---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549

# FORM 10-K/A

|[X]   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended:  December 31, 2002         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------
|      | 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:  1-7627

FRONTIER OIL CORPORATION(Exact name of registrant as specified in its charter)

| | Wyoming                                  |  | 74-1895085         
| | ---------------------------------------- |  | -------------------
| | (State or other jurisdiction of          |  | (I.R.S. Employer   
| | incorporation or organization)           |  | Identification No.)
| |                                          |  |                    
| | 10000 Memorial Drive, Suite 600          |  | 77024-3411         
| | Houston, Texas                           |  | (Zip Code)         
| | (Address of principal executive offices) |  |                    

Registrants telephone number, including area code: (713) 688-9600

Securities registered pursuant to Section 12(b) of the Act:

| |                               |  | Name of Each Exchange  
| | ----------------------------- |  | -----------------------
| | Title of Each Class           |  | on Which Registered    
| |                               |  |                        
| | Common Stock                  |  | New York Stock Exchange
| |                               |  |                        
| | 9-1/8% Senior Notes, due 2006 |  | New York Stock Exchange
| |                               |  |                        
| | 113⁄4% Senior Notes, due 2009   |  |                        

Securities registered pursuant to Section 12(g) of the Act:
                                                       None

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 if
disclosure of delinquent filers pursuant to rule 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.{X}

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

Yes [X]   No . . .

The aggregate  market value of the voting and  non-voting  common equity held by  non-affiliates  computed by reference to the price at
which the common  equity was last sold,  or the average bid and asked price of such common equity, as of the last business day of the
registrants most recently completed second fiscal quarter: $343.5 million.

The number of shares of common stock outstanding as of February 28, 2003 was 26,144,115.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual
Proxy Statement for the registrants 2003 annual meeting of shareholders
are incorporated by reference into Items 10 through 13 of Part III.

---

Table of Contents

|Part I   |          |                                                                                                      
|-------- | -------- | -----------------------------------------------------------------------------------------------------
|         | Item 1.  | Business                                                                                             
|         |          | Risk Factors                                                                                         
|         |          | Available Information                                                                                
|         | Item 2.  | Properties                                                                                           
|         | Item 3.  | Legal Proceedings                                                                                    
|         | Item 4.  | Submission of Matters to a Vote of Security Holders                                                  
|Part II  |          |                                                                                                      
|         | Item 5.  | Market for the Registrants Common Equity and
                Related Stockholder Matters            
|         | Item 6.  | Selected Financial Data                                                                              
|         | Item 7.  | Managements Discussion and Analysis of Financial Condition and
                Results of Operations
|         | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                           
|         | Item 8.  | Financial Statements and Supplementary Data                                                          
|         | Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                 
|Part III |          |                                                                                                      
|         | Item 10. | Directors and Executive Officers of the Registrant                                                   
|         | Item 11. | Executive Compensation                                                                               
|         | Item 12. | Security Ownership of Certain Beneficial Owners and Management                                       
|         | Item 13. | Certain Relationships and Related Transactions                                                       
|Part IV  |          |                                                                                                      
|         | Item 14. | Controls and Procedures                                                                              
|         | Item 15. | Exhibits, Financial Statements Schedules, and Reports on Form 8-K                                    

---

# PURPOSE OF
AMENDMENT

Frontier Oil Corporation is
filing this amendment to its Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, originally filed on March 4, 2003, in response to
comments received from the Securities and Exchange Commission. This amendment to
the original Form 10-K amends and restates the original Form 10-K in its
entirety, but continues to speak as of the date of the original filing of the
original Form 10-K. Frontier Oil Corporation has not updated the disclosure in
this amendment to speak as of a later date. All information contained in this
amendment and the original Form 10-K is subject to updating and supplementing as
provided in the periodic reports filed subsequent to the original filing date
with the Securities and Exchange Commission.

# FORWARD-LOOKING STATEMENTS

This Form 10-K/A contains
forward-looking statements, which include, among other things, statements
regarding (1) projections of revenues, earnings, earnings per share, capital
expenditures or other financial items, (2) statements of plans and objectives
for future operations, including acquisitions, (3) statements of future economic
performance, or (4) statements of assumptions or estimates underlying or
supporting the foregoing are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and Section 21E of the
Exchange Act. These forward-looking statements can generally be identified by
the words anticipate, believe, expect,
plan, intend, estimate, project,
budget, forecast, will, could,
should, may, and similar expressions.

Although we believe that
our plans, intentions and expectations reflected in or suggested by the
forward-looking statements we make in this document are reasonable, we can give
no assurance that such plans, intentions or expectations will be achieved. These
statements are based on assumptions made by us based on our experience and
perception of historical trends, current conditions, expected future
developments and other factors that we believe are appropriate in the
circumstances. Such statements are subject to a number of risks and
uncertainties, many of which are beyond our control. You are cautioned that any
such statements are not guarantees of future performance and that actual results
or developments may differ materially from those projected in the
forward-looking statements.

We undertake no obligation
to publicly release the result of any revisions to any such forward-looking
statements that may be made to reflect events or circumstances after the date of
this Form 10-K/A, or to reflect the occurrence of unanticipated events.

## PART I

ITEM 1.     BUSINESS

## Summary

The terms
Frontier and we as used in this Form 10-K/A refer to
Frontier Oil Corporation and its subsidiaries, except where it is clear that
those terms mean only the parent company. When we use the term Rocky
Mountain region, we refer to the states of Colorado, Wyoming, Montana and
Utah, and when we use the term Plains States, we refer to the states
of Kansas, Nebraska, Iowa, Missouri, North Dakota and South Dakota.

## Overview

We are an independent
energy company engaged in crude oil refining and the wholesale marketing of
refined petroleum products. We operate refineries in Cheyenne, Wyoming and in El
Dorado, Kansas with a total crude oil capacity of over 156,000 barrels per day.
Both of our refineries are complex refineries, which means that they can process
heavier, less expensive types of crude oil and still produce a high percentage
of gasoline, diesel fuel and other high margin refined products. We focus our
marketing efforts in the Rocky Mountain region and the Plains States, which we
believe are among the most attractive refined products markets in the United
States. The operations of refining and marketing of petroleum products are
considered part of one reporting segment.

Cheyenne
Refinery. Our Cheyenne refinery has a permitted crude capacity of
46,000 barrels per day. We market its refined products primarily in the eastern
slope of the Rocky Mountain region, which encompasses eastern Colorado
(including the Denver metropolitan area), eastern Wyoming and western Nebraska.
The Cheyenne refinery has a coking unit, which allows the refinery to process up
to 100% heavy crude oil for use as a feedstock. This ability to process heavy
crude oil lowers our crude oil supply costs because heavy crude oil is generally
less expensive than lighter types of crude oil. For the year ended December 31,
2002, heavy crude oil constituted approximately 90% of the Cheyenne
refinerys total crude oil charge. For the year ended December 31, 2002,
the Cheyenne refinerys product mix included gasoline (40%), diesel fuel
(30%) and asphalt and other refined petroleum products (30%).

El Dorado
Refinery. The El Dorado refinery, acquired on November 16, 1999
from Equilon Enterprises LLC, now known as Shell Oil Products US
(Shell), is one of the largest refineries in the Plains States and
the Rocky Mountain region, with a crude capacity of 110,000 barrels per day. The
El Dorado refinery can select from many different types of crude oil because of
its direct access to the Cushing, Oklahoma hub which is connected by pipeline to
the Gulf Coast. This access, combined with the El Dorado refinerys
complexity, gives it the flexibility to refine a wide variety of crude oils. In
connection with our acquisition of the El Dorado refinery in late 1999, we
entered into a 15-year refined product offtake agreement for gasoline and diesel
production at this refinery with Equiva Trading Company (Equiva), an
affiliate of Shell Oil Company. In 2002 Equiva assigned this offtake agreement
to Shell. The offtake agreement also provides for Shell to purchase all jet fuel
production from the El Dorado refinery for five years through 2004. The offtake
agreement will allow us to maximize the operating efficiency of the El Dorado
refinery during the initial years of our ownership. As our commitments to Shell
under the refined product offtake agreement decline over the first ten years, we
intend to market an increasing portion of the El Dorado refinerys gasoline
and diesel in the same markets in which Shell currently sells the El Dorado
refinerys production, primarily the Denver and Kansas City metropolitan
areas. For the year ended December 31, 2002, the El Dorado refinerys
product mix included gasoline (57%), diesel and jet fuel (35%) and chemicals and
other refined petroleum products (8%).

## Refining
Operations

Varieties of Crude
Oil. Traditionally, crude oil has been classified as (1) sweet
(if sulfur content is low) or sour (if sulfur content is high), (2) light (if
gravity is high) or heavy (if gravity is low) and (3) intermediate (if gravity
or sulfur content is in between). For the most part, heavy crude oil tends to
be sour and light crude oil tends to be sweet. When refined, light crude oil
produces a higher yield of higher margin refined products such as gasoline,
diesel and jet fuel and as a result, is more expensive than heavy crude oil. In
contrast, heavy crude oil produces more low margin by-products and heavy
residual oils. The discount at which heavy crude oil sells compared to the sales
price of light crude oil is known in the industry as the light/heavy spread.
Coking units, such as the ones used by our refineries, can process certain
by-products and heavy residual oils to produce additional volumes of gasoline
and diesel, thus increasing the aggregate yield of higher margin refined
products from the same initial volume of crude oil.

Products.  The Cheyenne and El Dorado refineries are both complex  refineries.  Refineries are frequently  classified  according
to their  complexity,  which refers to the number,  type and  capacity of  processing  units at the  refinery.  Each of our  refineries
possesses a coking unit which  provides  substantial  upgrading  capacity.  Upgrading  capacity  refers to the ability of a refinery to
produce high yields of high margin refined  products such as gasoline and diesel despite  processing  significant  volumes of heavy and
intermediate  crude oil. In contrast,  in order to produce high yields of gasoline and diesel,  refineries with low upgrading  capacity
must process  primarily  sweet crude oil. Some low complexity  refineries  may be capable of processing  heavy and  intermediate  crude
oil, but they will produce large volumes of  by-products  and heavy  residual  oils.  The Cheyenne and El Dorado  refineries  have high
upgrading  capacity  relative to other  refineries in the Plains States and Rocky Mountain  region.  Because  gasoline,  diesel and jet
fuel sales generally achieve higher margins than are available on other refined  products,  we expect that these products will continue
to make up the bulk of our production.

In addition to its
petroleum refining operations, the El Dorado refinery includes a small
petro-chemical complex. The primary products of the petro-chemical processes are
phenol and acetone, the chemical building blocks for sandpaper adhesive, rubber
belts, fiberglass insulation, high-impact plastics, plywood adhesive, medicines,
cosmetics and other useful everyday items. Demand for petro-chemical products
has been on a decline. Due to reduced demand and weak prices, we shut down
certain aspects of the petro-chemical complex in 2002, discontinued the
production of phenol and acetone, and began producing and selling benzene. The
remaining hydrocarbon streams are being used as feed in other process units.

Marketing and Distribution.

Cheyenne Refinery.
The primary market for the Cheyenne refinerys refined products is the
eastern slope area of the Rocky Mountain region, which includes Colorado and
Wyoming. For the year ended December 31, 2002, we sold approximately 82% of the
Cheyenne refinerys gasoline sales volumes in Colorado and 8% in Wyoming.
For the year ended December 31, 2002, we sold approximately 37% of the Cheyenne
refinerys diesel sales volumes in Colorado and 45% in Wyoming. Because of
the location of the Cheyenne refinery, we are able to sell a significant portion
of its diesel product from a truck rack at the refinery, eliminating any
transportation costs. The gasoline and remaining diesel produced by this
refinery are primarily shipped via pipeline to terminals for distribution by
truck or rail. Pipeline shipments from the Cheyenne refinery are handled mainly
by the Kaneb pipeline, serving Denver and Colorado Springs, Colorado, and the
Continental pipeline, serving Sidney, Nebraska.

We sell refined products
from our Cheyenne refinery to a broad base of independent retailers, jobbers and
major oil companies. Refined product prices are determined by local market
conditions at distribution centers known as terminal racks. The
customer at a terminal rack typically supplies his own truck transportation.
Prices at the terminal rack are posted daily by sellers. In the year ended
December 31, 2002, approximately 72% of the Cheyenne refinerys sales were
made to its 25 largest customers. Occasionally, marketing volumes exceed the
refinerys production capabilities and in those instances, we purchase
product in the spot market as needed.

El Dorado Refinery.
The primary markets for the El Dorado refinerys refined products are
Colorado and the Plains States, which include the Kansas City metropolitan area.
The gasoline, diesel and jet fuel produced by the El Dorado refinery are
primarily shipped via pipeline to terminals for distribution by truck or rail.
Pipeline shipments from the El Dorado refinery are handled mainly by the Kaneb
pipeline serving the northern Plains States, the Chase pipeline serving Denver,
Colorado; the Williams pipeline serving Kansas City, Carthage, Missouri and Des
Moines, Iowa, and the KCPL pipeline, serving Kansas City.

In connection with our late
1999 refinery acquisition we entered into a 15-year refined product offtake
agreement with Shell, as previously discussed. For the year ended December 31,
2002, Shell was the El Dorado refinerys largest customer. Under the
agreement, Shell will purchase gasoline, diesel and jet fuel produced by the El
Dorado refinery at market-based prices. Initially in 1999, Shell purchased all
of the El Dorado refinerys production of these products. Beginning in
2000, we retained and marketed a portion of the refinerys gasoline and
diesel production. This portion will increase 5,000 barrels per day each year
for ten years, beginning at 5,000 barrels per day in 2000 rising to 50,000
barrels per day in 2009 and remaining at that level through the term of the
agreement. Shell will continue to purchase all jet fuel production for the first
five years of the agreement through 2004, but thereafter, we can market all of
the El Dorado refinerys jet fuel production. The agreement will allow us
to focus on maximizing the operating efficiency of our El Dorado refinery during
the initial years of our ownership. As our sales to Shell under this agreement
decrease, we intend to sell the gasoline and diesel produced by the El Dorado
refinery in the same markets as Shell currently does, as described above.

Competition.

Cheyenne Refinery.
The most competitive market for the Cheyenne refinery is the Denver metropolitan
area. Other than the Cheyenne refinery, four principal refineries serve the
Denver market: a 65,000 barrel per day refinery near Rawlins, Wyoming and a
22,000 barrel per day refinery in Casper, Wyoming, both owned by Sinclair Oil
Company, a 28,000 barrel per day refinery in Denver owned by Valero; and a
58,000 barrel per day refinery in Denver owned by Conoco Phillips. Five product
pipelines also supply Denver, including three from outside the region that
enable refined products from other regions to be sold in the Denver market.
Refined products shipped from other regions bear the burden of higher
transportation costs.

The Valero and Conoco
Phillips refineries located in Denver have lower product transportation costs in
servicing the Denver market than we do. However, the Cheyenne refinery has lower
crude oil transportation costs because of its proximity to the Guernsey, Wyoming
hub, the major crude oil pipeline hub in the Rocky Mountain region, and our
ownership interest in the Centennial pipeline, which runs from Guernsey to the
Cheyenne refinery. Moreover, unlike Sinclair, Valero and Conoco Phillips, we
only sell our products to the wholesale market. We believe that this commitment
to the wholesale market gives us a customer relations advantage over our
principal competitors in the Eastern Slope area, all of which also have retail
outlets, because we are not in direct competition with independent retailers of
gasoline and diesel.

El Dorado Refinery.The El Dorado refinery faces competition from other Plains States and mid
continent refiners, but the principal competitors for the El Dorado refinery are
Gulf Coast refiners. Although our Gulf Coast competitors typically have lower
production costs than the El Dorado refinery, we believe that their higher
refined product transportation costs allow the El Dorado refinery to compete
effectively with these refineries in the Plains States and Rocky Mountain
region. The Plains States and mid continent region are also supplied by three
product pipelines that originate from the Gulf Coast.

Crude Oil Supply.

Cheyenne Refinery.
In the year ended December 31, 2002, we obtained approximately 37% of the
Cheyenne refinerys crude oil charge from Wyoming, 54% from Canada and 9%
from Colorado. During the same period, heavy crude oil constituted approximately
90% of the Cheyenne refinerys total crude oil charge. Cheyenne is 88 miles
southwest of Guernsey, Wyoming, the main hub and crude oil trading center for
the Rocky Mountain region. During 2001, an additional tank was added at Guernsey
for heavy crude oil storage, with another expected to be completed in 2003. We
transport up to 25,000 barrels per day of crude oil from Guernsey to the
Cheyenne refinery through the Centennial pipeline. Additional crude oil volumes
are transported on an alternative common carrier pipeline. Ample quantities of
heavy crude oil are available at Guernsey, including both locally produced
Wyoming general sour and imported Canadian heavy crude oil, which is supplied by
the Express/Platte and the eastern corridor pipeline system including the
Wascana, Poplar and Butte pipelines. The Cheyenne refinerys ability to
process up to 100% heavy crude oil feedstocks gives us a distinct advantage over
the four other Eastern Slope refineries, none of which has the necessary
upgrading capacity to process high volumes of heavy crude oil. Upgrading
capacity is the ability to produce a higher yield of higher margin refined
products, such as gasoline and diesel, than would otherwise be possible using
heavy crude oil feedstock.

We purchase crude oil for
the Cheyenne refinery from a number of suppliers, including major oil companies,
marketing companies and large and small independent producers, under
arrangements which contain market-responsive pricing provisions. Many of these
arrangements are subject to cancellation by either party or have terms that are
not in excess of one year and are subject to periodic renegotiation. In October
2002, we entered into a five-year crude oil supply agreement with Baytex Energy
Ltd., a Canadian crude oil producer. On November 28, 2002 Baytex Energy Ltd.
assigned this agreement to its wholly owned subsidiary, Baytex Marketing Ltd.
This agreement, effective January 1, 2003, provides for the purchase of up to
20,000 barrels per day of a Lloydminster crude oil blend, a heavy Canadian
crude. Initially, we will receive 9,000 barrels per day, increasing up to 20,000
barrels per day by October 2003. This type of crude oil typically sells at a
discount to lighter crude oils. Our price for the crude oil under the agreement
will be equal to 71% of the simple average of the near month settlement prices
of the NYMEX light sweet crude oil contracts during the month of delivery, plus
the cost of transportation based on the pipeline tariff from Hardisty, Alberta
to Guernsey, Wyoming, less $0.25 per barrel. The initial term of the agreement
is through December 31, 2007. This agreement provides a firm source of heavy
Canadian crude and also assigns most of our dedicated capacity through the
Express Pipeline.

El Dorado Refinery.
In the year ended December 31, 2002, we obtained approximately 59% of the El
Dorado refinerys crude oil charge from Texas, 20% from Kansas, 8% from
Latin America, 7% from the Middle East and 6% from the North Sea. El Dorado is
125 miles north of Cushing, Oklahoma, the location of a major crude oil hub. The
Cushing hub is supplied by the Seaway pipeline, which runs from the Gulf Coast;
the Basin pipeline, which runs through Wichita Falls from West Texas; and the
Mobil pipeline, which originates at the Gulf Coast and connects to the Basin
pipeline at Wichita Falls. The Osage pipeline runs from Cushing to El Dorado and
transported approximately 80% of our crude oil charge during the year ended
December 31, 2002. The remainder of our crude oil charge is transported to the
El Dorado refinery through Kansas gathering system pipelines.

We have a foreign crude oil
supply agreement with Shell that expires July 2003, which may be renewed. Under
this agreement, we may purchase crude oil for the El Dorado Refinery from Shell,
although we are not obligated to do so. We are obligated to pay monthly
installments towards an annualized commitment fee to Shell for making foreign
crude volumes available to us under this agreement based on a per barrel fee for
crude purchased under this agreement. This agreement allows us to use
Shells worldwide network to acquire foreign crude oil. In the event that
the crude supply agreement is not renewed, we will purchase all of our crude oil
charge from various third parties and will continue to rely primarily on the
Cushing hub and the Osage pipeline to supply crude oil to the El Dorado
refinery.

Refinery
Maintenance. Each of the operating units at our refineries
requires regular maintenance and repair shutdowns (referred to as
turnarounds) during which the unit is not in operation. Turnaround
cycles vary for different units but are generally required every one to five
years. In general, turnarounds at our refineries are managed so that some units
continue to operate while others are down for scheduled maintenance. We also
plan to coordinate operations by staggering turnarounds at the two refineries.
Maintenance turnarounds are implemented using our regular personnel as well as
some additional contract labor. Turnaround work typically proceeds on a
continuous 24-hour basis to minimize unit downtime. We accrue for our turnaround
costs. We normally schedule our maintenance turnaround work during the spring or
fall of each year. When we perform a turnaround, we build product inventories
prior to the turnaround to minimize the impact of the turnaround on our sales of
refined products. We have major turnaround work scheduled at our El Dorado
refinery during March and April 2003. Turnaround work is scheduled at our
Cheyenne Refinery in the fall of 2003.

Safety and Lost Time
Accidents. We are subject to the requirements of the federal
Occupational Safety and Health Act (OSHA) and comparable state occupational
safety statutes. We believe that we have operated in substantial compliance with
OSHA requirements, including general industry standards, record keeping and
reporting, hazard communication and process safety management. The nature of our
business may result from time to time in industrial accidents. It is possible
that changes in safety and health regulations or a finding of non-compliance
with current regulations could result in additional capital expenditures or
operating expenses.

Both refineries continued
to experience OSHA recordable rates during 2002 that are greater than the
national average for petroleum refineries. The behavioral safety program
initiated in 2000 at the Cheyenne refinery has reversed the negative trend that
had developed, but the results have not been as successful as expected. Frontier
is very appreciative of the many employees at all levels of the organization who
have made the behavioral safety program a personal success. Frontier continues
to be committed to our behavioral safety program at Cheyenne because an
individual behavioral approach changes the safety culture of the entire
workforce, but will initiate in 2003 a more robust and aggressive management
driven safety program to run parallel with the behavioral safety program.
Frontier is determined to improve the safety record at the Cheyenne refinery and
plans to devote additional resources to operate both safety programs.

While the safety record of
the El Dorado refinery improved last year and is much better than the Cheyenne
refinery, it is also above the national average for similar facilities. The
employees and management dedicated their efforts to a balanced safety program
that combines individual behavioral elements in a safety-coaching environment
with very structured management driven programs to improve the safety of the
facility and the operating procedures. The objective is a safe working
environment for employees who know how to work safely. Frontier is determined to
develop a culture based on safety. The operating plans and budgets for 2003
reflect our continued push for safety.

## Government
Regulation

Environmental
Matters. Our refining and marketing operations are subject to a variety
of federal, state and local health and environmental laws and regulations
governing product specifications, the discharge of pollutants into the air and
water, and the generation, treatment, storage, transportation and disposal of
solid and hazardous waste and materials. Numerous permits with varying terms of
duration are required for the operation of our refineries, and these permits are
subject to revocation, expiration, modification and renewal. Timely application
for new permits and/or renewal of existing permits is undertaken as necessary to
maintain compliance with applicable permitting requirements. Governmental
authorities have the power to enforce compliance with these regulations and
permits, and violators are subject to injunctions, civil fines and even criminal
penalties. We believe that each of our refineries has obtained all necessary
permits and is in substantial compliance with such permits, and other applicable
existing environmental laws and regulations.

Rules and regulations
implementing federal, state and local laws relating to health and the
environment will continue to affect our operations, and we cannot predict what
additional environmental legislation or regulations will be enacted or become
effective in the future or how existing or future laws or regulations will be
administered or interpreted with respect to products or activities to which they
have not been applied previously. Compliance with more stringent laws or
regulations, as well as more vigorous enforcement policies of regulatory
agencies, could have a materially adverse effect on our financial position and
results of operations as well as the refining industry in general, and may
result in substantial expenditures for the installation and operation of
pollution control or other environmental systems and equipment.

Our operations and many of
the products we manufacture are specifically subject to certain requirements of
the Clean Air Act (CAA) and related state and local regulations. The
1990 amendments to the CAA contain provisions that will require capital
expenditures for the installation of certain air pollution control devices at
our refineries during the next several years. Subsequent rule making authorized
by the CAA or similar laws or new agency interpretations of existing rules, may
necessitate additional expenditures in future years. The Environmental
Protection Agency (EPA) recently embarked on a Petroleum Refining
Initiative (Initiative) alleging industry-wide noncompliance with
certain rules. The Initiative has resulted in many refiners entering into
consent decrees typically requiring substantial expenditures for penalties and
additional pollution control equipment. We have been contacted by the EPA and
invited to meet with them to hear more about the Initiative. At this time, we do
not know how or if the Initiative will affect the Company. We have, however,
recently determined that over the next three years, expenditures totaling
approximately $10 million may be necessary to further reduce emissions from our
refineries flare systems. Because other refineries will likely be required
to make similar expenditures, we do not expect such expenditures to materially
adversely impact our competitive position.

The CAA may authorize the
EPA to require modifications in the formulation of the refined transportation
fuel products we manufacture in order to limit the emissions associated with
their final use. For example, on December 21, 1999, the EPA promulgated national
regulations limiting the amount of sulfur that is to be allowed in gasoline. The
EPA believes such limits are necessary to protect new automobile emission
control systems that may be inhibited by sulfur in the fuel. The new regulations
require the phase-in of gasoline sulfur standards beginning in 2004 and
continuing through 2008, with special provisions for refiners serving those
Western states exhibiting lesser air quality problems and for small business
refiners, such as Frontier. Since we qualify as a small business refiner by
having 1,500 or fewer employees and a capacity of less than 155,000 barrels per
day during the specified pre-2001 baseline years, the Cheyenne and El Dorado
refineries may comply with an interim gasoline sulfur standard in 2004 that is
based on historic gasoline sulfur levels rather than having to meet the much
stricter standard that will be applied to the general industry. Depending on the
deadline we choose to comply with the new diesel sulfur limit (see discussion
below), we will then have between four and seven additional years to reduce our
gasoline sulfur content to the national standard. The total capital expenditures
estimated, as of December 31, 2002, to achieve the final gasoline sulfur
standard, are approximately $35 million at the Cheyenne refinery and
approximately $45 million at the El Dorado refinery. Approximately $7.2 million
of the Cheyenne Refinery expenditures had been incurred as of December 31, 2002,
an additional $20.8 million is expected to be incurred by early 2004 with the
remaining $7 million in 2009 and 2010. The expenditures for the El Dorado
refinery are expected to be incurred beginning in 2008 and completed in 2010.

The EPA recently
promulgated regulations that will limit the sulfur content of highway diesel
fuel beginning in 2006 to 15 parts per million. The current standard is 500
parts-per-million. As a small business refiner, Frontier may choose to comply
with the 2006 program and extend our interim gasoline standard by three years
(until 2011) or delay the diesel standard by four years (until 2010) and keep
our original gasoline sulfur program timing. Although still under deliberation,
it is now likely that Frontier will choose to comply with 15 part-per-million
highway diesel sulfur standard by June 2006 and extend our small refiner interim
gasoline sulfur standards at each of our facilities until 2011. To satisfy a
regulatory requirement necessary for the preservation of this compliance option,
which is not the same compliance option we anticipated last year, we recently
submitted an application for a highway diesel volumetric baseline to the EPA. As
of December 31, 2002, capital costs for diesel desulfurization are estimated to
be approximately $5 million for Cheyenne and $56 million for El Dorado. The
Cheyenne Refinery expenditures are currently expected to be committed beginning
in 2005, with the majority to be committed in 2006. Approximately $6 million of
the El Dorado Refinery expenditures are currently expected to be committed in
2004 with the remaining $50 million in 2005 and 2006.

The EPA has recently stated
their intent to propose new regulations that will limit emissions from diesel
fuel powered engines used in off-road activities such as mining, construction
and agriculture. The EPA has also stated their intent to simultaneously limit
the sulfur content of diesel fuel used in these engines to facilitate compliance
with the new emission standards. The EPA expects to propose the new off-road
diesel engine emissions and related fuel sulfur standards early in 2003. It is
likely that the new rules will require the off-road diesel fuel sulfur content
to be reduced to 500 parts-per-million or less from the current limit of 5000
parts-per-million by 2007. Since a minor portion of the diesel fuel we
manufacture at our El Dorado Refinery is sold to the off-road market, these
regulations, when promulgated, will likely require certain modifications to the
Refinery. The cost associated with such modifications cannot be estimated until
the final regulatory limits are known.

We are aware of public
concern regarding possible groundwater contamination resulting from the use of
MTBE (methyl tertiary butyl ether) as a source of required oxygen in gasolines
sold in specified areas of the country. Gasoline containing a specified amount
of oxygen is required by the EPA to be used in those regions that exceed the
National Ambient Air Quality Standards for either ozone or carbon monoxide. That
oxygen requirement may be satisfied by adding to gasoline any one of many
oxygen-containing materials including, among others, MTBE and also ethanol, an
oxygen containing compound that is manufactured primarily from
renewable agricultural products and that has not been shown to
exhibit the environmental concerns associated with MTBE. Ethanol serves as an
oxygenate, an octane booster and as an extender of gasoline. Through a blending
terminal, Frontier currently supplies ethanol oxygenated gasoline to
the Denver metropolitan area, a region that has historically exceeded the
National Ambient Air Quality Standard for carbon monoxide during the winter
months, from both our Cheyenne and our El Dorado refineries. Both refineries use
only ethanol as the oxygen-containing additive. Under Texaco ownership, the El
Dorado refinery used MTBE from 1988 until 1991. In the past, MTBE was
occasionally added to a small percentage of gasoline from our Cheyenne refinery
at the request of certain customers. Frontier is not aware of any environmental
concerns or claims related to the supply, distribution or use of its oxygen
additives or oxygenated products.

Our operations are also
subject to the Clean Water Act (CWA) and comparable state and local
requirements. The CWA and analogous laws prohibit any discharge into surface
waters and ground waters except in strict conformance with permits, such as
National Pollutant Discharge Elimination System (NPDES) permits,
issued by federal and state governmental agencies. NPDES permits and analogous
water discharge permits are valid for a maximum of five years and must be
renewed. In addition, changes in our operations may require us to modify our
permits. When permits are modified or renewed, we may be required to update our
wastewater treatment facilities to comply with potentially stricter discharge
limits. No material capital expenditures are currently anticipated to be
necessary to maintain our compliance with CWA requirements.

We generate wastes that may
be subject to the Resource Conservation and Recovery Act (RCRA) and
comparable state and local requirements. The EPA and various state agencies have
limited the approved methods of disposal for certain hazardous and nonhazardous
wastes. Some of the disposal methods we used in the past are no longer allowed
or are substantially limited. This may cause us to incur additional costs for
the disposal of wastes and the maintenance or closure of waste disposal areas.
Because other refineries will be required to make similar expenditures, we do
not expect such expenditures to materially adversely impact our competitive
position. No capital expenditures other than those potential cleanup and
remediation matters identified in the discussion of the Cheyenne Refinery are
currently anticipated to be necessary to maintain our compliance with RCRA
requirements.

The Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA),
also known as Superfund, imposes liability, without regard to fault
or the legality of the original conduct, on certain classes of persons,
including past owners and operators, who are considered to be responsible for
the release of a hazardous substance into the environment. These
persons include the current and/or former owner(s) or operator(s) of the
disposal site or sites where the release occurred and the current and/or former
owners or operators of companies or facilities that disposed or arranged for the
disposal of the hazardous substances. Under CERCLA, such persons may be subject
to joint and several liability for the costs of cleaning up the hazardous
substances that have been released into the environment, for damages to natural
resources and for the costs of certain health studies. It is not uncommon for
neighboring landowners and other third parties to file claims for personal
injury and property damage allegedly caused by hazardous substances or other
pollutants released into the environment. Analogous state laws impose similar
responsibilities and liabilities on responsible parties. In the course of our
historical operations, as well as in our current ordinary operations, we have
generated waste, some of which falls within the statutory definition of a
hazardous substance and some of which may have been disposed of at
sites that may require cleanup under Superfund. We are not aware of any existing
or potential CERCLA liability that would result in capital costs material to the
Company.

In 1997, we completed the
divestiture of our former oil and gas properties and assets. While the
transactions that conveyed these properties and assets to new owners were
intended to transfer any attendant environmental liabilities to the new owners,
we cannot assure you that we will never be subject to liability for any former
activity respecting the divested oil and gas properties. Prior to the
divestiture, we were named as a potentially responsible party (PRP)
under CERCLA at the Gulf Coast Vacuum Services Superfund Site located in
Vermilion Parish, Louisiana. We have entered into a consent decree resolving our
liabilities as a PRP at this Superfund site. The site has since been cleaned up
to the satisfaction of the EPA and the State of Louisiana and was subsequently
removed from the National Priority List (NPL) by EPA direct final
rule on May 22, 2001 (28093  28096 Federal Register / Vol. 66, No. 99 /
Tuesday, May 22, 2001 / Rules and Regulations). In accordance with the decree,
Frontier was assessed and has paid in full a 1.2717% share of the final site
cleanup cost of $179,490 equaling $2,284. We believe that any future liabilities
related to this site will not have a material adverse effect on our financial
condition. We also believe that any liability relating to our historical
practices respecting the oil and gas properties will not have a material adverse
effect on our financial condition, results of operations or business.

As is the case with all
companies engaged in similar industries, we face potential exposure from future
claims and lawsuits involving environmental matters. The matters include soil
and water contamination, air pollution, personal injury and property damage
allegedly caused by substances which we manufactured, handled, used, released or
disposed of.

Cheyenne Refinery.
We are party to an agreement with the State of Wyoming requiring the
investigation and possible eventual remediation of certain areas of the Cheyenne
refinerys property which may have been impacted by past operational
activities. Prior to this agreement, we addressed tasks required under a consent
decree entered by the Wyoming State District Court on November 28, 1984 and
involving the State of Wyoming, the Wyoming Department of Environmental Quality
(WDEQ) and the predecessor owners of the Cheyenne refinery. This
action primarily addressed the threat of groundwater and surface water
contamination at the Cheyenne refinery. As a result of these investigative
efforts, substantial capital expenditures and remediation of conditions found to
exist have already taken place or are in progress, including the completion of
surface impoundment closures, waste stabilization activities and other site
remediation projects totaling approximately $4 million and an ongoing
groundwater remediation program averaging $150,000 in annual operation and
maintenance costs. Additionally, the EPA issued an administrative consent order
with respect to the Cheyenne refinery on September 24, 1990 pursuant to RCRA.
Among other things, this order required a technical investigation of the
Cheyenne refinery to determine if certain areas have been adversely impacted by
past operational activities. Based upon the results of the investigation,
additional remedial action could be required by a subsequent administrative
order or permit.

On March 21, 1995, we
entered into an administrative consent order with the WDEQ that generally
parallels the federal order and replaces the 1984 Wyoming consent decree.
Accordingly, the earlier consent decree was dismissed in an order entered March
21, 1995. The new consent decree eliminates some of the earlier consent
decrees requirements, unifies state and federal regulatory expectations
regarding site investigation and remediation and, consequently, helps to
streamline certain of our current environmental obligations. The EPA withdrew
the September 24, 1990 federal order on March 19, 1997 in recognition of
Wyomings assumption of RCRA corrective action authority. In 1999, a scope
of work for the site investigation was agreed upon with the WDEQ and work was
initiated to determine the existence and extent of any historic soils
contamination. At the same time, an understanding was reached with the WDEQ that
any non-safety related on-site remedial activities identified could be scheduled
subsequent to eventual facility closure. The ultimate cost of any environmental
remediation projects that may be identified by the site investigation required
by the new consent order cannot be reasonably estimated at this time.

On October 10, 2001, the
First Judicial District Court of the State of Wyoming terminated a consent
decree previously entered into by Frontier Refining Inc. (Cheyenne Refinery) and
the WDEQ in recognition of the completion by Frontier of the requirements of the
decree. Completion of the terms of the decree, which combined resolution of two
separate notices of violation alleging non-compliance with certain
administrative requirements related to the facilitys air emission permit,
included, in part, payment by the Company of a penalty in the amount of $105,000
and completion of certain supplemental environmental projects.

El Dorado Refinery.
The El Dorado refinery is subject to a 1988 consent order with the Kansas
Department of Health and the Environment (KDHE). This order,
including various subsequent modifications, requires the refinery to continue
the implementation of a groundwater management program with oversight provided
by the KDHE Bureau of Environmental Remediation. More specifically, the refinery
must continue to operate the hydrocarbon recovery well systems and containment
barriers at the site and conduct sampling from monitoring wells and surface
water stations. Quarterly and annual reports must also be submitted to the KDHE.
The order requires that remediation activities continue until KDHE-established
groundwater criteria or other criteria agreed to by the KDHE and the refinery
are met. Subject to the terms of the purchase and sale agreement, Shell will be
responsible for the costs of continued compliance with this order.

The most recent National
Pollutant Discharge Elimination System (NPDES) permit issued to the
El Dorado refinery requires, in part, the preparation and submittal of an
engineering report identifying certain refinery wastewater treatment plant
upgrades necessary to allow routine compliance with applicable discharge permit
limits. In accordance with the provisions of the purchase and sale agreement,
Shell will be responsible for the first $2 million of any required wastewater
treatment system upgrades. If required system upgrade costs exceed this amount,
Shell and Frontier will share, based on a sliding scale percentage, up to
another $3 million in upgrade costs. Subject to the terms of the purchase and
sale agreement, Shell will be responsible for up to $5 million in costs, in
addition to Shells obligation for the wastewater treatment system upgrade,
relating to safety, health and environmental conditions after closing arising
from Shells operation of the El Dorado refinery that are not covered under
a ten-year insurance policy. This insurance policy has $25 million coverage
through November 17, 2009 for environmental liabilities, with a $500,000
deductible, and will reimburse us for losses related to all known and some
unknown conditions existing prior to our acquisition of the El Dorado refinery.
The first phase of wastewater treatment system upgrades was completed in 2001 at
a cost of $2.6 million with payment apportioned as described above.

On August 18, 2000, we
entered into a Consent Agreement and Final Order of the Secretary with the KDHE
that required the initiation of a wastewater toxicity testing program to
commence upon the completion of the wastewater treatment upgrades described
above. The Company further agreed to undertake a program designed to identify
and remedy any wastewater toxicity non-compliance issues remaining after the
first phase of wastewater treatment system upgrades were completed. Wastewater
toxicity testing subsequent to the commissioning of the upgrades did not confirm
satisfactory, routine compliance with permit limits. As a result, we
submitted,and the KDHE approved, a Toxicity Identification and
Elimination plan that we believe will facilitate resolution of the remaining
wastewater quality concerns. Good progress has since been made toward satisfying
the provisions of the Agreement and we expect to meet all applicable
requirements.

Centennial Pipeline
Regulation. We have a 34.72% undivided ownership interest in the
Centennial pipeline. Conoco Pipe Line Company is the sole operator of the
Centennial pipeline as well as the holder of the remaining ownership interest.
The Centennial pipeline runs approximately 80 miles from Guernsey to Cheyenne,
Wyoming. The Cheyenne refinery receives up to 25,000 barrels per day of crude
oil feedstock through the Centennial pipeline. Under the terms of the operating
agreement for the Centennial pipeline, the costs and expenses incurred to
operate and maintain the Centennial pipeline are allocated to us on a combined
basis, based on our throughput and our ownership interest. The Centennial
pipeline is subject to numerous federal, state and local laws and regulations
relating to the protection of health, safety and the environment. We believe
that the Centennial pipeline is operated in accordance with all applicable laws
and regulations. We are not aware of any material pending legal proceedings to
which the Centennial pipeline is a party.

## Employees

At December 31, 2002, we
employed approximately 736 full-time employees in the refining operations, 66 of
whom were in the Houston and Denver offices, 266 at the Cheyenne refinery, 399
at the El Dorado refinery and 5 at our 50% owned asphalt terminal in Grand
Island, Nebraska. The Cheyenne refinery employees include 94 administrative and
technical personnel and 172 union members. The El Dorado refinery employees
include 126 administrative and technical personnel and 273 union members. The
union members at our Cheyenne refinery are represented by seven bargaining
units, the largest being the Paper, Allied-Industrial, Chemical and Energy
Workers International Union (PACE) and the others being affiliated with the
AFL-CIO. At the Cheyenne refinery, our current contract with PACE expires in
July 2006 while our current contract with the AFL-CIO affiliated unions expires
in June 2009. At the El Dorado refinery, all union members are represented by
PACE and our current contract with PACE expires in January 2006.

RISK FACTORS

We depend upon our
subsidiaries for cash to meet our debt obligations. Our ability to obtain cash
from our subsidiaries may be restricted by our banks.

We are a holding company.
Our subsidiaries conduct all of our consolidated operations and own
substantially all of our consolidated assets. Consequently, our cash flow and
our ability to meet our debt service obligations depend upon the cash flow of
our subsidiaries and the payment of funds by our subsidiaries to us in the form
of dividends, tax sharing payments or otherwise. Their ability to make any
payments will depend on their earnings, the terms of their indebtedness, tax
considerations and legal restrictions. We have no special purpose entities
(SPEs).

Specifically, our
subsidiaries are prohibited from transferring cash in the form of dividends,
loans or advances when there are any cash advances outstanding under the credit
facility or when there is a default or event of default under the credit
facility. The credit facility includes certain financial covenant requirements
relating to our working capital, tangible net worth and earnings before
interest, taxes, depreciation and amortization. Borrowing under the credit
facility also must be reduced to zero for at least five consecutive business
days during each calendar year. If we do not do this, an event of default occurs
under our credit facility. Accordingly, the existence of borrowing or a default
or event of default under our credit facility could adversely affect our ability
to have sufficient cash to pay our obligations.

We have significant
indebtedness that may affect our ability to operate our business.

As of December 31, 2002, we
had $208 million principal amount of total consolidated debt, and we may incur
other indebtedness in the future, including borrowing under our $175 million
credit facility.

Our high level of indebtedness could have important consequences, such as:

| | limiting our ability to obtain additional  financing to fund our working capital,  expenditures,  debt service requirements or
            for other purposes;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | limiting our ability to use operating cash flow in other areas of our business
because we must dedicate a substantial portion of these funds to service debt; 
| | limiting our ability to compete with other companies who are not as highly leveraged; and                                                                     
| | limiting our ability to react to changing  market  conditions,  in our industry and in our customers'  industries and economic
            downturns.         

Our ability to satisfy our
debt obligations will depend upon our future operating performance. Prevailing
economic conditions and financial, business and other factors, many of which are
beyond our control, will affect our ability to make payments on our debt
obligations. If we cannot generate sufficient cash from operations to meet our
other obligations, we may need to refinance or sell assets. Our business may not
generate sufficient cash flow, or we may not be able to obtain sufficient
funding, to make the payments required by all of our debt.

Crude oil prices and
refining margins significantly impact our cash flow and have fluctuated
significantly in the past.

Our cash flow from
operations is primarily dependent upon producing and selling quantities of
refined products at margins that are high enough to cover our fixed and variable
expenses. In recent years, crude oil costs and crack spreads have fluctuated
substantially. Factors that may affect crude oil costs and refined product
prices include:

| | overall demand for crude oil and refined products;                             
|- | -------------------------------------------------------------------------------
| | general economic conditions;                                                   
| | the level of foreign and domestic production of crude oil and refined products;
| | the availability of imports of crude oil and refined products;                 
| | the marketing of alternative and competing fuels; and                          
| | the extent of government regulation.                                           

Crude oil supply contracts
are generally short-term contracts with price terms that change as market prices
change. Our crude oil requirements are supplied from sources that include:

| | major oil companies;            
|- | --------------------------------
| | crude oil marketing companies;  
| | large independent producers; and
| | smaller local producers.        

The prices we receive for our refined products are affected by:

| | global market dynamics;                                                                        
|- | -----------------------------------------------------------------------------------------------
| | product pipeline capacity;                                                                     
| | local market conditions, and                                                                   
| | the level of operations of other refineries in the Plains States and the Rocky Mountain region.

The price at which we can
sell gasoline and other refined products is strongly influenced by the commodity
price of crude oil. Generally, an increase or decrease in the price of crude oil
results in a corresponding increase or decrease in the price of gasoline and
other refined products. However, if crude oil prices increase significantly, our
operating margins would fall unless we could pass along these price increases to
our customers. From time to time, we purchase forward crude oil supply
contracts, have entered into forward product agreements to hedge excess
inventories and for the El Dorado refinery, we have hedged our refined product
margins.

In addition, our refineries
maintain inventories of crude oil, intermediate products and refined products,
the value of each being subject to rapid fluctuations in market prices. We
record our inventories at the lower of cost (as determined on a FIFO basis) or
market price. As a result, a rapid and significant increase or decrease in the
market prices for crude oil or refined products could have a significant
short-term impact on our earnings and cash flow.

Our profitability is
linked to the light/heavy crude oil price spread, which declined during the
first quarter of 2002 and remained low for three quarters in 2002, but began to
widen during the fourth quarter. Light/heavy spreads for 2002 were significantly
lower than in 2001.

Our profitability,
particularly at the Cheyenne refinery, is linked to the price spread between
light and heavy crude oil. We prefer to refine heavy crude oil because it
provides a wider refining margin than light crude does. Accordingly, any
tightening of the light/heavy spread will reduce our profitability. Crude prices
were low at the beginning of 2002 making it uneconomical for companies to
produce heavy crude oil, which sells at a discount to light crude. Although
crude prices rose gradually during 2002, the light/heavy spread only began to
widen again in the fourth quarter. Crude oil prices may not remain at their
current levels and the light/heavy spread may decline again.

External factors beyond our control can cause fluctuations in demand for our products and in our prices and margins, which may
negatively affect income and cash flow.

External factors can also
cause significant fluctuations in demand for our products and volatility in the
prices for our products and other operating costs and can magnify the impact of
economic cycles on our business. Examples of external factors include:

| | general economic conditions;                                                                                                                
|- | --------------------------------------------------------------------------------------------------------------------------------------------
| | competitor actions;                                                                                                                         
| | availability of raw materials;                                                                                                              
| | international events and circumstances; and                                                                                                 
| | governmental regulation in the United States and abroad, including changes in
policies of the Organization of Petroleum Exporting Countries.

Demand for our products is
influenced by general economic conditions. For example, refined product margins
and crude oil differentials in 2001 were at near record levels. After
experiencing such record levels, refined product margins and crude oil
differentials declined substantially in 2002. This decline was attributed to
unusually high prices for oil, reduced market demand for refined products and
greater imports of competitive products, all of which adversely affected our
results of operations in 2002. The existence of similar economic and market
conditions in the future may have a negative impact on our business and
financial results.

Our refineries face
operating hazardsand the potential limits on insurance coverage could
expose us to potentially significant liability costs.

Our operations are subject
to significant interruption and our profitability is impacted if any of our
refineries experiences a major accident or fire, is damaged by severe weather or
other natural disaster, or otherwise is forced to curtail its operations or shut
down. If a pipeline becomes inoperative, crude oil would have to be supplied to
these refineries through an alternative pipeline or from additional tank trucks
to the refinery, which could hurt our business and profitability. In addition, a
major accident, fire or other event could damage a refinery or the environment
or cause personal injuries. If a refinery experiences a major accident or fire
or other event or an interruption in supply or operations, our business could be
materially adversely affected if the damage or liability exceeds the amounts of
business interruption, property, terrorism and other insurance that we maintain
against these risks.

Our refineries consist of
many processing units, a number of which have been in operation for a long time.
One or more of the units may require additional, unscheduled down time, or
turnaround, for unanticipated maintenance or repairs that is more
frequent than our scheduled turnaround for each unit every one to five years.
Scheduled and unscheduled turnarounds could reduce our revenues during the
period of time that our units are not operating.

As our commitment to
Shell under the refined product offtake agreement declines, we will have to find
new customers for the gasoline and diesel fuel produced at the El Dorado
refinery. We may not be able to do this successfully.

In connection with the
purchase of the El Dorado refinery in 1999, we entered into a 15-year refined
product offtake agreement with Shell. Under this agreement, Shell purchases most
of the gasoline and diesel production of the of the El Dorado refinery at
market-based prices. Initially, Shell purchased substantially all of the El
Dorado refinerys production of these products. Beginning in 2000, we
retained and marketed a portion of the refinerys gasoline and diesel
production. This portion has increased and will continue to increase by 5,000
barrels per day each year for ten years, beginning at 5,000 barrels per day in
2000, rising to 50,000 barrels per day by 2009 and remaining at this level
through the term of this agreement. Shell will purchase substantially all
gasoline and diesel production in excess of these amounts. The offtake agreement
also provides for Shell to purchase all jet fuel production from the El Dorado
refinery for five years (through most of 2004). Since we will have to market an
increasing portion of the El Dorado refinerys gasoline and diesel
production over the next ten years, as well as jet fuel after 2004, we will have
to find new customers for these refined products. These customers may be in
markets that we have not previously sold to, and it may be difficult for us to
find customers for these products. If we cannot find customers in locations
convenient to the El Dorado refinery, our revenues and profits may be reduced.

## We face
substantial competition from other refining and pipeline companies.

The refining industry is
highly competitive. Many of our competitors are large, integrated, major or
independent oil companies that, because of their more diverse operations, larger
refineries and stronger capitalization, may be better than we are to withstand
volatile industry conditions, including shortages or excesses of crude oil or
refined products or intense price competition at the wholesale level. Many of
these competitors have financial and other resources substantially greater than
ours.

Our operating results
are seasonal and generally lower in the first and fourth quarters of the year.

Demand for gasoline and
asphalt products is generally higher during the summer months than during the
winter months due to seasonal increases in highway traffic and road construction
work. As a result, our operating results for the first and fourth calendar
quarters are generally lower than for those for the second and third quarters.
Diesel demand has historically been more stable because two major east-west
truck routes and two major railroads cross one of our principal marketing areas.
However, reduced road construction and agricultural work during the winter
months does somewhat depress demand for diesel in the winter months.

Our operations involve
environmental risks that may require us to make substantial capital expenditures
to remain in compliance or that could give rise to material liabilities.

Our results of operations
may be affected by increased costs resulting from compliance with the extensive
environmental laws to which our business is subject and from any possible
contamination of our facilities as a result of accidental spills, discharges or
other releases of petroleum or hazardous substances.

Our operations are subject
to a variety of federal, state and local environmental laws and regulations
relating to the protection of the environment, including those governing the
emission or discharge of pollutants into the air and water, product
specifications and the generation, treatment, storage, transportation and
disposal, or remediation of solid and hazardous waste and materials.
Environmental laws and regulations that affect the operations, processes and
margins for our refined products are extensive and have become progressively
more stringent. Additional legislation or regulatory requirements or
administrative policies could be imposed with respect to our products or
activities. Compliance with more stringent laws or regulations or more vigorous
enforcement policies of the regulatory agencies could adversely affect our
financial position and results of operations and could require us to make
substantial expenditures. For the amount of potential costs associated with such
compliance, see Business-Government Regulation-Environmental
Matters.

Our business is inherently
subject to accidental spills, discharges or other releases of petroleum or
hazardous substances. Past or future spills related to any of our operations,
including our refineries, pipelines or product terminals, may give rise to
liability (including potential cleanup responsibility) to governmental entities
or private parties under federal, state or local environmental laws, as well as
under common law. This may involve contamination associated with facilities we
currently own or operate, facilities we formerly owned or operated and
facilities to which we sent wastes or by-product for treatment or disposal and
other contamination. Accidental discharges could occur in the future, future
action maybe taken in connection with past discharges, governmental agencies may
assess penalties against us in connection with past or future contamination, and
third parties may assert claims against us for damages allegedly arising out of
any past or future contamination. The potential penalties and clean-up costs for
past or future releases or spills, the failure of some prior owners of our
facilities to complete their clean-up obligations, the liability to third
parties for damage to their property, or the need to address newly discovered
information or conditions that may require a response could be significant and
the payment of these amounts could have a material adverse effect on our
business, financial condition and results of operations. For the amount of
potential clean-up costs, see Business-Government Regulation-Environmental
Matters.

We may have labor
relations difficulties with some of our employees represented by unions.

Approximately 59 percent of
our employees were covered by collective bargaining agreements at December 31,
2002. We believe that our current relations with our employees are good.
However, employees may conduct a strike at some time in the future, which may
adversely affect our operations. See Business-Employees.

Terrorist attacks and
threats or actual war may negatively impact our business.

Terrorist attacks in the United
States, as well as events occurring in response to or in connection with them,
including future terrorist attacks against U.S. targets, rumors or threats of
war, actual conflicts involving the United States or its allies, or military or
trade disruptions affecting our suppliers or our customers, may adversely impact
our operations. As a result, there could be delays or losses in the delivery of
supplies and raw materials to us, decreased sales of our products and extension
for time for payment of accounts receivable from our customers.

# AVAILABLE
INFORMATION

We file reports with the
Securities and Exchange Commission (SEC), including annual reports
on Form 10-K, quarterly reports on Form 10-Q and other reports from time to
time. The public may read and copy any materials we file with the SEC at the
SECs Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. We are an electronic filer and the SEC
maintains an Internet site at http://www.sec.gov that contains the
reports, proxy and information statements, and other information filed
electronically.

Our website address is: http://www.frontieroil.com.

We make available free of
charge through our web site, the annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and all amendments to those report as
soon as reasonably practicable after such material is electronically filed with
or furnished to the SEC.

ITEM 2.       PROPERTIES

## Refining
Operations

We own the 125 acre site of
the Cheyenne refinery in Cheyenne, Wyoming and the 1,100 acre site of the El
Dorado refinery in El Dorado, Kansas. The following tables sets forth the
refining operating statistical information on a consolidated basis and for each
refinery for 2002, 2001 and 2000.

## Consolidated:

`Year Ended December 31,                                                       2002          2001           2000
-------------------------------------------------------------------------------------------------------------------
Charges (bpd) (1)
    Light crude                                                                35,684         31,456         35,605
    Heavy and intermediate crude                                              110,372        111,061        105,529
    Other feed and blend stocks                                                17,760         15,538         14,884
                                                                          -----------    -----------    -----------
       Total                                                                  163,816        158,055        156,018

Manufactured product yields (bpd) (2)
    Gasoline                                                                   84,645         78,126         76,795
    Diesel and jet fuel                                                        53,436         51,210         50,924
    Asphalt                                                                     7,437          6,067          7,407
    Chemicals (3)                                                                 369          1,370          1,804
    Other                                                                      14,915         18,416         15,956
                                                                          -----------    -----------    -----------
       Total                                                                  160,802        155,189        152,886

Total product sales (bpd)
    Gasoline                                                                   91,989         83,737         83,070
    Diesel and jet fuel                                                        53,378         51,539         51,568
    Asphalt                                                                     7,490          6,875          6,490
    Chemicals (3)                                                                 439          1,413          1,964
    Other                                                                      13,236         15,536         15,066
                                                                          -----------    -----------    -----------
       Total                                                                  166,532        159,100        158,158

Refinery operating margin information (per sales bbl)
    Refined product revenue                                               $     29.82    $    32.53     $     35.20
    Raw material, freight and other costs (FIFO inventory accounting)           25.71         25.69           30.41
    Refinery operating expenses, excluding depreciation                          2.93          3.27            3.07
    Refinery depreciation                                                         .44           .42             .39
                                                                          -----------    ----------     -----------
       Operating margin                                                   $       .74    $     3.15     $      1.33

Average West Texas Intermediate crude oil price at Cushing, OK            $     26.17    $    26.09     $     31.25

Average sales price (per sales bbl)
    Gasoline                                                              $     33.08    $    35.85     $     38.09
    Diesel and jet fuel                                                         30.35         34.12           37.19
    Asphalt                                                                     21.64         22.81           25.39
    Chemicals (3)                                                               41.68         70.81           70.52
    Other                                                                        9.24         10.21           12.16`

|(1) | Charges are the quantity of crude oil and other feedstock processed through refinery units.                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Manufactured  product yields are the volumes of specification  materials that are obtained through the distilling of crude oil and
       the operations of other refinery process units.                          
|(3) | During 2002, the process of shutting down the phenol and cumene units at El Dorado began and by year-end we had  discontinued  the
       production of phenol and acetone and began producing and selling benzene.

## Cheyenne
Refinery:

`Year Ended December 31,                                                       2002           2001          2000
-------------------------------------------------------------------------------------------------------------------
Charges (bpd) (1)
    Light crude                                                                 4,070          3,390          2,465
    Heavy crude                                                                37,231         32,790         36,568
    Other feed and blend stocks                                                 4,882          4,626          4,996
                                                                          -----------    -----------    -----------
       Total                                                                   46,183         40,806         44,029

Manufactured product yields (bpd) (2)
    Gasoline                                                                   18,196         15,956         17,441
    Diesel                                                                     13,434         12,091         12,542
    Asphalt                                                                     7,437          6,067          7,407
    Other                                                                       5,855          5,590          5,425
                                                                          -----------    -----------    -----------
       Total                                                                   44,922         39,704         42,815

Total product sales (bpd)
    Gasoline                                                                   24,559         21,090         22,492
    Diesel                                                                     13,361         12,031         12,583
    Asphalt                                                                     7,490          6,875          6,490
    Other                                                                       4,243          3,877          4,804
                                                                          -----------    -----------    -----------
       Total                                                                   49,653         43,873         46,369

Refinery operating margin information (per sales bbl)
    Refined product revenue                                               $     29.91    $    32.88     $     34.19
    Raw material, freight and other costs (FIFO inventory accounting)           25.18         24.85           28.51
    Refinery operating expenses, excluding depreciation                          3.02          3.39            2.83
    Refinery depreciation                                                         .83           .85             .73

Average light/heavy crude spread based on delivered
    crude costs (per bbl) (3)                                             $      4.24    $     7.07     $      5.09

Average sales price (per sales bbl)
    Gasoline                                                              $     35.22    $    38.81     $     40.03
    Diesel                                                                      32.16         36.40           39.22
    Asphalt                                                                     21.64         22.81           25.39
    Other                                                                        6.68          7.58            5.61`

|(1) | Charges are the quantity of crude oil and other feedstock processed through refinery units.                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Manufactured  product yields are the volumes of specification  materials that are obtained through the distilling of crude oil and
       the operations of other refinery process units.
|(3) | Average  light/heavy  spread is the discount at which heavy crude oil (gravity is low) sells  compared to the sales price of light
       crude oil (gravity is high).                   

## El Dorado
Refinery:

`Year Ended December 31,                                                       2002           2001          2000
-------------------------------------------------------------------------------------------------------------------
Charges (bpd) (1)
    Light crude                                                                31,614         28,066         33,140
    Heavy and intermediate crude                                               73,141         78,272         68,961
    Other feed and blend stocks                                                12,878         10,912          9,888
                                                                          -----------    -----------    -----------
       Total                                                                  117,633        117,250        111,989

Manufactured product yields (bpd) (2)
    Gasoline                                                                   66,449         62,170         59,354
    Diesel and jet fuel                                                        40,002         39,119         38,382
    Chemicals (3)                                                                 369          1,370          1,804
    Other                                                                       9,061         12,825         10,531
                                                                          -----------    -----------    -----------
       Total                                                                  115,881        115,484        110,071

Total product sales (bpd)
    Gasoline                                                                   67,430         62,646         60,579
    Diesel and jet fuel                                                        40,017         39,508         38,985
    Chemicals (3)                                                                 439          1,413          1,964
    Other                                                                       8,993         11,659         10,262
                                                                          -----------    -----------    -----------
       Total                                                                  116,879        115,226        111,790

Refinery operating margin information (per sales bbl)
    Refined product revenue                                               $     29.78    $    32.40      $    35.62
    Raw material, freight and other costs (FIFO inventory accounting)           25.93         26.01           31.20
    Refinery operating expenses, excluding depreciation                          2.90          3.22            3.17
    Refinery depreciation                                                         .28           .26             .25

WTI/WTS crude spread (per bbl) (4)                                        $      1.36    $     3.10     $      2.06

Average sales price (per sales bbl)
    Gasoline                                                              $     32.30    $    34.85     $     37.37
    Diesel and jet fuel                                                         29.75         33.43           36.53
    Chemicals (3)                                                               41.68         70.81           70.52
    Other                                                                       10.45         11.08           15.22`

|(1) | Charges are the quantity of crude oil and other feedstock processed through refinery units.                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Manufactured  product yields are the volumes of specification  materials that are obtained through the distilling of crude oil and
       the operations of other refinery process units.                          
|(3) | During 2002, the process of shutting down the phenol and cumene units at El Dorado began and by year-end we had  discontinued  the
       production of phenol and acetone and began producing and selling benzene.
|(4) | Average differential between benchmark West Texas intermediate (sweet) and West Texas sour crude oil prices.                                                                                                       

## Other
Properties

We lease approximately
6,500 square feet of office space in Houston for our corporate headquarters
under a six and one half year lease expiring in October 2004. For our refining
operations headquarters, we lease approximately 25,000 square feet in Denver,
Colorado under a four and a half year sublease expiring in December 2006.

ITEM 3.       LEGAL PROCEEDINGS

We are not a party to any
material pending legal proceedings. We are a party to ordinary routine
litigation incidental to our business.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

## PART II

ITEM 5.       MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The registrants
common stock is listed on the New York Stock Exchange under the symbol FTO. The
quarterly high and low sales prices as reported on the New York Stock Exchange,
for 2002 and 2001 are shown in the following table:

`------------------------ ---------------- ----------------
         2002                 High              Low
------------------------ ---------------- ----------------
Fourth quarter                  $ 17.61        $ 10.68
Third quarter                     17.50          11.47
Second quarter                    22.75          14.66
First quarter                     21.90          15.94
------------------------ ---------------- ----------------


         2001                 High              Low
------------------------ ---------------- ----------------
Fourth quarter                  $ 20.25        $ 14.65
Third quarter                     17.00          10.80
Second quarter                    16.75           7.55
First quarter                      8.99           6.38
------------------------ ---------------- ----------------`

The approximate number of holders of record for Frontier Oil Corporation common
stock as of February 28, 2003 was 1,196.

Quarterly cash dividends of $.05 per
share have been declared on the registrants common stock for each quarter
beginning with the quarter ended June 2001
and through the most recent quarter ended December 31, 2002.

Under certain conditions,
the revolving credit facility at the subsidiary level restricts the transfer of
cash in the form of dividends, loans or advances from the operating subsidiary
to the parent holding company.

Equity Compensation Plan Information as of December 31, 2002

`-------------------------------- ----------------------------- ----------------------------- -----------------------------
                                                                                                 Number of securities
                                                                                                 remaining available
                                     Number of securities                                        for future issuance
                                      to be issued upon              Weighted-average                under equity
                                         exercise of                exercise price of             compensation plans
                                     outstanding options           outstanding options,         (excluding securities
                                     warrants and rights           warrants and rights         reflected in column (a))
         Plan Category                       (a)                           (b)                           (c)
-------------------------------- ----------------------------- ----------------------------- -----------------------------
Equity compensation
plans approved by                         2,581,250                       $11.18                       985,650
security holders
-------------------------------- ----------------------------- ----------------------------- -----------------------------

Equity compensation
plans not approved                          0 (1)                          n/a                       681,303 (2)
by security holders
-------------------------------- ----------------------------- ----------------------------- -----------------------------

                 Total                    2,581,250                       $11.18                      1,666,953
-------------------------------- ----------------------------- ----------------------------- -----------------------------`

|(1) | Does not include an aggregate of 294,697 shares of restricted stock granted under the Frontier Oil Corporation Restricted
           Stock Plan which will vest in the years 2003 through 2005.                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Represents 639,303 shares of treasury stock reserved for issuance with respect to grants of restricted stock which may be
           made to employees under the Frontier Oil Corporation Restricted Stock Plan and 42,000 shares of treasury stock reserved
           for issuance with respect to grants of stock which may be made under the 1995 Stock Grant Plan for Non-employee Directors.

The Frontier Oil
Corporation Restricted Stock Plan (the Restricted Stock Plan) is
administered by the Compensation Committee of the Board of Directors. Any key
employee, as determined by the Compensation Committee, is eligible to be granted
shares of restricted stock under the Restricted Stock Plan. Upon delivery of
shares of restricted stock, the participant generally has, subject to the
restrictions contained in his or her award agreement, all rights of a
shareholder, including the right to vote and receive dividends, if any. Shares
granted under the Restricted Stock Plan vest as provided in his or her award
agreement, except that the shares automatically vest upon a change in control of
the Company. Subject to certain exceptions, shares of restricted stock may not
be transferred unless and until the shares have been issued and all restrictions
on the shares have lapsed. The Restricted Stock Plan provides for the grant of
restricted stock to acquire up to 1,000,000 shares.

The Companys 1995
Stock Grant Plan for Non-Employee Directors (the 1995 Plan) is
administered by a committee consisting of directors who are not eligible to
participate in the 1995 Plan. All active members of the Companys Board of
Directors who are not employees of the Company or any of its subsidiaries or
affiliates as of the date of any stock grant are eligible to receive stock under
the 1995 Plan. Under the 1995 Plan, each eligible director is automatically
granted 500 shares of Company common stock, as adjusted for dilutive effects, on
the first day of every fifteenth month commencing April 1, 1995. The 1995 Plan
provides for the grant of up to 60,000 shares of stock and will terminate on
December 31, 2004, if not terminated earlier.

ITEM 6.     SELECTED FINANCIAL DATA

## FIVE YEAR
FINANCIAL DATA

`(in thousands except per share)                            2002           2001           2000        1999 (1)        1998
-------------------------------------------------------------------------------------------------------------------------------
Revenues                                                  $1,813,750     $1,888,401    $2,045,157      $503,600       $299,368
Operating income (loss)                                       27,899        164,100        70,655        (5,249)        25,700
Income (loss) before extraordinary item                        1,028        107,653        37,206       (17,061)        18,818
Extraordinary loss, net of taxes                                   -              -             -             -          3,013
Net income (loss)                                              1,028        107,653        37,206       (17,061)        15,805
Basic earnings (loss) per share:
    Before extraordinary item                                   0.04           4.12          1.36         (0.62)          0.67
    Net income (loss)                                           0.04           4.12          1.36         (0.62)          0.56
Diluted earnings (loss) per share:
    Before extraordinary item                                   0.04           4.00          1.34         (0.62)          0.65
    Net income (loss)                                           0.04           4.00          1.34         (0.62)          0.55
Net cash (used in) provided by operating activities           50,822        138,575        66,346       (11,332)        31,263
Net cash used in investing activities                        (37,117)       (22,824)      (12,688)     (181,703)       (16,763)
Net cash provided by (used in) financing activities           (5,336)       (76,202)      (27,557)      197,791         (2,646)
Working capital                                              108,253        109,064        43,610        24,832         30,125
Total assets                                                 628,877        581,746       588,213       521,493        182,026
Long-term debt                                               207,966        208,880       239,583       257,286         70,000
Shareholders' equity                                         168,258        169,204        81,424        50,681         70,353
Capital expenditures                                          37,117         22,824        12,688       181,703         16,763
Dividends declared per common share                             0.20           0.15             -             -              -
EBITDA (2)                                                    55,231        189,110        93,662         7,799         33,397
-------------------------------------------------------------------------------------------------------------------------------`

|(1) | Includes El Dorado  Refinery  financial  data from November 17, 1999.  Capital  expenditures  in 1999 included the purchase of
       the El Dorado Refinery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | EBITDA represents income before interest expense,  interest income,  income tax, and depreciation and amortization.  EBITDA is
       not a calculation based upon generally accepted accounting  principles;  however, the amounts included in the EBITDA calculation
       are derived from amounts included in the consolidated  financial  statements of the Company.  EBITDA should not be considered as
       an alternative to net income or operating income, as an indication of operating  performance of the Company or as an alternative
       to operating cash flow as a measure of liquidity.  EBITDA is not  necessarily  comparable to similarly  titled measures of other
       companies.  EBITDA is presented here because it enhances an investor's  understanding of Frontier's ability to satisfy principal
       and  interest  obligations  with  respect to  Frontier's  indebtedness  and to use cash for other  purposes,  including  capital
       expenditures.  EBITDA is also used for internal analysis and as a basis for financial  covenants.  Frontier's EBITDA for each of
       the years in the five-year period ended December 31, 2002 is reconciled to net income as follows:

`2002         2001         2000         1999         1998
                                                             ----------- ------------- ------------ ------------ -----------
                                                                                     (in thousands)
Net income (loss)                                                $1,028      $107,653      $37,206     ($17,061)    $15,805
Add provision for income taxes                                    1,060        28,073        2,075        1,865         150
Add interest expense and other financing costs                   27,613        31,146       34,738       11,447       8,232
Subtract interest income                                         (1,802)       (2,772)      (3,364)      (1,500)     (1,500)
Add depreciation and amortization                                27,332        25,010       23,007       13,048      10,710
                                                             ----------- ------------- ------------ ------------ -----------
EBITDA                                                          $55,231      $189,110      $93,662       $7,799     $33,397
                                                             =========== ============= ============ ============ ===========`

## FIVE YEAR OPERATING
DATA

`2002         2001        2000       1999 (1)       1998
-----------------------------------------------------------------------------------------------------------------
Charges (bpd) (2)
    Light crude                                         35,684      31,456       35,605       10,250       2,174
    Heavy crude (3)                                    110,372     111,061      105,529       39,315      32,303
    Other feed and blend stocks                         17,760      15,538       14,884        7,589       5,909
                                                        ------      ------       ------        -----       -----
        Total charges                                  163,816     158,055      156,018       57,154      40,386
Manufactured product yields (bpd) (4)
    Gasoline                                            84,645      78,126       76,795       24,923      15,738
    Diesel and jet fuel                                 53,436      51,210       50,924       17,340      13,097
    Chemicals (5)                                          369       1,370        1,804          232           -
    Asphalt and other                                   22,352      24,483       23,363       12,982      10,236
                                                        ------      ------       ------       ------      ------
         Total manufactured product yields             160,802     155,189      152,886       55,477      39,071
Product sales (bpd)
    Gasoline                                            91,989      83,737       83,070       29,728      21,421
    Diesel and jet fuel                                 53,378      51,539       51,568       17,156      12,484
    Chemicals (5)                                          439       1,413        1,964           44           -
    Asphalt and other                                   20,726      22,411       21,556       10,965       8,797
                                                        ------      ------       ------       ------       -----
        Total product sales                            166,532     159,100      158,158       57,893      42,702
Average sales price (per bbl)
    Gasoline                                            $33.08      $35.85       $38.09       $26.61      $21.52
    Diesel and jet fuel                                  30.35       34.12        37.19        25.92       19.90
    Chemicals (5)                                        41.68       70.81        70.52        57.50           -
    Asphalt and other                                    13.72       14.07        16.14        12.36       12.07
Refinery operating margin information (per sales bbl)
    Refined product revenue                             $29.82      $32.53       $35.20       $23.73      $19.10
    Raw material, freight and other costs                25.71       25.69        30.41        20.31       13.33
    Operating expenses excluding depreciation             2.93        3.27         3.07         2.71        3.02
    Refinery depreciation                                 0.44        0.42         0.39         0.61        0.68

Average light/heavy spread based on delivered crude
      costs for the Cheyenne Refinery (per bbl) (6)      $4.24       $7.07        $5.09        $2.17       $4.15
Average WTI/WTS crude oil spread (per bbl) (7)           $1.36       $3.10        $2.06          n/a         n/a
-----------------------------------------------------------------------------------------------------------------`

|(1) | Includes El Dorado Refinery operating data from the date of acquisition, November 17, 1999.                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Charges are the quantity of crude oil and other feedstock processed through refinery units.                                                                                                                                       
|(3) | Includes intermediate varieties of crude oil used by the El Dorado Refinery.                                                                                                                                                      
|(4) | Manufactured  product yields are the volumes of  specification  materials that are obtained  through the distilling of crude oil
       and the operations of other refinery process units.                                       
|(5) | During  2002,  the  process of  shutting  down the  phenol and cumene  units at El Dorado  began and by  year-end  Frontier had
       discontinued the production of phenol and acetone, and began producing and selling benzene.
|(6) | Average  light/heavy  spread is the  discount  at which heavy  crude oil  (gravity is low) sells  compared to the sales price of
       light crude oil (gravity is high).                                                        
|(7) | Average differential between benchmark West Texas intermediate (sweet) and West Texas sour crude oil prices.                                                                                                                      

ITEM 7.       MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

## General

The terms
Frontier and we refer to Frontier Oil Corporation and
its subsidiaries. Frontier operates refineries (the Refineries) in
Cheyenne, Wyoming and El Dorado, Kansas with a combined crude oil capacity of
156,000 barrels per day. The Company focuses its marketing efforts in the Rocky
Mountain and Plains States regions of the United States. The Company purchases
the crude oil to be refined and markets the refined petroleum products produced,
including various grades of gasoline, diesel fuel, jet fuel, asphalt and
chemicals.

## Results of
Operations

2002
Compared with 2001. We had net income for the year ended December 31, 2002
of $1.0 million, or $.04 per diluted share, compared to net income of $107.7
million, or $4.00 per diluted share, for 2001. The 2002 decrease in net income
of $106.7 million is primarily the result of a combined decrease in revenue,
while raw material, freight and other costs increased.

Operating
income decreased $136.2 million from $164.1 million for the year ended December
31, 2001 to $27.9 million for the year ended December 31, 2002 due to decreases
in refined product revenues of $76.6 million, increases in raw material, freight
and other costs of $70.8 million, an increase in depreciation of $2.3 million
and a $.4 million impairment loss on asset held for sale in 2002 offset by an
increase in other income of $2.0 million and decreases in refinery operating
expenses, excluding depreciation, of $11.6 million and selling and general,
excluding depreciation, costs of $.3 million. The major factors affecting
operating income were lower light product margins in 2002 compared to 2001 and
decreases in both the light/heavy (the discount at which heavy crude oil sells
compared to the sales price of light crude oil) and WTI/WTS (the difference
between West Texas Intermediate and West Texas Sour crude oil prices) crude
spreads, offset by a positive inventory valuation impact during the year ended
December 31, 2002 as a result of rising crude oil and product prices.

Refined
product revenues decreased $76.6 million or 4% for the year ended December 31,
2002 compared to 2001 due to decreased sales prices and lower light product
margins. Average gasoline prices decreased from $35.85 per sales barrel in 2001
to $33.08 per sales barrel in 2002. Sales volumes of gasoline increased 8,252
barrels per day from 83,737 barrels per day during 2001 to 91,989 barrels per
day in 2002. Average diesel and jet fuel prices decreased from $34.12 per sales
barrel in 2001 to $30.35 per sales barrel during 2002. Sales volumes of diesel
and jet fuel increased 1,839 barrels per day from 51,539 barrels per day during
2001 to 53,378 barrels per day in 2002. Total product sales volumes overall
increased 5% from 159,100 barrels per day in 2001 to 166,532 barrels per day in
2002. Manufactured product yields (yields) are the volumes of
specification materials that are obtained through the distilling of crude oil
and the operations of other refinery process units. Yields of gasoline increased
6,519 barrels per day or 8% from 78,126 barrels per day in 2001 to 84,645
barrels per day in 2002 while yields of diesel and jet fuel increased 2,226
barrels per day or 4% from 51,210 barrels per day in 2001 compared to 53,436
barrels per day in 2002. El Dorado gasoline yields improved in 2002 due to
diverting feedstocks previously used in the phenol and cumene units. The primary
reason for the lower volumes in sales and yields in 2001 was the major
turnaround, or planned maintenance, at the El Dorado Refinery which commenced in
mid-March 2001 and was completed in mid-April 2001. Despite a major turnaround
at the Cheyenne Refinery during March and April 2002, refinery yields and sales
for the year ended December 31, 2002 increased from the same period in 2001 due
to the benefit of the increased crude capacity from 41,000 barrels per day to
46,000 barrels per day which was completed during latter 2001 and early 2002.
The Cheyenne Refinery throughput and resulting yields in the early part of 2001
was constrained by asphalt inventory storage availability.

Other
revenues increased $2.0 million to income of $1.1 million for the year ended
December 31, 2002 compared to a loss of $832,000 for the same period in 2001 due
to $108,000 in futures trading net gains in 2002 compared to $2.0 million
futures trading net losses in 2001 (see Price Risk Management
Activities).

Raw
material, freight and other costs include crude oil and other raw materials
utilized in the refining process, purchased products and blendstocks, freight
costs for FOB destination sales, as well as the impact of changes in inventory
under FIFO inventory accounting. Raw material, freight and other costs increased
$70.8 million or $.02 per sales barrel from 2001 due to higher average crude oil
prices offset by inventory gains from rising prices during the year. For the
year ended December 31, 2002, we realized a decrease in raw material, freight
and other costs as a result of inventory gains of approximately $19.0 million
after tax ($30.6 million pretax, comprised of $10.7 million at the Cheyenne
refinery and $19.9 million at the El Dorado refinery) because of the increasing
crude oil prices. The price of crude oil on the New York Mercantile Exchange
increased through 2002 from $19.84 per barrel to $31.20 per barrel. For the year
ended December 31, 2001, we realized an increase in raw material, freight and
other costs as a result of inventory losses of approximately $28.9 million after
tax ($41.4 million pretax, comprised of $8.9 million at the Cheyenne refinery
and $32.5 million at the El Dorado refinery) because of decreasing crude oil
prices. The Cheyenne refinery raw material, freight and other costs of $25.18
per sales barrel increased from $24.85 per sales barrel in 2001 due to higher
crude oil prices and a reduced light/heavy spread offset by a positive inventory
valuation impact as a result of increasing crude oil and product prices. The
heavy crude oil utilization rate at the Cheyenne Refinery expressed as a
percentage of the total crude oil charge decreased to 90% in the year ended
December 31, 2002 from 91% in 2001 as we utilized slightly more light crude oil
due to the depressed light/heavy crude oil spread. The light/heavy spread for
the Cheyenne Refinery averaged $4.24 per barrel compared to $7.07 per barrel in
2001. The El Dorado Refinery raw material, freight and other costs of $25.93 per
sales barrel decreased from $26.01 per sales barrel in 2001 due to slightly
higher average crude oil prices more than offset by the inventory gains from
rising prices during the year. The WTI/WTS crude spread decreased from an
average of $3.10 per barrel in 2001 to $1.36 per barrel in 2002.

Refinery
operating expenses, excluding depreciation, includes both the variable costs
(including energy and utilities) and the fixed costs (salaries, taxes,
maintenance costs and other) of operating the refineries. Refinery operating
expense, excluding depreciation, was $178.3 million or $2.93 per sales barrel in
2002 compared to $189.9 million or $3.27 per sales barrel in 2001. The Cheyenne
Refinery operating expense, excluding depreciation, per sales barrel decreased
$.37 to $3.02 per sales barrel in 2002 due to more sales volumes. The El Dorado
Refinery operating expense, excluding depreciation, was $2.90 per sales barrel
in 2002 decreasing from $3.22 per sales barrel in 2001 due to lower natural gas
costs and more sales volumes.

Selling
and general expenses, excluding depreciation, decreased $.3 million or 2% for
the year ended December 31, 2002 because of decreased salaries and benefits due
to bonuses not being accrued this year partially offset by increased engineering
consulting services and travel costs.

Depreciation
increased $2.3 million or 9% for the year ended December 31, 2002 as compared to
2001 because of increases in capital investment.

The
interest expense decrease of $3.5 million or 11% for the year ended December 31,
2002 was attributable to repurchases of 9-1/8% Senior Notes and 113⁄4% Senior
Notes during 2001, less interest expense on the revolving credit facility due to
lower borrowing rates and capitalized interest in 2002. Interest income
decreased by $.9 million or 35% for the year ended December 31, 2002 compared to
2001 due to lower available investing interest rates offset by more cash
available to invest. Average debt decreased to $246.1 million for the year ended
December 31, 2002 from $255.3 million for the year ended December 31, 2001.

Our
effective income tax rate for the book provision of income taxes for the year
ended December 31, 2002, of 50.8% is greater than our current estimated
statutory rate of 38.25% primarily due to one-time adjustments for permanent
book versus tax differences and an increase in the state deferred income tax
provision due to a revised estimate of state apportionment factors based on
actual 2002 allocation factor data. An $83,000 Canadian income tax payment for
an audit settlement related to our Canadian oil and gas operations (sold in June
1997) also increased our income tax provision in 2002.

2001
Compared with 2000. We had net income for the year ended December 31, 2001
of $107.7 million, or $4.00 per diluted share, compared to net income of $37.2
million, or $1.34 per diluted share, for 2000. The 2001 increase in net income
of $70.5 million is primarily the result of reduced raw material, freight and
other costs due to lower crude oil prices, offset somewhat by a corresponding
reduction in the average sales price.

Operating
income increased $93.4 million in 2001 versus 2000 due to a decrease in raw
material, freight and other costs of $268.5 million offset by a decrease in
refined product revenues of $148.6 million, a decrease in other income of $8.2
million and increases in refinery operating expenses, excluding depreciation, of
$12.1 million, selling and general costs, excluding depreciation, of $4.2
million and depreciation of $2.0 million. The major factors affecting operating
income were improved light product margins offset by a negative inventory
valuation impact from declining crude oil prices.

Refined
product revenues decreased $148.6 million or 7% for the year ended December 31,
2001 compared to 2000 due to decreased sales prices. Average gasoline prices
decreased $2.24 per sales barrel from $38.09 per sales barrel in 2000 to $35.85
per sales barrel in 2001. Gasoline sales volumes increased to 83,737 barrels per
day during 2001 from 83,070 barrels per day during 2000. Average diesel and jet
fuel prices decreased from $37.19 per sales barrel in 2000 to $34.12 per sales
barrel in 2001. Sales volumes for diesel and jet fuel decreased only slightly
from 51,568 barrels per day in 2000 to 51,539 barrels per day in 2001.Yields of
gasoline increased 1,331 barrels per day or 2% from 76,795 barrels per day in
2000 to 78,126 barrels per day in 2001 while yields of diesel and jet fuel
increased 286 barrels per day or 1% from 50,924 barrels per day in 2000 to
51,210 barrels per day in 2001.

Other
revenues decreased $8.2 million to a loss of $832,000 for the year ended
December 31, 2001 compared to the same period in 2000 due to a $1.9 million
realized futures trading net losses in 2001 compared to a $4.6 million futures
trading net gain in 2000. Other revenues in 2000 also included $1.1 million
proceeds from the sale of excess catalyst platinum from the El Dorado Refinery,
insurance proceeds of $300,000, which was related to a business interruption at
the El Dorado Refinery in 2000, and sulfur credit sales of $230,000.

Raw
material, freight and other costs include crude oil and other raw materials
utilized in the refining process, purchased products and blendstocks, freight
costs for FOB destination sales, as well as the impact of changes in inventory
under FIFO inventory accounting. Raw material, freight and other costs of
$1,491.8 million in 2001 decreased 16% per sales barrel or $4.72 per sales
barrel in 2001 primarily due to lower crude oil prices. The price of crude oil
on the New York Mercantile Exchange declined through 2001 from $26.80 per barrel
to $19.84 per barrel. For the year ended December 31, 2001, we realized an
increase in raw material, freight and other costs as a result of inventory
losses of approximately $28.9 million after tax ($41.4 million pretax.comprised
of $8.9 million at the Cheyenne refinery and $32.5 million at the El Dorado
refinery) because of decreasing crude oil prices. For the year ended December
31, 2000, we realized a decrease in raw material, freight and other costs from
inventory gains of approximately $18.7 million after tax ($19.2 million pretax
comprised of $2.3 million at the Cheyenne refinery and $16.9 million at the El
Dorado refinery) from rising crude oil prices. The Cheyenne Refinery raw
material, freight and other costs of $24.85 per sales barrel decreased from
$28.51 per sales barrel in 2000 due to lower crude oil prices and an increased
light/heavy spread. The heavy crude oil utilization rate at the Cheyenne
Refinery expressed as a percentage of the total crude oil charge decreased to
91% in the year ended December 31, 2001 from 94% in 2000 due to fulfilling light
crude oil purchase contracts while reducing spot purchases of heavy crude oil
during the fall 2001 crude unit turnaround. The light/heavy spread for the
Cheyenne Refinery averaged $7.07 per barrel compared to $5.09 per barrel in
2000. The El Dorado Refinery raw material, freight and other costs of $26.01 per
sales barrel decreased from $31.20 per sales barrel in 2000 due to lower crude
oil prices. The WTI/WTS crude spread increased from an average of $2.06 per
barrel in 2000 to $3.10 per barrel in 2001.

Refinery
operating expenses, excluding depreciation, include both the variable costs
(including energy and utilities) and the fixed costs (salaries, taxes,
maintenance costs and other) of operating the refineries. Refinery operating
expense, excluding depreciation, was $189.9 million or $3.27 per sales barrel in
2001 compared to $177.9 million or $3.07 per sales barrel in 2000. The Cheyenne
Refinery operating expense, excluding depreciation, per sales barrel increased
$.56 to $3.39 per sales barrel in 2001 due to higher maintenance and turnaround
costs and reduced yields and sales volumes due to the fall crude unit turnaround
and higher natural gas costs early in the year. The El Dorado Refinery operating
expense, excluding depreciation, was $3.22 per sales barrel in 2001 increasing
from $3.17 per sales barrel in 2000 due to higher natural gas costs early in the
year, electrical costs, and chemical and additive costs offset by more yields
and sales volumes.

Selling
and general expenses, excluding depreciation, increased $4.2 million or 32% for
the year ended December 31, 2001 because of increased compensation, mainly
bonuses, personnel, and other costs, particularly travel, relating to the
operation of multiple locations.

Depreciation
increased $2.0 million or 9% for the year ended December 31, 2001 as compared to
2000 because of increases in capital investment.

The
interest expense decrease of $3.6 million or 10% for the year ended December 31,
2001 was attributable to the reduction of debt including repurchases of 9-1/8%
Senior Notes and 113⁄4% Senior Notes during 2001 and 2000 and lower borrowing
rates, balances and fees on the revolving credit facility. Interest income
decreased by $.6 million or 18% for the year ended December 31, 2001 compared to
2000 due to lower available investing interest rates offset by more available
cash to invest. Average debt decreased to $255.3 million for the year ended
December 31, 2001 from $295.7 million for the year ended December 31, 2000.

Our
effective income tax rate for the book provision of income taxes for the year
ended December 31, 2001 of approximately 21% was greater than the effective tax
rate for the year ended December 31, 2000 of 5% due to the unanticipated
increase in pretax income in 2001 which resulted in the utilization of our
deferred tax assets (primarily federal net operating loss carryforwards) in
mid-2001 for which we had previously provided a valuation allowance.

## Liquidity and
Capital Resources

Net cash provided by
operating activities was $50.8 million for the year ended December 31, 2002
while $138.6 million cash was provided by operating activities for the year
ended December 31, 2001. The most significant decrease from cash provided by
operating activities was the decrease in operating income due to the lower
product margins and decreases in the crude spreads discussed above. Working
capital changes provided $17.8 million of cash flows in 2002 while using $6.5
million of cash flows in 2001.

At December 31, 2002, we
had $112.4 million of cash and cash equivalents, working capital of $108.3
million and an $88.2 million borrowing base availability for additional
borrowings under our revolving credit facility.

On November 5, 1999, we
issued $190 million principal amount of 113⁄4% Senior Notes due 2009. The
Notes were issued at a price of 98.562%. Net proceeds of the offering were
approximately $181.0 million. We used the net proceeds to fund the $170 million
purchase price of the El Dorado Refinery and for general corporate purposes.
During 2001 and 2000, we purchased $6.5 million and $13.0 million principal
amount, respectively, of the 113⁄4% Senior Notes and are holding them as
treasury notes, the accounting for which reduced debt.

During 2002, 2001 and 2000,
we purchased $1.1 million, $24.4 million and $5.0 million principal amount,
respectively, of the 9-1/8% Senior Notes and are holding them as treasury notes.
The accounting for which reduced debt. The 9-1/8% Senior Notes were issued in
1998.

On September 1, 1998, we
announced that the Board of Directors had approved a stock repurchase program of
up to three million shares of common stock. In late 2000, the Board of Directors
increased this amount to a total of four million shares and in June 2001
authorized an additional two million shares to bring the total authorization to
six million shares, which may be purchased and held as treasury shares. In 1998,
469,700 shares of common stock were purchased for $2.3 million and in 1999,
627,700 shares of common stock were purchased for $3.4 million. In 2000,
1,393,696 shares of common stock were purchased for approximately $9.2 million,
of which 1,248,500 shares were purchased on the open market. In 2001, 1,850,970
shares were purchased for approximately $22.6 million, of which 1,774,400 were
purchased on the open market. In 2002, we completed the purchase, committed to
at December 31, 2001, of another 25,300 shares for $416,000. During the year
ended 2002, we did not initiate any additional purchases of common stock under
the stock repurchase programs, however we did acquire 19,041 shares of stock
from employees to cover their withholding taxes on shares of restricted stock
which vested during the year.

Capital expenditures for
2002 were $37.1 million, which included the $7.5 million El Dorado earn-out
payment accrued as of December 31, 2001. We reduced our originally planned total
capital expenditures in 2002 due to reevaluating the economics of the previously
announced heavy crude oil expansion at the El Dorado Refinery. Due to
anticipated cost and market conditions, we reached a decision in the fourth
quarter of 2002 to cancel this project and $2.4 million previously recorded as
capital expenditures was expensed.

Capital expenditures for
2001 were $22.8 million. Capital expenditures of approximately $41.0 million are
planned for 2003, which includes nearly $14.0 million for the low sulfur
gasoline project at Cheyenne. The additional $27.0 million of capital
expenditures consists of $13.6 million of sustaining capital (including safety,
environmental and operational projects), $6.9 million of growth, strategic and
profitability projects, $3.3 million of information technology projects and $3.2
million of small capital and other projects at both the Cheyenne and El Dorado
refineries. The $41.0 million expenditures planned for 2003 does not include any
amount for an El Dorado earn-out payment, as none was earned in 2002. The
planned capital expenditures in excess of $35.0 million will be subject to bank
approval under our revolving credit facility or we have the option to lease a
portion of the equipment required for the low sulfur gasoline project.

Under the provisions of the
purchase agreement for our El Dorado Refinery, we have made, or may be required
to make, contingent earn-out payments for each of the years 2000 through 2007
equal to one-half of the excess over $60 million per year of the El Dorado
Refinerys revenues less its material costs and operating costs, other than
depreciation. The total amount of these contingent payments is capped at $40
million, with an annual cap of $7.5 million. Any contingency payment will be
recorded when determinable. Such contingency payments, if any, will be recorded
as additional acquisition cost. No contingent earn-out payment will be required
based on 2002 results. A contingent earn-out payment of $7.5 million was
required based on 2001 results and was accrued as of December 31, 2001 and paid
in early 2002. No contingent earn-out payment was required based on 2000
results.

As of December 31, 2002, we
have $208.0 million of total consolidated debt and shareholders equity of
$168.3 million. For 2003, we anticipate that cash generated from operating
activities may have to be supplemented with a portion of our current cash
balance to meet our 2003 capital investment plans and debt obligations.
Operating cash flows are affected by crude oil and refined product prices and
other risks as discussed in Market Risks below.

Under certain conditions,
the revolving credit facility, which is at the subsidiary level, restricts the
transfer of cash in the form of dividends, loans or advances from the operating
subsidiary to the parent holding company. We do not believe these restrictions
limit our current operating plans. Our refining revolving credit facility was
amended, effective September 23, 2002 to allow for capital expenditures of up to
$35.0 million cash in any calendar year, in addition to any El Dorado earn-out
payments required. We are in compliance with the financial covenants as of
December 31, 2002.

Our Board of Directors
declared quarterly cash dividends in December 2001, March 2002, June 2002 and
September 2002 of $.05 per share which were paid in January 2002, April 2002,
July 2002 and October 2002, respectively. The total paid out for dividends in
2002 was $5.2 million. In addition, our Board of Directors declared a quarterly
cash dividend of $.05 per share in December 2002, to be paid on January 13, 2003
to shareholders of record on December 27, 2002. The total cash required for this
dividend is approximately $1.3 million and was accrued at year-end.

## Contractual
Cash Obligations

The table below lists the
contractual cash obligations we have by period. These items include our
long-term debt based on their maturity dates, our operating lease commitments
and our commitment for crude oil pipeline capacity. We have contracted for
pipeline capacity into 2012 on the Express Pipeline from Hardisty, Alberta to
Guernsey, Wyoming at which we then have pipeline access to take the crude oil to
our Cheyenne, Wyoming Refinery. Our 15-year contract, which began in 1997, is
for an average 13,800 barrels per day, however we were allowed to assign a
portion of our capacity in earlier years for additional capacity in later years,
thus our remaining commitments range from 16,600 barrels per day in 2003,
increasing to a high of 22,600 barrels per day in 2006 and then are reduced back
down to 13,800 barrels per day through the remainder of the contract. Our crude
oil supply agreement with Baytex Marketing Ltd. (Baytex) includes an
assignment of a portion of our pipeline capacity obligation to them. The amounts
shown below for pipeline capacity contractual obligations are net of $37.0
million, the approximate cost of the pipeline capacity assigned to Baytex for
the initial term of that agreement. Our operating leases include building,
equipment, aircraft and vehicle leases which expire from 2002 through 2008, as
well as an operating sublease for the use of the cogeneration facility at our El
Dorado Refinery. The noncancellable sublease, entered into in connection with
the acquisition of our El Dorado Refinery in 1999, expires in 2016 with an
option to allow us to renew the sublease for an additional eight years. At the
end of the renewal sublease term we have the option to purchase the cogeneration
facility for the greater of fair value or $22.3 million.

`----------------------------- ---------------------------------------------------------------------------------------
Contractual Obligation                                   Payments due by Period (in thousands)
----------------------------- ---------------------------------------------------------------------------------------

                              Total        Within 1 year    Within 2 - 3 years     Within 4 -5 years   After 5 years
----------------------------- ------------ ---------------- ---------------------- ------------------- --------------
Long-term Debt                $  209,924   $         -        $       -              $  39,475           $  170,449
----------------------------- ------------ ---------------- ---------------------- ------------------- --------------
Operating Leases                 103,262        10,430           19,482                 16,444               56,906
----------------------------- ------------ ---------------- ---------------------- ------------------- --------------
Pipeline Capacity                 28,923         1,560            1,111                    284               25,968
----------------------------- ------------ ---------------- ---------------------- ------------------- --------------
  Total Contractual Cash      $  342,109   $    11,990        $  20,593              $  56,203           $  253,323
----------------------------- ------------ ---------------- ---------------------- ------------------- --------------`

## Environmental

See Government RegulationEnvironmental Matters in Part I, Item 1.

## Significant
Accounting Policies

Refined Product  Revenues.  Revenues from sales of refined products are earned and realized upon transfer of title to
the customer based on the contractual terms
of delivery.  Title primarily transfers at the refinery or terminal when the refined product is loaded into the common carrier
pipelines, trucks or railcars (free on board origin).  In some situations, title transfers at the customers destination (free on
board destination).

Property, Plant and
Equipment. We record property, plant and equipment at cost and depreciate
the asset or groups of assets using the straight-line method over the estimated
useful lives. The estimated useful lives are:

`Refinery plant and equipment....................   5 to 20 years
       Pipeline and pumps..............................  10 to 20 years
       Furniture, fixtures and other...................   3 to 10 years`

We review long-lived assets
for impairments whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. If the undiscounted future
cash flows of an asset to be held and used in operations is less than the
carrying value, we would recognize a loss for the difference between the
carrying value and fair value. When fair values are not available, the Company
estimates fair value based on a discounted cash flow analysis. We capitalize
interest on debt incurred to fund the construction of significant assets.

Turnarounds.  Normal  maintenance  and repairs are  expensed as  incurred.  The costs for  turnarounds  (scheduled  and required
shutdown of refinery  operating units for significant  overhaul and  refurbishment)  are ratably accrued over the period from the prior
turnaround  to the next  scheduled  turnaround.  These  accruals  are  included  in our  consolidated  balance  sheet  in the  Accrued
turnaround cost and Long-term accrued  turnaround cost. The turnaround  accrual expenses are included in "Refining  operating costs"
in our consolidated  statements of operations.  Turnaround  costs include  contract  services,  materials and rental  equipment.  Major
improvements are capitalized and the assets replaced are retired.

Inventories.  Inventories  of crude oil,  unfinished  products and all finished  products are recorded at the lower of cost on a
first in,  first out  (FIFO)  basis or  market.  Crude oil  includes  both  domestic  and  foreign  crude oil  volumes  at its cost and
associated  freight and other cost.  Unfinished  products  (work in process)  include any crude oil which has entered into the refining
process,  and other feedstocks that are not finished as far as refining  operations are concerned.  These include  unfinished  gasoline
and diesel,  blendstocks and other feedstocks.  Finished product inventory  includes saleable gasoline,  diesel,  jet fuel,  chemicals,
asphalt and other finished  products.  Unfinished and finished  products  inventory  values have both  components of raw material,  the
associated raw material  freight and other costs,  and direct  refinery  operating  expense  allocated when refining begins relative to
their  proportionate  market values.  Refined product  exchange  transactions  are considered  asset  exchanges with deliveries  offset
against  receipts.  The net exchange  balance is included in inventory.  Inventories  of materials  and supplies and process  chemicals
are recorded at the lower of average cost or market.

Income Taxes. We
account for income taxes under the provisions of Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.
SFAS No. 109 requires the asset and liability approach for accounting for income
taxes. Under this approach, deferred tax assets and liabilities are recognized
based on anticipated future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and their
respective tax bases.

Environmental
Expenditures. Environmental expenditures are expensed or capitalized based
upon their future economic benefit. Costs which improve a propertys
pre-existing condition and costs which prevent future environmental
contamination are capitalized. Remediation costs related to environmental damage
resulting from operating activities subsequent to acquisition are expensed.
Liabilities for these expenditures are recorded when it is probable that
obligations have been incurred and the amounts can be reasonably estimated.

## New Accounting
Pronouncements

In June 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS No. 142,  Goodwill and Other Intangible  Assets.
SFAS No. 142 addresses financial  accounting and reporting for acquired goodwill and other intangible assets and supersedes  Accounting
Principles Board (APB) Opinion No. 17,  Intangible  Assets.  SFAS No. 142 addresses how intangible  assets that are acquired should
be accounted for in financial  statements upon their  acquisition and also addresses how goodwill and other intangible assets should be
accounted  for after they have been  initially  recognized in the financial  statements.  We adopted SFAS No. 142 effective  January 1,
2002.  The adoption did not have any impact on our financial condition or results of operations.

In June 2001, the FASB
issued SFAS No. 143, Accounting for Asset Retirement Obligations.
This statement provides accounting and disclosure requirements for retirement
obligations associated with long-lived assets and is effective January 1, 2003.
SFAS No. 143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred with the
associated asset retirement costs being capitalized as a part of the carrying
amount of the long-lived asset. SFAS No. 143 also includes disclosure
requirements that provide a description of asset retirement obligations and
reconciliation of changes in the components of those obligations. We have
potential asset retirement obligation (ARO) liabilities related to
our Refineries as a result of environmental and other legal requirements. Any
ARO liability is not currently estimatable as to amount and timing, but we will
continue to monitor and evaluate our potential AROs. In the event that we decide
to cease the use of a particular refinery, an ARO liability would be recorded at
that time. We do not expect the adoption of SFAS No. 143 to have a material
impact on our current financial condition or results of operations.

In August 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No. 144 addresses the accounting and reporting for
the impairment or disposal of long-lived assets and supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of  and APB Opinion No. 30, Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. SFAS No. 144 establishes one accounting model for long-lived
assets to be disposed of by sale as well as resolve implementation issues
related to SFAS No. 121. We adopted SFAS No. 144 effective January 1, 2002. The
adoption did not have any impact on our financial condition or results of
operations.

The Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants
has issued an exposure draft of a proposed Statement of Position
(SOP) entitled Accounting for Certain Costs and Activities
Related to Property, Plant and Equipment. If adopted as proposed, this SOP
would require companies to expense as incurred turnaround costs, defined as
the non-capital portion of major maintenance costs. Adoption of the
proposed SOP would also require that any existing turnaround accruals be
reversed to income immediately. If this proposed change were in effect at
December 31, 2002, we would have been required to reverse the turnaround
accruals and recognize pretax income totaling $26.9 million. The total accrued
turnaround costs will change throughout the year as turnarounds are incurred and
accruals are made for future turnarounds. If adopted in its present form, income
related to this proposed change would be reported as a cumulative effect of an
accounting change, net of tax, in the consolidated statements of operations.

In April 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. It is
probable that the rescission of SFAS No. 4 is the only portion of SFAS No. 145
that may have an impact on us in the future. Under SFAS No. 4, all gains and
losses from extinguishment of debt were required to be aggregated and, if
material, classified as an extraordinary item, net of related income tax effect.
SFAS No. 145 eliminates SFAS No. 4. As a result, gains and losses from
extinguishment of debt should be classified as extraordinary items only if they
meet the criteria in Opinion 30. We adopted SFAS No. 145 effective January 1,
2003 and it did not have any impact on our financial condition or results of
operations.

In June 2002, the FASB
issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 addresses financial accounting and reporting for
costs associated with exit or disposal activities. SFAS No. 146 is effective for
exit or disposal activities that are initiated after December 31, 2002.

In December 2002, the FASB
issued SFAS No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure, an amendment of FASB Statement No. 123. SFAS
No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS No. 148
is effective for the December 31, 2002 financial statements and all required
disclosures have been made in the notes to the 2002 financial statements.

ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Impact of Changing
Prices. Our revenues and cash flows, as well as estimates of future cash
flows, are very sensitive to changes in energy prices. Major shifts in the cost
of crude oil, and the prices of refined products and natural gas can result in
large changes in the operating margin from refining operations. These prices
also determine the carrying value of the Refineries inventories.

Price Risk Management
Activities. At times, we enter into commodity derivative contracts to manage
our price exposure to our inventory positions, our purchases of foreign crude
oil and consumption of natural gas in the refining process as well as fix
margins on certain future production. The commodity derivative contracts we use
may take the form of futures contracts or price swaps and are entered into with
reputable counterparties. We use futures transactions to price foreign crude oil
cargos at the time when the crude oil is processed by the El Dorado Refinery
instead of the price when purchased. Foreign crude oil delivery times can exceed
one month from when the purchase is made. In addition, we may engage in futures
transactions for the purchase of natural gas at fixed prices. The Refineries
consume natural gas for energy purposes. We account for our commodity derivative
contracts under 1) the hedge (or deferral) method of accounting when the
derivative contracts qualify and are designated as hedges for accounting
purposes, or 2) mark-to-market accounting if we elect not to designate
derivative contracts as accounting hedges or if such derivative contracts do not
qualify for hedge accounting. As such, gains or losses on commodity derivative
contracts accounted for as hedges are recognized in refining operating costs
when the associated transactions are consummated while gains and losses on
transactions accounted for using mark-to-market accounting are reflected in
other revenues at each period end.

Other revenues for the year
ended December 31, 2002 includes $878,000 realized net gains on the ineffective
portion of fair value hedges on crude oil cargos and $740,000 realized net
losses on derivative contracts accounted for using mark-to-market accounting.
The ineffective portion of foreign crude oil hedges arises primarily from
changes in the shape of the forward futures price curve.

During the year ended
December 31, 2002, we had the following derivative activities which were
appropriately designated and accounted for as hedges:

| | At December 31, 2002 we had no open derivative contracts to hedge against price
changes on foreign crude oil purchase commitments. During the year ended
December 31, 2002, we closed out contracts to hedge foreign crude purchases and
realized net losses of $9.8 million, of which $10.7 million increased crude
costs and $878,000 income was reflected in other revenues for the ineffective
portion of those hedges. These contracts were accounted for as fair value
hedges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In March 2002, we entered into price swaps on natural gas for the purpose of
hedging approximately 50% of the Refineries anticipated usage against
natural gas price increases for April 2002 through December 2002. These
contracts were accounted for as cash flow hedges. One group of contracts to
hedge natural gas costs at our El Dorado Refinery averaged 300,000 MMBTU per
month at an average price of $3.34 per MMBTU (Panhandle). A second group of
contracts to hedge natural gas costs at our Cheyenne Refinery averaged 112,222
MMBTU per month at an average price of $2.84 per MMBTU (CIG). The April and May
contracts resulted in net realized gains totaling $41,000 and were recorded into
refining operating costs. Due to natural gas market conditions, we made a
decision in May to close out the remaining June through December contracts
resulting in a net gain of $393,000. The realized gains or losses were recorded
in other comprehensive income (equity account), net of tax. The pretax realized
gains or losses were reclassified into refining operating costs and out of other
comprehensive income based on the month when the corresponding natural gas was
purchased. As of December 31, 2002, all these gains and losses had been
reclassified into earnings.

During the year ended
December 31, 2002, we had the following derivative activities which, while
economic hedges, did not qualify for hedge accounting treatment and whose gains
or losses are reflected in other revenues:

| | We had derivative contracts on barrels of crude oil to hedge butane inventory
builds at the El Dorado Refinery and recorded $903,000 in realized losses on
these positions.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We had derivative contracts on barrels of crude oil to hedge excess gas oil
inventory at our Cheyenne Refinery and had realized losses of $202,000 on these
positions.     
| | Derivative contracts on barrels of crude oil to hedge excess gas oil inventory
at our El Dorado Refinery resulted in gains of $896,000.                                    
| | We also hedged excess naptha inventory at our El Dorado Refinery by having
derivative contracts on barrels of crude oil which resulted in losses of
$579,000.              
| | Contracts to hedge crude
oil resulted in a gain of $48,000.                                                                                                                

Interest Rate Risk. Borrowings
under our revolving credit facility bear a current market rate of interest. Our
approximately $39.5 million of outstanding 9-1/8% Senior Notes, due 2006, have a
fixed interest rate. Our approximately $170.5 million principal of 113⁄4%
Senior Notes outstanding, due 2009, also have a fixed interest rate.
Accordingly, our long-term debt is not exposed to cash flow risk from interest
rate changes, however, our long-term debt is exposed to fair value risk. The
estimated fair value of the 9-1/8% Senior Notes at December 31, 2002 was $37.9
million and the estimated fair value of the 113⁄4% Senior Notes was $174.7
million.

## ITEM 8.  
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

`FRONTIER OIL CORPORATION AND SUBSIDIARIES
                                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (in thousands except per share amounts)

                                                                                 Years Ended December 31,
                                                                     ----------------------------------------------
                                                                         2002              2001             2000
                                                                     -------------    -------------     -----------
Revenues:
     Refined products                                                $   1,812,613    $   1,889,233     $ 2,037,840
     Other                                                                   1,137             (832)          7,317
                                                                     -------------    -------------     -----------
                                                                         1,813,750        1,888,401       2,045,157
                                                                     -------------    -------------     -----------
Costs and Expenses:

     Raw material, freight and other costs                               1,562,613        1,491,772       1,760,289
     Refinery operating expenses, excluding depreciation                   178,295          189,948         177,873
     Selling and general expenses, excluding depreciation                   17,248           17,571          13,333
     Impairment loss on asset held for sale                                    363                -               -
     Depreciation                                                           27,332           25,010          23,007
                                                                     -------------    -------------     -----------
                                                                         1,785,851        1,724,301       1,974,502
                                                                     -------------    -------------     -----------
Operating income                                                            27,899          164,100          70,655
Interest expense and other financing costs                                  27,613           31,146          34,738
Interest income                                                             (1,802)          (2,772)         (3,364)
                                                                     -------------    -------------     -----------
                                                                            25,811           28,374          31,374
                                                                     -------------    -------------     -----------

Income before income taxes                                                   2,088          135,726          39,281
Provision for income taxes                                                   1,060           28,073           2,075
                                                                     -------------    -------------     -----------
Net income                                                           $       1,028    $     107,653     $    37,206
                                                                     =============    =============     ===========


Basic earnings per share of common stock                             $         .04    $        4.12     $      1.36
                                                                     =============    =============     ===========

Diluted earnings per share of common stock                           $         .04    $        4.00     $      1.34
                                                                     =============    =============     ===========


                              The accompanying notes are an integral part of these financial statements.`

`FRONTIER OIL CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
                                       (in thousands except share data)

                                                                                    December 31,
                                                                           -------------------------------
                                                                                2002              2001
                                                                           -------------     -------------
ASSETS
Current assets:
     Cash and cash equivalents (Note 2)                                    $     112,364     $     103,995
     Trade receivables, net of allowance of $500 in both years                    81,154            55,848
     Note receivable, net of allowance of $800                                     1,449                 -
     Other receivables                                                               987             6,469
     Inventory of crude oil, products and other                                  105,160            87,970
     Deferred tax assets                                                           5,346             4,845
     Other current assets                                                          2,510             2,243
                                                                           -------------     -------------
         Total current assets                                                    308,970           261,370
                                                                           -------------     -------------
Property, plant and equipment, at cost:
     Refineries and pipelines                                                    447,948           419,962
     Furniture, fixtures and other equipment                                       5,119             5,853
                                                                           -------------     -------------
                                                                                 453,067           425,815
     Less - accumulated depreciation                                             144,127           117,252
                                                                           -------------     -------------
                                                                                 308,940           308,563
Asset held for sale                                                                  472                 -
Other assets                                                                      10,495            11,813
                                                                           -------------     -------------
Total assets                                                               $     628,877     $     581,746
                                                                           =============     =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                      $     174,917     $     112,303
     Accrued turnaround cost                                                      12,849            10,394
     Accrued liabilities and other                                                 9,095            25,714
     Accrued interest                                                              3,856             3,895
                                                                           -------------     -------------
         Total current liabilities                                               200,717           152,306
                                                                           -------------     -------------

Long-term debt                                                                   207,966           208,880
Long-term accrued turnaround cost                                                 14,013            15,443
Postretirement employee liabilities                                               18,784            16,734
Deferred credits and other                                                         3,963             4,099
Deferred income taxes                                                             15,176            15,080

Commitments and contingencies (Note 7)

Shareholders' equity:
     Preferred stock, $100 par value, 500,000 shares authorized,
         no shares issued                                                              -                 -
     Common stock, no par, 50,000,000 shares authorized,
         30,290,324 and 30,059,574 shares
         issued in 2002 and 2001, respectively                                    57,469            57,446
     Paid-in capital                                                             102,557            98,046
     Retained earnings                                                            49,621            53,764
     Accumulated other comprehensive loss                                           (598)             (255)
     Treasury stock, at cost, 4,151,210 and 4,240,937
         shares at December 31, 2002 and 2001, respectively                      (37,959)          (38,163)
     Deferred employee compensation                                               (2,832)           (1,634)
                                                                           -------------     -------------
         Total shareholders' equity                                              168,258           169,204
                                                                           -------------     -------------
Total liabilities and shareholders' equity                                 $     628,877     $     581,746
                                                                           =============     =============

                The accompanying notes are an integral part of these financial statements.`

`FRONTIER OIL CORPORATION AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                  (in thousands)

                                                                                 Years Ended December 31,
                                                                     ----------------------------------------------
                                                                        2002              2001             2000
                                                                     -----------      -----------       -----------

Cash flows from operating activities:
Net income                                                           $     1,028      $   107,653       $    37,206
Depreciation                                                              27,332           25,010            23,007
Deferred finance cost and bond discount amortization                       2,033            2,168             2,190
Deferred employee compensation amortization                                  907              380                 -
Allowance for doubtful trade and note receivables                            800                -               533
Impairment loss on asset to be sold                                          363                -                 -
Deferred income taxes                                                      1,149            9,463               130
Other                                                                       (562)             381              (285)
Changes in components of working capital from operations:
     Decrease (increase) in trade, note and other receivables            (22,178)          15,912           (25,583)
     Decrease (increase) in inventory                                    (17,190)          37,511           (25,122)
     Decrease (increase) in other current assets                            (267)           1,569            (2,927)
     (Decrease) increase in accounts payable                              64,004          (60,013)           49,551
     (Decrease) increase in accrued liabilities and other                 (6,597)          (1,459)            7,646
                                                                     -----------      -----------       -----------
Net cash provided by operating activities                                 50,822          138,575            66,346

Cash flows from investing activities:
Additions to property, plant and equipment & other                       (29,617)         (22,824)          (12,688)
El Dorado Refinery acquisition-contingent earn-out payment                (7,500)               -                 -
                                                                     ------------     -----------       -----------
     Net cash used in investing activities                               (37,117)         (22,824)          (12,688)

Cash flows from financing activities:
Repurchase of debt:
     9-1/8% Senior Notes                                                  (1,090)         (24,410)           (5,025)
     11-3/4% Senior Notes                                                      -           (6,541)          (13,010)
Repayments of revolving credit facility, net                                   -          (23,000)           (3,000)
Proceeds from issuance of common stock                                     1,702            3,271             2,743
Purchase of treasury stock                                                  (787)         (22,600)           (9,215)
Dividends paid                                                            (5,161)          (2,629)                -
Other                                                                          -             (293)              (50)
                                                                     -----------      -----------       -----------
     Net cash used in financing activities                                (5,336)         (76,202)          (27,557)
                                                                     -----------      -----------       -----------
Increase in cash and cash equivalents                                      8,369           39,549            26,101
Cash and cash equivalents, beginning of period                           103,995           64,446            38,345
                                                                     -----------      -----------       -----------
Cash and cash equivalents, end of period                             $   112,364      $   103,995       $    64,446
                                                                     ===========      ===========       ===========

                          The accompanying notes are an integral part of these financial statements.`

`FRONTIER OIL CORPORATION AND SUBSIDIARIES
                                                                    CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                                                                   (in thousands except shares)

                                                                   Common Stock                                                    Treasury Stock                                              Total
                                                            --------------------------                                         ----------------------                  Accumulated    -----------------------
                                                                                                       Compre-     Retained                               Deferred        Other
                                                              Number of                   Paid-In      hensive     Earnings     Number of                 Employee    Comprehensive   Number of
                                                            Shares Issued    Amount       Capital      Income      (Deficit)     Shares       Amount    Compensation  Income (Loss)     Shares       Amount
                                                            ------------- ------------  ------------  ---------  ------------  -----------  ----------  ------------  -------------   ----------   ----------

December 31, 1999                                              28,542,330  $    57,294    $  87,028              $   (87,122)  (1,230,900)  $  (6,519)   $        -    $         -    27,311,430    $  50,681
Net income                                                              -            -            -    $ 37,206       37,206            -                         -              -             -       37,206
                                                                                                       ========
Shares issued under:
   Stock option plan                                              647,674           65        2,678                        -     (145,196)     (1,013)            -              -       502,478        1,730
   Directors stock plan                                                 -            -            -                        -        2,000           9             -              -         2,000            9
Shares repurchased under:
   Stock repurchase plans                                               -            -            -                        -   (1,248,500)     (8,202)            -              -    (1,248,500)      (8,202)
December 31, 2000                                              29,190,004       57,359       89,706                  (49,916)  (2,622,596)    (15,725)            -              -    26,567,408       81,424
Shares issued under:
   Stock option plan                                              869,570           87        3,987                        -     (101,870)       (785)            -              -       767,700        3,289
   Directors stock plan                                                 -            -            -                        -        3,000          13             -              -         3,000           13
Restricted stock issuances, net                                         -            -          663                        -      254,929       1,351        (2,014)             -       254,929            -
Shares repurchased under:
   Stock repurchase plans                                               -            -            -                        -   (1,774,400)    (23,017)            -              -    (1,774,400)     (23,017)
Comprehensive income:
   Net income                                                           -            -            -    $107,653      107,653            -           -             -              -             -      107,653
   Other comprehensive income:
     Cumulative effect of accounting change on fair
       value of derivative instruments, net of tax of $206                                                3,910
     Change in fair value of derivatives, net of tax of $160                                             (1,626)
     Derivative value reclassed to income, net of tax of $46                                             (2,284)
     Minimum pension liability, net of tax of $158                                                         (255)
                                                                                                       --------
   Other comprehensive income                                                                              (255)                                                              (255)            -         (255)
                                                                                                       --------
Comprehensive income                                                                                   $107,398
                                                                                                       ========
Income tax benefits of stock options                                    -            -        3,690                        -            -           -             -              -             -        3,690
Deferred employee compensation:
   Amortization/vested shares                                           -            -            -                        -            -           -           380              -             -          380
Dividends declared                                                      -            -            -                   (3,973)           -           -             -              -             -       (3,973)
December 31, 2001                                              30,059,574       57,466       98,046                   53,764   (4,240,937)    (38,163)       (1,634)          (255)   25,818,637      169,204
Shares issued under:
   Stock option plan                                              230,750           23        1,543                        -            -           -             -              -       230,750        1,566
Directors stock plan                                                    -            -            -                        -        3,000          13             -              -         3,000           13
Restricted stock issuances, net                                         -            -        1,544                        -      105,768         561        (2,105)             -       105,768            -
Shares repurchased under:
   Restricted stock plan                                                -            -            -                        -      (19,041)       (370)            -              -       (19,041)        (370)
Comprehensive income:
   Net income                                                           -            -            -    $  1,028        1,028            -           -             -              -             -        1,028
   Other comprehensive income:
     Deferred net loss on derivative contracts, net of tax of $21                                           (33)
     Derivative value reclassed to income, net of tax of $21                                                 33
     Minimum pension liability, net of tax of $214                                                         (343)
                                                                                                       --------
   Other comprehensive income                                                                              (343)                                                              (343)                      (343)
                                                                                                       --------
Comprehensive income                                                                                   $    685
                                                                                                       ========
Income tax benefits of stock compensation                               -            -        1,424                        -            -           -             -              -             -        1,424
Deferred employee compensation:
   Amortization/vested shares                                           -            -            -                        -            -           -           907              -             -          907
Dividends declared                                                      -            -            -                   (5,171)           -           -             -              -             -       (5,171)
                                                            -------------  -----------    ---------              ------------  -----------  ----------   -----------   ------------   ----------    ---------
December 31, 2002                                              30,290,324  $    57,469    $ 102,557              $    49,621   (4,151,210)  $ (37,959)   $   (2,832)   $      (598)   26,139,114    $ 168,258
                                                            =============  ===========    =========              ============  ===========  ==========   ===========   ============   ==========    =========


                                                                        The accompanying notes are an integral part of these financial statements.`

# FRONTIER OIL
CORPORATION AND SUBSIDIARIESNotes to Consolidated Financial Statements
For the Years Ended December 31, 2002, 2001 and 2000

## 1.    Nature of
Operations

The financial statements include
the accounts of Frontier Oil Corporation, a Wyoming corporation, and its wholly
owned subsidiaries, including Frontier Holdings Inc., collectively referred to
as Frontier or the Company. The Company is an energy company engaged in crude
oil refining and wholesale marketing of refined petroleum products (the
refining operations).

The Company operates
refineries (the Refineries) in Cheyenne, Wyoming and El Dorado,
Kansas with a combined crude oil capacity of 156,000 barrels per day. The
Company also owns a 34.72% interest in a crude oil pipeline in Wyoming and a 50%
interest in one crude oil tank and another under construction in Guernsey,
Wyoming, both of which are accounted for as undivided interests. Each asset,
liability, revenue and expense is reported on a proportionate gross basis. The
Company also has a 50% interest in FGI, LLC, an asphalt terminal and storage
facility in Grand Island, Nebraska, which is accounted for using the equity
method of accounting. In addition, the equity method of accounting is also
utilized for the Companys 25% interest in 8901 Hangar, Inc., a company,
which leases and operates a private airplane hangar.

All of the operations of
the Company are in the United States with its marketing efforts focused in the
Rocky Mountain and Plains States regions of the United States. The Company
purchases crude oil to be refined and markets the refined petroleum products
produced, including various grades of gasoline, diesel fuel, jet fuel, asphalt,
chemicals and petroleum coke. The operations of refining and marketing of
petroleum products are considered part of one reporting segment.

## 2.    Significant
Accounting Policies

## Refined
Product Revenues

Revenues from sales of refined products are earned and realized upon transfer of title to the customer based on the contractual terms
of delivery.  Title primarily transfers at the refinery or terminal when the refined product is loaded into the common carrier
pipelines, trucks or railcars (free on board origin).  In some situations, title transfers at the customers destination (free on
board destination).

## Property,
Plant and Equipment

Property, plant and
equipment additions are recorded at cost and depreciated using the straight-line
method over the estimated useful lives. The estimated useful lives are:

`Refinery plant and equipment................................    5 to 20 years
          Pipeline and pumps..........................................   10 to 20 years
          Furniture, fixtures and other...............................    3 to 10 years`

The Company reviews
long-lived assets for impairments whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable. If the
undiscounted future cash flows of an asset to be held and used in operations is
less than the carrying value, the Company would recognize a loss for the
difference between the carrying value and fair value. When fair value s are not
available, the Company estimates fair value based on a discounted cash flow
analysis. The Company capitalizes interest on debt incurred to fund the
constructions of significant assets. Interest capitalized for the year ended
December 31, 2002 was $342,000. There was no interest capitalized for the years
2001 and 2000.

## Turnarounds

Normal maintenance and
repairs are expensed as incurred. The costs for turnarounds (scheduled and
required shutdown of refinery operating units for significant overhaul and
refurbishment) are ratably accrued over the period from the prior turnaround to
the next scheduled turnaround. These accruals are included in the Companys
consolidated balance sheet in the Accrued turnaround cost and
Long-term accrued turnaround cost. The turnaround accrual expenses
are included in Refining operating costs in the Companys
consolidated statements of operations. Turnaround costs include contract
services, materials and rental equipment. Major improvements are capitalized,
and the assets replaced are retired.

## Inventories

Inventories of crude oil,
unfinished products and all finished products are recorded at the lower of cost
on a first in, first out (FIFO) basis or market. Crude oil includes both
domestic and foreign crude oil volumes at its cost and associated freight and
other cost. Unfinished products (work in process) include any crude oil which
has entered into the refining process, and other feedstocks that are not
finished as far as refining operations are concerned. These include unfinished
gasoline and diesel, blendstocks and other feedstocks. Finished product
inventory includes saleable gasoline, diesel, jet fuel, chemicals, asphalt and
other finished products. Unfinished and finished products inventory values have
both components of raw material, the associated raw material freight and other
costs, and direct refinery operating expense allocated when refining begins
relative to their proportionate market values. Refined product exchange
transactions are considered asset exchanges with deliveries offset against
receipts. The net exchange balance is included in inventory. Inventories of
materials and supplies and process chemicals are recorded at the lower of
average cost or market.

`Components of Inventory
                                     (in thousands)

                                                                   December 31,
                                                          -----------------------------
                                                              2002            2001
                                                          -------------   -------------

       Crude oil                                          $      33,765   $      24,787
       Unfinished products                                       24,806          24,406
       Finished products                                         29,836          21,607
       Process chemicals                                          3,308           4,103
       Repairs and maintenance supplies and other                13,445          13,067
                                                          -------------   -------------
                                                          $     105,160   $      87,970
                                                          =============   =============`

## Income Taxes

The Company accounts for
income taxes under the provisions of Statement of Financial Accounting Standards
(SFAS) No. 109, Accounting for Income Taxes. SFAS No. 109 requires
the asset and liability approach for accounting for income taxes. Under this
approach, deferred tax assets and liabilities are recognized based on
anticipated future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and their
respective tax bases.

## Environmental
Expenditures

Environmental expenditures
are expensed or capitalized based upon their future economic benefit. Costs
which improve a propertys pre-existing condition and costs which prevent
future environmental contamination are capitalized. Remediation costs related to
environmental damage resulting from operating activities subsequent to
acquisition are expensed. Liabilities for these expenditures are recorded when
it is probable that obligations have been incurred and the amounts can be
reasonably estimated.

## Price Risk
Management Activities

The Company, at times, enters
into commodity derivative contracts to manage its price exposure to its
inventory positions, purchases of foreign crude oil and consumption of natural
gas in the refining process or to fix margins on certain future production. The
commodity derivative contracts used by the Company may take the form of futures
contracts, collars or price swaps and are entered into with credit-worthy
counterparties. The Company believes there is minimal credit risk with respect
to its counterparties. The Company accounts for its commodity derivative
contracts under the hedge (or deferral) method of accounting when the derivative
contracts are designated as hedges for accounting purposes, or mark-to-market
accounting if the Company elects not to designate derivative contracts as
accounting hedges or if such derivative contracts do not qualify for hedge
accounting. As such, gains or losses on commodity derivative contracts accounted
for as hedges are recognized in refining operating costs when the associated
transactions are consummated while gains and losses on transactions accounted
for using mark-to-market accounting are reflected in other revenues at each
period end.

## Stock-Based
Compensation

Stock-based compensation is
measured in accordance with Accounting Principles Board (APB) No.
25. Under this intrinsic value method, compensation cost is the excess, if any,
of the quoted market value of the Companys common stock at the grant date
over the amount the employee must pay to acquire the stock. Compensation costs
of $907,000 and $380,000 related to restricted stock awards was recognized for
the years ended December 31, 2002 and 2001, respectively. No compensation cost
was recognized for the year ended December 31, 2000.

## Intercompany
Transactions

Intercompany transactions are eliminated in consolidation.

## Use of
Estimates

The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.

## New Accounting
Pronouncements

In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  SFAS No. 142 addresses  financial  accounting and reporting for acquired  goodwill and other intangible assets and supersedes
APB Opinion No. 17,  Intangible  Assets.  SFAS No. 142 addresses how intangible  assets that are acquired  should be accounted for in
financial  statements upon their  acquisition and also addresses how goodwill and other intangible assets should be accounted for after
they have been  initially  recognized in the financial  statements.  The Company  adopted SFAS No. 142 effective  January 1, 2002.  The
adoption did not have any impact on the Company's financial condition or results of operations.

In June 2001, the FASB
issued SFAS No. 143, Accounting for Asset Retirement Obligations.
This statement provides accounting and disclosure requirements for retirement
obligations associated with long-lived assets and is effective January 1, 2003.
SFAS No. 143 requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred with the
associated asset retirement costs being capitalized as a part of the carrying
amount of the long-lived asset. SFAS No. 143 also includes disclosure
requirements that provide a description of asset retirement obligations and
reconciliation of changes in the components of those obligations. The Company
has potential asset retirement obligation (ARO) liabilities related
to its Refineries as a result of environmental and other legal requirements. Any
ARO liability is not currently estimatable as to amount and timing, but the
Company will continue to monitor and evaluate its potential AROs. In the event
that the Company decides to cease the use of a particular refinery, an ARO
liability would be recorded at that time. The Company does not expect the
adoption of SFAS No. 143 to have a material impact on the Companys current
financial condition or results of operations.

In August 2001, the FASB
issued SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No. 144 addresses the accounting and reporting for
the impairment or disposal of long-lived assets and supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of  and APB Opinion No. 30, Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. SFAS No. 144 establishes one accounting model for long-lived
assets to be disposed of by sale as well as resolves implementation issues
related to SFAS No. 121. The Company adopted SFAS No. 144 effective January 1,
2002. The adoption did not have any impact on the Companys financial
condition or results of operations.

The Accounting Standards
Executive Committee of the American Institute of Certified Public Accountants
has issued an exposure draft of a proposed Statement of Position
(SOP) entitled Accounting for Certain Costs and Activities
Related to Property, Plant and Equipment. If adopted as proposed, this SOP
would require companies to expense as incurred turnaround costs, defined as
the non-capital portion of major maintenance costs. Adoption of the
proposed SOP would also require that any existing turnaround accruals be
reversed to income immediately. If this proposed change were in effect at
December 31, 2002, the Company would have been required to reverse the
turnaround accruals and recognize pretax income totaling $26.9 million. The
total accrued turnaround costs will change throughout the year as turnarounds
are incurred and accruals are made for future turnarounds. If adopted in its
present form, income related to this proposed change would be reported as a
cumulative effect of an accounting change, net of tax, in the consolidated
statements of operations.

In April 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections. It is
probable that the rescission of SFAS No. 4 is the only portion of SFAS No. 145
that may have an impact on the Company in the future. Under SFAS No. 4, all
gains and losses from extinguishment of debt were required to be aggregated and,
if material, classified as an extraordinary item, net of related income tax
effect. SFAS No. 145 eliminates SFAS No. 4. As a result, gains and losses from
extinguishment of debt should be classified as extraordinary items only if they
meet the criteria in Opinion 30. The Company adopted SFAS No. 145 effective
January 1, 2003 and it did not expected have any impact on the Companys
financial condition or results of operations for the periods presented herein.

In June 2002, the FASB
issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 addresses financial accounting and reporting for
costs associated with exit or disposal activities. SFAS No. 146 is effective for
exit or disposal activities that are initiated after December 31, 2002.

In December 2002, the FASB
issued SFAS No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure, an amendment of FASB Statement No. 123. SFAS
No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation. In addition, SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. SFAS No. 148
is effective for the December 31, 2002 financial statements and all required
disclosures have been made in the notes to the 2002 financial statements.

## Cash
Equivalents

Highly liquid investments
with a maturity, when purchased, of three months or less are considered to be
cash equivalents. Cash equivalents were $109.8 million and $102.3 million at
December 31, 2002 and 2001, respectively.

## Supplemental
Cash Flow Information

Cash payments for interest,
excluding capitalized interest, during 2002, 2001 and 2000 were $24.5 million,
$27.8 million and $31.7 million, respectively. Cash payments for income taxes
during 2002, 2001 and 2000 were $83,000, $21.2 million and $2.4 million,
respectively.

## Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

## 3.    Debt

`Schedule of Long-term Debt
                                           (in thousands)

                                                                         December 31,
                                                              -----------------------------------
                                                                    2002                2001
                                                              ----------------   ----------------

      11-3/4% Senior Notes, net of unamortized discount       $        168,491   $        168,315
      9-1/8% Senior Notes                                               39,475             40,565
                                                              ----------------   ----------------

                                                              $        207,966   $        208,880
                                                              ================   ================`

## Senior Notes

On November 5, 1999, the
Company issued $190 million principal amount of 113⁄4% Senior Notes due 2009.
The 113⁄4% Notes were issued at a price of 98.562%. The net proceeds were
utilized to acquire the El Dorado Refinery. The 113⁄4% Notes are redeemable,
at the option of the Company, at 105.875% after November 15, 2004, declining to
100% in 2007. Prior to November 15, 2004, the Company may at its option redeem
the 113⁄4% Notes at a defined make-whole amount, plus accrued and unpaid
interest. During 2001 and 2000, the Company purchased and is holding as treasury
notes $6.5 million and $13.0 million, respectively, principal amount of the
113⁄4% Senior Notes, the accounting for which was a reduction of debt.
Interest is paid semiannually.

On February 9, 1998, the
Company issued $70 million of 9-1/8% Senior Notes due 2006. The 9-1/8% Notes are
redeemable, at the option of the Company, at 104.563% after February 15, 2002,
declining to 100% in 2005. Interest is paid semiannually. During 2002, 2001 and
2000, the Company purchased and is holding as treasury notes $1.1 million, $24.4
million and $5.0 million, respectively, principal amount of the 9-1/8% Senior
Notes, the accounting for which was a reduction of debt.

## Revolving
Credit Facility

The refining operations
have a working capital credit facility with a group of nine banks. The revolving
credit facility has a current expiration date of June 15, 2004. The facility is
a collateral-based facility with total capacity of up to $175 million, of which
maximum cash borrowings are $125 million, subject to borrowing base amounts. Any
unutilized capacity after cash borrowings is available for letters of credit. No
debt was outstanding at December 31, 2002 or 2001. Standby letters of credit
outstanding were $48.0 million and $175,000 at December 31, 2002 and 2001,
respectively.  As of December 31, 2002, the Company had borrowing base availability
of $88.2 million under the facility.

The facility provides
working capital financing for operations, generally the financing of crude and
product supply. It is generally secured by the Refineries current assets.
The agreement provides for a quarterly commitment fee of 0.375 of 1% to 0.500 of
1% per annum. Interest rates are based, at the Companys option, on the
agent banks prime rate plus 0.25% to 1%, the prevailing Federal Funds Rate
plus 2% to 2.75%, or the reserve-adjusted LIBOR plus 1.5% to 2.25%. Standby
letters of credit issued bear a fee of 1.125% to 1.875% annually, plus standard
issuance and renewal fees. In all cases, the rate and fees discussed above
increase from the lower to higher levels as the ratio of funded debt to
earnings, as defined, increases. The average interest rate on funds borrowed
under the revolving credit facility during 2002 was 3.7%. The agreement includes
certain financial covenant requirements relating to the Refineries working
capital, cash earnings, tangible net worth and capital expenditure limits. The
Company was in compliance with these covenants at December 31, 2002.

## Restrictions
on Loans, Transfer of Funds and Payment of Dividends

The revolving credit
facility restricts the Refineries as to the distribution of capital assets and
the transfer of cash in the form of dividends, loans or advances when there are
any outstanding borrowings under the facility or when a default exists or would
occur. The Company is currently in compliance with the provisions of its credit
agreement.

## Five-year
Maturities

The 9-1/8% Senior Notes are due 2006 and the 113⁄4% Notes are due 2009; until then there are no maturities of long-term debt.

## 4.    Income Taxes

The following is the provision for income taxes for the three years ended December 31, 2002, 2001 and 2000.

`Provision for Income Taxes
                                 (in thousands)


                                            2002            2001           2000
                                        -----------     -----------    -----------
  Current:
     State                              $        32     $     6,231    $       615
     Canadian                                    83               -            751
     Federal                                   (204)         12,379            579
                                        -----------     -----------    -----------
  Total current (benefit) provision             (89)         18,610          1,945
                                        -----------     -----------    -----------
  Deferred:
     State                                      303             457          1,277
      Federal                                   846           9,006         (1,147)
                                        -----------     -----------    -----------
  Total deferred provision                    1,149           9,463            130
                                        -----------     -----------    -----------
                                        $     1,060     $    28,073    $     2,075
                                        ===========     ===========    ===========`

The following is a
reconciliation of the provision for income taxes computed at the statutory
United States income tax rates on pretax income and the provision for income
taxes as reported for the three years ended December 31, 2002, 2001 and 2000.

`Reconciliation of Tax Provision
                                           (in thousands)

                                                   2002            2001           2000
                                               -----------     -----------    -----------
   Provision based on statutory rates          $       731     $    47,504    $    13,748
    Increase (decrease) resulting from:
        Release of valuation allowance                   -         (24,603)       (13,574)
        Federal tax effect of state and
           other income taxes                         (146)         (2,341)          (925)
        State and other income taxes                   418           6,688          2,643
        Other                                           57             825            183
                                               -----------     -----------    -----------
    Provision as reported                      $     1,060     $    28,073    $     2,075
                                               ===========     ===========    ===========`

Significant components of deferred tax assets and liabilities are shown below:

`Components of Deferred Taxes
                                        (in thousands)

                                                                        December 31,
                                                               ------------------------------
                                                                   2002              2001
                                                               -------------    -------------
Current deferred tax assets:
   State gross current assets                                  $         808    $         765
   State net operating losses                                            287                -
   State gross current liabilities                                      (132)            (149)
                                                               -------------    -------------
Total state current net deferred tax assets                              963              616
                                                               -------------    -------------
   Federal gross current assets                                        5,651            5,304
   Federal gross current liabilities                                  (1,268)          (1,075)
                                                               -------------    -------------
Total federal current net deferred tax assets                          4,383            4,229
                                                               -------------    -------------
Total current deferred tax assets                              $       5,346    $       4,845
                                                               =============    =============

Long-term deferred tax liabilities:
   State gross long-term liabilities                           $       6,242    $       5,700
   State gross long-term assets                                       (1,767)          (1,660)
                                                               -------------    -------------
  Total state long-term net deferred tax liabilities                   4,475            4,040
                                                               -------------    -------------
Federal gross long-term liabilities                                   39,460           41,071
Federal gross long-term assets:
   Accrued liabilities and other                                     (13,923)         (13,372)
   Federal alternative minimum tax credits                           (13,434)         (13,614)
   Federal net operating loss carryforwards and other                 (1,402)          (3,045)
                                                               -------------    -------------
Total federal gross long-term assets                                 (28,759)         (30,031)
                                                               -------------    -------------
Total federal long-term net deferred tax liabilities                  10,701           11,040
                                                               -------------    -------------
Total long-term deferred tax liabilities                       $      15,176    $      15,080
                                                               =============    =============`

The accrued liabilities and
other deferred tax assets primarily include turnaround and postretirement
employee benefit expenses. The major component of the deferred tax liabilities
is depreciation.

At December 31, 2002, the
Company had alternative minimum tax carryforwards of approximately $13.4 million
which are indefinitely available to reduce future United States income taxes
payable, of which $644,000 represents alternative minimum tax carryforwards
generated by the Cheyenne refining operations prior to its 1991 acquisition by
the Company which may be subject to certain limitations. The Company had an
estimated federal net operating loss carryforward of $6.7 million as of December
31, 2002, the majority of which will not expire until 2022.

The Company has estimated
state net operating losses generated during 2002 to reduce future state taxable
income of $3.3 million for Kansas, $690,000 for Colorado and $174,000 for
Nebraska. Carryforward periods for the state net operating losses are ten years
for Kansas, twenty years for Colorado and five years for Nebraska. State
deferred tax liabilities were $3.5 million and $3.4 million at December 31, 2002
and 2001, respectively, reflecting the estimated state tax effect of temporary
differences, primarily for differences in depreciation for property, plant and
equipment.

## 5.    Common Stock

## Dividends

The Company declared
quarterly dividends of $.05 per share of common stock for each quarter during
2002 and quarterly dividends of $.05 per share for the second, third and fourth
quarters of 2001. No dividends were declared for the year ended December 31,
2000.

## Earnings per
Share

The following sets forth the
computation of diluted earnings per share (EPS) for the years ended
December 31, 2002, 2001 and 2000.

`2002                                 2001                                2000
                     -----------------------------------  ----------------------------------  -----------------------------------
                                                  Per                                 Per                                  Per
                       Income       Shares       Share      Income       Shares      Share      Income       Shares       Share
                     (Numerator) (Denominator)   Amount   (Numerator) (Denominator)  Amount   (Numerator) (Denominator)   Amount
                     ----------- -------------  --------  ----------- ------------- --------  ----------- -------------  --------
                                                        (in thousands except per share amounts)

Basic EPS:
Net income           $   1,028      25,780           .04    $ 107,653      26,113   $   4.12   $  37,206      27,374      $  1.36
Dilutive securities:
   Stock options and
    restricted stock         -       1,154                          -         772                      -         415
                     ---------     -------     ---------    ---------    --------   --------   ---------     -------      -------
Dilutive EPS:
Net income           $   1,028      26,934     $     .04    $ 107,653      26,885   $   4.00   $  37,206      27,789      $  1.34
                     =========     =======     =========    =========    ========   ========   =========     =======      =======`

The number of shares of the
Companys restricted stock that could potentially dilute basic EPS in the
future but were not included in the computation of diluted EPS for the years
ended 2002, 2001 and 2000 were 242,880, 155,575 and 0 shares, respectively,
because to do so would have been antidilutive for those periods presented.

## Non-employee
Directors Stock Grant Plan

During 1995, the Company established
a stock grant plan for non-employee directors. The purpose of the plan is to
provide a part of non-employee directors compensation in Company stock.
The plan will be beneficial to the Company and its stockholders by allowing
non-employee directors to have a personal financial stake in the Company through
an ownership interest in the Companys common stock. The plan may grant an
aggregate of 60,000 shares of the Companys common stock held in treasury.
The Company made aggregate grants to directors under this plan of 3,000 shares
each in 2002 and 2001 and 2,000 shares in 2000 and expensed compensation in the
amount of $13,500, $13,500 and $9,000, respectively for each of these years.
There were 42,000 shares available for grant as of December 31, 2002.

## Stock Option
Plan

The Company has a stock
option plan which authorizes the granting of options to employees to purchase
shares. The plans through December 31, 2002 have reserved for issuance a total
of 8,002,075 shares of common stock of which 4,435,175 shares were granted and
exercised, 2,581,250 shares were granted and were outstanding and 985,650 shares
were available to be granted. Options under the plan are granted at fair market
value on the date of grant. No entries are made in the accounts until the
options are exercised, at which time the proceeds are credited to common stock
and paid-in capital. Generally, the options vest ratably throughout their one-
to five-year terms.

Changes during 2002, 2001 and 2000 in outstanding options are presented below:

`2002                          2001                           2000
                                    ------------------------------  -----------------------------  --------------------------
                                                      Weighted-                      Weighted-                      Weighted-
                                      Number of        Average        Number of       Average       Number of        Average
                                       Options      Exercise Price     Options     Exercise Price    Options     Exercise Price
                                    -------------   --------------  -------------  --------------  ------------  --------------

Outstanding at beginning of year      2,159,700         $ 7.22         2,451,220       $   5.88      2,115,884       $  4.68
Granted                                 702,400          21.85           623,500           8.88      1,218,000          7.13
Exercised                              (230,750)          6.79          (869,570)          4.68       (647,674)         4.24
Expired                                 (50,100)         10.21           (45,450)          6.41       (234,990)         6.10
                                    -----------                      -----------                   -----------
Outstanding at end of year            2,581,250          11.18         2,159,700           7.22      2,451,220          5.88
                                    ===========                      ===========                   ===========
Exercisable at end of year            1,512,325           8.63         1,022,826           6.72      1,326,570          5.17
                                    ===========                      ===========                   ===========
Available for grant at end of year      985,650                          765,230                     1,343,280
                                    ===========                    =============                   ===========
Weighted-average fair value of
   options granted during the year                        9.34                             4.39                         3.58`

The following table summarizes information about stock options outstanding at December 31, 2002:

`Options Outstanding                 Options Exercisable
                             -----------------------------------------    -------------------------
                                               Weighted-
                                                Average       Weighted-                  Weighted-
                                 Number        Remaining       Average                    Average
                               Outstanding    Contractual     Exercise     Exercisable   Exercise
Range of Exercise Prices       At 12/31/02    Life (Years)      Price      at 12/31/02     Price
------------------------     --------------  -------------   -----------   -----------   ----------
$5.63 to $7.00                  1,263,550          1.86      $    6.48      1,039,650    $   6.37
$8.50 to $8.75                    595,000          3.04           8.58        284,500        8.57
$12.10                             20,000          3.33          10.10         10,000       12.10
$19.07 to 21.85                   702,700          4.29          21.81        178,175       21.77`

Had compensation costs been
determined based on the fair value at the grant dates for awards made in 2002,
2001, and prior years for the vested portions of the awards in each of the years
2002, 2001 and 2000, the Companys net income (loss) and EPS would have
been the pro forma amounts indicated in the following table for the years ended
December 31, 2002, 2001 and 2000:

`2002          2001          2000
                                                    -----------   -----------   -----------
                                                    (in thousands except per share amounts)

  Net income as reported                            $    1,028    $   107,653   $    37,206
    Pro forma compensation expense, net of tax          (4,002)        (1,670)       (2,156)
                                                    ----------    -----------   -----------
  Pro forma net income (loss)                           (2,974)       105,983        35,050
  Basic EPS:
      As reported                                   $      .04    $      4.12   $      1.36
      Pro forma                                           (.12)          4.06          1.28
  Diluted EPS:
      As reported                                   $      .04    $      4.00   $      1.34
      Pro forma                                           (.12)          3.94          1.26`

The fair value of grants
was estimated on the date of grant using the Black-Scholes option pricing model
with the following weighted-average assumptions used for 2002, 2001 and 2000,
respectively: risk-free interest rates of 2.76%, 4.80% and 6.58%, expected
volatilities of 55.6%, 50.20% and 47.40%, expected lives of 5.0 years, 5.0
years, and 3.50 years and 1.27% dividend yield in 2002, 0.5% dividend yield in
2001 and no dividend yield in 2000.

## Restricted
Stock Plan

On March 13, 2001, the Company
established the Frontier Oil Corporation Restricted Stock Plan (the
Plan) covering 1,000,000 shares of common stock held as treasury
stock by the Company. The Plans purpose is to permit grants of shares,
subject to restrictions, to key employees of the Company and is intended to
promote the interests of the Company by encouraging those employees to acquire
or increase their equity interest in the Company. The Plan is also intended to
enhance the ability of the Company to attract and retain the services of key
employees who are important to the growth and profitability of the Company. The
Plan is designed to work in conjunction with the Companys annual bonus
program for employees whereby all or a portion of a bonus awarded shall be paid
in the form of restricted stock granted under the Plan. Shares awarded under the
Plan entitle the shareholder to all rights of common stock ownership except that
the shares may not be sold, transferred or pledged during the restriction period
except as provided for in the Plan and any dividends are held by the Company and
paid to the employee when the stock vests.

As of December 31, 2002,
there are 294,697 shares of unvested restricted stock which represents the total
of both the 2001 and 2002 grants less the portion of the 2001 grant which has
now vested and reduced by shares forfeited from employee departures prior to
vesting. Of the remaining 181,638 shares from the 2001 grants, 60,540 shares
vest in March 2003 and the remaining 121,098 shares will vest in March 2004. The
Company granted an additional 113,059 restricted shares on March 13, 2002 and
recorded an additional $2.2 million to deferred employee compensation. These
restricted shares of common stock granted in 2002 vest 25% in March 2003, 25% in
March 2004 and 50% in March 2005. The shares for both the 2002 and 2001 grants
were recorded at the market value on the date of issuance (March 13, 2002 and
2001 respectively) as deferred employee compensation (equity account) and is
being amortized to compensation expense over the respective vesting periods of
the stock. Compensation expense for the years ended December 31, 2002 and 2001
was $907,000 and $380,000, respectively.

## 6.    Employee
Benefit Plans

## Contribution
Plans

The Company sponsors
defined contribution plans for its employees. All employees may participate by
contributing a portion of their annual earnings to the plans. The Company makes
basic and/or matching contributions on behalf of participating employees. The
cost of the plans for the three years ended December 31, 2002, 2001 and 2000 was
$5.1 million, $4.6 million and $4.8 million, respectively.

## Defined
Benefit Plans

The Company established a
defined cash balance pension plan, effective January 1, 2000, for eligible El
Dorado employees to supplement retirement benefits those employees lost upon the
sale of the El Dorado Refinery to Frontier. No other current or future employees
will be eligible to participate in the plan. This plan has assets of $3.8
million at December 31, 2002 and its funding status is in compliance with ERISA.

The Company provides
postretirement healthcare and other benefits to certain employees of the El
Dorado Refinery. Eligible employees are employees hired by the Refinery before
certain defined dates and who satisfy certain age and service requirements.
Employees hired on or before November 16, 1999 qualify for retirement healthcare
insurance until eligible for Medicare. Employees hired on or before January 1,
1995 are also eligible for Medicare supplemental insurance. These plans have no
assets as of December 31, 2002 and 2001.

The following tables set
forth the change in benefit obligation, the change in plan assets, the funded
status of the pension plan and postretirement healthcare and other benefit
plans, amounts recognized in the Companys financial statements, and the
principal weighted-average assumptions used:

`Postretirement
                                                                                Healthcare and
                                                        Pension Benefits        Other Benefits
                                                     ----------------------  --------------------
                                                         2002       2001         2002       2001
                                                     --------   --------     --------   --------
                                                                   (in thousands)
Change in benefit obligation
Benefit obligation at January 1                      $  8,816   $  8,409     $  15,075  $ 12,015
Service cost                                                -          -           691       599
Interest cost                                             582        563         1,071       901
Plan participant contributions                              -          -             3         1
Actuarial (gains) losses                                  449        (95)        2,547     1,566
Benefits paid                                             (53)       (61)           (7)       (7)
                                                     --------   --------     ---------  --------
Benefit obligation at December 31                    $  9,794   $  8,816     $  19,380  $ 15,075
                                                     ========   ========     =========  ========

Change in plan assets
Fair value of plan assets at January 1               $    925   $      -     $      -   $      -
Actual return on plan assets                               54         13            -          -
Employer contribution                                   2,851        973            4          6
Plan participant contributions                              -          -            3          1
Benefits paid                                             (53)       (61)          (7)        (7)
                                                     --------   --------     --------   --------
Fair value of plan assets at December 31             $  3,777   $    925     $      -   $      -
                                                     ========   ========     ========   ========

Funded status                                        $ (6,017)  $ (7,891)    $ (19,380) $(15,075)
Unrecognized net actuarial loss                           970        413         4,941     2,530
                                                     --------   --------     ---------  --------
Net amount recognized                                $ (5,047)  $ (7,478)    $ (14,439) $(12,545)
                                                     ========   ========     =========  ========

Amounts recognized in the balance sheets:
   Accrued benefit liability                         $ (6,017)  $ (7,891)    $ (14,439) $(12,545)
   Accumulated other comprehensive loss                   970        413            -          -
                                                     --------   --------     --------   --------
Net amount recognized                                $ (5,047)  $ (7,478)    $ (14,439) $(12,545)
                                                     ========   ========     =========  ========

Weighted-average assumptions as of December 31
Discount rate                                           6.25%      6.82%         6.25%     6.82%
Expected return on plan assets                          8.00%      8.00%         8.00%     8.00%`

Components of net periodic
benefit cost are as follows:

`Postretirement
                                                                                            Healthcare and
                                                              Pension Benefits              Other Benefits
                                                          ------------------------  -------------------------------
                                                            2002     2001     2000       2002       2001       2000
                                                          ------  -------  -------  ---------  ---------  ---------
                                                                               (in thousands)
Components of net periodic benefit cost:
Service cost                                              $    -  $     -  $     -  $     691  $     599  $     537
Interest cost                                                582      563      401       1071        901        752
Expected return on plan assets                              (162)     (25)       -          -          -          -
Amortization of prior service cost                             -        -        -          -          -          -
Recognized net actuarial loss                                  -        -        -        136         11          -
                                                          ------  -------  -------  ---------  ---------  ---------
Net periodic benefit cost                                 $  420   $  538   $  401   $  1,898  $  1,511   $   1,289
                                                          ======   ======   ======   ========  ========   =========

Healthcare cost trend rate:
                                                                                       15.00%     15.00%      9.00%
                                                                                   ratable to ratable to ratable to
                                                                                         5.0%       5.0%       5.0%
                                                                                    from 2007  from 2007  from 2009

Sensitivity Analysis:
Effect of 1% (-1%) change in healthcare cost-trend rate:
   Year-end benefit obligation                                                      $   4,258  $   3,322  $   2,688
                                                                                       (3,313)    (2,585)    (2,088)
   Total of service and interest cost                                                     394        338        293
                                                                                         (307)      (263)      (228)`

## 7.    Commitments and
Contingencies

## Lease and
Other Commitments

On November 16, 1999, Frontier
acquired the 110,000 barrels per day crude oil refinery located in El Dorado,
Kansas from Equilon Enterprises LLC, now known as Shell Oil Products US
(Shell). Under the provisions of the purchase and sale agreement,
the Company is required to make contingent earn-out payments for each of the
years 2000 through 2007 equal to one-half of the excess over $60 million per
year of the El Dorado Refinerys revenues less its material costs and
operating costs, other than depreciation. The total amount of these contingent
payments is capped at $40 million, with an annual cap of $7.5 million. Any
contingency payment will be recorded when determinable. Such contingency
payments, if any, will be recorded as additional acquisition cost. No contingent
earn-out payment will be required based on 2002 results. A contingent earn-out
payment of $7.5 million was required based on 2001 results and was accrued as of
December 31, 2001 and paid in early 2002. No contingent earn-out payment was
required based on 2000 results.

In connection with the
acquisition of the El Dorado Refinery, the Company entered into an operating
sublease agreement with Shell for the use of the cogeneration facility at the El
Dorado Refinery. The noncancellable operating sublease expires in 2016 with the
Company having the option to renew the sublease for an additional eight years.
At the end of the renewal sublease term, the Company has the option to purchase
the cogeneration facility for the greater of fair value or $22.3 million. The
Company also has building, equipment, aircraft and vehicle operating leases that
expire from 2003 through 2008. Operating lease rental expense was approximately
$11.3 million, $11.9 million and $11.1 million for the three years ended
December 31, 2002, 2001 and 2000, respectively. The approximate future minimum
lease payments as of December 31, 2002 are $10.4 million for 2003, $10.0 million
for 2004, $9.5 million for 2005, $9.0 million for 2006, $7.5 million for 2007
and $56.9 million thereafter.

The Company has a one-year
foreign crude oil supply agreement with Shell which expires April 2003. Under
this agreement, the Company may purchase crude oil for the El Dorado Refinery
from Shell, although the Company is not obligated to do so. The Company is
obligated to pay monthly installments towards an annualized commitment fee to
Shell for making foreign crude volumes available to the Company under this
agreement based on a per barrel fee for crude purchased under this agreement.
This agreement allows the Company to use Shells worldwide network to
acquire foreign crude oil.

In October 2002, the
Company entered into a five-year crude oil supply agreement with Baytex Energy
Ltd, a Canadian crude oil producer. On November 28, 2002, Baytex Energy Ltd.
assigned this agreement to its wholly-owned subsidiary, Baytex Marketing Ltd.
(Baytex). This agreement, which commences January 1, 2003, will
provide for the Company to purchase up to 20,000 barrels per day of a
Lloydminster crude oil blend, a heavy Canadian crude. Initially, the Company
will receive 9,000 barrels per day, increasing up to 20,000 barrels per day by
October 2003. The Company intends to process this crude oil at the Cheyenne
Refinery, which is near Guernsey, Wyoming, the delivery point of the crude oil
under this agreement. This type of crude oil typically sells at a discount to
lighter crude oils. The Companys price for the crude oil under the
agreement will be equal to 71% of the simple average of the near month
settlement prices of the NYMEX light sweet crude oil contracts during the month
of delivery, plus the cost of transportation based on the pipeline tariff from
Hardisty, Alberta to Guernsey, Wyoming, less $0.25 per barrel. The initial term
of the agreement is through December 31, 2007. This agreement provides a firm
source of heavy Canadian crude and also assigns most of the Companys
dedicated capacity through the Express Pipeline, a crude oil pipeline from
Canada to Guernsey, Wyoming.

The Company contracted for
pipeline capacity of approximately 13,800 bpd on the Express Pipeline from
Hardisty, Alberta to Guernsey, Wyoming in 1997 for a period of 15 years. The
agreement has allowed the Company to assign a portion of its capacity in early
years for additional capacity in later years. As discussed above, the Company
has assigned a portion of its contracted pipeline capacity to Baytex in
connection with the crude supply agreement. The Companys commitment for
pipeline capacity, based on the current tariff, and after reducing for the
commitment assigned to Baytex under the initial term of the agreement, is
approximately $1.6 million for 2003, $178,000 for 2004, $934,000 for 2005,
$284,000 for 2006, $0 for 2007, $6.1 million for each of the years 2008 though
2011, and $1.5 million for 2012. Should the Baytex agreement be extended, as
provided for in the agreement, beyond the initial term which is through December
31, 2007, a significant portion of the Companys commitment for pipeline
capacity will continue to be assigned to Baytex in the years 2008 through 2012.

The Company has a Resid
Processing Agreement, as amended, with Conoco Inc. (Conoco) which
expires no later than December 2006. Conoco is entitled to process in the
Cheyenne Refinery coker unit up to 3,300 barrels per day of resid. The Company
earns a processing fee ranging from $.80 to $2.05 per barrel depending on the
number of barrels of resid processed plus a pro rata share of the actual coker
operating costs.

The Company owns a 25,000
bpd interest in a crude oil pipeline from Guernsey, Wyoming to the Cheyenne
Refinery and a 50% interest in some crude oil tankage in Guernsey. The
Companys share of operating costs for the crude oil pipeline and the tanks
are recorded as refining operating costs.

The Company has commitments
to purchase crude oil from various suppliers on a one-month to one-year basis at
daily market posted prices to meet its refineries throughput requirements.

## Concentration
of Credit Risk

The Company has
concentrations of credit risk with respect to sales within the same or related
industry and within limited geographic areas. The Company sells its Cheyenne
products exclusively at wholesale, principally to independent retailers and
major oil companies located primarily in the Denver, western Nebraska and
eastern Wyoming regions. The Company sells a majority of its El Dorado gasoline,
diesel and jet fuel to Shell at market-based prices, under a 15-year offtake
agreement in conjunction with the purchase of the El Dorado Refinery previously
discussed. Beginning in 2000, the Company retained and marketed a portion of the
El Dorado Refinerys gasoline and diesel production. This portion will
increase 5,000 barrels per day each year for ten years. The amount of gasoline
and diesel production retained by the Company began at 5,000 barrels per day in
2000, and will rise to 50,000 barrels in 2009 and remain at that level through
the term of the agreement. Shell will purchase all jet fuel production from the
El Dorado Refinery through 2004. The Company retains and markets all of the
chemicals and heavy oils production from the El Dorado Refinery.

The Company extends credit
to its customers based on ongoing credit evaluations. An allowance for doubtful
accounts is provided based on the current evaluation of each customers
credit risk, past experience and other factors. During 2002, the Company
provided an allowance of $800,000 against a $2.2 million note receivable from a
customer which represents the estimated unsecured portion of the note. During
2000, doubtful accounts for two customers totaling $533,000 were written off.
The Company made sales to Shell during 2002, 2001 and 2000 of approximately $1.1
billion, $1.1 billion and $1.2 billion, respectively, which accounted for 58% of
consolidated sales revenues in 2002 and 59% of consolidated sales revenues in
2001 and 2000.

## Environmental

The Company accounts for
environmental costs as indicated in Note 2. The Companys refining and
marketing operations are subject to a variety of federal, state and local health
and environmental laws and regulations governing product specifications, the
discharge of pollutants into the air and water, and the generation, treatment,
storage, transportation and disposal of solid and hazardous waste and materials.
Permits are required for the operation of the Refineries, and these permits are
subject to revocation, modification and renewal. Governmental authorities have
the power to enforce compliance with these regulations and permits, and
violators are subject to injunctions, civil fines and even criminal penalties.
The Company believes that each of our Refineries is in substantial compliance
with existing environmental laws, regulations and permits.

The Companys
operations and many of the products manufactured are specifically subject to
certain requirements of the Clean Air Act (CAA) and related state
and local regulations. The 1990 amendments to the CAA contain provisions that
will require capital expenditures for the installation of certain air pollution
control devices at our refineries during the next several years. The EPA
recently embarked on a Petroleum Refining Initiative (Initiative)
alleging industry-wide noncompliance with certain CAA rules. The Initiative has
resulted in many refiners entering into consent decrees typically requiring
substantial expenditures for penalties and additional pollution control
equipment. Frontier has been contacted by the EPA and invited to meet with them
to hear more about the Initiative. At this time, the Company does not know how
or if the Initiative will affect Frontier. The Company has, however, recently
determined that over the next three years, expenditures totaling approximately
$10 million may be necessary to further reduce emissions from the
Refineries flare systems. Because other refineries will be required to
make similar expenditures, Frontier does not expect such expenditures to
materially adversely impact the Companys competitive position.

On December 21, 1999, the
EPA promulgated national regulations limiting the amount of sulfur that is to be
allowed in gasoline. The total capital expenditures estimated, as of December
31, 2002, to achieve the final gasoline sulfur standard, are approximately $35
million at the Cheyenne Refinery and approximately $44 million at the El Dorado
Refinery. Approximately $7.2 million of the Cheyenne Refinery expenditures had
been incurred as of December 31, 2002, an additional $20.8 million is expected
to be incurred by early 2004 with the remaining $7 million in 2009 and 2010. The
expenditures for the El Dorado Refinery are expected to be incurred beginning in
2008 and completed in 2010.

The EPA recently
promulgated regulations that will limit the sulfur content of highway diesel
fuel beginning in 2006 to 15 parts-per-million from the current standard of 500
parts-per-million. As of December 31, 2002, capital costs for diesel
desulfurization are estimated to be approximately $5 million for Cheyenne and
$56 million for El Dorado. The Cheyenne Refinery expenditures are currently
expected to be committed beginning in 2005, with the majority to be committed in
2006. Approximately $6 million of the El Dorado Refinery expenditures are
currently expected to be committed in 2004 with the remaining $50 million in
2005 and 2006.

The EPA has recently stated
their intent to propose new regulations that will limit emissions from diesel
fuel powered engines used in off-road activities such as mining, construction
and agriculture. The EPA has also stated their intent to simultaneously limit
the sulfur content of diesel fuel used in these engines to facilitate compliance
with the new emission standards. The EPA expects to propose the new off-road
diesel engine emissions and related fuel sulfur standards early in 2003. It is
likely that the new rules will require the off-road diesel fuel sulfur content
to be reduced to 500 parts-per-million or less from the current limit of 5,000
parts-per-million by 2007. Since a minor portion of the diesel fuel the Company
manufactures at the El Dorado Refinery is sold to the off-road market, these
regulations, when promulgated, will likely require certain modifications to the
Refinery. The cost associated with such modifications cannot be estimated until
the final regulatory limits are known.

As is the case with all
companies engaged in similar industries, the Company faces potential exposure
from future claims and lawsuits involving environmental matters. The matters
include soil and water contamination, air pollution, personal injury and
property damage allegedly caused by substances which the Company manufactured,
handled, used, released or disposed of.

Cheyenne Refinery.
The Company is party to an agreement with the State of Wyoming requiring the
investigation and possible eventual remediation of certain areas of the Cheyenne
Refinerys property which may have been impacted by past operational
activities. Among other things, this order required a technical investigation of
the Cheyenne Refinery to determine if certain areas have been adversely impacted
by past operational activities. Based upon the results of the investigation,
additional remedial action could be required by a subsequent administrative
order or permit. The ultimate cost of any environmental remediation projects
that may be identified by the site investigation required by the agreement
cannot be reasonably estimated at this time.

El Dorado Refinery.
The El Dorado Refinery is subject to a 1988 consent order with the Kansas
Department of Health and the Environment (KDHE). This order,
including various subsequent modifications, requires the Refinery to continue
the implementation of a groundwater management program with oversight provided
by the KDHE Bureau of Environmental Remediation. The order requires that
remediation activities continue until KDHE-established groundwater criteria or
other criteria agreed to by the KDHE and the Refinery are met. Subject to the
terms of the purchase and sale agreement, Shell will be responsible for the
costs of continued compliance with this order.

The most recent National
Pollutant Discharge Elimination System permit issued to the El Dorado Refinery
requires, in part, the preparation and submittal of an engineering report
identifying certain refinery wastewater treatment plant upgrades necessary to
allow routine compliance with applicable discharge permit limits. In accordance
with the provisions of the purchase and sale agreement, Shell will be
responsible for the first $2 million of any required wastewater treatment system
upgrades. If required system upgrade costs exceed this amount, Shell and
Frontier will share, based on a sliding scale percentage, up to another $3
million in upgrade costs. Subject to the terms of the purchase and sale
agreement, Shell will be responsible for up to $5 million in costs, in addition
to Shells obligation for the wastewater treatment system upgrade, relating
to safety, health and environmental conditions after closing arising from
Shells operation of the El Dorado Refinery that are not covered under a
ten-year insurance policy. This insurance policy has $25 million coverage
through November 17, 2009 for environmental liabilities, with a $500,000
deductible, and will reimburse the Company for losses related to all known and
some unknown conditions existing prior to our acquisition of the El Dorado
Refinery. The first phase of wastewater treatment system upgrades was completed
in 2001 at a cost of $2.6 million with payment apportioned as described above.

On August 18, 2000, the
Company entered into a Consent Agreement and Final Order of the Secretary
(Agreement) with the KDHE that required the initiation of a
wastewater toxicity testing program to commence upon the completion of the
wastewater treatment upgrades described above. Good progress has since been made
toward satisfying the provisions of the Agreement and Frontier expects to meet
all applicable requirements.

## Litigation

The Company is involved in
various lawsuits which are incidental to its business. In managements
opinion, the adverse determination of such lawsuits would not have a material
adverse effect on the Companys liquidity, financial position or results of
operations.

## Collective
Bargaining Agreement Expiration

The Companys refining
units hourly employees are represented by seven bargaining units, the largest
being the Paper, Allied-Industrial, Chemical and Energy Workers International
Union (PACE). Six AFL-CIO affiliated unions represent the Cheyenne
Refinery craft workers. At the Cheyenne Refinery, the current contract with PACE
expires in July 2006, while the current contract with the AFL-CIO affiliated
unions expires in June 2009. The El Dorado Refinerys hourly workers are
all represented by PACE and the current contract with PACE expires January 2006.
The union employees represent approximately 61% of the Companys work force
at December 31, 2002.

## 8.    Fair Value
of Financial Instruments

The fair value of the
Companys Senior Notes was estimated based on quotations obtained from
broker-dealers who make markets in these and similar securities. At December 31,
2002 and 2001, the carrying amounts of long-term debt instruments were $208.0
million and $208.9 million, respectively, and the estimated fair values were
$212.6 million and $222.3 million.

## 9.    Price Risk
Management Activities

The Company, at times,
enters into commodity derivative contracts for the purposes of managing price
risk on foreign crude purchases, crude and other inventories, and natural gas
purchases and to fix margins on certain future production.

## Trading
Activities

| | During
2002, 2001 and 2000, the Company had the following derivative activities which,
while economic hedges were not accounted for as hedges and whose gains or losses
are reflected in other revenues:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Derivative contracts on barrels of crude oil to hedge butane inventory builds at
the El Dorado Refinery. During the year ended December 31, 2002, the Company
recorded $903,000 in realized losses on these positions.                                                                                                                                                                                                                                             
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Derivative contracts during 2002 on barrels of crude oil to hedge excess gas oil
inventory at the Cheyenne Refinery had $202,000 in realized losses.                                                                                                                                                                                                                                                                                                               
| | Derivative contracts during 2002 on barrels of crude oil to hedge excess gas oil
inventory at the El Dorado Refinery resulted in gains of $896,000.                                                                                                                                                                                                                                                                                                                
| | Derivative contracts during 2002 on barrels of crude oil to hedge excess naptha
inventory at the El Dorado Refinery resulted in losses of $579,000.                                                                                                                                                                                                                                                                                                                
| | Derivative contracts
during 2002 to hedge crude oil resulted in a gain of $48,000.                                                                                                                                                                                                                                                                                                                                                                                 
| | Derivative contracts to fix margins on sales of gasoline and diesel. During
2001, the Company recorded net gains on these positions totaling $2.5 million
($394,000 realized gain plus the reversal of the $2.1 million unrealized loss
recorded in 2000). During 2000, the impact of these positions was $0 ($2.1
million realized gain and an unrealized loss of $2.1 million recorded at
December 31, 2000 on open positions).                                  
| | Derivative contracts on unleaded gasoline to hedge butylene inventory builds at
the El Dorado Refinery which were drawn down in April and May 2001. During 2001,
the Company recorded a net loss of $1.3 million on these positions ($769,000
realized loss plus the reversal of the unrealized gain recorded in 2000.) During
2000, the Company recorded net gains of $564,000, consisting of an unrealized
gain recorded at December 31, 2000 on open positions. 
| | Derivative contracts on barrels of crude oil to hedge excess inventory against
price declines. During 2001, the Company recorded net losses of $1.5 million on
these positions ($763,000 net realized losses plus the reversal of the
unrealized gain recorded in 2000). During 2000, the Company recorded net gains
of $115,000 on these positions ($622,000 realized losses plus an unrealized gain
of $737,000 recorded on open positions at December 31, 2000).
| | Derivative contracts on barrels of crude oil to protect against price declines
on foreign crude oil purchases. During 2001, the Company recorded a net loss of
$2.2 million on these positions ($1.8 million realized gain less the unrealized
gain recorded in 2000.) During 2000, the Company recorded net gains of $4.0
million, consisting of an unrealized gain recorded at December 31, 2000 on open
positions.                                              
| | Derivative contracts on natural gas to hedge natural gas costs. During 2001, the
Company realized a $472,000 gain on positions to hedge natural gas.                                                                                                                                                                                                                                                                                                               
| | Derivative contracts on barrels of unleaded gasoline and barrels of heating oil
to hedge gas oil inventory builds at the Cheyenne Refinery. During 2001, the
Company realized a $144,000 loss on these positions.                                                                                                                                                                                                                                                  

As of December 31, 2002,
the Company had no open derivative contracts.

## Hedging
Activities

During 2002, 2001 and 2000,
the Company had the following derivatives which were appropriately designated
and accounted for as hedges:

| | Crude Purchases. At December 31, 2002, the Company had no open derivative
contracts to hedge against price declines on foreign crude oil purchases. During
the year ended December 31, 2002, the Company closed out contracts to hedge
foreign crude purchases and realized net losses of $9.8 million, of which $10.7
million increased crude costs and $878,000 income was reflected in other
revenues for the ineffective portion of those hedges. These contracts were
accounted for as fair value hedges. At December 31, 2001, the Company had open
derivative contracts on 422,000 barrels of crude oil to hedge against price
declines on foreign crude oil purchases which were accounted for as fair value
hedges under SFAS No. 133. The unrealized ineffective portion of this hedge
recorded in other revenues during 2001 was a $30,000 gain. During 2001, the
Company realized gains of $7.1 million on crude fair value hedges of which
$229,000 was the ineffective portions recorded in other revenues and $6.8
million was recorded as a reduction of crude oil costs. During 2000, the Company
recognized losses of $6.0 million on crude oil hedging derivative contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Natural Gas Collars. In March 2002, the Company entered into price swaps on
natural gas for the purpose of hedging approximately 50% of the Refineries
anticipated usage against natural gas price increases for April 2002 through
December 2002. These contracts were accounted for as cash flow hedges. One group
of contracts to hedge natural gas costs at the El Dorado Refinery averaged
300,000 MMBTU per month at an average price of $3.34 per MMBTU (Panhandle). A
second group of contracts to hedge natural gas costs at the Cheyenne Refinery
averaged 112,222 MMBTU per month at an average price of $2.84 per MMBTU (CIG).
The April and May contracts resulted in net realized gains totaling $41,000 and
were recorded into refining operating costs. Due to natural gas market
conditions, a decision was made in May to close out the remaining June through
December contracts resulting in a net gain of $393,000. The realized gains or
losses were recorded in other comprehensive income (equity account), net of tax.
The pretax realized gains or losses were reclassified into refining operating
costs and out of other comprehensive income based on the month when the
corresponding natural gas was purchased. As of December 31, 2002, all these
gains and losses and been reclassified into earnings.
During
September 2000, the Company purchased two costless collars for the purpose of
hedging against natural gas price increases for the November 2000 through March
2001 period. The first collar covered an aggregate of 38,000 MMBTU with ceiling
and floor prices of $6.50 and $4.29, respectively. The second collar covered an
aggregate of 9,000 MMBTU with ceiling and floor prices of $6.50 and $4.00,
respectively. Through December 31, 2000, no gains or losses had been recorded
related to the collars. At December 31, 2000, these collars had a fair value of
$4.1 million. In the first quarter of 2001, these positions were closed and the
Company realized a $2.4 million gain. Beginning January 1, 2001, the Company
began accounting for these contracts as cash flow hedges under the provisions of
SFAS No. 133.
| | Natural Gas Purchases.  During 2000, the Company recognized natural gas hedging gains of $195,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholders of Frontier Oil Corporation:

We have audited the
accompanying consolidated balance sheet of Frontier Oil Corporation and
subsidiaries as of December 31, 2002, and the related consolidated statements of
operations, changes in shareholders equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit. The consolidated financial statements
of Frontier Oil Corporation as of December 31, 2001, and for the years ended
December 31, 2001 and 2000 were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those
consolidated financial statements in their report dated February 8, 2002.

We conducted our audit in
accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such
consolidated financial statements present fairly, in all material respects, the
financial position of Frontier Oil Corporation and subsidiaries as of December
31, 2002 and the results of their operations and their cash flows for the year
ended December 31, 2002, in conformity with accounting principles generally
accepted in the United States of America.

DELOITTE & TOUCHE LLP

Houston, Texas
February 7, 2003

Frontier Oil Corporation
dismissed Arthur Andersen LLP on March 28, 2002 and subsequently engaged
Deloitte & Touche LLP as its independent auditors. The predecessor
auditors report appearing below is a copy of Arthur Andersen LLPs
previously issued opinion dated February 8, 2002. Since Frontier Oil Corporation
is unable to obtain a manually signed audit report, a copy of Arthur Andersen
LLPs most recent signed and dated report has been included to satisfy
filing requirements, as permitted under Rule 2-02(e) of Regulation S-X.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

## To the
Shareholders of Frontier Oil Corporation:

We have audited the
accompanying consolidated balance sheets of Frontier Oil Corporation (a Wyoming
corporation) and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, changes in shareholders equity and
cash flows for each of the three years in the period ended December 31, 2001.
These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in
accordance with auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the
financial statements referred to above present fairly, in all material respects,
the financial position of Frontier Oil Corporation and subsidiaries as of
December 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States.

ARTHUR
ANDERSEN LLP

Houston, Texas
February 8, 2002

# REPORT OF
MANAGEMENT

The information contained
in this Annual Report, as well as all the financial and operational data we
present concerning Frontier Oil Corporation, is prepared by management. Our
financial statements are fairly presented in all material respects in conformity
with generally accepted accounting principles.

It has always been our
intent to apply proper and prudent accounting guidelines in the presentation of
our financial statements; and, we are committed to full and accurate
representation of our condition through complete and clear disclosures. We stand
behind this pledge as a matter of honor and integrity.

James R. Gibbs
Chairman of the Board, President and
Chief Executive Officer

Julie H. Edwards
Executive Vice President - Finance and Administration,
Chief Financial Officer

Nancy J. Zupan
Vice President - Controller

UNAUDITED SUPPLEMENTARY DATA

## SELECTED QUARTERLY
FINANCIAL AND OPERATING DATA

`2002                                   2001
                                                 ------------------------------------------ ---------------------------------------
(unaudited, dollars in thousands except per share)    Fourth    Third     Second    First     Fourth    Third     Second    First
-----------------------------------------------------------------------------------------------------------------------------------
Revenues                                             $531,558  $486,680  $459,162  $336,350  $365,560  $538,049  $553,649  $431,143
Operating income (loss)                                11,110     8,487     1,631     6,671   (11,447)   62,473   100,916    12,158
Net income (loss)                                       2,965       809    (3,007)      261   (10,422)   34,662    78,901     4,512
Basic earnings (loss) per share:                        $0.11     $0.03    ($0.12)    $0.01    ($0.41)    $1.33     $2.99     $0.17
Diluted earnings (loss) per share:                      $0.11     $0.03    ($0.12)    $0.01    ($0.41)    $1.27     $2.86     $0.17
Net cash provided by (used in) operating
activities                                             43,749    20,237    (3,120)  (10,044)  (10,827)   73,812   109,164   (33,574)
Net cash used in investing activities                  (6,729)   (4,193)  (10,560)  (15,635)   (8,585)   (5,272)   (4,560)   (4,407)
Net cash provided by (used in) financing
 activities                                           (31,339)  (19,082)   15,494    29,591   (11,528)  (17,639)  (64,104)   17,069
EBITDA (1)                                             18,089    15,466     8,407    13,269    (5,056)   68,808   107,120    18,238
Refining operations
    Total charges (bpd) (2)                           162,361   170,391   165,074   157,310   153,649   169,878   161,854   146,632
    Gasoline yields (bpd) (3)                          94,564    79,779    82,050    82,104    82,310    83,506    77,283    69,201
    Diesel and jet fuel yields (bpd) (3)               55,140    53,101    54,190    51,273    49,313    54,578    52,653    48,247
    Total product sales (bpd)                         175,888   166,750   169,366   153,880   163,375   174,281   159,531   138,770
   Average light/heavy spread based on delivered
      crude costs for the Cheyenne Refinery(per
      bbl) (4)                                          $5.73     $3.95     $3.52     $3.75     $6.13     $6.42     $7.55     $8.20
   Average WTI/WTS crude oil spread (per bbl) (5)       $1.73     $0.97     $1.22     $1.53     $2.22     $2.68     $3.77     $3.73
-----------------------------------------------------------------------------------------------------------------------------------`

|(1) | EBITDA represents income before interest expense,  interest income,  income tax, and depreciation and amortization.  EBITDA is
       not a calculation based upon generally accepted accounting  principles;  however, the amounts included in the EBITDA calculation
       are derived from amounts included in the consolidated  financial  statements of the Company.  EBITDA should not be considered as
       an alternative to net income or operating income, as an indication of operating  performance of the Company or as an alternative
       to operating cash flow as a measure of liquidity.  EBITDA is not  necessarily  comparable to similarly  titled measures of other
       companies.  EBITDA is presented here because it enhances an investor's  understanding of Frontier's ability to satisfy principal
       and  interest  obligations  with  respect to  Frontier's  indebtedness  and to use cash for other  purposes,  including  capital
       expenditures.  EBITDA is also used for  internal  analysis and as a basis for  financial  covenants.  Frontier's  EBITDA for the
       2002 and 2001 quarters is reconciled to net income as follows (in thousands):
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`2002                                     2001
                                          ---------------------------------------- -----------------------------------------
                                            Fourth     Third    Second    First      Fourth    Third     Second     First
                                          ---------------------------------------- -----------------------------------------
Net income (loss)                             $2,965      $809  ($3,007)     $261   ($10,422)  $34,662    $78,901    $4,512
Add provision (benefit) for income taxes       1,686     1,140   (1,864)       98     (7,456)   21,221     13,849       459
Add interest expense and other financing
  costs                                        6,874     7,009    6,953     6,777      7,129     7,458      8,659     7,900
Subtract interest income                        (415)     (471)    (451)     (465)      (698)     (868)      (493)     (713)
Add depreciation and amortization              6,979     6,979    6,776     6,598      6,391     6,335      6,204     6,080
                                          ----------------------------------------- ----------------------------------------
EBITDA                                       $18,089   $15,466   $8,407   $13,269    ($5,056)  $68,808   $107,120   $18,238
                                          ========================================= ========================================`

|(2) | Charges are the quantity of crude oil and other feedstock processed through refinery units.                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3) | Manufactured  product yields are the volumes of specification  materials that are obtained through the distilling of crude oil
       and the operations of other refinery process units.
|(4) | Average  light/heavy  spread is the  discount at which heavy crude oil  (gravity is low) sells  compared to the sales price of
       light crude oil (gravity is high).                 
|(5) | Average differential between benchmark West Texas intermediate (sweet) and West Texas sour crude oil prices.                                                                             

ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Report on Form 8-K filed April 3, 2002 is  incorporated  herein by reference.  This report included Item 4 for the reporting
of Changes in Registrant's Certifying Accountant and Item 7(c)(16) Letter re: change in certifying accountant.

PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

Set forth below are the directors of the Company along with their ages as of March 3, 2003.

Mr. James R. Gibbs (58) joined the Company in February  1982 and has been  President  and Chief  Operating  Officer  since January
1987. He assumed the additional  position of Chief Executive Officer on April 1, 1992 and additionally  became Chairman of the Board on
April 29, 1999.  Mr. Gibbs is a member of the Board of  Directors  of Smith  International,  Inc.,  an oil field  service  company;  an
advisory  director of Frost  National  Bank,  Houston;  a director of Veritas DGC Inc., a seismic  service  company;  and a director of
Gundle/SLT Environmental, Inc., an environmental service company.  Mr. Gibbs was elected a director of the Company in 1985.

Mr. Douglas Y. Bech (57) has been Chairman and Chief Executive Officer of Raintree Resorts International,  Inc. (Raintree) since
August 1997.  Mr. Bech is also a director and executive  officer of Raintree  U.S.  Holdings,  LLC,  which filed for  protection  under
Chapter 11 of the  Bankruptcy  Code on June 28, 2002.  Raintree  U.S.  Holdings,  LLC is a  non-operating  wholly owned  subsidiary  of
Raintree.  From 1994 to 1997, Mr. Bech was a partner in the law firm of Akin, Gump,  Strauss,  Hauer & Feld, L.L.P. of Houston,  Texas.
Since 1994, he has also been a managing  director of Raintree  Capital  Company,  LLC, a merchant  banking firm. From 1993 to 1994, Mr.
Bech was a partner of Gardere & Wynne,  L.L.P.  of Houston,  Texas.  From 1970 until 1993,  Mr. Bech was  associated  with and a senior
partner of Andrews & Kurth  L.L.P.  of Houston,  Texas.  Mr. Bech is a member of the Board of Directors of Pride  Refining,  Inc.,  the
general partner of Pride  Companies,  L.P., a products  pipeline and crude  gathering  company and j2 Global  Communications,  Inc., an
internet document communications company. He was appointed a director of the Company in 1993.

Mr. G. Clyde Buck (65) has been a Senior Vice  President  and Managing  Director of the  investment  banking  firm Sanders  Morris
Harris,  Inc.  (including  predecessor  firms) since 1998. From 1983 to 1998, he was a Managing Director of Dain Rauscher  Corporation,
also an  investment  banking  firm.  Mr. Buck is also a member of the Board of  Directors  of Smith  International,  Inc.,  an oilfield
service company.  He was appointed a director of the Company in 1999.

Mr. T. Michael Dossey (60) has been a management  consultant  located in Houston,  Texas since April 2000. From April 2000 through
August 2002, Mr. Dossey was a management  consultant  affiliated with the Adizes Institute of Santa Barbara,  California.  Prior to his
retirement  in April 2000,  Mr. Dossey spent 35 years with the Shell Oil Company and its  affiliates.  His last  assignment  with Shell
was General  Manager-Mergers and Acquisitions for Equilon  Enterprises LLC, an alliance between the domestic  downstream  operations of
Shell and Texaco.  He also had been Vice  President  and  Business  Manager  for Shell Deer Park  Refining  Company,  which was a joint
venture  operation with Pemex.  Previously,  he spent several years in Saudi Arabia where he was General  Operations  Manager for Saudi
Petrochemical  Company, a joint venture between Shell and the Saudi Arabian  government.  Earlier in his career, Mr. Dosseys positions
included various business and operational  positions in Shells refining and petrochemical  operations  domestically and in Europe. Mr.
Dossey is a member of the advisory  board of Verticore  Technologies,  Inc. and the marketing  advisory  board of  Management  Vitality
Company, management consulting companies.  He was appointed a director of the Company in 2000.

Mr. James H. Lee (54) is Managing  General Partner and principal owner of Lee, Hite & Wisda Ltd., an oil and gas consulting  firm,
which he  founded  in  1984.  From  1981 to 1984,  Mr.  Lee was a  Principal  with the oil and gas  advisory  firm of  Schroder  Energy
Associates.  He had prior experience in investment  management, corporate  finance and mergers and  acquisitions at Cooper Industries
Inc. and at White,  Weld & Co.  Incorporated.  Mr. Lee is a member of the Board of Directors of Forest Oil Corporation, an oil and gas
exploration and production company.  He was appointed a director of the Company in 2000.

Mr. Paul B. Loyd,  Jr. (56) served as Chairman of the Board and Chief  Executive  Officer of R&B Falcon  Corporation,  the worlds
largest offshore drilling company,  from December 1997 until its merger in January 2001, with Transocean Sedco Forex,  after which time
he retired.  From April 1991 until December 1997 Mr. Loyd was Chairman of the Board and Chief  Executive  Officer of Reading and Bates,
and prior to that time he had served as Assistant to the president of Atwood  Oceanics  International,  President of  Griffin-Alexander
Company,  and Chief Executive  Officer of  Chiles-Alexander  International,  Inc., all of which are companies in the offshore  drilling
industry.  He has served as consultant to the Government of Saudi Arabia,  and was a founder and principal of Loyd & Associates,  Inc.,
an investment  company  focusing on the energy  industry.  Mr. Loyd is a member of the Board of Directors of Carrizo Oil & Gas, Inc., a
member of the Board of Directors of Enterprise  Oil,  Plc., a member of the Board of Directors of Transocean  Sedco Forex and serves on
the Board of Trustees of Southern  Methodist  University  and the  Executive  Board of the Cox School of Business.  He was  appointed a
director of the Company in 1994.

Mr. Carl W. Schafer (67) has been the President of the Atlantic Foundation,  a charitable foundation,  since 1990. From 1987 until
1990, Mr.  Schafer was a principal of the investment  management  firm of Rockefeller & Co., Inc. Mr. Schafer  presently  serves on the
Board of Directors of Roadway  Corporation,  a transportation  company;  the UBS PaineWebber,  Guardian,  Harding Loevner, and European
Investors Groups of Mutual Funds,  registered investment  companies;  and Labor Ready, Inc., a temporary labor company. Mr. Schafer was
elected a director of the Company in 1984.

Executive and Other Officers

Set forth  below are the  executive  officers of the Company as of year end 2002 along with their ages as of March 3, 2003 and the
office held by each officer.

Mr. James R. Gibbs (58) is Chairman of the Board,  President and Chief Executive Officer.  Information about Mr. Gibbs is included
above under Directors.

Ms. Julie H.  Edwards (44) is Executive  Vice  President-Finance  &  Administration.  She joined the Company in March 1991 as Vice
President-Secretary  & Treasurer,  was Senior Vice  President-Finance & Chief Financial Officer from August 1994 until April 2000, when
she was promoted to her current  position.  From 1985 to February  1991,  she was employed by Smith Barney,  Harris Upham & Co. Inc. in
the Corporate  Finance  Department.  Prior to 1985, she was employed by Amerada Hess  Corporation and American  Ultramar,  Ltd.,  which
were oil  companies,  as a geologist.  Ms. Edwards  recently  became a member of the board of directors of EOTT Energy LLC, a crude oil
pipeline company, the new entity that emerged from the bankruptcy of EOTT Energy Partners, L.P.

Mr. W. Reed Williams (55) has been Executive Vice  President-Refining  & Marketing  since joining the Company in July 2000. He has
over 29 years of experience in refining and  marketing.  Prior to joining the Company,  Mr.  Williams was employed by Ultramar  Diamond
Shamrock beginning in 1993, where his responsibilities  included corporate  development,  operations planning,  pipeline operations and
product supply and  distribution.  His final position at Ultramar Diamond Shamrock was Vice President of Logistics  Development.  Prior
to 1993,  Mr.  Williams was  employed by Tesoro  Petroleum  Corporation  for  nineteen  years (1973 until 1992) where he held  numerous
positions,  including  Group Vice  President of Refining,  Marketing  and Supply from 1990 to 1992.  During 1992,  he was  President of
Remote Operating Systems, Inc. before joining Ultramar Diamond Shamrock.

Mr. J. Currie Bechtol (61) has been Vice  President-General  Counsel of the Company since January 1998 and became Secretary of the
Company in August 2000.  Prior to joining the Company,  Mr.  Bechtol was in private  legal  practice for 28 years,  most  recently with
Hutcheson & Grundy L.L.P. from 1984 until joining the Company.

Mr. Jon D. Galvin  (49) is Vice  President  of the  Company.  He was  appointed  to this  position in July 2000 and served as Vice
President-Controller  of the Company from September 1997 until July 2000. Mr. Galvin was the Chief  Financial  Officer of the Company's
Frontier refining  subsidiaries from February 1992 until July 2000, when he was promoted to Vice  President-Crude Oil Supply of certain
of the Companys refining subsidiaries.  Previously, he had spent 15 years with Arthur Andersen, ultimately as Audit Principal.

Mr. Gerald B. Faudel (53) has been Vice  President-Corporate  Relations and  Environmental  Affairs of the Company since  February
2000. Mr. Faudel had  previously  been Vice  President-Safety  and  Environmental  Affairs and had served in similar  capacities  since
November 1993. From October 1991 through  November 1993, Mr. Faudel was Director of Safety,  Environmental  and External Affairs of the
refining  subsidiaries of the Company.  Mr. Faudel was employed by Frontier Oil  Corporation  from October 1989 through October 1991 as
Director of Safety,  Environmental and External Affairs.  Prior to October 1989, Mr. Faudel was employed with Tosco  Corporation's Avon
Refinery as Manager of Hazardous Waste and Wastewater Program.

Ms. Nancy J. Zupan (48) is Vice  President-Controller  of the Company. Prior to her appointment to this position in February 2001,
Ms. Zupan was Controller for the Company's  subsidiaries  from 1991, when Frontier  acquired the Cheyenne  Refinery.  She held the same
position  for the prior owners of the  Cheyenne  Refinery  from 1987 until the  acquisition.  Prior to 1986,  Ms. Zupan was employed by
Husky Oil Company, the predecessor owner of the Cheyenne Refinery.

Section 16 Filings Disclosure

Section 16(a) of the 1934 Act requires the Companys directors and executive  officers,  and persons who own more than ten percent
of a registered class of the Company's equity  securities,  to file with the Commission and the New York Stock Exchange initial reports
of ownership  and reports of changes in ownership of Common Stock of the  Company.  Officers,  directors  and greater than  ten-percent
shareholders are required by Commission regulations to furnish the Company with copies of all Section 16(a) forms they file.

To the Companys knowledge, based solely on review of the Company's copies of such reports furnished to the Company and written
representations that no other reports were required, during the fiscal year ended December 31, 2002, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with.

ITEM 11.      EXECUTIVE COMPENSATION

Information appearing under the caption Executive Compensation and Other Information in the 2003 Proxy Statement is hereby
incorporated by reference except for the information under the caption  Stock Options which is set forth below.

Stock Options

The Company  currently  maintains  three stock  option  plans  pursuant to which  options to purchase  shares of Common  Stock are
outstanding.  One plan  currently  has shares of Common  Stock available  for future  grants to eligible  employees,  the Frontier Oil
Corporation 1999 Stock Plan, in which directors and other non-employee  agents of the Company are eligible to participate.  The purpose
of the  stock  option  plans is to  advance  the  best  interest  of the  Company  by  providing  those  persons  who have  substantial
responsibility for the management and growth of the Company with additional  incentive by increasing their proprietary  interest in the
success of the  Company.  As of March 3, 2003,  there were 141,650 of shares of Common Stock  available  for grant under the  Companys
existing stock option plans.

`OPTION GRANTS IN 2002

                                              Individual Grants
                           ---------------------------------------------------------

                            Number of      Percent of                                     Potential Realizable
                            Securities       Total                                          Value at Assumed
                            Underlying      Options                                      Annual Rates of Stock
                             Options       Granted to      Exercise                      Price Appreciation for
                             Granted       Employees        Price       Expiration          Option Term (1)
Name                           (#)          in 2002         ($/sh)         Date             5%              10%
                           ------------- --------------- ------------- ------------- ---------------- --------------


James R. Gibbs                  270,000       38.4          21.85        4/16/07         1,629,923      3,601,704
Julie H. Edwards                 95,000       13.5          21.85        4/16/07           573,491      1,267,266
W. Reed Williams                 95,000       13.5          21.85        4/16/07           573,491      1,267,266
J. Currie Bechtol                10,400        1.5          21.85        4/16/07            62,782        138,732
Jon D. Galvin                    19,000        2.7          21.85        4/16/07           114,698        253,453`

|(1) | The Commission  requires  disclosure of the potential  realized value or present value of each grant.  The disclosure  assumes
     the options  will be held for the full term of the option prior to  exercise.  Such  options may be exercised  prior to the end of
     such term.  The actual  value,  if any, an  executive  officer  may realize  will depend on the excess of the stock price over the
     exercise price or the date the option is exercised.  There can be no assurance  that the stock price will  appreciate at the rates
     shown in the table.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`AGGREGATE OPTION EXERCISES IN 2002
                                            AND OPTION VALUES AT DECEMBER 31, 2002

                                                           Number of Securities             Value of Unexercised
                            Shares                        Underlying Unexercised          In-the-Money Options at
                         Acquired on        Value        Options at Dec. 31, 2002              Dec. 31, 2002
         Name            Exercise (#)   Realized ($)    Exercisable/Unexercisable      Exercisable/Unexercisable (1)
                        --------------- -------------- ----------------------------- --------------------------------

James R. Gibbs                       0              0            647,500/352,500          $6,163,850/$1,453,000
Julie H. Edwards                     0              0            220,500/122,500              2,131,785/523,775
W. Reed Williams                     0              0            132,500/122,500                946,050/444,650
J. Currie Bechtol               12,000        169,260              78,600/29,800                801,970/208,840
Jon D. Galvin                   25,200        408,400              97,750/37,250                994,960/219,060`

|(1) | Computed based on the  difference  between aggregate  fair market value and aggregate exercise price.  The fair market value of
     the Companys Common Stock on December 31, 2002 was $17.22 based on the closing sale price on December 31, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information setting forth the security ownership of certain beneficial owners and management appearing under the captions Principal
Shareholders and Common Stock Owned by Directors and Executive Officers in the 2003 Proxy Statement is hereby incorporated by
reference.  Information regarding the Company's securities authorized for issuance under equity compensation plans is included in
Part II, Item 5.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

## Certain
Relationships and Related Transactions

Burnet, Duckworth &
Palmer, a law firm of which Mr. Palmer, a director emeritus of the Company, is a
partner, is retained by the Company as its counsel for certain Canadian legal
matters. The Company has paid Mr. Palmers law firm $47,751 since January
2001 through May 31, 2003, substantially all of which has been paid in 2003.

In 2002, Mr. Dossey
consulted on behalf of the Adizes Institute LLC, a management consulting
organization. In July 2001, the Company entered into an agreement for a one year
corporate membership with the Adizes Institute for a fee of $150,000 plus
certain expenses. In 2001, the Company paid $87,900 to the Adizes Institute for
50% of the annual fee and reimbursement of the expenses related to their
services. Their services were completed in 2002 and the company paid $75,580 for
the remainder of the membership fee and reimbursement of expenses.

ITEM 14.    CONTROLS AND PROCEDURES

We maintain a set of
disclosure controls and procedures that are designed to ensure that information
required to be disclosed by us in the reports filed by us under the Securities
Exchange Act of 1934, as amended (Exchange Act), is recorded,
processed, summarized and reported within the time periods specified in the
SECs rules and forms. Within the 90 days prior to the date of this report,
we carried out an evaluation, under the supervision and with the participation
of our management, including our Chairman of the Board, President and Chief
Executive Officer and Executive Vice President - Finance & Administration,
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-14 of the Exchange Act. Based on that
evaluation, our Chairman of the Board, President and Chief Executive Officer and
Executive Vice President - Finance & Administration, Chief Financial
Officer, concluded that our disclosure controls and procedures are effective.

There have been no
significant changes in our internal controls or other factors that could
significantly affect those controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

## PART IV

ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

|(a)2. | Financial Statements Schedules                                                                                                                                                                  
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Report of Independent Public Accountants                                                                                                                                                        
|      | Schedule I - Condensed Financial Information of Registrant                                                                                                                                      
|      | Schedule II - Valuation and Qualifying Accounts                                                                                                                                                 
|      | Other
Schedules are omitted because of the absence of the conditions under which they
are required or because the required information is included in the financial
statements or notes thereto.

|(a)3. | List of Exhibits |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----- | ---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*     | 3.1  -           | Articles of Amendment to the Restated Articles of Incorporation of the Company (Exhibit 3.2 to Registration  Statement No.
              333-47745, filed May 4, 1998).                                                                                                                                                                                                                                                                                                                                                                                                                                                
|*     | 3.2 -            | Fourth Restated By-Laws of the Company as amended through February 20,
1992 (Exhibit 3.2 to Form 10-K dated December 31, 1992, file no. 1-07627,filed
March 10, 1993).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|*     | 4.1 -            | Indenture dated as of February 9, 1998 between the Company and Chase Bank
of Texas, National Association, as Trustee relating to the Companys 9-1/8%
Senior Notes due 2006 (filed as Exhibit 4.8 to Registration Statement No. 333-47745,
filed March 11, 1998).                                                                                                                                                                                                                                                                                                                                                      
|*     | 4.2  -           | Indenture dated as of November 12, 1999, among the Company and Chase Bank of Texas, National
Association, as Trustee relating to the Companys 113⁄4% Senior Notes due 2009
(Exhibit 4.1 to Form 8-K, file no. 1-07627, filed December 1, 1999).                                                                                                                                                                                                                                                                                                                                                                         
|*     | 10.1 -           | Asset Purchase and Sale Agreement among Frontier El Dorado Refining
Company, as buyer, Frontier Oil Corporation, as Guarantor and Equilon
Enterprises LLC, as seller, dated as of October 19, 1999 (Exhibit 10.1 to Form
8-K, file no. 1-07627,filed dated December 1, 1999).                                                                                                                                                                                                                                                                                                                                          
|*     | 10.2 -           | Revolving Credit Agreement dated as of November 16, 1999 among Frontier
Oil and Refining Company, as borrower, the lenders named therein, Union Bank of
California, N.A., as administrative agent, documentation agent and lead
arranger, and Paribas, as syndication agent and lead arranger (Exhibit 10.2 to
Form 8-K, file no. 1-07627, filed December 1, 1999).                                                                                                                                                                                                                                                    
|*     | 10.3 -           | Purchase and Sale Agreement, dated May 5, 1997, for the sale of Canadian
oil and gas properties (Exhibit to From 8-K ,file no. 1-07627,filed June 30,
1997).                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|*+    | 10.5 -           | The 1968 Incentive Stock Option Plan as amended and restated (Exhibit
10.1 to Form 10-K dated December 31, 1987, file no. 1-07627, filed March 3,
1998).                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|*+    | 10.6 -           | 1995 Stock Grant Plan for Non-employee Directors (Exhibit 10.14 to Form
10-Q dated June 30, 1995, file no. 1-07627,filed August 3, 1995).                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|*+    | 10.7 -           | Frontier Deferred Compensation Plan (previously named Wainoco Deferred
Compensation Plan dated October 29, 1993 and filed as Exhibit 10.19 to Form 10-K
dated December 31, 1994, file no. 1-07627, filed March 17, 1995).                                                                                                                                                                                                                                                                                                                                                                                              
|*+    | 10.8 -           | Frontier Deferred Compensation Plan for Directors (previously named
Wainoco Deferred Compensation Plan for Directors dated May 1, 1994 and filed as
Exhibit 10.20 to Form 10-K dated December 31, 1994, file no. 1-07627, filed
March 17, 1995).                                                                                                                                                                                                                                                                                                                                                                       
|*+    | 10.9 -           | Executive Employment Agreement dated December 18, 2000 between the
Company and W. Reed Williams (Exhibit 10.10 to Form 10-K dated December 31,2001,
file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                            
|*+    | 10.10 -          | Executive Employment Agreement dated December 18, 2000 between the
Company and James R. Gibbs (Exhibit 10.11 to Form 10-K dated December 31,2001,
file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                              
|*+    | 10.11 -          | Executive Employment Agreement dated December 18, 2000 between the
Company and Julie H. Edwards (Exhibit 10.12 to Form 10-K dated December 31,2001,
file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                            
|*+    | 10.12 -          | Executive Employment Agreement dated December 18, 2000 between the
Company and J. Currie Bechtol (Exhibit 10.13 to Form 10-K dated December
31,2001, file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                           
|*+    | 10.13 -          | Executive Employment Agreement dated December 18, 2000 between the
Company and Jon D. Galvin (Exhibit 10.14 to Form 10-K dated December 31,2001,
file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                               
|*+    | 10.14 -          | Executive Employment Agreement dated December 18, 2000 between the
Company and Gerald B. Faudel (Exhibit 10.15 to Form 10-K dated December 31,2001,
file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                            
|*+    | 10.15 -          | Executive Employment Agreement dated February 28, 2001 between the
Company and Nancy J. Zupan (Exhibit 10.16 to Form 10-K dated December 31,2001,
file no. 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                              
|*     | 10.16 -          | First Amendment to Revolving Credit Agreement and Guaranty dated
September 20, 2000 among Frontier Oil and Refining Company, the lenders named
therein, Union Bank of California, N.A., as administrative agent, documentation
agent and lead arranger, and BNP Paribas, as syndication agent and lead
arranger. (filed as Exhibit 10.02 to Form 10-Q dated September 30, 2000,
file no. 1-07627, filed November 1, 2000).                                                                                                                                                                                             
|*+    | 10.17  -         | Frontier Oil  Corporation  Restricted  Stock Plan (Exhibit 99.1 to Registration  Statement No 333-56946,  filed March 13,
              2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|*     | 10.18  -         | Second  amendment to Revolving  Credit  Agreement and Guaranty and First  Amendment to Clawback  Agreement dated June 20,
              2001 among Frontier Oil and Refining Company, as borrower,  each of Frontier Holdings Inc., Frontier Refining & Marketing
              Inc., Frontier Refining Inc., Frontier El Dorado Refining Company and Frontier Pipeline Inc., as guarantors,  the lenders
              named therein and Union Bank of California,  N.A., as administrative agent for the lenders (Exhibit 10 to Form 10-Q dated
              June 30, 2001, file no. 1-07627, filed August 7, 2001).
|*+    | 10.19 -          | Amended and Restated Frontier Oil Corporation 1999 Stock Plan (Exhibit
99.1 to Registration Statement No 333-89876 filedJune 6, 2002).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|*     | 10.20 -          | Sixth Amendment to the Guaranty of the Revolving Credit Agreement dated
September 23, 2002 among Frontier Oil and Refining Company, the lenders named
therein, Union Bank of California, N.A., as administrative agent and lead
arranger, and BNP Paribas, as syndication agent and lead arranger.
(Exhibit 10.1 to Form 10-Q dated September 30, 2002,file no. 1-07627, filed October 30, 2002).                                                                                                                                                                                                                      
|*     | 10.21 -          | Crude Oil Supply Agreement dated October 15, 2002 between Baytex Energy
Ltd, and Frontier Oil and Refining Company. On November 28, 2002 this agreement
was assigned by Baytex Energy Ltd. to its wholly-owned subsidiary, Baytex
Marketing Ltd. (Exhibit 10.2 to Form 10-Q dated September 30, 2002, file no.
1-07627, filed October 30, 2002).                                                                                                                                                                                                                                                                       
|      | 21.1  -          | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | 23  -            | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | 31.1  -          | Certification by Chief Executive Officer pursuant Rule 13a-14(a) and
15d-14(a) under the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      | 31.2  -          | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and
15d-14(a) under the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | 32.1  -          | Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | 32.2  -          | Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

*  Asterisk indicates
exhibits incorporated by reference as shown.
+  Plus indicates management
contract or compensatory plan or arrangement.

|(b) | Reports on Form 8-K
       None.                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(c) | Exhibits
The
Companys 2002 Annual Report is available upon request. Shareholders of the
Company may obtain a copy of any other exhibits to this Form 10-K at a charge of
$.05 per page. Requests should be directed to:
                   Investor Relations
                   Frontier Oil Corporation
                   10000 Memorial Drive, Suite 600
                   Houston, Texas 77024-3411
|(d) | Schedules
Report of Independent Public Accountants on Financial Statement Schedules:                                                                                                                                                                                                                                                                                                                      

To the Board of Directors and Shareholders of
Frontier Oil Corporation
Houston, Texas

We have audited the
consolidated financial statements of Frontier Oil Corporation as of December 31,
2002 and for the year then ended, and have issued our report thereon dated
February 7, 2003; such consolidated financial statements and report are included
in your 2002 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedules of
Frontier Oil Corporation for the year ended December 31, 2002, listed in Item
15. These financial statement schedules are the responsibility of the
Corporations management. Our responsibility is to express an opinion based
on our audits. The consolidated financial statements and financial statement
schedules of Frontier Oil Corporation as of December 31, 2001 and for the years
ended December 31, 2001 and 2000 were audited by other auditors who have ceased
operations. Those auditors expressed an unqualified opinion on those
consolidated financial statements and financial statement schedules in their
report dated February 8, 2002. In our opinion, the 2002 financial statement
schedules, when considered in relation to the basic 2002 consolidated financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

DELOITTE & TOUCHE LLP

Houston, Texas
February 7, 2003

Frontier Oil Corporation
dismissed Arthur Andersen LLP on March 28, 2002 and subsequently engaged
Deloitte & Touche LLP as its independent auditors. The predecessor
auditors report appearing below is a copy of Arthur Andersen LLPs
previously issued opinion dated February 8, 2002. Since Frontier Oil Corporation
is unable to obtain a manually signed audit report, a copy of Arthur Andersen
LLPs most recent signed and dated report has been included to satisfy
filing requirements, as permitted under Rule 2-02(e) of Regulation S-X.

To Frontier Oil Corporation:

We have audited in
accordance with auditing standards generally accepted in the United States, the
financial statements included in Frontier Oil Corporations annual report
to shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 8, 2002. Our audits were made for the purpose of
forming an opinion on those statements taken as a whole. The schedules listed in
the index above are the responsibility of the Companys management and are
presented for purposes of complying with the Securities and Exchange
Commissions rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Houston, Texas
February 8, 2002

---

`Frontier Oil Corporation
Condensed Financial Information of Registrant
Balance Sheets
As of December 31,                                                                          Schedule I
------------------------------------------------------------------------------------------------------
(in thousands)

                                                                            2002               2001
                                                                        -----------         ----------

ASSETS
Current Assets:
       Cash and cash equivalents                                        $   106,118         $  103,460
       Receivables                                                               86              4,714
       Deferred tax current asset                                             5,346              4,845
       Other current assets                                                     231                197
                                                                        -----------         ----------
             Total current assets                                           111,781            113,216
                                                                        -----------         ----------
Property, Plant and Equipment, at cost -
       Furniture, fixtures and other                                          1,064              1,990
       Less - Accumulated depreciation                                         (753)              (847)
                                                                        ------------        ----------
                                                                                311              1,143
Assets Held for Sale                                                            472                  -
Investment in Subsidiaries                                                  279,055            310,555
Other Assets                                                                  8,972              9,556
                                                                        -----------         ----------

                                                                        $   400,591         $  434,470
                                                                        ===========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
       Accounts payable                                                 $        41         $      504
       Other accrued liabilities                                              5,503              6,954
                                                                        -----------         ----------
             Total current liabilities                                        5,544              7,458
                                                                        -----------         ----------
Deferred Income Taxes                                                        15,176             15,080
Deferred Revenues and Other                                                   3,032              2,780
Payable to Affiliated Companies                                                 615             31,068
Long-Term Debt                                                              207,966            208,880

Shareholders' Equity                                                        168,258            169,204
                                                                        -----------         ----------

                                                                        $   400,591         $  434,470
                                                                        ===========         ==========`

The Notes to
Condensed Financial Information of Registrant and the Notes to
Financial Statements of Frontier Oil Corporation and Subsidiaries are an
integral part of these financial statements.

`Frontier Oil Corporation
Condensed Financial Information of Registrant
Statements of Operations
For the three years ended December 31,                                                      Schedule I
------------------------------------------------------------------------------------------------------
(in thousands)


                                                                2002            2001           2000
                                                             ----------     ----------     -----------

Revenues:
      Equity in earnings of subsidiaries                     $   31,704     $  166,828     $   70,627
      Other income                                                   (1)            24             (9)
                                                             -----------    ----------     ----------
                                                                 31,703        166,852         70,618
                                                             -----------    ----------     ----------
Costs and Expenses:
      Selling and general expenses                                5,845          5,900          4,140
      Impairment loss on asset held for sale                        363              -              -
      Depreciation                                                  247            227            212
                                                             ----------     ----------     ----------
                                                                  6,455          6,127          4,352
                                                             -----------    ----------     ----------

Operating Income                                                 25,248        160,725         66,266
Interest Expense and Other Financing Costs                       24,858         27,543         29,318
Interest Income                                                  (1,698)        (2,517)        (3,030)
                                                             ----------     ----------     ----------

Income before Income Taxes                                        2,088        135,699         39,978
Provision for Income Taxes                                        1,060         28,046          2,772
                                                             ----------     ----------     ----------

Net Income                                                   $    1,028     $  107,653     $   37,206
                                                             ==========     ==========     ==========`

The Notes to
Condensed Financial Information of Registrant and the Notes to
Financial Statements of Frontier Oil Corporation and Subsidiaries are an
integral part of these financial statements.

`Frontier Oil Corporation
Condensed Financial Information of Registrant
Statements of Cash Flows
For the three years ended December 31,                                                         Schedule I
---------------------------------------------------------------------------------------------------------
(in thousands)


                                                                2002              2001            2000
                                                             -----------      -----------      ----------

Operating Activities
      Net income                                             $     1,028      $   107,653      $   37,206
      Equity in earnings of subsidiaries                         (31,704)        (166,828)        (70,627)
      Depreciation                                                   247              227             212
      Deferred income taxes                                        1,149            9,463             830
      Other                                                        5,430           (1,598)            750
                                                             -----------      -----------      ----------
Net cash used by operating activities                            (23,850)         (51,083)        (31,629)
                                                             -----------      -----------      ----------

Investing Activities
      Additions to property, plant and equipment and other          (350)             (46)           (208)
      Investment in subsidiaries                                (181,867)         (12,000)           (309)
                                                             -----------      -----------      ----------
Net cash used by investing activities                           (182,217)         (12,046)           (517)
                                                             -----------      -----------      ----------

Financing Activities
      Repurchases of debt:
           9-1/8% Senior Notes                                    (1,090)         (24,410)         (5,025)
           11-3/4% Senior Notes                                        -           (6,541)        (13,010)
      Proceeds from issuance of common stock                       1,702            3,271           2,743
      Purchase of treasury stock                                    (787)         (22,600)         (9,215)
      Change in intercompany balances, net                       (30,453)             953          (5,407)
      Dividends paid to shareholders                              (5,161)          (2,629)              -
      Dividends received from subsidiaries                       244,514          174,800          68,048
      Other                                                            -               13              11
                                                             -----------      -----------      ----------

Net cash provided by financing activities                        208,725          122,857          38,145
                                                             -----------      -----------      ----------

Increase in cash and cash equivalents                              2,658           59,728           5,999
Cash and cash equivalents, beginning of period                   103,460           43,732          37,733
                                                             -----------      -----------      ----------

Cash and cash equivalents, end of period                     $   106,118      $   103,460      $   43,732
                                                             ===========      ===========      ==========`

The Notes to
Condensed Financial Information of Registrant and the Notes to
Financial Statements of Frontier Oil Corporation and Subsidiaries are an
integral part of these financial statements.

## Frontier Oil
Corporation
Notes to Condensed Financial Information of Registrant
December 31, 2002

Schedule I

(1)    General

The accompanying condensed
financial statements of Frontier Oil Corporation (Registrant) should be read in
conjunction with the consolidated financial statements of the Registrant and its
subsidiaries included in the Registrants 2002 Annual Report to
Shareholders.

(2)    Long-term debt

The components (in thousands) of long-term debt are as follows:

`2002                2001
                                                               -----------         ----------

     11-3/4% Senior Notes, net of unamortized discount         $   168,491         $  168,315
     9-1/8% Senior Notes                                            39,475             40,565
                                                               -----------         ----------
                                                               $   207,966         $  208,880
                                                               ===========         ==========`

(3)    Five-year maturities of long-term debt

The 9-1/8% Senior Notes are due 2006 and the 11-3/4% Senior Notes are due 2009; until then there are no maturities of long-term debt.

---

`Frontier Oil Corporation and Subsidiaries
Valuation and Qualifying Accounts
For the three years ended December 31,                                                         Schedule II
----------------------------------------------------------------------------------------------------------
(in thousands)


                                            Balance at
                                           beginning of                                     Balance at end
Description                                   period        Additions       Deductions         of period
----------------------------------------------------------------------------------------------------------

2002
Allowance for doubtful accounts             $     500     $       800      $         -        $     1,300
Turnaround accruals (1)                        25,837          10,969            9,944             26,862
Valuation allowance on deferred tax assets          -               -                -                  -

2001
Allowance for doubtful accounts                   500               -                -                500
Turnaround accruals (1)                        31,056          10,637           15,856             25,837
Valuation allowance on deferred tax assets     24,603               -           24,603                  -

2000
Allowance for doubtful accounts (2)               500             533              533                500
Turnaround accruals (1)                        29,448          13,944           12,336             31,056
Valuation allowance on deferred tax assets     38,748               -           14,145             24,603`

(1)  The turnaround accrual deductions are actual costs incurred.

(2)  The  deductions  in the 2000  allowance  for  doubtful  accounts  were  uncollectible  trade  receivables  written  off against the
allowance.

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on the date indicated.

|    | FRONTIER OIL CORPORATION                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                             
|By: | /s/ James R. Gibbs
                                                   


                                                           James R. Gibbs
                                                           Chairman of the Board, President and
                                                           Chief Executive Officer
                                                           (chief executive officer)

Date: October 31, 2003

---

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of Frontier Oil Corporation and in the capacities and on the date indicated.

|/s/ James R. Gibbs 

James R. Gibbs
Chairman of the Board, President and 
Chief Executive Officer and Director
(chief executive officer)               | /s/ T. Michael Dossey 

T. Michael Dossey
Director
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------
|/s/ Julie H. Edwards  

Julie H. Edwards 
Executive Vice President - Finance and Administration 
Chief Financial Officer
(principal financial officer) | /s/ James H. Lee

James H. Lee 
Director          
|/s/ Nancy J. Zupan

Nancy J. Zupan 
Vice President - Controller 
(principal accounting officer)                                                        | /s/ Paul B. Loyd, Jr.

Paul B. Loyd, Jr.
Director 
|/s/ Douglas Y. Bech 

Douglas Y. Bech  
Director                                                                                                       | /s/ Carl W. Schafer

Carl W. Schafer
Director     
|/s/ G. Clyde Buck

G. Clyde Buck
Director                                                                                                              |                                                                     

Date: October 31, 2003