---

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

# FORM 10-K/A

# Amendment No. 1 to 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.

---

PURPOSE OF AMENDMENT

Frontier Oil Corporation is
filing this Amendment on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 to replace Exhibit 13.1 to correct immaterial typographical errors in the financial statements incorporated
by reference in Items 6, 8 and 15. These typographical errors occurred during the process of preparing the document
for electronic filing with the Securities and Exchange Commission.  This Form 10-K/A continues to speak as of the date of the original
filing of the Form 10-K.  Frontier Oil Corporation has not updated the disclosure in
this amendment to speak as of a later date. All information contained in this
amendment and the original Form 10-K is subject to updating and supplementing as
provided in the periodic reports filed subsequent to the original filing date
with the Securities and Exchange Commission.

## PART II



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 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.

## 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
| | Report of Independent Registered Public Accounting Firm                                                                                    | 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 Registered Public Accounting Firm                                                                                                                                         
|      | 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.
# Pound sign indicates exhibits filed with original filing.

|(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 Registered Public Accounting Firm 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/ Julie H. Edwards
                                                   


                                                           Julie H. Edwards 
Executive Vice President - Finance and Administration 
Chief Financial Officer
(principal financial officer)

Date: October 13, 2004