<PAGE>   1
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                                FORM 10-Q

     /X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 for the Quarterly Period ended September 30,
          1996, 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 000-20849

                        RUTHERFORD-MORAN OIL CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                    76-0499690
     ----------------------------------        -------------------------------
       (State or other jurisdiction                       (I.R.S. Employer
      incorporation of organization)                     Identification No.)

                5 Greenway Plaza, Suite 220, Houston, Texas 77046
              (Address of principal executive offices and zip code)

                                 (713) 622-5555
              (Registrant's telephone number, including area code)

                                 Not Applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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
                                                              ---     ---

     As of November 6, 1996, there were 25,600,000 shares of common stock,
     $.01 par value, of the registrant outstanding.


<PAGE>   2



      PART 1. FINANCIAL INFORMATION
      ITEM 1. FINANCIAL STATEMENTS - UNAUDITED


                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                             December 31,  September 30,
                                                                                 1995           1996
                                                                             -----------    ---------
                                                                           (Predecessors)   (Company)
        <S>                                                                <C>              <C>      
               ASSETS                                                                 (Unaudited)
         Current assets:
           Cash and cash equivalents                                           $   9,831          732
           Value added tax refund receivable                                         631        2,175
           Advances to operator                                                    1,002        2,133
           Other                                                                      35           24
                                                                               ---------     --------
               Total current assets                                               11,499        5,064

         Oil and gas properties, at cost
           (full cost method)                                                     55,951      101,163
         Office furniture and fixtures                                                58          194
         Accumulated depreciation                                                     (7)         (27)
                                                                               ---------     --------
               Net property, plant and equipment                                  56,002      101,330

         Deferred costs (net of accumulated amortization of
           $231 and $-0- at December 31, 1995 and
           September 30, 1996, respectively)                                         168        2,689
                                                                               ---------     --------
                                                                               $  67,669      109,083
                                                                               ---------     --------
                                                                               ---------     --------

                   LIABILITIES AND STOCKHOLDERS' EQUITY

         Current liabilities:
           Accounts payable and accrued liabilities                            $     370          389
           Loans from stockholders                                                 8,490            -
           Notes payable to a bank                                                34,385            -
           Due to operator                                                           977        2,301
           Accrued interest on loans from predecessor stockholders                   178            -
                                                                               ---------     --------
               Total current liabilities                                          44,400        2,690

         Note payable to bank                                                          -        2,000
         Deferred taxes                                                                -        1,769
         Premium on written option                                                     -        1,000

         Stockholders' equity:
           Predecessor capital                                                    24,682            -
           Preferred stock, $0.01 par value, 10,000,000 shares
            authorized, no shares issued and outstanding                               -            -
           Common stock, $0.01 par value, 40,000,000 shares authorized,
            25,600,000 shares issued and outstanding at September 30, 1996             -          256
           Additional paid-in capital                                                  -      103,203
           Deficit accumulated during the development stage                       (1,413)        (711)
           Unearned compensation                                                       -       (1,124)
                                                                               ---------     --------
               Total stockholders' equity                                         23,269      101,624

         Commitments and contingencies
                                                                               ---------     --------
                                                                               $  67,669      109,083
                                                                               ---------     --------
                                                                               ---------     --------

</TABLE>
                  See accompanying notes to unaudited condensed
                       consolidated financial statements.

                                        1

<PAGE>   3






                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
<TABLE>
<CAPTION>
                                                     Three           Three        September 21,
                                                     months          months       1990 (date of
                                                     ended           ended        inception) to
                                                 September 30,    September 30,   September 30,
                                                      1995           1996             1996
                                                --------------  --------------   -----------
                                                 (Predecessors)     (Company)
<S>                                             <C>              <C>             <C>
         Interest income                           $        -       $     138     $      324

         Expenses:
           Interest expense                                24             241          1,199
           Depreciation expense                             2              16             27
           Salaries and wages                              30             150            620
           General and administrative                      33             552          1,442
                                                   ----------      ----------     ----------
             Total expenses                                89             959          3,288
                                                   ----------      ----------     ----------
             Net loss before taxes                        (89)           (821)        (2,964)
                                                   ----------      ----------     ----------
         Tax Expense (Benefit)                              -            (152)         1,769
                                                   ----------      ----------     ----------
             Net loss                              $      (89)      $    (669)    $   (4,733)
                                                   ----------      ----------     ----------
                                                   ----------      ----------     ----------
             Net loss per share                    $        -       $   (0.03)    $    (0.22)
                                                   ----------      ----------     ----------
                                                   ----------      ----------     ----------
         Weighted average number of
          shares outstanding                       21,000,000      25,495,652     21,209,723
                                                   ----------     ----------      ----------
                                                   ----------     -----------     ----------
</TABLE>
     See accompanying notes to unaudited consolidated financial statements.

                                        2


<PAGE>   4




                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)
<TABLE>
<CAPTION>
                                                     Nine                                       September 21,
                                                     months        January 1,       June 18,    1990 (date of
                                                     ended          through         through     inception) to
                                                  September 30,     June 17,     September 30,  September 30,
                                                      1995           1996             1996           1996
                                                 -------------- --------------  -------------  -------------
                                                 (Predecessors)  (Predecessors)    (Company)
<S>                                               <C>             <C>            <C>            <C>
         Interest income                           $        2       $       -     $      158     $      324

         Expenses:
           Interest expense                                99             395            248          1,199
           Depreciation expense                             4               4             16             27
           Salaries and wages                              72             108            165            620
           General and administrative                     104             180            592          1,442
                                                   ----------      ----------     ----------     ----------
             Total expenses                               279             687          1,021          3,288
                                                   ----------      ----------     ----------     ----------
             Net loss before taxes                       (277)           (687)          (863)        (2,964)
                                                   ----------      ----------     ----------     ----------
         Tax Expense (Benefit)                              -           1,921           (152)         1,769
                                                   ----------      ----------     ----------     ----------
             Net loss                              $     (277)      $  (2,608)    $     (711)    $   (4,733)
                                                   ----------      ----------     ----------     ----------
                                                   ----------      ----------     ----------     ----------
             Net loss per share                    $    (0.01)      $   (0.12)    $    (0.03)    $   (0.22)
                                                   ----------      ----------     ----------     ----------
                                                   ----------      ----------     ----------     ----------
         Weighted average number of
          shares outstanding                       21,000,000      21,000,000     25,438,462     21,209,723
                                                   ----------      ----------     -----------    ----------
                                                   ----------      ----------     -----------    ----------
</TABLE>

                  See accompanying notes to unaudited condensed
                       consolidated financial statements.

                                        3


<PAGE>   5




                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  (IN THOUSANDS, EXCEPT FOR SHARE INFORMATION)

<TABLE>
<CAPTION>
                                                                                           Deficit
                                                          Common stock                   accumulated
                                                     --------------------    Additional   during the                   Total
                                        Predecessor     Shares                paid-in    development  Unearned     stockholders'
                                          capital     outstanding    Amount    capital      stage    Compensation      equity
                                        -----------  -----------   --------   --------     -------    ----------     ---------
<S>                                     <C>          <C>           <C>      <C>            <C>        <C>            <C>  
  Balance at December 31, 1994            $ 16,385            -     $  -    $      -       $  (901)   $      -        $15,484

  Capital contributions                      8,297            -        -           -             -           -          8,297

  Net loss                                       -            -        -           -          (512)          -           (512)
                                        -----------  -----------   --------   --------     -------    ----------     --------
  Balance at December 31, 1995              24,682            -        -                    (1,413)          -         23,269

  Net loss from January 1, 1996 to
   June 17, 1996                                 -            -        -           -        (2,608)          -         (2,608)

  Transfer of interests and issuance of
   common stock in initial public offering (24,682)   25,000,000       250     104,680       4,021           -         84,269

  Redemption of Rutherford-Moran
   Exploration Company stock by
   majority shareholders                         -            -        -       (12,360)          -           -        (12,360)

  Exercise of call option on Thai Romo
   Limited stock                                 -            -        -        (3,130)          -           -         (3,130)

  Issuance of common stock for initial
   public offering over-allotment                -       600,000          6      12,828          -           -         12,834

  Grant of restricted stock awards               -            -        -          1,185          -      (1,185)             -

  Amortization of restricted stock awards        -            -        -           -             -          61             61

  Net loss from June 18, 1996 to
   September 30, 1996                            -            -        -           -          (711)          -           (711)
                                          ----------  -----------   --------   --------     -------   ---------      --------

  Balance at September 30, 1996           $      -    25,600,000     $ 256    $ 103,203     $ (711)     (1,124)      $101,624
                                          ----------  -----------   --------   --------     -------   ---------      --------
                                          ----------  -----------   --------   --------     -------   ---------       --------
</TABLE>
                  See accompanying notes to unaudited condensed
                       consolidated financial statements.

                                        4
<PAGE>   6







                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                            September 21,
                                                           Nine months       January 1,         June 18,    1990 (date of
                                                              ended           through           through     inception) to
                                                           September 30,      June 17,       September 30,  September 30,
                                                               1995             1996              1996           1996
                                                          --------------   ------------     ------------   ------------
                                                          (Predecessors)   (Predecessors)      (Company)
<S>                                                        <C>              <C>              <C>            <C>
 Cash flows from operating activities:
  Net loss                                                  $   (277)          (2,608)            (711)         (4,733)
  Adjustments to reconcile net loss to cash
   used in operating activities:
    Depreciation and amortization                                  4                4               16              27
    Amortization of deferred financing costs                       -                -              168             168
    Amortization of unearned compensation                          -                -               61              61
    Deferred income taxes                                                       1,921             (152)          1,769
    Changes in working capital                                    11            5,605           (7,104)         (1,642)
                                                            --------          -------          --------        -------
       Cash provided by (used in) operating activities          (262)           4,922           (7,722)         (4,350)
                                                            --------          -------          --------        -------
 Cash flows from investing activities:
  Investment in oil and gas properties                       (18,465)         (30,377)         (14,835)       (100,931)
  Other capital expenditures                                      (8)             (38)             (98)           (194)
                                                            --------          -------          -------         -------
       Cash used in investing activities                     (18,473)         (30,415)         (14,933)       (101,125)
                                                            --------          -------          --------        -------
 Cash flows from financing activities:
  Deferred financing costs                                         -                -           (1,689)         (1,689)
  Exercise of call option on Thai Romo Limited stock               -                -           (3,130)         (3,130)
  Capital contributions                                          529                -                -          26,488
  Proceeds from initial public offering                            -                -           97,103          97,103
  Redemption of Rutherford-Moran Exploration
   Company stock by majority stockholders                          -                -          (12,360)        (12,360)
  Proceeds from loans from shareholders                          737           15,654                -          24,993
  Payments on loans from shareholders                              -                -          (24,144)        (24,993)
  Capital distributions                                            -                -                -          (2,205)
  Borrowings under bank notes                                 17,101           29,164            2,000          65,549
  Repayments of bank notes                                         -          (13,885)         (49,664)        (63,549)
                                                            --------          -------         --------         -------
       Cash provided by financing activities                  18,367           30,933            8,116         106,207
                                                            --------          -------         --------         -------
       Net increase (decrease) in cash                          (368)           5,440          (14,539)            732
 Cash and cash equivalents, beginning of period                  424            9,831           15,271              -
                                                            --------          -------         --------        -------
 Cash and cash equivalents, end of period                    $    56           15,271              732             732
                                                            --------          -------         --------        -------
                                                            --------          -------         --------        -------
 Supplemental disclosures of cash flow information- 
  cash paid during the period for interest                   $     -              767               56           1,296
                                                            --------          -------         --------         -------
                                                            --------          -------         --------         -------
 Supplemental disclosures of noncash investing and financing activities:
   Issuance of partnership interest in Thai Romo
    Limited for loan acquisition costs                       $    --               --               --             400
                                                            --------          -------         --------          ------
                                                            --------          -------         --------          ------
   Capitalization of amortized loan acquisition costs        $    --              168               --             400
                                                            --------          -------         --------          ------
                                                            --------          -------         --------          ------
   Interests in Thai Romo Limited and Rutherford
    Moran Exploration Company contributed for
    common stock                                             $    --           24,682               --          24,682
                                                            --------          -------         --------          ------
                                                            --------          -------         --------          ------
   Predecessor retained earnings reclassified
    to additional paid-in capital                            $    --               --            4,021           4,021
                                                            --------          -------         --------          ------
                                                            --------          -------         --------          ------
   Premium deferred and premium on written option            $    --              557              443           1,000
                                                            --------          -------         --------          ------
                                                            --------          -------         --------          ------
</TABLE>
                  See accompanying notes to unaudited condensed
                       consolidated financial statements.

                                               5

<PAGE>   7






                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         (1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
              The accompanying unaudited consolidated financial statements
              include, in the opinion of management, all adjustments necessary
              to present fairly the consolidated financial position of
              Rutherford-Moran Oil Corporation (RMOC or the Company) at
              September 30, 1996 and its results of operations and cash flows
              for the three and nine months ended September 30, 1995 and 1996.
              The financial statements should be read in conjunction with the
              historical combined financial statements and notes to the combined
              historical financial statements of Rutherford-Moran Exploration
              Company (RMEC) and Thai Romo Limited (Thai Romo) as of and for the
              year ended December 31, 1995.


         (2)  PRINCIPLES OF PRESENTATION
              In April 1996, Rutherford/Moran Oil Corporation changed its name
              to RMEC. Effective June 17, 1996 the stockholders of RMEC and the
              partners of Thai Romo exchanged their interests for shares of
              common stock of a newly formed entity, RMOC. RMOC is the parent
              company of RMEC and Thai Romo Holdings, Inc. RMEC and Thai Romo
              Holdings, Inc. collectively own the outstanding shares of Thai
              Romo Limited. During June 1996, RMOC sold 16% of its common stock
              in an initial public offering (the Offering) in conjunction with
              the consummation of the exchange of RMEC common stock and Thai
              Romo interests for common stock of RMOC. In conjunction with the
              Offering, RMEC redeemed for $12.4 million approximately 56,000
              shares of its common stock from Patrick R. Rutherford and John A.
              Moran, majority stockholders of RMEC (the Redemption), exercised
              RMEC's Call Option on 3% of the partners' interest in Thai Romo
              held by Red Oak Holdings, Inc. for $3.1 million and repaid
              outstanding debt owed stockholders and banks of $62 million. On
              June 18, 1996 the stockholder's equity accounts were adjusted to
              reflect the deficit accumulated during the development stage to
              additional paid-in capital upon RMEC and Thai Romo becoming
              subject to federal income taxes. During July 1996, an additional
              2.4% of RMOC's common stock was sold when the underwriters
              exercised their over-allotment option.

              The consolidated financial statements for the period from June 18,
              1996 to September 30, 1996 include the accounts of RMOC and its
              wholly owned subsidiaries, RMEC and Thai Romo Holdings, Inc. All
              material intercompany accounts and transactions have been
              eliminated in the consolidation.

              The financial statements for the nine months ended September 30, 
              1995, and the period from January 1, 1996 to June 17, 1996 
              include the accounts of RMEC and Thai Romo (combined). All 
              material intercompany accounts and transactions have been  
              eliminated in the combination. The combined financial statements 
              are presented due to the commonality of the stockholders and 
              partners of RMEC and Thai Romo.

                                                                    (Continued)

                                        6

<PAGE>   8






                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

              The Company's planned principal operations have commenced, but
              there has been no revenue; therefore, the Company is considered a
              development stage company.

         (3)  ORGANIZATION
              RMEC was formed on September 21, 1990 (date of inception) for the
              purpose of holding an interest in an oil and gas concession in
              Thailand through Thai Romo. RMEC paid all of the expenses of the
              concession on behalf of Thai Romo through November 4, 1993.

              Effective September 24, 1990, the stockholders of RMEC elected to
              have it treated as an S Corporation under the Internal Revenue
              Code of 1986, as amended. As such, RMEC did not incur federal
              income taxes at the corporate level prior to June 18, 1996, and
              its taxable income or loss was passed through to its stockholders
              based on their interests. In the event of an examination of RMEC's
              tax return, the income tax liability of its stockholders prior to
              June 18, 1996 could be changed if an adjustment to taxable income
              or loss is sustained by the taxing authorities.

              In June 1991, Thai Romo Limited was organized as a foreign
              corporation under the laws of the Kingdom of Thailand for the
              purpose of holding an interest in an oil and gas concession. In
              August 1991, Thai Romo, with two other companies, was awarded a
              petroleum concession (the Concession) to explore for petroleum
              from the Ministry of Industry of Thailand. A subsidiary of Pogo
              Producing Company is the operator of the Tantawan Field within the
              Concession and the remainder of the Concession is operated by
              Maersk Oil (Thailand) Ltd. In November 1993, Thai Romo amended its
              Articles of Association so that it will be treated as a
              partnership for U.S. income tax purposes. As such, Thai Romo was
              not subject to federal income taxes from November 1993 to June 17,
              1996. Income and losses earned by Thai Romo were passed through to
              the partners on the basis of their interest in Thai Romo.

              As RMEC and Thai Romo are now part of the Company's consolidated
              tax return, RMEC and Thai Romo recorded a deferred tax liability
              and expense of $1,921,000 for the difference between the book
              basis and tax basis of oil and gas properties on June 17, 1996.

         (4)  CREDIT FACILITY
              On September 20, 1996, the Company entered into a $150,000,000
            Revolving Credit Facility (the "Revolving Credit Facility") with a
            group of commercial lenders. The Revolving Credit Facility has a
            final maturity of September 30, 1999 and a borrowing base limitation
            at September 30, 1996 of $60,000,000.  The Revolving Credit 
            Facility is secured by the stock of  certain subsidiaries of 
            the Company.

                                                                   (Continued)
                                        7

<PAGE>   9





                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


              Under the terms of the Revolving Credit Facility, outstanding
              borrowings will bear interest at the Base Rate (defined as the
              greater of the Federal Funds Rate plus .5% or the agent 
              bank's prime rate) plus .25% or the Eurodollar Rate 
              (defined as an average of the London Interbank
              Offered Rate of two banks) plus 1.75%, at the Company's option.
              Interest is payable quarterly. The Company is also assessed a
              commitment fee equal to .5% per annum on the average daily balance
              of the unused borrowing base. The Revolving Credit Facility
              provides for semi-annual borrowing base redeterminations as well
              as certain restrictions, including limitations on additional
              indebtedness, payment of dividends and an interest coverage ratio.

              At September 30, 1996, $2,000,000 was outstanding under the Credit
              Facility at an interest rate of 7.25% per annum.

         (5)  CRUDE OIL HEDGING ACTIVITIES
              During the first quarter of 1996, the Company entered into crude
              oil price swaps with an affiliate of its lender. While the swaps
              are intended to reduce the Company's exposure to declines in the
              market price of crude oil, they may limit the Company's gain from
              increases in the market price. At September 30, 1996, the crude
              oil price swap agreements incorporated one million barrels (MMBbl)
              of oil volumes from April through December 1997 at a weighted
              average price of $15.92 per Bbl and 1.75 MMBbl of oil volumes from
              January through December 1998 at a weighted average price of
              $15.92 per Bbl. At October 31, 1996, the Company estimates the
              cost of liquidating this position to be approximately $7.0
              million.

              Also, the Company sold to an affiliate of the lender an option to
              purchase 1.25 MMBbl of aggregate oil volumes from January through
              December 1999 at a price of $18.30 per Bbl. The Company has
              accounted for the swap option separately as it does not qualify as
              a hedge. At September 30, 1996, the Company estimates the fair
              market value of this position to be $1 million and has recorded
              the amount as a liability on the Balance Sheet.

         (6) STOCKHOLDERS' EQUITY
            Common and Preferred Stock
            The Certificate of Incorporation of the Company authorizes the
            issuance of up to 40,000,000 shares of common stock and 10,000,000
            shares of preferred stock, the terms, preferences, rights and
            restrictions of which will be established by the Board of Directors
            of the Company. All shares of common stock have equal voting rights
            of one vote per share on all matters to be voted upon by
            stockholders. Cumulative voting for the election of directors is not
            permitted.

            On June 17, 1996, the Company sold 4,000,000 shares of its common
            stock in an initial public offering. During July 1996, the Company
            issued an additional 600,000 shares when the underwriters exercised
            their over- allotment option.

                                                                   (Continued)
                                        8


<PAGE>   10








                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




            Key Employee Stock Plan
            During 1996, the Company established its 1996 Key Employee Stock 
            Plan (the Stock Plan).  Under the Stock Plan, an aggregate of 
            500,000 shares will be available for the granting of either stock 
            options or restricted stock awards. The Compensation Committee of 
            the Board of Directors administers this plan.

            Stock options issued under the Stock Plan may not exceed a term of
            more than ten years and the stock option price may not be less than
            the fair market value of the shares at the time the option is
            granted. The options are exercisable six months after the date of
            grant. At September 30, 1996, a total of 105,750 stock options were
            granted under the Stock Plan, none of which are currently
            exercisable. The exercise price of all options granted to date is
            $23.


            The Compensation Committee may award shares of restricted stock to
            employees for no payment by the employee or for a payment below the
            fair market value on the date of grant. Issuance of the stock may be
            subject to certain restrictions, but in no case can the conditions
            continue for more than ten years from the date of the award. As the
            shares vest, each employee
              receiving such restricted stock has all of the rights of a
            stockholder, including without limitation, the right to vote such
            shares. At September 30, 1996, restricted stock awards for 51,338
            shares had been granted, at no cost to the employees. Deferred
            compensation is recorded at the date of the restricted stock award
            and is amortized into compensation expense over the vesting period.
            At September 30, 1996, deferred compensation of $1,185,000 was
            recorded and related compensation
              expense of $61,000 was recognized during the three months ended
            September 30, 1996. Substantially all restricted stock awards
            outstanding at September 30, 1996 vest ratably over a five year
            period.


            Non-Employee Director Stock Option Plan
            During 1996, the Company established its 1996 Non-Employee Director
            Stock Option Plan (the Director Plan).  Under the Director Plan, 
            an aggregate of 50,000 shares of common stock will be available 
            for the granting of stock options. The exercise price of a stock 
            option granted pursuant to the Director Plan may not be less than 
            the fair market value of the common stock on the date of grant and 
            the stock option term may not exceed ten years. Stock options
            granted under the Director Plan are exercisable in full after the
            first anniversary of grant. The Director Plan provides for an
            initial grant of stock options to each non-employee director to
            purchase 2,500 shares of common stock contemporaneously with the
            initial public offering and the annual grant of stock options to
            acquire 1,000 shares of stock to each non-employee director serving
            on the board of directors following each annual meeting of the
            stockholders. As of September 30, 1996, non-employee directors have
            been granted stock options to acquire 10,000 shares of common stock,
            none of which are exercisable. The exercise price of all options
            granted to date is $23.


                                                                   (Continued)

                                        9



<PAGE>   11







                        RUTHERFORD-MORAN OIL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



            The Company applies Accounting Principles Board Opinion No. 25,
            Accounting for Stock Issued to Employees, and related
            interpretations in accounting for its Stock Plan and Director Plan.
            Accordingly, no compensation has been recognized for stock-based
            compensation other than for restricted stock awards. Had
            compensation cost for the stock options issued under the Stock Plan
            and Director Plan been determined based upon the fair value at the
            grant date for awards under these plans consistent with the
            methodology prescribed under Statement of Financial Accounting
            Standards No. 123, Accounting for Stock-Based Compensation, the
            Company's net loss and net loss per share would have been increased
            by approximately $864,000, or $0.03 per share. The fair value of the
            stock options granted during the three-month period ended September
            30, 1996 is estimated as $13.90 on the date of grant using the
            Black-Scholes option pricing model with the following assumptions:
            dividend yield of 0%, volatility of 36%, risk-free interest rate of
            6.50%, assumed forfeiture rate of0%, and an expected life of 10
            years.

            At September 30, 1996, 342,912 and 40,000 shares of common stock
            were reserved for issuance pursuant to the Stock Plan and the
            Director Plan, respectively.



                                             10

<PAGE>   12






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

              The following discussion should be read in conjunction with the
              audited combined financial statements of RMEC and Thai Romo as of
              and for the year ended December 31, 1995.

              OVERVIEW

              To date, the Company's exploration and development activities have
              not generated revenues. As a result, the Company's historical
              results of operations and period-to-period comparisons of such
              results and certain financial data may not be meaningful or
              indicative of future results. In this regard, future results of
              the Company will be materially dependent upon the success of the
              Company's operations within Block B8/32. Due to the nature of the
              Company's business activities and the general risks relating to
              exploratory and development drilling for crude oil and natural
              gas, there can be no assurance as to the success of these efforts.

              The Company uses the full cost method of accounting for its
              investment in its interest in oil and gas properties. Under the
              full cost method of accounting, all costs of acquisition,
              exploration and development of oil and natural gas reserves are
              capitalized into a "full cost pool" as incurred, and properties in
              the pool are depleted and charged to operations using the
              unit-of-production method based on the ratio of current production
              to total proved oil and natural gas reserves.

              RESULTS OF OPERATIONS

              THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH THREE MONTHS
              ENDED SEPTEMBER 30, 1995.

              The Company's net loss of $669,000 for the three months ended
              September 30, 1996 increased from the Company's net loss of
              $89,000 for the three months ended September 30, 1995 primarily
              due to increases in interest expense, salaries and wages, and
              general and administrative expenses, offset partially by interest
              income and an income tax benefit.

              Interest income of $138,000 for the three months ended September
              30, 1996 increased from $-0- for the three months ended September
              30, 1995. This increase is due to the increase in cash available
              for investment from the proceeds of an initial public offering.

              Interest expense of $241,000 for the three months ended September
              30, 1996 increased compared to $24,000 for the three months ended
              September 30, 1995. This increase is due to the amortization of
              deferred financing costs and the capitalization of a greater
              portion of interest expense related to the oil and gas property
              development in 1995 compared to 1996.

              Salaries and wages and general administrative expenses of $150,000
              and $552,000 respectively for the three months ended September 30,
              1996 increased compared to $30,000 and $33,000 for the three
              months ended September 30, 1995. This increase is primarily due to
              the capitalization of a greater portion of salaries and wages and
              costs related to the oil and gas property development in 1995
              compared to 1996 and, to a lesser extent, an increase in salaries
              and wages attributable to additional personnel employed during
              1996.

              As the Company is now a tax-paying entity, an income tax benefit
              of $152,000 was recorded during the three months ended September
              30, 1996 for the operating loss generated.

                                                                  (Continued)

                                       11

<PAGE>   13






              NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED WITH NINE MONTHS
              ENDED SEPTEMBER 30, 1995.

              The Company's net loss of $3,319,000 for the nine months ended
              September 30, 1996 increased from the Company's net loss of
              $277,000 for the nine months ended September 30, 1995 due
              primarily to increases in deferred income taxes caused by a one
              time non-cash charge of $1,921,000 and less significantly due to
              increases in interest expense, salaries and wages, and general and
              administrative expenses, offset partially by an increase in
              interest income.

              As RMEC and Thai Romo are now part of the Company's consolidated
              federal tax return, RMEC and Thai Romo recorded an income tax
              expense and a corresponding deferred tax liability expense of
              $1,921,000 for the difference between the book basis and tax basis
              of oil and gas properties on June 17, 1996. This charge was offset
              by a benefit of $152,000 recorded in the third quarter for the
              operating loss generated by the Company.

              Interest income of $158,000 for the nine months ended September
              30, 1996 increased compared to $2,000 for the nine months ended
              September 30, 1995. This increase is due to the increase in cash
              available from the proceeds of an initial public offering.

              Interest expense of $643,000 for the nine months ended September
              30, 1996 increased compared to $99,000 for the nine months ended
              September 30, 1995. This increase is caused by higher levels of
              outstanding debt and due to a decrease in the capitalization of
              interest to oil and gas property development and the amortization
              of deferred financing costs. Those debts were repaid in June 1996
              with proceeds from an initial public offering.

              Salaries and wages and general and administrative expenses of
              $273,000 and $772,000 for the nine months ended September 30, 1996
              increased compared to $72,000 and $104,000 respectively for the
              nine months ended September 30, 1995. These increases are
              primarily due to the capitalization of a greater portion of
              salaries and wages and costs related to oil and gas property
              development in 1995 compared to 1996 and to a lesser extent an
              increase in salaries and wages attributable to additional
              personnel employed in 1996.


              LIQUIDITY AND CAPITAL RESOURCES

              On September 20, 1996, the Company entered into a $150,000,000
             Revolving Credit Facility (the "Revolving Credit Facility") with a
             group of commercial lenders. The Revolving Credit Facility has a
             final maturity of September 30, 1999 and a borrowing base 
             limitation at September 30, 1996 of $60,000,000.  The Revolving 
             Credit Facility is secured by the stock of certain subsidiaries of 
             the Company.

             Under the terms of the Revolving Credit Facility, outstanding
             borrowings will bear interest at the Base Rate (defined as the
             greater of the Federal Funds Rate plus .5% or the agent bank's 
             prime rate) plus .25% or the Eurodollar Rate (defined as an 
             average of the London Interbank Offered Rate of two banks) plus 
             1.75%, at the Company's option. Interest is payable quarterly. 
             The Company is also assessed a commitment fee equal to .5% per 
             annum on the average daily balance of the unused borrowing base.
             The Revolving Credit Facility provides for semi-annual borrowing 
             base redeterminations as well as certain restrictions, including 
             limitations on additional indebtedness, payment of dividends 
             and an interest coverage ratio.

             At September 30, 1996, $2,000,000 was outstanding under the Credit
             Facility at an interest rate of 7.25% per annum.

             To explore and develop Block B8/32, the Company anticipates
             capital expenditures of approximately $60 million for 1996. Of
             such capital expenditures, approximately $47 million is budgeted
             for development of the Tantawan Field which the Company believes
             will commence production in early 1997. For the remainder of 
             1996, the Company anticipates capital expenditures, general 
             and administrative expenses and other working capital 
             requirements to total approximately $17 million. The Company 
             anticipates that it will finance such expenditures with cash 
             on hand and borrowings under the Revolving Credit Facility.


                                                                  (Continued)
                                       12
<PAGE>   14









              EFFECTS OF INFLATION AND FOREIGN CURRENCY FLUCTUATIONS

              Current levels of inflation do not significantly affect the
              Company's operations.

              The Company does not currently hold significant amounts of cash,
              cash equivalents, long-term financial instruments or investments
              denominated in foreign currencies. Prior to or upon commencement
              of oil and natural gas production, the Company will likely have
              such holdings. As the Company expects the Thai Baht/U.S. dollar
              exchange rate to continue to remain stable, it does not currently
              intend to mitigate the foreign currency risks associated with such
              holdings through currency rate hedging transactions.

              CHANGING OIL PRICES

              The Company is dependent on crude oil prices, which have
              historically been volatile. The Company may use crude oil price
              swaps and other similar arrangements to hedge against potential
              adverse effects of fluctuations in future prices for the Company's
              future oil production. While the swaps are intended to reduce the
              Company's exposure to declines in the market price of crude oil,
              they may limit the Company's gain from increases in the market
              price.


                                       13

<PAGE>   15







                           PART II - OTHER INFORMATION

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)  Exhibits                           
                                                          
                        4 -- Credit Agreement

                       27 -- Financial Data Schedule

                  (b)  Reports on Form 8-K

                       No reports were filed on Form 8-K in the three month
                       period ended September 30, 1996.


                                       14
<PAGE>   16


                                   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 hereunto duly authorized.


         Dated:  November 6, 1996           RUTHERFORD-MORAN OIL CORPORATION


                                           By:        /s/ David F. Chavenson
                                              -------------------------------
                                              David F. Chavenson
                                              Vice President, Finance and Chief
                                              Financial Officer and Treasurer


                                       15

<PAGE>   17


                                EXHIBIT INDEX


                        4 -- Credit Agreement

                       27 -- Financial Data Schedule