 693,750
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.

15

We anticipate that our 2003 capital
expenditures budget, excluding any acquisitions we may make, will be approximately $5.0
million. Capital expenditures through September 30, 2003 were $4.3 million. We intend to
fund our capital expenditures budget from operating cash flow. We will continue to spend
most of our 2003 capital budget on prospects in our inventory as a result of the
acquisition of Madison (the "Merger"). We will limit our activity in France to remedial
work on our existing properties. In Turkey, we anticipate exploration work will continue
on several projects.

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, including the Texas
Facility 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. In addition, under the terms of the Texas Facility we are prohibited from paying
dividends over $100,000 without prior consent from Bank of Texas, National Association
(other than dividends payable in shares of common stock). 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 $346,626 and $270,000 were paid for the nine-month
periods ended September 30, 2003 and 2002, respectively. The first 37,000 shares of the
Series A-1 Convertible Preferred Stock were issued on November 1, 2002, and an additional
40,000 and 34,000 shares of the Series A-1 Convertible Preferred Stock were issued in the
third quarter 2003 and October 2003, respectively.  Future dividends will be paid in cash
at the rate of $152,438 per full calendar quarter. We are prohibited from paying
dividends over $100,000 without the consent of the Bank of Texas, National Association.
 Thus, approval will be required prior to the payment of the above-mentioned dividends.

We believe that sufficient funds
will be available from operating cash flow to meet anticipated capital requirements for
fiscal 2003. The following table sets forth our contractual obligations in thousands at September 30,
2003 for the periods shown:

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

CRITICAL ACCOUNTING
POLICIES

Other than the adoption of Statement
143 discussed in Note 3 in the Notes to Consolidated Financial Statements included in this
filing, we did not have any changes in our critical accounting policies or in our
significant accounting estimates during the three months ended September 30, 2003. Please
see our Annual Report on Form 10-K for the year ended December 31, 2002, for a detailed
discussion of our critical accounting policies.

16

RESULTS OF OPERATIONS

COMPARISON OF THE THREE
MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

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

|              | Three Months Ended
September 30, |     |  | Three Months Ended
September 30,
|------------- | -------------------------------- | --- |  | --------------------------------
|
|Production    |                                  |     |  |                                 
|Oil (MBbls):  |                                  |     |  |                                 
|United States |                                  | 46  |  | 56                              
|France        |                                  | 96  |  | 100                             
|Turkey        |                                  | 25  |  | 30                              
|              |                                  |     |  |                                 
|Total         |                                  | 167 |  | 186                             
|              |                                  |     |  |                                 
|              |                                  |     |  |                                 
|Gas (MMcf):   |                                  |     |  |                                 
|United States |                                  | 352 |  | 472                             
|France        |                                  | --  |  | --                              
|Turkey        |                                  | --  |  | --                              
|              |                                  |     |  |                                 
|Total         |                                  | 352 |  | 472                             
|              |                                  |     |  |                                 
|              |                                  |     |  |                                 
|MBOE:         |                                  |     |  |                                 
|United States |                                  | 105 |  | 135                             
|France        |                                  | 96  |  | 100                             
|Turkey        |                                  | 25  |  | 30                              
|              |                                  |     |  |                                 
|Total         |                                  | 226 |  | 265                             
|              |                                  |     |  |                                 

REVENUES

Oil and gas sales.Third-quarter 2003 oil and gas sales of $6.3 million rose 8%, or $479,000, compared
with oil and gas sales of $5.8 million for the third quarter of 2002. Higher oil and gas
prices accounted for the increase. The decline in production was due to the temporary loss
of producing wells in which we have interests, as well as property sales during the last
six months of 2002. Revenues from the sold properties were included in oil and gas sales
for the third quarter of 2002. The production decrease was offset by higher oil and gas
prices. The average realized gas price in the third quarter of 2003 was $4.68 per thousand
cubic feet (Mcf) versus $2.66 per Mcf in the third quarter of 2002. The average realized
oil price for the third quarter of 2003 was $27.17 per barrel versus $24.04 per barrel for
the year-ago period.

Gain (loss) on commodity
derivatives. We utilize commodity derivative instruments as part of our risk
management program. 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 (i) reduce the effect of the price fluctuations of the
commodities we produce and sell; (ii) support our annual capital budgeting and expenditure
plans; (iii) protect the amounts required for servicing outstanding debt; and (iv)
maximize the funds available under our existing 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. The counterparty of our French
transactions is Barclays Capital. During the third quarter of 2003, we had an unrealized
gain of approximately $888,000 related to hedging activity, as well as realized losses of
approximately $244,000. During the third quarter of 2002, we had an unrealized loss of
$304,000 and a realized loss of $824,000. 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. Any losses incurred on derivatives are offset by higher actual oil and gas sales
revenues due to increased prices for the products. See Note 5 in the Notes to Consolidated
Financial Statements included in this filing for more details.

17

Lease bonuses and rentals.
Third-quarter 2003 lease bonuses and rentals were $99,000, declining $21,000 from
third-quarter 2002 lease bonuses and rentals of $120,000. The decrease was due to reduced
leasing activity on the minerals we own.

EXPENSES

Lease operating. Lease
operating expenses increased $585,000, or 32%, due to workover expenses in France along
with an adjustment made to reclassify Turkish production taxes as lease operating expense
rather then a deduction from oil and gas sales.

Exploration and acquisition.
Exploration and acquisition expenses for the third quarter of 2003 were $413,000, 57%
higher than exploration and acquisition expenses of $263,000 in the third quarter of 2002
due to increased evaluation activity on our prospects in Turkey.

Depreciation, depletion and
amortization. Third-quarter 2003 depreciation, depletion and amortization expenses
decreased $432,000, or 30%, from the third quarter of 2002 due to the sale of U.S.
properties in the last six months of 2002 along with a lower unit of production rate than
that used in 2002.

General and administrative.
General and administrative expenses decreased $560,000, or 32%, for the third quarter of
2003 compared with the third quarter of 2002. A large portion of the general and
administrative expense costs in the third quarter of 2002 was attributable to the Madison
Merger. Overall general and administrative costs were lower on a quarterly comparative
basis due to a reduction in overhead. One of managements primary objectives is to
continue to reduce expenses.

OTHER INCOME AND EXPENSE

Other income and expense resulted in
a net charge to expense of $326,000 for the third quarter of 2003 versus a net charge to
expense of $1.5 million for the third quarter of 2002. Net expense decreased $1.2 million
primarily due to a gain on property sales of $70,000 in the third quarter of 2003 versus a
loss of $1.1 million from the sale of properties in the same period of 2002.

NET INCOME (LOSS)
AVAILABLE TO COMMON SHARES

For the third quarter of 2003, we
reported net income before taxes of $1.7 million, compared with a net loss before taxes of
$2.0 million for the same period of 2002. Third-quarter 2003 income applicable to common
shares was $946,000 versus a loss applicable to common shares of $1.3 million in the third
quarter of 2002.

OTHER COMPREHENSIVE INCOME

This item should be read in
conjunction with Note 2 in the Notes to Consolidated Financial Statements included in this
filing.

The most significant element of
comprehensive income, other than net income (loss), is foreign currency translation. The
functional currency of our operations in France is the Euro, and in Turkey the functional
currency is the Turkish Lira. The exchange rates used to translate the financial position
of those operations at September 30, 2003, were approximately US$1.151 per Euro and
US$0.73 per million Turkish Lira. The Euro rate at June 30, 2003, was US$1.144 per Euro
and US$0.71 per million Turkish Lira. These fluctuations caused an unrealized gain of
$360,000 for the third quarter of 2003 versus an unrealized loss of $657,000 for the same
period of 2002.

18

COMPARISON OF THE NINE
MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

|              | Nine Months Ended
September 30, |       |  | Nine Months Ended
September 30,
|------------- | ------------------------------- | ----- |  | -------------------------------
|
|Production    |                                 |       |  |                                
|Oil (MBbls):  |                                 |       |  |                                
|United States |                                 | 142   |  | 191                            
|France        |                                 | 284   |  | 316                            
|Turkey        |                                 | 83    |  | 82                             
|              |                                 |       |  |                                
|Total         |                                 | 509   |  | 589                            
|              |                                 |       |  |                                
|              |                                 |       |  |                                
|Gas (MMcf):   |                                 |       |  |                                
|United States |                                 | 1,202 |  | 1,437                          
|France        |                                 | --    |  | --                             
|Turkey        |                                 | --    |  | --                             
|              |                                 |       |  |                                
|Total         |                                 | 1,202 |  | 1,437                          
|              |                                 |       |  |                                
|              |                                 |       |  |                                
|MBOE:         |                                 |       |  |                                
|United States |                                 | 342   |  | 430                            
|France        |                                 | 284   |  | 316                            
|Turkey        |                                 | 83    |  | 82                             
|              |                                 |       |  |                                
|Total         |                                 | 709   |  | 828                            
|              |                                 |       |  |                                

REVENUES

Oil and gas sales.Oil and gas
sales for the nine months ended September 30, 2003, rose 13%, or $2.3 million, compared
with the same period of 2002. The increase was due to higher oil and gas prices. For the
nine months ended September 30, 2003, oil and gas sales were $19.7 million versus $17.4
million for the same period of 2002. The average realized oil prices for the first nine
months of 2003 was $26.35 per barrel compared with $21.88 per barrel for the year-earlier
period. The average realized gas price for the first nine months of 2003 was $5.01 per Mcf
versus $2.89 per Mcf for the first nine months of 2002. For the nine-month 2003 period,
overall production declined, the result of the temporary loss of producing wells in which
we have interests, natural decline and property sales during the last six months of 2002.
Revenues from the sold properties were included in oil and gas sales for the first nine
months of 2002.

Gain (loss) on commodity
derivatives. We utilize commodity derivative instruments as part of our risk
management program. 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 (i) reduce the effect of price fluctuations of the commodities we
produce and sell; (ii) support our annual capital budgeting and expenditure plans; (iii)
protect the amounts required for servicing outstanding debt; and (iv) maximize funds
available under our existing 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. The counterparty of our French transactions is Barclays
Capital. During the first nine months of 2003, we had an unrealized loss of approximately
$16,000 related to hedging activity, as well as realized losses of approximately $1.5
million. During the first nine months of 2002, we had an unrealized loss of $2.4 million
and a realized loss of $1.2 million. 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. Any losses incurred on derivatives are offset by higher actual oil and gas sales
revenues due to increased prices for the products. See Note 5 in the Notes to Consolidated
Financial Statements included in this filing for more details.

19

Lease bonuses and rentals.
Nine-month 2003 lease bonuses and rentals were $303,000, declining $318,000 from
nine-month 2002 lease bonuses and rentals of $621,000. The decrease was due to a decline
in leasing activity on the minerals we own.

EXPENSES

Lease operating. For the first
nine months of 2003, lease operating expenses increased $282,000, or 5%, compared with the
same period in 2002 due to increased workover costs in France.

Exploration and acquisition.
Exploration and acquisition expenses for the first nine months of 2003 rose $100,000 to
$812,000 from $712,000 for the first nine months of 2002. The increase was due to greater
activity in Turkey and Romania.

Depreciation, depletion and
amortization. Depreciation, depletion and amortization expenses for the first nine
months of 2003 decreased $1.7 million, or 36%, compared with the year-ago period due to
the sale of U.S. properties in the last six months of 2002 along with a lower unit of
production rate than that used in 2002.

Reduction in force. In June
2003, Toreador reduced its staff by two engineers, one geologist and one part-time
employee. Total severance expense was $466,000.

General and administrative.
General and administrative expenses decreased $1.1 million, or 21%, for the nine months
ended September 30, 2003, compared with the nine months ended September 30, 2002. A large
portion of the general and administrative costs in 2002 was attributable to the Madison
Merger. During the first nine months of 2003, legal fees decreased $299,000, professional
fees decreased $288,000, and shareholder relations costs decreased $109,000. Salaries
declined $368,000 for the first nine months of 2003 versus the first nine months of 2002
due to a reduction in overhead. Management considers further reduction of general and
administrative costs to be a high priority.

OTHER INCOME AND EXPENSE

Other income and expense resulted in
a net charge to expense of $289,000 for the first nine months of 2003 versus a net charge
to expense of $3.5 million for the year-ago period. Net expense decreased $3.2 million
primarily due to a gain on property sales of $138,000 for the first nine months of 2003,
compared with a $2.1 million loss for the year-earlier period. The remainder of the
decrease resulted from foreign currency transaction gains on Barclays Facility payments in
U.S. dollars while the Euro increased in value during the period.

20

NET INCOME (LOSS)
AVAILABLE TO COMMON SHARES

For the nine months ended September
30, 2003, net income before taxes was $3.9 million, compared with a net loss before taxes
of $5.4 million for the same period of 2002. For the first nine months of 2003, income
applicable to common shares was $2.1 million versus a loss applicable to common shares of
$3.8 million for the same period of 2002.

OTHER COMPREHENSIVE INCOME

This item should be read in
conjunction with Note 2 in the Notes to Consolidated Financial Statements included in this
filing.

The most significant element of
comprehensive income, other than net income (loss), is foreign currency translation. The
functional currency of our operations in France is the Euro, and in Turkey the functional
currency is the Turkish Lira. The exchange rates used to translate the financial position
of those operations at September 30, 2003, were approximately US$1.151 per Euro and
US$0.73 per million Turkish Lira. The Euro rate at December 31, 2002, was US$1.0483 per
Euro and US$0.62 per million Turkish Lira. These fluctuations resulted in an unrealized
gain of $1.1 million for the nine months ended September 30, 2003, versus an unrealized
loss of $183,000 for the same period of 2002.

# 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, 2002.

# 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 required 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 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 likely to materially affect, our internal control over financial
reporting.

21

# PART II. OTHER
INFORMATION

# ITEM 1  LEGAL
PROCEEDINGS

There have been no material changes
to the information reported under Part II. Other Information, Item 1  Legal
Proceedings since our Quarterly Report on Form 10-Q for the quarter ended June 30, 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 July 1, 2003, pursuant to
Regulation D promulgated under the Securities Act of 1933, as amended, we have issued the
following equity securities that were not registered under the Securities Act of 1933, as
amended.

On July 26, August 13 and October 20,
2003, 20,000, 20,000 and 34,000 shares of Series A-1 Convertible Preferred Stock were
issued for an aggregate of $1,850,000, to James R. Anderson, Karen Anderson and William I.
Lee/Wilco Properties, Inc., respectively. 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 of the 74,000 shares of Series A-1 Convertible Preferred Stock
would amount to 462,500 Toreador common shares). The $4.00 conversion price was higher
than the market price of our common stock at the time of issuances. 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. In connection with the securities purchase agreements, the parties
entered into registration rights agreements pursuant to which the holder has the right to
register for resale the common stock issuable upon conversion of the Series A-1
Convertible Preferred Stock if we register certain of our securities.

The terms of our Series A Convertible
Preferred Stock and our Series A-1 Convertible Preferred Stock prohibit us from paying
dividends on our common stock without the approval of the holders of a majority of the
then outstanding shares of Series A Convertible Preferred Stock and the Series A-1
Convertible Preferred Stock.

# ITEM 3  DEFAULTS UPON SENIOR
 SECURITIES  None.

# ITEM 4  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS  None.

# ITEM 5  OTHER
INFORMATION  None.

22

# ITEM 6  EXHIBITS
AND REPORTS ON FORM 8-K

|(a) | The
following exhibits are included herein:
|--- | -------------------------------------------

| | 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).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

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

| | 4.9* |     Registration
Rights Agreement dated October 20, 2003, between Toreador Resources Corporation,
                                         William I. Lee and Wilco Properties, Inc.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.1 |      Waiver
Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.),
Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison
Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources
Corporation and Barclays Bank PLC dated August 1, 2003 (previously filed as Exhibit 10.4
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).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2* |     Amendment Agreement between Madison Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison
Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated November 19, 2003.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3 |      Securities
Purchase Agreement by and between Toreador Resources Corporation and James R. Anderson
dated July 26, 2003 (previously filed as Exhibit 10.8 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).
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

| | 10.4* |     Securities
Purchase Agreement by and between Toreador Resources Corporation and Karen Anderson dated
August 13, 2003.
| | ----- | --------------------------------------------------------------------------------------------------------------------------

| | 10.5* | Securities
Purchase Agreement by and between Toreador Resources Corporation, William I. Lee and
Wilco Properties, Inc. dated October 20, 2003.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6* |     First
Amendment to Warrant No. 025 dated August 14, 2003, issued by Toreador Resources
                                         Corporation in favor of Barclays Bank PLC.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | (b) | Reports
on Form 8-K:On September 26, 2003, we filed a Form 8-K relating to the changing of accountants from Ernst
& Young, LLP to Hein + Associates LLP. On October 8, 2003, we filed an amendment to
that Form 8-K providing additional information regarding the change.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

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        
|----------------- |  | -------------------------------------------------
|                  |  |                                                  
|November 19, 2003 |  | /s/ G. Thomas Graves III                         
|                  |  | G. Thomas Graves III                             
|                  |  | President and Chief Executive Officer            
|                  |  |                                                  
|November 19, 2003 |  | /s/ Douglas W. Weir                              
|                  |  | Douglas W. Weir                                  
|                  |  | Senior Vice President and Chief Financial Officer

25

EXHIBITS INDEX

``

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

|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).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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).
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

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

|4.9* |  |     
       Registration Rights Agreement dated October 20, 2003, between Toreador Resources
Corporation, William I.                            Lee and Wilco Properties, Inc.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.1 |  |     
       Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison                            Oil Company Europe, Madison Oil France S.A.,
Madison Oil Company, Madison Petroleum Inc., Madison (Turkey)
                           Inc., Madison Oil Turkey Inc. and Toreador Resources
Corporation and Barclays Bank PLC dated August 1, 2003
                           (previously filed as Exhibit 10.4 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).
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.2* |  |     
       Amendment Agreement between Madison Energy France S.C.S. (formerly Madison/Chart Energy
S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey)
                           Inc., Madison Oil Turkey Inc. and Toreador Resources
Corporation and Barclays Bank PLC dated November 19, 2003.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.3 |  |      Securities
Purchase Agreement by and between Toreador Resources Corporation and James R. Anderson
dated July 26, 2003 (previously filed as Exhibit 10.8 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).
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4* |  |      Securities
Purchase Agreement by and between Toreador Resources Corporation and Karen Anderson dated
August 13, 2003.
|----- |  | ---------------------------------------------------------------------------------------------------------------------------

|10.5* |  |     
       Securities Purchase Agreement by and between Toreador Resources Corporation,
William I. Lee and                            Wilco Properties, Inc. dated October 20,
2003.
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.6* |  |     
       First Amendment to Warrant No. 025 dated August 14, 2003, issued by Toreador
Resources Corporation                            in favor of Barclays Bank PLC.
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

27

|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.

28