---

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

# FORM 10-K

|[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
Report to Shareholders for the year ended December 31, 2002 are incorporated by
reference into Item 1 of Part I and Items 6 through 8 of Part II.

Portions of the Annual Proxy Statement for the year ended December 31, 2002
 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                                    

---

# FORWARD-LOOKING
STATEMENTS

This Form 10-K 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.

The ultimate accuracy of  forward-looking  statements is subject to a wide range of business risks and changes in circumstances,
and actual  results and  outcomes  often differ from  expectations.  Important  factors  that could cause our actual  results to differ
materially from estimates or projections contained in forward-looking statements include, among others:

| | the timing and extent of changes in commodity prices and underlying demand and
availability of crude oil and other refinery feedstocks, refined products and
natural gas;         
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | actions of our customers and competitors;                                                                                                                                         
| | changes in the cost and availability of pipelines and other means of transporting feedstocks and products;                                                                        
| | state and federal environmental, economic, safety and other policies and
regulations, any changes therein, and any legal or regulatory delays or other
factors beyond our control;
| | execution of planned capital projects;                                                                                                                                            
| | weather conditions affecting our operations or the areas in which our products are marketed;                                                                                      
| | political developments in foreign countries;                                                                                                                                      
| | the conditions of the capital markets and equity markets during the periods covered by the forward looking
            statements;                                                
| | terrorist acts, earthquakes or other natural disasters affecting operations;                                                                                                      
| | adverse rulings, judgments or settlements in litigation or other legal matters,
including unexpected environmental remediation costs in excess of any reserves;
and               
| | adverse changes in the credit ratings assigned to our trade credit.                                                                                                               

Our  forward-looking  statements  are  based on  assumptions  that we  believe  to be  reasonable  but that may not  prove to be
accurate.  All  forward-looking  information  is,  therefore,  subject to risks and  uncertainties  that could cause actual  results to
differ  materially from the results  expected.  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, or to reflect the
occurrence of unanticipated events.

PART I

ITEM 1.    BUSINESSSummary

The terms
Frontier and we as used in this Form 10-K 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.

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 sulphur 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 81% of the Cheyenne
refinerys gasoline sales volumes in Colorado and 8% in Wyoming. For the
year ended December 31, 2002, we sold approximately 43% 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, 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 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 which expires April 2003. 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. Permits are required for the operation of our
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. We believe that each of our refineries is in
substantial compliance with existing environmental laws, regulations and
permits.

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.

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.

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 who are
considered to be responsible for the release of a hazardous
substance into the environment. These persons include the owner or
operator of the disposal site or sites where the release occurred and companies
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.

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. 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. 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. We cannot assure you
that our business will generate sufficient cash flow, or that we will 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
spreads.

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. We cannot assure you that crude oil prices
will remain at their current levels nor that the light/heavy spread will not
decline again.

Downturns in the economy
may impact our profitability.

The profitability of our business
is susceptible to downturns in the economy. Overall demand for our products and
its profit margins may decline as a direct result of an economic recession,
inflation, changes in the price of crude oil, consumer confidence, interest
rates or governmental fiscal policy.

Our refineries face
operating hazards.

All of our refining activities
currently are conducted at the Cheyenne and El Dorado refineries, which are our
principal assets. As a result, our operations are subject to significant
interruption and our profitability impacted if either refinery experiences a
major accident or fire, is damaged by severe weather or other natural disaster,
or otherwise is forced to curtail its operation or shut down. If the Centennial
pipeline, which runs from the Guernsey Station to the Cheyenne refinery or the
Osage pipeline, which runs from the Cushing, Oklahoma hub to the El Dorado
refinery, becomes inoperative, crude oil would have to be supplied to these
refineries through an alternative pipeline or from additional tank trucks to the
Cheyenne refinery, which could hurt our business and profitability. In addition,
despite our safety procedures, a major accident, fire or other event could
damage either refinery or the environment or cause personal injuries. Although
we maintain business interruption, property and other insurance against these
risks in amounts that we believe are economically prudent, if either refinery
experiences a major accident or fire or an interruption in supply or operations,
our business could be materially adversely affected. In addition, our refineries
consist of many processing units, a number of which have been in operation for a
long time. Although we schedule down time for repair or turnaround,
for each unit every one to five years, we cannot assure you that one or more of
the units will not require additional, unscheduled turnarounds for unanticipated
maintenance or repairs. 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.

Raw material supplies are
uncertain.

While we believe that an
adequate supply of crude oil and other feedstocks will be available to our
refineries to sustain our operations at current levels, we cannot assure you
that this situation will continue. If additional supplemental crude oil becomes
necessary, we may require the consent or cooperation of third parties and be
subject to other conditions beyond our control. See Business-Refining
Operations-Crude Oil Supply.

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 operations are subject
to a variety of federal, state and local environmental laws and regulations
governing the discharge of pollutants into the air and water, product
specifications and the generation, treatment, storage, transportation and
disposal of solid and hazardous waste and materials. Environmental laws and
regulations that affect our operations, processes and margins have become, and
are becoming, increasingly stringent. Examples are the CAA Amendments of 1990
and the additional environmental regulations adopted by the EPA and state and
local environmental agencies to implement the CCA Amendments. We cannot predict
the nature, scope or effect of legislation or regulatory requirements that could
be imposed in the future or how existing or future laws or regulations will be
administered or interrupted with respect to products or activities to which they
have not been previously applied. Compliance with more stringent laws or
regulations, as well as 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. See
Business-Government Regulation-Environmental Matters.

Our business is inherently
subject to accidental spills, discharges or other releases of petroleum or
hazardous substances that may give rise to liability to governmental entities or
private parties under federal, state or local environmental laws, as well as
under common law. We cannot assure you that accidental discharges will not occur
in the future, that future action will not be taken in connection with past
discharges, that governmental agencies will assess penalties against us in
connection with any past or future contamination, or that third parties will not
assert claims against us for damages allegedly arising out of any past or future
contamination. See Business-Government Regulation-Environmental
Matters.

Political, legislative,
regulatory, and legal changes may adversely affect operations.

These actions may include
changes in the policies of the Organization of Petroleum Exporting Countries or
other developments involving or affecting oil-producing countries. These changes
may also include embargoes and internal instability or actions or reactions of
the U.S. government in anticipation of, or in response to, such actions.

We may have labor relations
issues as some of our employees are represented by unions.

We believe that our current relations
with our employees are good. However, we cannot assure you that our employees
will not strike at some time in the future or that such a strike would not
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)
    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)
    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 (1)                                                                 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 (1)                                                                 439          1,413          1,964
    Other                                                                      13,236         15,536         15,066
                                                                          -----------    -----------    -----------
       Total                                                                  166,532        159,100        158,158

Operating margin information (per sales bbl)
    Average sales price                                                   $     29.82    $     32.53    $     35.20
    Raw material, freight and other costs (FIFO inventory accounting)           25.71          25.69          30.41
                                                                          -----------    -----------    -----------
       Product spread                                                            4.11           6.84           4.79
    Refinery operating expenses excluding depreciation                           2.93           3.27           3.07
    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 (1)                                                               41.68          70.81          70.52
    Other                                                                        9.24          10.21          12.16`

(1)  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)
    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)
    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

Operating margin information (per sales bbl)
    Average sales price                                                   $     29.91    $     32.88    $     34.19
    Raw material, freight and other costs (FIFO inventory accounting)           25.18          24.85          28.51
                                                                          -----------    -----------    -----------
       Product spread                                                            4.73           8.03           5.68
    Refinery operating expenses excluding depreciation                           3.02           3.39           2.83
    Depreciation                                                                  .83            .85            .73
                                                                          -----------    -----------    -----------
       Operating margin                                                   $       .88    $      3.79    $      2.12

Light/heavy crude spread (per bbl)                                        $      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`

---

El Dorado Refinery:

`Year Ended December 31,                                                       2002           2001           2000
                                                                          -----------    -----------    -----------
Charges (bpd)
    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)
    Gasoline                                                                   66,449         62,170         59,354
    Diesel and jet fuel                                                        40,002         39,119         38,382
    Chemicals (1)                                                                 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 (1)                                                                 439          1,413          1,964
    Other                                                                       8,993         11,659         10,262
                                                                          -----------    -----------    -----------
       Total                                                                  116,879        115,226        111,790

Operating margin information (per sales bbl)
    Average sales price                                                   $     29.78    $     32.40     $    35.62
    Raw material, freight and other costs (FIFO inventory accounting)           25.93          26.01          31.20
                                                                          -----------    -----------    -----------
       Product spread                                                            3.85           6.39           4.42
    Refinery operating expenses excluding depreciation                           2.90           3.22           3.17
    Depreciation                                                                  .28            .26            .25
                                                                          -----------    -----------    -----------
       Operating margin                                                   $       .67    $      2.91    $      1.00

WTI/WTS crude spread (per bbl)                                            $      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 (1)                                                               41.68          70.81          70.52
    Other                                                                       10.45          11.08          15.22`

(1)  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.

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

`-------------------------------- ----------------------------- ----------------------------- -----------------------------
Plan category                    Number of securities          Weighted-average              Number of securities
                                 to be issued upon             exercise price of             remaining available
                                 exercise of                   outstanding options,          for future issuance
                                 outstanding options           warrants and rights           under equity
                                 warrants and rights                                         compensation plans
                                                                                             (excluding securities
                                                                                             reflected in column (a))
                                 (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.

ITEM 6.      SELECTED FINANCIAL DATA

The information in the 2002
Annual Report to Shareholders under the heading Five-Year Financial
Data is incorporated herein by reference.

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

The information in the 2002
Annual Report to Shareholders under the heading Managements
Discussion and Analysis is incorporated herein by reference.

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The information in the 2002 Annual Report to Shareholders under the heading Market Risks is incorporated herein by reference.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements
and the data contained in the 2002 Annual Report to Shareholders are
incorporated herein by reference. See index to financial statements and
supplemental data appearing under Item 15(a)1.

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

The information called for
by Part III of this Form is incorporated by reference from the Companys
definitive proxy statement to be filed with the Commission pursuant to
Regulation 14A within 120 days after the close of its last fiscal year.

PART IV

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.

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

|(a)1. | Financial Statements and Supplemental Data | Page*
|----- | ------------------------------------------ | -----

---

| | Consolidated Statements of Operations                      | 21
| | ---------------------------------------------------------- | --
| | Consolidated Balance Sheets                                | 22
| | Consolidated Statements of Cash Flows                      | 23
| | Consolidated Statements of Changes in Shareholders Equity | 24
| | Notes to Consolidated Financial Statements                 | 26
| | Independent Auditors Report                               | 40
| | Selected Quarterly Financial Data                          | 17

*Reference to pages in the 2002 Annual Report to Shareholders (as published), which
portions thereof are incorporated herein by reference.

(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  Domestication  of the  Company,  as amended  (filed as Exhibit 2.3 to  Registration  Statement  No.  2-62518 and
              Exhibit 2.2 to Registration Statement No. 2-69149).                                                                                                                                                                                                                                                                                                                                                                                               
|- | - | ---------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* |   | 3.2  -     | Articles of  Amendment  to the  Restated  Articles of  Incorporation  of the  Company  (filed as Exhibit 3.2 to  Registration
              Statement No. 333-47745 dated May 4, 1998).                                                                                                                                                                                                                                                                                                                                                                                                       
|* |   | 3.3    -   | Fourth restated By-Laws of the Company as amended through February 20,
1992 (filed as Exhibit 3.2 to Form 10-K dated December 31, 1992).                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|* |   | 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 dated May 4, 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 (filed
as Exhibit 4.1 to Form 8-K dated November 19, 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 (filed as Exhibit 10.1
to Form 8-K 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 (filed as Exhibit
10.2 to Form 8-K dated December 1, 1999).                                                                                                                                                                                                                                     
|* |   | 10.3   -   | Purchase and Sale Agreement, dated May 5, 1997, for the sale of Canadian
oil and gas properties (filed as an Exhibit to From 8-K filed June 30, 1997).                                                                                                                                                                                                                                                                                                                                                                                                                                        
|* | + | 10.5   -   | The 1968
Incentive Stock Option Plan as amended and restated (filed as Exhibit 10.1 to
Form 10-K dated December 31, 1987).                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|* | + | 10.6   -   | 1995 Stock Grant Plan for
Non-employee Directors (filed as Exhibit 10.14 to Form 10-Q dated June 30,
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).                                                                                                                                                                                                                                                                                                                                                                                                             
|* | + | 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).                                                                                                                                                                                                                                                                                                                                                                                      
|* | + | 10.9   -   | Executive Employment Agreement dated December 18, 2000 between the Company and W. Reed Williams
(filed as Exhibit 10.10 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                
|* | + | 10.10   -  | Executive Employment Agreement dated December 18, 2000 between the Company and James R. Gibbs
(filed as Exhibit 10.11 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                  
|* | + | 10.11   -  | Executive Employment Agreement dated December 18, 2000 between the Company and Julie H. Edwards
(filed as Exhibit 10.12 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                
|* | + | 10.12  -   | Executive Employment Agreement dated December 18, 2000 between the Company and J. Currie Bechtol
(filed as Exhibit 10.13 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                               
|* | + | 10.13   -  | Executive Employment Agreement dated December 18, 2000 between the Company and Jon D. Galvin
(filed as Exhibit 10.14 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                   
|* | + | 10.14   -  | Executive Employment Agreement dated December 18, 2000 between the Company and Gerald B. Faudel
(filed as Exhibit 10.15 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                
|* | + | 10.15    - | Executive Employment Agreement dated February 28, 2001 between the Company and Nancy J. Zupan
(filed as Exhibit 10.16 to Form 10-K dated December 31, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                  
|* |   | 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).                                                                                                                                                                                                               
|* | + | 10.17   -  | Frontier Oil  Corporation  Restricted  Stock Plan (filed as Exhibit 99.1 to  Registration  Statement No 333-56946 dated 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  (filed as Exhibit 10.01 to
              Form 10-Q dated June 30, 2001).
|* | + | 10.19   -  | Frontier Oil Corporation 1999 Stock Plan as amended and restated (filed as
Exhibit 99.1 to Registration Statement No 333-89876 dated June 5, 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.
(filed as Exhibit 10.1 to Form 10-Q dated September 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.
              (filed as Exhibit 10.2 to Form 10-Q dated September 30, 2002).                                                                                                                                                                                                                                                
|  |   | 13.1   -   | Portions of the Companys 2002 Annual Report covering pages 10 through 40.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |   | 21.1   -   | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  |   | 23   -     | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

*  Asterisk indicates
exhibits incorporated by reference as shown.
 +  Diamond 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,
(in thousands)

Schedule I

`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,
(in thousands)

Schedule I

`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,
(in thousands)

Schedule I

`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,
(in thousands)

Schedule II

`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: March 4, 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: March 4, 2003

---

CERTIFICATION BY CHIEF EXECUTIVE OFFICER
                                                  PURSUANT TO 18 U.S.C. SECTION 1350,
                                                  AS ADOPTED PURSUANT TO SECTION 302
                                                   OF THE SARBANES-OXLEY ACT OF 2002

I, James R. Gibbs, Chairman of the Board, President and Chief Executive Officer of Frontier Oil Corporation, certify that:

|1. | I have reviewed this annual report on Form 10-K of Frontier Oil Corporation;                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this annual report;                                                       
|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
     present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
     the periods presented in this annual report;                                                                          
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                              
|   | a)       designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
         its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
         this annual report is being prepared;                                                                  
|   | b)       evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the
         filing date of this annual report (the Evaluation Date); and                                                                                                                                                                             
|   | c)       presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;                                                                                                                                                                                                   
|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants
     auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):                                                                                                                                     
|   | a)       all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and have identified for the registrant's auditors any
         material weaknesses in internal controls; and                                                                
|   | b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the
         registrant's internal controls; and                                                                                                                                                                                                                 
|6. | The registrants other certifying officers and I have indicated in this annual report whether there were significant changes
     in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

March 4, 2003

| | /s/  James R. Gibbs

                                                                                      James R. Gibbs
                                                                                      Chairman of the Board, President and Chief
                                                                                      Executive Officer
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

CERTIFICATION BY CHIEF FINANCIAL OFFICER
                                                  PURSUANT TO 18 U.S.C. SECTION 1350,
                                                  AS ADOPTED PURSUANT TO SECTION 302
                                                   OF THE SARBANES-OXLEY ACT OF 2002

I, Julie H. Edwards, Executive Vice President - Finance & Administration, Chief Financial Officer of Frontier Oil Corporation,
certify that:

|1. | I have reviewed this annual report on Form 10-K of Frontier Oil Corporation;                                                                                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this annual report;                                                       
|3. | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
     present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for,
     the periods presented in this annual report;                                                                          
|4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                                                                              
|   | a)       designed such disclosure controls and procedures to ensure that material information relating to the registrant, including
         its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which
         this annual report is being prepared;                                                                  
|   | b)       evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the
         filing date of this annual report (the Evaluation Date); and                                                                                                                                                                             
|   | c)       presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on
         our evaluation as of the Evaluation Date;                                                                                                                                                                                                   
|5. | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants
     auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):                                                                                                                                     
|   | a)       all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and have identified for the registrant's auditors any
         material weaknesses in internal controls; and                                                                
|   | b)       any fraud, whether or not material, that involves management or other employees who have a significant role in the
         registrant's internal controls; and                                                                                                                                                                                                                 
|6. | The registrants other certifying officers and I have indicated in this annual report whether there were significant changes
     in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

March 4, 2003

| | /s/  Julie H. Edwards

                                                                                      Julie H. Edwards
                                                                                      Executive Vice President - Finance &
                                                                                      Administration, Chief Financial Officer
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

CERTIFICATION PURSUANT TO
                                                        18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
Annual Report of Frontier Oil Corporation (the Company) on Form 10-K
for the period ending December 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, James R.
Gibbs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, to my knowledge, that:

| | (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
| | -------------------------------------------------------------------------------------------------------------------------

| | (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of
         operations of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

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

March 4, 2003

---

CERTIFICATION PURSUANT TO
                                                        18 U.S.C. SECTION 1350,
                                                        AS ADOPTED PURSUANT TO
                                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the
Annual Report of Frontier Oil Corporation (the Company) on Form 10-K
for the period ending December 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Julie H.
Edwards, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2002, to my knowledge, that:

| | (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
| | -------------------------------------------------------------------------------------------------------------------------

| | (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of
         operations of the Company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

/s/ Julie H. Edwards
Julie H. Edwards
Executive Vice President - Finance & Administration,
Chief Financial Officer

March 4, 2003

---