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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, 2003         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------
|      | OR                                                                                                                                        
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from . . . .to . . . .

Commission File Number:  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
| | 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 as of June 30,
2003 was $340.8 million.

The number of shares of common stock outstanding as of March 1, 2004 was 26,527,840.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual
Report to Shareholders for the year ended December 31, 2003 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 registrants 2004 annual meeting of shareholders
are incorporated by reference into Items 10 through 14 of Part III.

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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                 
|         | Item 9A. | Controls and Procedures                                                                              
|Part III |          |                                                                                                      
|Part IV  |          |                                                                                                      
|         | Item 15. | Exhibits, Financial Statements Schedules, and Reports on Form 8-K                                    

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FORWARD-LOOKING STATEMENTS

This Form 10-K contains
forward-looking statements, as defined by the Securities and
Exchange Commission. Such statements are those concerning contemplated
transactions and strategic plans, expectations and objectives for future
operations. These include, without limitation:

| | statements, other than statements of historical facts, that address activities,
events or developments that we expect, believe or anticipate will or may occur
in the future;                               
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | statements relating to future financial performance, future equity issuances and other matters; and                                                                                                         
| | any other statements preceded by, followed by or that include the words
anticipates, believes, expects,
plans, intends, estimates,
projects, could, should, may, or
similar expressions.

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

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

## PART I

ITEM 1.     BUSINESS

## Summary

The terms
Frontier and we as used in this Form 10-K 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 (the Refineries)
in Cheyenne, Wyoming and El Dorado, Kansas with a total annual average crude oil
capacity of 156,000 barrels per day. Both of our refineries are complex
refineries, which means that they can process heavier, less expensive types of
crude oil and still produce a high percentage of gasoline, diesel fuel and other
high margin refined products. We focus our marketing efforts in the Rocky
Mountain region and the Plains States, which we believe are among the most
attractive refined products markets in the United States. The operations of
refining and marketing of petroleum products are considered part of one
reporting segment.

Cheyenne
Refinery. Our Cheyenne Refinery has a permitted crude capacity of
46,000 barrels per day. We market its refined products primarily in the eastern
slope of the Rocky Mountain region, which encompasses eastern Colorado
(including the Denver metropolitan area), eastern Wyoming and western Nebraska.
The Cheyenne Refinery has a coking unit, which allows the refinery to process up
to 100% heavy crude oil for use as a feedstock. The 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,
2003, heavy crude oil constituted approximately 88% of the Cheyenne
Refinerys total crude oil charge. For the year ended December 31, 2003,
the Cheyenne Refinerys yielded product mix included gasoline (41%), diesel
fuel (30%) and asphalt and other refined petroleum products (29%).

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 Cushing, Oklahoma, 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.
Shell will also continue to purchase all jet fuel production until the end of
the product offtake agreement. The offtake agreement allowed us to maximize the
operating efficiency of the El Dorado Refinery during the initial years. 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 in Denver and
throughout the Midwest. For the year ended December 31, 2003, the El Dorado
Refinerys yielded product mix included gasoline (56%), diesel and jet fuel
(34%) and chemicals and other refined petroleum products (10%).

## Refining
Operations

Varieties of Crude
Oil. Traditionally, crude oil has been classified as (1) sweet
(low sulfur content) or sour (high sulfur content), (2) light (high gravity) or
heavy (low gravity) and (3) intermediate (if gravity or sulfur content is in
between). For the most part, heavy crude oil tends to be sour and light crude
oil tends to be sweet. When refined, light crude oil produces a higher yield of
higher margin refined products such as gasoline, diesel and jet fuel and as a
result, is more expensive than heavy crude oil. In contrast, heavy crude oil
produces more low margin by-products and heavy residual oils. The discount at
which heavy crude oil sells compared to the sales price of light crude oil is
known in the industry as the light/heavy spread or differential. 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.

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 (eastern slope),
which includes Colorado and Wyoming. For the year ended December 31, 2003, we
sold approximately 81% of the Cheyenne Refinerys gasoline sales volumes in
Colorado and 7% in Wyoming. For the year ended December 31, 2003, we sold
approximately 35% of the Cheyenne Refinerys diesel sales volumes in
Colorado and 52% 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, 2003, approximately 77% of the Cheyenne Refinerys sales were
made to its 25 largest customers. Occasionally marketing volumes exceed the
refinerys production, 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 Magellan pipeline serving Kansas City and Carthage, Missouri and
Des Moines, Iowa; and the KCPL pipeline, serving Kansas City.

In connection with our late
1999 acquisition of this refinery we entered into a 15-year refined product
offtake agreement with Shell, as previously discussed. For the year ended
December 31, 2003, Shell was the El Dorado Refinerys largest customer.
Under the agreement, Shell purchases gasoline, diesel and jet fuel produced by
the El Dorado Refinery at market-based prices. Initially in 1999, Shell
purchased all of the El Dorado Refinerys production of these products.
Beginning in 2000, we retained and marketed a portion of the refinerys
gasoline and diesel production. The retained 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 also continue to purchase all jet fuel production for
the remainder of the original 15-year product offtake agreement term. The
agreement allows us to focus on maximizing the operating efficiency of our El
Dorado Refinery during these years. 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 (Sinclair); a 28,000 barrel per day refinery in Denver owned
by Valero Energy Corporation (Valero); and a 58,000 barrel per day
refinery in Denver owned by Suncor Energy (U.S.A.) (Suncor). 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 Suncor
refineries located in Denver have lower product transportation costs in serving
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 Suncor, 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 because of their size (economies of scale) than the El Dorado
Refinery, we believe that our competitors 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
regions are also supplied by three product pipelines that originate from the
Gulf Coast.

Crude Oil Supply.

Cheyenne Refinery.
In the year ended December 31, 2003, we obtained approximately 34% of the
Cheyenne Refinerys crude oil charge from Wyoming, 54% from Canada and 12%
from Colorado. During the same period, heavy crude oil constituted approximately
88% 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 the past couple of years additional heavy
crude oil storage capacity has been added at Guernsey. 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 pipeline
system 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.

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 received 9,000 barrels per day, increasing 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 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 Express 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 a portion of our dedicated capacity
through the Express Pipeline.

El Dorado Refinery.
In the year ended December 31, 2003, we obtained approximately 73% of the El
Dorado Refinerys crude oil charge from Texas, 19% from Kansas, 3% from the
North Sea, and 5% from other sources. 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 81% of our crude oil charge during the year ended December 31,
2003. The remainder of our crude oil charge is transported to the El Dorado
Refinery through Kansas gathering system pipelines.

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
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 may 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 on the Alky unit at
our El Dorado Refinery during March 2004. Turnaround work was performed on our
sulfur and hydrotreating units at our Cheyenne Refinery in February 2004.

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 reduced
their OSHA recordable rates during 2003. The Cheyenne Refinery reduced its OSHA
recordable rate from 4.03 in 2002 to 1.38 for 2003. For the dramatic improvement
in safety, the personnel at Cheyenne will be awarded three safety awards by the
National Petrochemical and Refiners Association and three additional awards by
the National Safety Council. The behavioral safety program initiated in 2000,
the Safety Training Observation Program started in 2002, and the
supervisors safety training program added in 2003 have established a very
positive safety trend at the Cheyenne Refinery. We believe that the combination
of the behavioral safety program with the management driven safety programs has
made very positive changes in the safety culture of the entire workforce at the
Cheyenne Refinery. Frontier is determined not only to sustain its safety, but
also to push for additional progress in the safety record at the Cheyenne Refinery
as we continue to devote additional resources to operate our safety programs.

The El Dorado Refinery also
improved its safety record last year from an OSHA recordable rate of 2.45 in
2002 to 1.91 for 2003. While the El Dorado Refinery is still slightly above the
national average of 1.4, the employees and management continue to dedicate 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 operating procedures. The
objective is a safe working environment for employees who know how to work
safely. Management is confident that the appropriate safety programs are in
place and are supported by the employees to continue improving the safety at the El
Dorado Refinery in 2004.

## Government
Regulation

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

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

Our operations and many of
the products we manufacture are specifically subject to certain requirements of
the Clean Air Act (CAA) and related state and local regulations. The
1990 amendments to the CAA contain provisions that will require capital
expenditures for the installation of certain air pollution control devices at
our refineries during the next several years. Subsequent rule making authorized
by the CAA or similar laws or new agency interpretations of existing rules may
necessitate additional expenditures in future years. The Environmental
Protection Agency (EPA) recently embarked on a Petroleum Refining
Initiative (Initiative) alleging industry-wide noncompliance with
certain longstanding 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, in recognition of the EPAs reinterpretation of certain regulatory
requirements associated with the Initiative, 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.
This determination resulted from internal compliance audits initiated by the
Company and subsequently shared with the corresponding state regulatory agencies
under the provisions of state audit privilege statutes. Both the Kansas
Department of Health and Environment (KDHE) and the Wyoming
Department of Environmental Quality (WDEQ) have expressed their
preference to enter into consent decrees with the Company to settle these and
certain other compliance matters. The provisions of a KDHE Order have not yet
been proposed. The WDEQ has informally suggested that it will be seeking
injunctive relief and a penalty in the $600,000 range, an amount that is subject
to potential negotiation and may largely be off-set by Supplemental
Environmental Projects. We have accrued $317,000 as of December 31, 2003 to
cover the estimated cash portion of the possible penalty. Because other
refineries will likely be required to make similar expenditures, we do not
expect such expenditures to materially adversely impact our competitive
position.

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 Frontier qualifies 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 of our Refineries to the
national standard. The total capital expenditures estimated, as of December 31,
2003, to achieve the final gasoline sulfur standard are approximately $35
million at the Cheyenne Refinery and approximately $44 million at the El Dorado
Refinery. The $35 million at Cheyenne includes over $28 million already incurred
(on an accrual basis) through December 31, 2003 to meet the interim standard in
2004.

The EPA recently
promulgated regulations that will limit the sulfur content of highway diesel
fuel beginning in 2006 to 15 parts per million (ppm). The current
standard is 500 ppm. 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 the 15 ppm 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
we have submitted an application for a highway diesel volumetric baseline to the
EPA. As of December 31, 2003, the minimum capital costs for diesel
desulfurization are estimated to be approximately $13 million for the Cheyenne
Refinery and between $60 million and $90 million for the El Dorado Refinery. The
final cost for the El Dorado Refinery will be dependent on whether we choose to
meet only the ultra low sulfur diesel requirement or decide on an alternative
project which would also result in increased future profitability. This
alternative project would increase the total capital cost for the El Dorado
Refinery from the $60 to $90 million range to a total estimated cost of $160 million.

On April 15, 2003, the EPA
proposed regulations to reduce emissions from diesel engines used in off-road
activities such as agriculture, mining and railroads and also to limit the
allowable amount of sulfur in the diesel fuel used in those engines. If
promulgated, the EPAs proposal would require a reduction of sulfur in
off-road diesel fuel by June 1, 2007 from the currently allowable 5,000 ppm to
500 ppm and by June 1, 2010 further limit the concentration of sulfur in diesel
fuel used in off-road applications other than railroads and marine engines to 15
ppm. The EPA is also proposing to allow small business refiners, such as
Frontier, to continue to produce off-road diesel at the current sulfur limit of
5,000 ppm through May 31, 2010 and to meet a limit of 500 ppm sulfur from June
1, 2010 until May 31, 2014. Frontier has historically provided a minor amount of
diesel fuel to the off-road markets from both of our Refineries. Included in
this April 15, 2003 EPA proposal are regulations that will, in part, cause a
small refiner, such as Frontier, to lose small refiner status upon merger with
or acquisition of another refining entity if the post-merger or acquisition
refining capacity exceeds 155,000 barrels per day. A small refiner losing such
status would be allowed two years from the date of acquisition or merger to
comply with the non-small refiner clean fuel standards. We are monitoring these
regulatory developments and are evaluating their compliance options. The costs
that we will eventually incur to comply with these regulations, when final, are
currently unknown.

The front range of Colorado
(including the Denver metro area) is a major market for the products
manufactured by our Refineries. Until the summer of 2003, this area had been in
compliance with all of the EPAs National Ambient Air Quality Standards
(NAAQS) for ozone for the summer seasons, and in recognition of that
compliance had been granted annual waivers from federal gasoline vapor pressure
standards that pre-date that compliance. The combination of a new, lower NAAQS
for ozone and unusual summertime meteorological conditions in the area resulted
in numerous and unforeseen instances where the new standard was exceeded. The
State of Colorado has recently undertaken an effort to develop and implement
controls necessary to ensure the area will regain compliance with the NAAQS for
ozone during the three-year averaging period of 2005 through 2007. These
controls will likely include a requirement to reduce the current allowable
summertime gasoline vapor pressure from 9.0 pounds to either 8.1 pounds or the
current federal standard of 7.8 pounds. These controls will most likely be
initiated for the gasoline to be sold in the area beginning in May of 2005. We
are currently evaluating what modifications may be required to the Cheyenne
Refinery to allow manufacture of the lower vapor pressure product. At this time,
we do not believe that any capital investment will be required at El Dorado to
meet the anticipated new standard.

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 gasoline
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
NAAQS 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 NAAQS 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s ownership
(predecessor owner to Shell), the El Dorado Refinery used MTBE from 1988 until
1991.

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

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

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

In 1997, we completed the
divestiture of our former oil and gas properties and assets. While the
transactions that conveyed these properties and assets to new owners were
intended to transfer any attendant environmental liabilities to the new owners,
we cannot assure you that we will never be subject to liability for any former
activity respecting the divested oil and gas properties. Prior to the
divestiture, we were named as a potentially responsible party (PRP)
under CERCLA at the Gulf Coast Vacuum Services Superfund Site located in
Vermilion Parish, Louisiana. We have entered into a consent decree resolving our
liabilities as a PRP at this Superfund site. The site has since been cleaned up
to the satisfaction of the EPA and the State of Louisiana and was subsequently
removed from the National Priority List (NPL) by EPA direct final
rule on May 22, 2001. In accordance with the decree, Frontier was assessed and
has paid in full a 1.2717% share of the final site cleanup cost of $179,490
equaling $2,284. We believe that any future liabilities related to this site
will not have a material adverse effect on our financial condition. We also
believe that any liability relating to our historical practices respecting the
oil and gas properties will not have a material adverse effect on our financial
condition, results of operations or business.

As is the case with all
companies engaged in similar industries, we face potential exposure from future
claims and lawsuits involving environmental matters. The matters include soil
and water contamination, air pollution, personal injury and property damage
allegedly caused by substances that we have 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 that 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 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, capital expenditures and remediation of conditions found
to exist have already taken place or are in progress, including the completion
of surface impoundment closures, waste stabilization activities and other site
remediation projects totaling approximately $4 million and an ongoing
groundwater remediation program averaging $150,000 in annual operation and
maintenance costs. Additionally, the EPA issued an administrative consent order
with respect to the Cheyenne Refinery on September 24, 1990 pursuant to the
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 soil
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. (the 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 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 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, with the Refinery wastewater in full compliance
for the last three quarters of 2003. The KDHE has recently agreed to consider
the Consent Decree satisfied upon a demonstration of compliance with the
wastewater toxicity requirements for four of five consecutive calendar quarters,
a goal which we expect to achieve in the first half of 2004.

Centennial Pipeline
Regulation. We have a 34.72% undivided ownership interest in the
Centennial pipeline. Suncor 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 88 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, 2003, we
employed approximately 748 full-time employees in the refining operations, 71 of
whom were in the Houston and Denver offices, 276 at the Cheyenne Refinery, 394
at the El Dorado Refinery and 7 at our asphalt terminal in Grand Island,
Nebraska. The Cheyenne Refinery employees include 99 administrative and
technical personnel and 177 union members. The El Dorado Refinery employees
include 132 administrative and technical personnel and 262 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.

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.

The Company's revolving credit facility
includes certain financial covenant requirements relating to our working
capital, tangible net worth and earnings before interest, taxes, depreciation
and amortization. If we do not meet these requirements, an event of default
would occur under our credit facility. Accordingly, 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, 2003, we
had $216.2 million principal amount of total consolidated debt, which included
$45.8 million borrowed under our revolving credit facility, and we may incur
other indebtedness in the future, including borrowing under our $175 million
credit facility.

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

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

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

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

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

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

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

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

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

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

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, enter into forward product agreements to hedge excess inventories and
hedge our refined product margins.

Natural gas prices also
impact our refinery operating expenses. Like crude oil and product prices,
natural gas prices can fluctuate significantly. In addition, our refineries
maintain inventories of crude oil, intermediate products and refined products,
the value of each being subject to fluctuations in market prices. We record our
inventories at the lower of cost (as determined on a first-in, first-out 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 increased significantly
in 2003 over 2002 levels.

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 high during 2003, which resulted in an attractive light/heavy spread.
However, crude oil prices may not remain at current levels and the light/heavy
spread may decline again.

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

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

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

Demand for our products is
influenced by general economic conditions. For example, refined product margins
and crude oil differentials in 2001 were at near record levels. After
experiencing such record levels, refined product margins and crude oil
differentials declined substantially in 2002. This decline was attributed to
unusually high prices for oil, reduced market demand for refined products and
greater imports of competitive products, all of which adversely affected our
results of operations in 2002. In 2003, refined product margins and crude oil
differentials returned closer to historical average levels. However, the
recurrence of weaker economic and market conditions in the future may have a
negative impact on our business and financial results.

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

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

Our refineries consist of
many processing units, a number of which have been in operation for a long time.
One or more of the units may require additional unscheduled down time for
unanticipated maintenance or repairs that is more frequent than our scheduled
turnaround for each unit every one to five years. Scheduled and unscheduled
maintenance 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 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. The retained
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 now provides for
Shell to purchase all jet fuel production from the El Dorado Refinery through
the term of the offtake agreement. Since we will have to market an increasing
portion of the El Dorado Refinerys gasoline and diesel production over the
next ten years we will have to find new customers for these refined products.
These customers may be in markets that we have not previously sold to, and it
may be difficult for us to find customers for these products. If we cannot find
customers in locations convenient to the El Dorado Refinery, our revenues and
profits may be reduced.

We face substantial
competition from other refining and pipeline companies.

The refining industry is
highly competitive. Many of our competitors are large, integrated, major or
independent oil companies that, because of their more diverse operations, larger
refineries and stronger capitalization, may be better positioned 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 somewhat depresses demand for diesel in the winter months.

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

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

Our operations are subject
to a variety of federal, state and local environmental laws and regulations
relating to the protection of the environment, including those governing the
emission or discharge of pollutants into the air and water, product
specifications and the generation, treatment, storage, transportation and
disposal, or remediation of solid and hazardous waste and materials.
Environmental laws and regulations that affect the operations, processes and
margins for our refined products are extensive and have become progressively
more stringent. Additional legislation or regulatory requirements or
administrative policies could be imposed with respect to our products or
activities. Compliance with more stringent laws or regulations or more vigorous
enforcement policies of the regulatory agencies could adversely affect our
financial position and results of operations and could require us to make
substantial expenditures. For the amount of potential costs associated with such
compliance, see Business-Government Regulation-Environmental Matters
which begins on page 6.

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

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

Approximately 59 percent of
our employees were covered by collective bargaining agreements at December 31,
2003. We believe that our current relations with our employees are good.
However, employees may conduct a strike at some time in the future, which may
adversely affect our operations. See Business-Employees.

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

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

## AVAILABLE
INFORMATION

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

Our web site address is:
http://www.frontieroil.com. We make our web site content available for
information purposes only. It should not be relied upon for investment purposes,
nor is it incorporated by reference in this Form 10-K. We make available on this
web site under Investor Relations, free of charge, our annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and amendments to those reports as soon as reasonably practicable after we
electronically file those materials with, or furnish those materials to, the
SEC.

---

ITEM 2.       PROPERTIES

## Refining
Operations

We own the 125 acre site of
the Cheyenne Refinery in Cheyenne, Wyoming and the approximately 1,000 acre site
of the El Dorado Refinery in El Dorado, Kansas. The following tables set forth
the refining operating statistical information on a consolidated basis and for
each refinery for 2003, 2002 and 2001.

## Consolidated:

`Year Ended December 31,                                                       2003          2002           2001
------------------------------------------------------------------------------------------------------------------
Charges (bpd) (1)
    Light crude                                                                31,314         35,684        31,456
    Heavy and intermediate crude                                              115,907        110,372       111,061
    Other feed and blend stocks                                                18,407         17,760        15,538
                                                                          -----------    -----------    ----------
       Total                                                                  165,628        163,816       158,055

Manufactured product yields (bpd) (2)
    Gasoline                                                                   83,449         84,645        78,126
    Diesel and jet fuel                                                        53,156         53,436        51,210
    Asphalt                                                                     7,530          7,437         6,067
    Chemicals (3)                                                                 842            369         1,370
    Other                                                                      16,536         14,915        18,416
                                                                          -----------    -----------    ----------
       Total                                                                  161,513        160,802       155,189

Total product sales (bpd)
    Gasoline                                                                   89,842         91,989        83,737
    Diesel and jet fuel                                                        53,606         53,378        51,539
    Asphalt                                                                     7,260          7,490         6,875
    Chemicals (3)                                                                 842            439         1,413
    Other                                                                      14,117         13,236        15,536
                                                                          -----------    -----------    ----------
       Total                                                                  165,667        166,532       159,100

Refinery operating margin information (per sales barrel)
    Refined products revenue                                              $     35.88    $    29.82     $    32.53
    Raw material, freight and other costs (FIFO inventory accounting)           30.77         25.71          25.69
    Refinery operating expenses, excluding depreciation                          3.31          2.93           3.27
    Refinery depreciation                                                         .47           .44            .42

Average West Texas Intermediate crude oil price at Cushing, OK            $     31.89    $    26.17     $    26.09

Average gasoline crack spreads (per barrel) (4)                           $      7.00    $     5.88     $     8.91
Average diesel crack spreads (per barrel) (4)                             $      5.05    $     3.97     $     7.91

Average sales price (per sales barrel)
    Gasoline                                                              $     39.72    $    33.08     $    35.85
    Diesel and jet fuel                                                         36.91         30.35          34.12
    Asphalt                                                                     24.68         21.64          22.81
    Chemicals (3)                                                               53.90         41.68          70.81
    Other                                                                       12.24          9.24          10.21`

|(1) | Charges are the quantity of crude oil and other feedstock processed through refinery units.  The amounts indicated here are
       presented on a barrels per day (bpd) basis.                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Manufactured product yields are the volumes of specific materials that are obtained through the distilling of crude oil and the
       operations of other refinery process units.                               
|(3) | During 2002, the process of shutting down the phenol and cumene units at El Dorado began and by year-end we had discontinued the
       production of phenol and acetone and began producing and selling benzene.
|(4) | The average non-oxygenated gasoline and diesel net sales prices we receive for each product less the average West Texas
       Intermediate (WTI) crude prices at Cushing, Oklahoma.                           

---

## Cheyenne
Refinery:

`Year Ended December 31,                                                       2003           2002          2001
------------------------------------------------------------------------------------------------------------------
Charges (bpd) (1)
    Light crude                                                                 5,405          4,070         3,390
    Heavy crude                                                                40,284         37,231        32,790
    Other feed and blend stocks                                                 5,966          4,882         4,626
                                                                          -----------    -----------    ----------
       Total                                                                   51,655         46,183        40,806

Manufactured product yields (bpd) (2)
    Gasoline                                                                   20,518         18,196        15,956
    Diesel                                                                     15,044         13,434        12,091
    Asphalt                                                                     7,530          7,437         6,067
    Other                                                                       6,822          5,855         5,590
                                                                          -----------    -----------    ----------
       Total                                                                   49,914         44,922        39,704

Total product sales (bpd)
    Gasoline                                                                   26,836         24,559        21,090
    Diesel                                                                     15,091         13,361        12,031
    Asphalt                                                                     7,260          7,490         6,875
    Other                                                                       4,708          4,243         3,877
                                                                          -----------    -----------    ----------
       Total                                                                   53,895         49,653        43,873

Refinery operating margin information (per sales barrel)
    Refined products revenue                                              $     35.61    $    29.91     $    32.88
    Raw material, freight and other costs (FIFO inventory accounting)           29.40         25.18          24.85
    Refinery operating expenses, excluding depreciation                          3.12          3.02           3.39
    Refinery depreciation                                                         .79           .83            .85


Average light/heavy crude spread (per barrel) (3)                         $      7.10    $     4.77     $     7.62


Average gasoline crack spreads (per barrel) (4)                           $      7.32    $     6.44     $    10.11
Average diesel crack spreads (per barrel) (4)                             $      6.57    $     4.99     $     9.70

Average sales price (per sales barrel)
    Gasoline                                                              $     41.42    $    35.22     $    38.81
    Diesel                                                                      39.00         32.16          36.40
    Asphalt                                                                     24.68         21.64          22.81
    Other                                                                        8.44          6.68           7.58`

|(1) | Charges are the quantity of crude oil and other feedstock processed through refinery units.  The amounts indicated here are
       presented on a barrels per day (bpd) basis.                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Manufactured product yields are the volumes of specific materials that are obtained through the distilling of crude oil and the
       operations of other refinery process units.                                                                                                                                                                                                                                          
|(3) | Average light/heavy spread is the differential between the benchmark average WTI crude priced at Cushing, Oklahoma and the heavy
       crude oil priced delivered to the refinery.  The light/heavy spread for prior periods has been restated to conform to the
       current presentation using WTI as the light crude oil in order to be comparable with the WTI/WTS spread reported for the El
       Dorado refinery.
|(4) | The average non-oxygenated gasoline and diesel net sales prices we receive for each product less the average West Texas
       Intermediate ("WTI") crude prices at Cushing, Oklahoma.                                                                                                                                                                                                                                      

---

## El Dorado
Refinery:

`Year Ended December 31,                                                       2003           2002          2001
------------------------------------------------------------------------------------------------------------------
Charges (bpd) (1)
    Light crude                                                                25,909         31,614        28,066
    Heavy and intermediate crude                                               75,623         73,141        78,272
    Other feed and blend stocks                                                12,440         12,878        10,912
                                                                          -----------    -----------    ----------
       Total                                                                  113,972        117,633       117,250

Manufactured product yields (bpd) (2)
    Gasoline                                                                   62,931         66,449        62,170
    Diesel and jet fuel                                                        38,111         40,002        39,119
    Chemicals (3)                                                                 842            369         1,370
    Other                                                                       9,715          9,061        12,825
                                                                          -----------    -----------    ----------
       Total                                                                  111,599        115,881       115,484

Total product sales (bpd)
    Gasoline                                                                   63,006         67,430        62,646
    Diesel and jet fuel                                                        38,516         40,017        39,508
    Chemicals (3)                                                                 842            439         1,413
    Other                                                                       9,410          8,993        11,659
                                                                          -----------    -----------    ----------
       Total                                                                  111,774        116,879       115,226

Refinery operating margin information (per sales barrel)
    Refined products revenue                                              $     36.01    $    29.78     $    32.40
    Raw material, freight and other costs (FIFO inventory accounting)           31.43         25.93          26.01
    Refinery operating expenses, excluding depreciation                          3.41          2.90           3.22
    Refinery depreciation                                                         .32           .28            .26

WTI/WTS crude spread (per barrel) (4)                                     $      2.68    $     1.36     $     3.10

Average gasoline crack spreads (per barrel) (5)                           $      6.86    $     5.68     $     8.50
Average diesel crack spreads (per barrel) (5)                             $      4.45    $     3.63     $     7.36

Average sales price (per sales barrel)
    Gasoline                                                              $     38.99    $    32.30     $    34.85
    Diesel and jet fuel                                                         36.09         29.75          33.43
    Chemicals (3)                                                               53.90         41.68          70.81
    Other                                                                       14.13         10.45          11.08`

|(1) | Charges are the quantity of crude oil and other feedstock processed through refinery units.  The amounts indicated here are
       presented on a barrels per day (bpd) basis.                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Manufactured product yields are the volumes of specific materials that are obtained through the distilling of crude oil and the
       operations of other refinery process units.                               
|(3) | During 2002, the process of shutting down the phenol and cumene units at El Dorado began and by year-end we had discontinued the
       production of phenol and acetone and began producing and selling benzene.
|(4) | Average differential between benchmark West Texas intermediate (sweet) crude oil priced at Cushing, Oklahoma and West Texas sour
       crude oil priced at Midland, Texas.                                      
|(5) | The average non-oxygenated gasoline and diesel net prices we receive for each product less the average West Texas Intermediate
       (WTI) crude prices at Cushing, Oklahoma.                                 

## 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 which we anticipate
renewing. For our refining operations headquarters, we lease approximately
28,000 square feet in Denver, Colorado under a four and a half year sublease
expiring in December 2006.

ITEM 3.       LEGAL PROCEEDINGS

Beverly Hills Lawsuits. A Frontier  subsidiary,  Wainoco Oil & Gas Company,
owned and  operated an interest in an oil field in the Los  Angeles,  California
metropolitan area from 1985 to 1995. The production facilities for that interest
in the oil field are located at the campus of the Beverly Hills High School.  In
April 2003, a law firm began filing claims with the Beverly Hills Unified School
District  and the City of  Beverly  Hills on behalf of former  students,  school
employees,  area residents and others alleging that emissions from the oil field
or the production  facilities caused cancers or various other health problems in
those  individuals.  Wainoco Oil & Gas Company and  Frontier  have been named in
five such suits:  Moss,  et al. v.  Veneco,  Inc.,  et al.,  filed in June 2003;
Ibraham,  et al. v. City of Beverly Hills, et al, filed in July, 2003;  Yeshoua,
et al. v. Veneco,  Inc., et al., filed in August,  2003; Jacobs v. Wainoco Oil &
Gas Company,  et al., filed in December,  2003;  and Bussel,  et al., v. Veneco,
Inc.,  et al.,  filed in  January , 2004.  Other  defendants  in these  lawsuits
include the Beverly Hills Unified  School  District,  the City of Beverly Hills,
ten other oil and gas companies,  two additional companies involved in owning or
operating a power plant  adjacent to the Beverly  Hills High School and three of
their related parent companies. The lawsuits include claims for personal injury,
wrongful death, loss of consortium and/or fear of contracting diseases, and also
ask for punitive  damages.  No dollar  amounts of damages have been specified in
any of the  lawsuits.  The five pending  lawsuits  have been or will be formally
related to one  another and have been or will be  transferred  to a judge on the
complex civil  litigation panel in the Superior Court of the State of California
for the County of Los Angeles.

The oil production site
operated by Frontiers subsidiary was a modern facility and was operated
with a high level of safety and responsibility. Frontier believes that its
subsidiarys activities did not cause any health problems for anyone,
including former Beverly Hills high school students, school employees or area
residents. Nevertheless, as a matter of prudent risk management, Frontier
purchased insurance in 2003 from an insurance company with an A.M. Best rating
of A++ (Superior) covering the existing claims described above and any similar
claims for bodily injury or property damage asserted during the five-year period
following the policys September 30, 2003 commencement date. The claims are
covered, whether asserted directly against the insured parties or as a result of
contractual indemnity. The policy covers defense costs and any payments made to
claimants, up to an aggregate limit of $120 million, including coinsurance by
Frontier of up to $3.9 million of the coverage between $40 million and $120
million. In October 2003, the Company paid $6.25 million to the insurance
company (which includes an indemnity premium of $5.75 million and a $500,000
administration fee) and has funded with the insurance company a commutation
account of approximately $19.6 million, from which the insurance company will
fund the first costs under the policy including, but not limited to, the costs
of defense of the claims. We also paid $772,500 to the State of California for
surplus line tax on the premium. Frontier has the right to terminate the policy
at any time after the first year and prior to September 30, 2008, receive a
refund of up to $4.3 million of the premium (which the dollar amount declines
over time) plus any unspent balance in the commutation account plus accumulated
interest. While the policy is in effect, the insurance company will manage the
defense of the claims. The Company is also seeking coverage with respect to the
Beverly Hills, California claims from the insurance companies that provided
policies to Frontier during the 1985 to 1995 period.

Frontier believes that
neither the claims that have been made, the five pending lawsuits, nor other
potential future litigation by which similar or related claims may be asserted
against Frontier or its subsidiary will result in any material liability or have
any material adverse effect upon Frontier.

Holly Lawsuit. On
August 20, 2003, Frontier announced that Holly Corporation (Holly)
had advised the Company that Holly was not willing to proceed with our merger
agreement previously announced on March 31, 2003 on the agreed terms. As a
result, we filed suit for damages in the Delaware Court of Chancery. On
September 2, 2003, Holly filed an answer and counterclaims, denying our claims,
asserting that Frontier repudiated the merger agreement by filing the Delaware
lawsuit, and claiming among other things that the Beverly Hills, California
litigation caused us to be in breach of its representations and warranties in
the merger agreement. Frontier has denied all of Hollys counterclaims.
Trial on the suit and Hollys counterclaims began the week of February 23,
2004.

MTBE Concentration
Lawsuits. Although we have never provided MTBE blended product to the Kansas
marketplace, we have recently become aware that the El Dorado Refinery (Frontier
El Dorado Refining Company) is named as one of fifty-two defendants in four
lawsuits brought on behalf of the City of Dodge City, Kansas, the Chisholm Creek
Utility Authority, the City of Bel Aire, Kansas, the County of Sedgwick Water
Authority and the City of Park City, Kansas alleging unspecified damages for
contamination of groundwater/public water wells by MTBE and tertiary butyl
alcohol (TBA) a degradation product of MTBE. One element of the
damage claims entails the alleged need for a wellfield vulnerability study at a
cost in excess of $75,000. Plaintiffs contend that the defendants manufactured
or otherwise put MTBE into the stream of interstate commerce. The causes of
action stated include strict liability for a defective product or design, strict
liability for failure to warn, negligence, public nuisance, private nuisance,
trespass, and civil conspiracy. Frontier El Dorado Refining Company has
requested that Shell Oil Company (as successor in interest to Equilon
Enterprises, LLC) assume the defense and indemnify the Company in connection
with these cases pursuant to the 1999 purchase and sale agreement for the
Refinery.

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

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 2003 and 2002 are shown in the following table:

`2003                     High             Low
------------------------ ---------------- ----------------
Fourth quarter                $ 17.81         $ 14.70
Third quarter                   16.14           13.91
Second quarter                  18.16           15.08
First quarter                   18.25           14.01
------------------------ ---------------- ----------------

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
------------------------ ---------------- ----------------`

The approximate number of holders of record for Frontier Oil Corporation common stock as of February 27, 2004 was 1,127.

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, 2003. 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.

ITEM 6.       SELECTED FINANCIAL DATA

The information in the 2003
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 2003
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 2003
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 2003 Annual Report of 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.

ITEM 9A.      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. As of the end of the period covered by this report,
we evaluated, under the supervision and with the participation of our
management, including our Chairman of the Board, President and Chief Executive
Officer and our Executive Vice President - Finance & Administration, Chief
Financial Officer, the effectiveness of our disclosure controls and procedures
pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our
Chairman of the Board, President and Chief Executive Officer and our Executive
Vice President - Finance & Administration, Chief Financial Officer
concluded that our disclosure controls and procedures are effective.

During the most recent
fiscal quarter, there have been no changes in our internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

## 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 SEC pursuant to Regulation 14A
within 120 days after the close of its last fiscal year.

## PART IV

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

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

---

| | Consolidated Statements of Income                                                                                                          | 23
| | ------------------------------------------------------------------------------------------------------------------------------------------ | --
| | Consolidated Balance Sheets                                                                                                                | 24
| | Consolidated Statements of Cash Flows                                                                                                      | 25
| | Consolidated Statements of Changes in Shareholders Equity                                                                                 | 26
| | Notes to Consolidated Financial Statements                                                                                                 | 28
| | Independent Auditors Report                                                                                                               | 44
| | Selected Quarterly Financial Data                                                                                                          | 20
| | *Reference to pages in the 2003 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 |       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------------------- | ----- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*                          | 2.1   | - | Agreement and Plan of Merger dated March 30, 2003, by and among Frontier
Oil Corporation, Front Range Himalaya Corporation, Front Range Merger
Corporation, Himalaya Merger Corporation and Holly Corporation (incorporated by
reference and filed as Exhibit 99.2 to Form 8-K dated March 30, 2003, filed
April 2, 2002, File Number 1-07627).                                                                                                                               
|*                          | 3.1   | - | Articles of Amendment to the Restated Articles of Incorporation of the Company (Exhibit 3.2 to Registration Statement No.
              333-47745, filed May 4, 1998).                                                                                                                                                                                                                                                                                                        
|*                          | 3.2   | - | Fourth Restated By-Laws of the Company as amended through February 20,
1992 (Exhibit 3.2 to Form 10-K dated December 31, 1992, File Number 1-07627,
filed March 10, 1993).                                                                                                                                                                                                                                                                                                    
|*                          | 4.1   | - | Indenture dated as of February 9, 1998 between the Company and Chase Bank
of Texas, National Association, as Trustee relating to the Companys 9-1/8%
Senior Notes due 2006 (filed as Exhibit 4.8 to Registration Statement No. 333-47745, filed March 11, 1998).                                                                                                                                                                                                             
|*                          | 4.2   | - | Indenture dated as of November 12, 1999, among the Company and Chase Bank of Texas, National
Association, as Trustee relating to the Companys 113⁄4% Senior Notes due 2009
(Exhibit 4.1 to Form 8-K, File Number 1-07627, filed December 1, 1999).                                                                                                                                                                                                                             
|*                          | 10.1  | - | Asset Purchase and Sale Agreement among Frontier El Dorado Refining
Company, as buyer, Frontier Oil Corporation, as Guarantor and Equilon
Enterprises LLC, as seller, dated as of October 19, 1999 (Exhibit 10.1 to Form
8-K, File Number 1-07627, filed December 1, 1999).                                                                                                                                                                                                   
|*                          | 10.2  | - | Revolving Credit Agreement dated as of November 16, 1999 among Frontier
Oil and Refining Company, as borrower, the lenders named therein, Union Bank of
California, N.A., as administrative agent, documentation agent and lead
arranger, and Paribas, as syndication agent and lead arranger (Exhibit 10.2 to
Form 8-K, File Number 1-07627, filed December 1, 1999).                                                                                                        
|*                          | 10.3  | - | Purchase and Sale Agreement, dated May 5, 1997, for the sale of Canadian
oil and gas properties (Exhibit to From 8-K, File Number 1-07627,filed June 30,
1997).                                                                                                                                                                                                                                                                                                               
|*+                         | 10.4  | - | The 1968 Incentive Stock Option Plan as amended and restated (Exhibit
10.1 to Form 10-K dated December 31, 1987, File Number 1-07627, filed March 3,
1998).                                                                                                                                                                                                                                                                                                                   
|*+                         | 10.5  | - | 1995 Stock Grant Plan for Non-employee Directors (Exhibit 10.14 to Form
10-Q dated June 30, 1995, File Number 1-07627, filed August 3, 1995).                                                                                                                                                                                                                                                                                                                                 
|*+                         | 10.6  | - | Frontier Deferred Compensation Plan (previously named Wainoco Deferred
Compensation Plan dated October 29, 1993 and filed as Exhibit 10.19 to Form 10-K
dated December 31, 1994, File Number 1-07627, filed March 17, 1995).                                                                                                                                                                                                                                                  
|*+                         | 10.7  | - | Frontier Deferred Compensation Plan for Directors (previously named
Wainoco Deferred Compensation Plan for Directors dated May 1, 1994 and filed as
Exhibit 10.20 to Form 10-K dated December 31, 1994, File Number 1-07627, filed
March 17, 1995).                                                                                                                                                                                                                           
|*+                         | 10.8  | - | Executive Employment Agreement dated December 18, 2000 between the
Company and W. Reed Williams (Exhibit 10.10 to Form 10-K dated December 31,
2001, File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                               
|*+                         | 10.9  | - | Executive Employment Agreement dated December 18, 2000 between the
Company and James R. Gibbs (Exhibit 10.11 to Form 10-K dated December 31, 2001,
File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                 
|*+                         | 10.10 | - | Executive Employment Agreement dated December 18, 2000 between the
Company and Julie H. Edwards (Exhibit 10.12 to Form 10-K dated December 31,
2001, File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                               
|*+                         | 10.11 | - | Executive Employment Agreement dated December 18, 2000 between the
Company and J. Currie Bechtol (Exhibit 10.13 to Form 10-K dated December 31,
2001, File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                              
|*+                         | 10.12 | - | Executive Employment Agreement dated December 18, 2000 between the
Company and Jon D. Galvin (Exhibit 10.14 to Form 10-K dated December 31, 2001,
File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                  
|*+                         | 10.13 | - | Executive Employment Agreement dated December 18, 2000 between the
Company and Gerald B. Faudel (Exhibit 10.15 to Form 10-K dated December 31,
2001, File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                               
|*+                         | 10.14 | - | Executive Employment Agreement dated February 28, 2001 between the
Company and Nancy J. Zupan (Exhibit 10.16 to Form 10-K dated December 31, 2001,
File Number 1-07627, filed March 1, 2002).                                                                                                                                                                                                                                                                                 
|*+                         | 10.15 | - | Frontier Oil Corporation Restricted Stock Plan (Exhibit 99.1 to
Registration Statement No 333-56946, filed March 13, 2001).                                                                                                                                                                                                                                                                                                                                                   
|*+                         | 10.16 | - | Amended and Restated Frontier Oil Corporation 1999 Stock Plan (Exhibit
99.1 to Registration Statement No 333-89876 filed June 6, 2002).                                                                                                                                                                                                                                                                                                                                       
|*                          | 10.17 | - | Crude Oil Supply Agreement dated October 15, 2002 between Baytex Energy
Ltd, and Frontier Oil and Refining Company (Exhibit 10.2 to Form 10-Q dated
September 30, 2002, File Number 1-07627, filed October 30, 2002). On November
28, 2002 this agreement was assigned by Baytex Energy Ltd. to its wholly-owned
subsidiary, Baytex Marketing Ltd.                                                                                                                            
|*                          | 10.18 | - | Amended and Restated Revolving Credit Agreement dated May 27, 2003 among
Frontier Oil Corporation, one of its wholly owned subsidiaries, 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 PNB Paribas, as syndication agent (incorporated by reference and
filed as Exhibit 99.2 to Form 8-K dated and filed May 29, 2003, File Number
1-07627).
|                           | 13.1  | - | Portions of the Companys 2003 Annual Report covering pages 9 through 44.                                                                                                                                                                                                                                                                                                                                                                                                     
|                           | 21.1  | - | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                           | 23    | - | Consent of Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                           | 31.1  | - | 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.                                                                                                                                                                                                                                                                                                              
|                           | 31.2  | - | 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.                                                                                                                                                                                                                                                                                                              
|                           | 32.1  | - | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
              2002.                                                                                                                                                                                                                                                                                                                                         
|                           | 32.2  | - | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                       

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

|(b) | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | A report on Form 8-K was filed October 31, 2003 and dated October 30, 2003, File
Number 1-07627 regarding a press release announcing the Companys third
quarter results.                                                                                                                                                                                                                       
|(c) | Exhibits
The Companys 2003 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,
2003 and 2002 and for the years then ended, and have issued our report thereon
dated February 19, 2004; such consolidated financial statements and report are
included in your 2003 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the 2003 and 2002 financial statement
schedules of Frontier Oil Corporation 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. In our opinion,
the 2003 and 2002 financial statement schedules, when considered in relation to
the 2003 and 2002 basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein. The
financial statement schedules for the year ended December 31, 2001 were audited
by other auditors who have ceased operations. Those auditors expressed an
unqualified opinion, in their report dated February 8, 2002, that such 2001
financial statement schedules, when considered in relation to the 2001 basic
consolidated financial statements taken as a whole, presented fairly, in all
material respects, the information set forth therein.

DELOITTE & TOUCHE LLP

Houston, Texas
February 19, 2004

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

To Frontier Oil Corporation:

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

ARTHUR ANDERSEN LLP

Houston, Texas
February 8, 2002

---

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

                                                                          2003              2002
                                                                       ---------        ----------

ASSETS
Current Assets:
       Cash and cash equivalents                                      $    59,846       $  106,118
       Receivables                                                            710               86
       Deferred tax current asset                                           5,967            5,346
       Other current assets                                                    68              231
                                                                      -----------       ----------
             Total current assets                                          66,591          111,781
                                                                      -----------       ----------
Property, Plant and Equipment, at cost -
       Furniture, fixtures and other                                        1,111            1,064
       Less - Accumulated depreciation                                       (866)            (753)
                                                                      -----------       ----------
                                                                              245              311
Assets Held for Sale                                                            -              472
Investment in Subsidiaries                                                264,016          279,055
Commutation Account                                                        19,550                -
Prepaid Insurance                                                           6,593                -
Other Assets                                                                8,183            8,972
                                                                      -----------       ----------
TOTAL ASSETS       $                                                  $   365,178       $  400,591
                                                                      ===========       ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
       Accounts payable                                               $     1,736       $       41
       Other accrued liabilities                                            4,091            5,503
                                                                      -----------       ----------
             Total current liabilities                                      5,827            5,544
                                                                      -----------       ----------
Deferred Income Taxes                                                      16,930           15,176
Deferred Revenues and Other                                                 3,723            3,032
Payable to Affiliated Companies                                               732              615
Long-Term Debt                                                            168,689          207,966

Shareholders' Equity                                                      169,277          168,258
                                                                      -----------       ----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $   365,178       $  400,591
                                                                      ===========       ==========`

The Notes to
Condensed Financial Information of Registrant and the Notes to
Consolidated Financial Statements in the 2003 Annual Report to
Shareholders incorporated herein by reference, are an integral part of these
financial statements.

---

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


                                                                2003           2002           2001
                                                             ----------     ----------     ----------


Revenues:
      Equity in earnings of subsidiaries                     $   48,949     $   31,704     $  166,828
      Other income                                                  (17)            (1)            24
                                                             ----------     ----------     ----------
                                                                 48,932         31,703        166,852
                                                             ----------     ----------     ----------
Costs and Expenses:
      Selling and general expenses                                7,936          6,208          5,900
      Merger termination and legal costs (Note 4)                 8,739              -              -
      Depreciation                                                  113            247            227
                                                             ----------     ----------     ----------
                                                                 16,788          6,455          6,127
                                                             ----------     ----------     ----------

Operating Income                                                 32,144         25,248        160,725
Interest Expense and Other Financing Costs                       26,981         24,858         27,543
Interest Income                                                  (1,004)        (1,698)        (2,517)
                                                             ----------     ----------     ----------

Income before Income Taxes                                        6,167          2,088        135,699
Provision for Income Taxes                                        2,935          1,060         28,046
                                                             ----------     ----------     ----------

Net Income                                                   $    3,232     $    1,028     $  107,653
                                                             ==========     ==========     ==========`

The Notes to
Condensed Financial Information of Registrant and the Notes to
Consolidated Financial Statements in the 2003 Annual Report to
Shareholders incorporated herein by reference, are an integral part of these
financial statements.

---

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


                                                                2003              2002             2001
                                                             -----------      -----------       ----------

Operating Activities
      Net income                                             $     3,232      $     1,028       $  107,653
      Equity in earnings of subsidiaries                         (48,949)         (31,704)        (166,828)
      Depreciation                                                   113              247              227
      Deferred income taxes                                        2,655            1,149            9,463
      Other                                                      (22,766)           5,430           (1,598)
                                                             -----------      -----------       ----------
Net cash used by operating activities                            (65,715)         (23,850)         (51,083)
                                                             -----------      -----------       ----------

Investing Activities
      Additions to property, plant and equipment and other           (79)            (350)             (46)
      Proceeds from sale of asset                                    240                -                -
      Investment in subsidiaries                                 (18,039)        (181,867)         (12,000)
                                                             -----------      -----------       ----------
Net cash used by investing activities                            (17,878)        (182,217)         (12,046)
                                                             -----------      -----------       ----------

Financing Activities
      Repurchases of debt:
           9-1/8% Senior Notes                                   (39,475)          (1,090)         (24,410)
           11-3/4% Senior Notes                                        -                -           (6,541)
      Proceeds from issuance of common stock                       1,441            1,702            3,271
      Purchase of treasury stock                                  (1,075)            (787)         (22,600)
      Change in intercompany balances, net                           117          (30,453)             953
      Dividends paid to shareholders                              (5,187)          (5,161)          (2,629)
      Dividends received from subsidiaries                        81,500          244,514          174,800
      Other                                                            -                -               13
                                                             -----------      -----------       ----------
Net cash provided by financing activities                         37,321          208,725          122,857
                                                             -----------      -----------       ----------

(Decrease) increase in cash and cash equivalents                 (46,272)           2,658           59,728
Cash and cash equivalents, beginning of period                   106,118          103,460           43,732
                                                             -----------      -----------       ----------
Cash and cash equivalents, end of period                     $    59,846      $   106,118       $  103,460
                                                             ===========      ===========       ==========`

The Notes to
Condensed Financial Information of Registrant and the Notes to
Consolidated Financial Statements in the 2003 Annual Report to
Shareholders incorporated herein by reference, are an integral part of these
financial statements.

---

## Frontier Oil
Corporation

Notes to Condensed Financial Information of Registrant

December 31, 2003

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 2003 Annual Report to
Shareholders.

(2)    Long-term debt

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

`2003           2002
                                                                 -----------     ----------

     11-3/4% Senior Notes, net of unamortized discount           $   168,689     $  168,491
     9-1/8% Senior Notes                                                   -         39,475
                                                                 -----------     ----------
                                                                 $   168,689     $  207,966
                                                                 ===========     ==========`

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

The 113⁄4% Senior Notes are due 2009; until then there are no maturities of long-term debt.

(4)    On March 31, 2003 the Company  announced that it had entered into an
agreement with Holly Corporation  (Holly)  pursuant to which the two companies
would merge. On August 20, 2003,  Frontier  announced that Holly had advised the
Company that Holly was not willing to proceed  with the merger  agreement on the
agreed  terms.  As a result,  the Company filed suit for damages in the Delaware
Court  of  Chancery.   On   September  2,  2003,   Holly  filed  an  answer  and
counterclaims, denying our claims, asserting that Frontier repudiated the merger
agreement by filing the Delaware  lawsuit,  and claiming among other things that
the Beverly Hills,  California  litigation caused the Company to be in breach of
its representations and warranties in the merger agreement.  Frontier has denied
all of Hollys  counterclaims.  Trial on the suit and Hollys  counterclaims  is
scheduled to begin the week of February  23,  2004.  The $8.7 million of Merger
termination  and legal costs for the year ended December 31, 2003 included $3.0
million in transaction  related costs and $5.7 million in ongoing legal expenses
incurred (on an accrual  basis) on the Holly  lawsuit.  Additional  net costs of
approximately  $18.0 million related to the issuance and termination of debt for
the anticipated  merger have reduced the Equity in earnings in subsidiaries on
our 2003 statement of income.

---

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

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

2003
Allowance for doubtful accounts             $   1,300       $     103        $     903          $     500
Turnaround accruals (1)                        26,862          12,163           12,383             26,642
Valuation allowance on deferred tax assets      1,555               -                -              1,555

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          -           1,555                -              1,555

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                  -

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

---

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 8, 2004

---

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 8, 2004

---