UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington DC 20549

Form 10-Q

Commission file number 1-11516

REMINGTON OIL AND GAS CORPORATION

(Exact name of registrant as specified in its charter)

8201 Preston Road, Suite 600, Dallas, Texas 75225-6211

(Address of principal executive offices)

(Zip code)

(214) 210-2650

(Registrant’s telephone number, including area code)

     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 þ          No o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes þ          No o

      There were 28,494,075 outstanding shares of Common Stock, $0.01 par value, on April 27, 2005.

Remington Oil and Gas Corporation

Index

PART I FINANCIAL INFORMATION

Remington Oil and Gas Corporation

Condensed Consolidated Balance Sheets

See accompanying Notes to Condensed Consolidated Financial Statements.

Remington Oil and Gas Corporation

Condensed Consolidated Statements of Income

See accompanying Notes to Condensed Consolidated Financial Statements.

Remington Oil and Gas Corporation

Condensed Consolidated Statements of Cash Flows

See accompanying Notes to Condensed Consolidated Financial Statements.

Remington Oil and Gas Corporation

Notes to Condensed Consolidated Financial Statements

      Remington Oil and Gas Corporation is an independent oil and gas exploration and production company incorporated in Delaware. Our oil and gas properties are located in the offshore Gulf of Mexico and the onshore Gulf Coast.

      We prepared these financial statements according to the instructions for Form  10-Q. Therefore, the financial statements do not include all disclosures required by generally accepted accounting principles. However, we have recorded all transactions and adjustments necessary to fairly present the financial statements included in this Form 10-Q. The adjustments made are normal and recurring. The following notes describe only the material changes in accounting policies, account details, or financial statement notes during the first three months of 2005. Therefore, please read these financial statements and notes to the financial statements together with the audited financial statements and notes to financial statements in our 2004 Form 10-K/A. The income statements for the three months ended March 31, 2005, cannot necessarily be used to project results for the full year. We have made certain reclassifications to prior year financial statements in order to conform to current year presentations.

      In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”), which is a revision of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). SFAS 123(R) supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and amends Statement of Financial Accounting Standards No. 95, “Statement of Cash Flows”. Generally, the approach in SFAS 123(R) is similar to the approach described in SFAS 123. However, SFAS 123(R) will require all share-based payments to employees, including grants of employee stock options, to be recognized in our Consolidated Statements of Income, based on their fair values. Pro forma disclosure will no longer be an alternative. SFAS 123(R) will be effective January 1, 2006 and permits us to adopt its requirements using one of two methods:

      We have elected to adopt the provisions of using the modified prospective method. As permitted by SFAS 123, we currently account for share-based payments to employees using the intrinsic value method prescribed by APB 25 and related interpretations. Therefore, we do not recognize compensation expenses associated with employee stock options. Currently, since all of our outstanding stock options have vested prior to the adoption of SFAS 123(R), we will not recognize any expenses associated with these prior stock option grants. However, the adoption of SFAS 123(R) fair value method could have a significant impact on our future results of operations for future stock or stock option grants but no impact on the our overall financial position. Had we adopted SFAS 123(R) in prior periods, the impact would have approximated the impact of SFAS 123 as described in the pro forma net income and income per share disclosures. The adoption of SFAS 123(R) will have no effect on our outstanding stock grant awards.

      SFAS 123(R) also requires the tax benefits in excess of recognized compensation expenses to be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This

Remington Oil and Gas Corporation

Notes to Condensed Consolidated Financial Statements — (Continued)

requirement may reduce our future cash provided by operating activities and increase future cash provided by financing activities, to the extent of associated tax benefits that may be realized in the future. While we cannot estimate what those amounts will be in the future (because they depend on, among other things, when employees exercise stock options), the amount of operating cash flows from such excess tax deductions were $3.4 million during the first quarter ended March 31, 2005.

      The following table summarizes relevant information as to the reported results under our intrinsic value method of accounting for stock awards; with supplemental information as if the fair value recognition provisions of SFAS No. 123 had been applied:

Remington Oil and Gas Corporation

Notes to Condensed Consolidated Financial Statements — (Continued)

      We disclosed in our financial statements for the year ended December 31, 2004, that we do not expect to make a contribution to the plans in 2005. During the three months ended March 31, 2005, we made no contributions to the plans. At this time we do not expect to make a contribution for 2005.

      As of March 31, 2005, our credit facility of $150.0 million had a borrowing base of $100.0 million. Interest only is payable quarterly through May 3, 2006, at which time the line expires and all principal becomes due, unless the line is extended or renegotiated. We currently have no outstanding balance borrowed under the facility. The banks review the borrowing base semi-annually and may decrease or propose an increase in the borrowing base relative to a redetermined estimate of proved oil and gas reserves. Our oil and gas properties are pledged as collateral for the line of credit. Additionally, we have agreed not to pay dividends.

      We have no material pending legal proceedings.

      On April 13, 2005, The Board of Directors pursuant to the 2004 Stock Incentive Plan approved a restricted stock grant for employees and Non-Employee directors totaling 665,000 shares.

      The vesting schedule under the April 2005 restricted stock grant is as follows:

      In addition, vesting of the grant may be accelerated in accordance with the grant agreements executed by the Company and each grantee.

      Shares issued pursuant to the April 2005 stock grants are subject to the execution of a written grant agreement and shall bear a restrictive legend until such time as the shares vest. Prior to vesting, the grantee shall have the right to vote the shares and receive any dividends. Such rights, however, will cease in the event the grantee’s service with us is terminated under conditions which do not cause an accelerated vesting of the grant shares.

      The following discussion will assist in understanding our financial position and results of operations. The information below should be read in conjunction with the financial statements, the related notes to financial statements, and our Form 10-K/ A for the year ended December 31, 2004.

      Our discussion contains both historical and forward-looking information. We assess the risks and uncertainties about our business, long-term strategy, and financial condition before we make any forward-looking statements, but we cannot guarantee that our assessment is accurate or that our goals and projections can or will be met. Statements concerning results of future exploration, exploitation, development and acquisition expenditures as well as expense and reserve levels are forward-looking statements. We make assumptions about commodity prices, drilling results, production costs, administrative expenses, and interest costs that we believe are reasonable based on currently available information.

      This discussion is primarily an update to the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2004 Form 10-K/ A. We recommend that you read this discussion in conjunction with that Form 10-K/ A.

      Our long-term strategy is to increase our oil and gas reserves and production while keeping our finding and development costs and operating costs (on a per Mcf equivalent (Mcfe) basis) competitive with our industry peers. We implement this strategy through drilling exploratory and development wells from our inventory of available prospects that we have evaluated for geologic and mechanical risk and future reserve potential. Our drilling program will contain some high risk/high reserve potential opportunities as well as some lower risk/lower reserve potential opportunities, in order to achieve a balanced program of reserve and production growth. Success of this strategy is contingent on various risk factors, as discussed in our filings with the Securities and Exchange Commission.

Liquidity and Capital Resources

      On March 31, 2005, our current assets exceeded our current liabilities by $54.6 million. Our current ratio was 1.78 to 1. From December 31, 2004, to March 31, 2005, our current assets increased by $10.9 million due primarily to increased cash and cash equivalents and increased accounts receivable.

      Cash flow from operations increased by $15.9 million, or 54%, primarily because of higher oil and gas revenues during the first quarter of 2005 compared to the first quarter of 2004. Gas sales increased by $8.3 million, or 26%, and oil sales increased by $5.1 million, or 37%. The increases in sales revenue related primarily to higher gas production and higher average oil and gas prices during the first quarter of 2005.

      During the first quarter of 2005, our capital expenditures totaled $47.6 million primarily in the Gulf of Mexico where we incurred costs to drill and complete wells and fabricate and install new platforms and facilities. We have budgeted $144.6 million for capital expenditures during 2005. This capital and exploration budget includes $78.8 million for 28 exploratory wells, $41.3 million for offshore platforms and development drilling, and $24.5 million for workovers and property and seismic acquisitions. Our capital budget assumes no exploratory completions or follow-up development activities on new discoveries. If we continue historical success rates, our budget will increase to $200.0 million to $225.0 million for the full year. We expect that our cash, estimated future cash flow from operations, and available bank line of credit will be adequate to fund these expenditures for the remainder of 2005.

      As of March 31, 2005, our credit facility of $150.0 million had a borrowing base of $100.0 million. Currently, we have nothing borrowed under the facility. The banks review the borrowing base semi-annually and, at their discretion, may decrease or propose an increase to the borrowing base relative to a re-determined estimate of proved oil and gas reserves. Our oil and gas properties are pledged as collateral for the line of credit. Additionally, we have agreed not to pay dividends. The most significant financial covenants in the line of credit include maintaining a minimum current ratio (as defined in the credit agreement) of 1.0 to 1.0, a minimum tangible net worth of $85.0 million plus 50% of net income (accumulated from the inception of the agreement) and 100% of any non-redeemable preferred or common stock offerings, and interest coverage of 3.0 to 1.0. We are currently in compliance with these financial covenants. If we do not comply with these

covenants on a continuing basis, the lenders have the right to refuse to advance additional funds under the facility and/or declare any outstanding principal and interest immediately due and payable.

      On June 19, 2003, we filed a shelf registration statement to issue up to $200.0 million of common stock, debt securities, preferred stock, and/or warrants. The SEC declared the shelf registration statement effective December 18, 2003. We have not drawn on the shelf offering. Generally, the shelf is effective for two years from the effective date.

Results of Operations

      Net income for the first quarter of 2005 was $16.0 million or $0.57 basic income per share and $0.56 diluted income per share, compared to net income for the first quarter of 2004 of $11.0 million, or $0.41 basic income per share and $0.39 diluted income per share. Net income increased primarily because of higher oil and gas revenues. The following table reflects oil and gas revenues, production, and prices during the first quarter of 2005 compared to the first quarter of 2004.

      Gas sales revenue increased by $8.3 million, or 26%, because total gas production increased by 0.5 Bcf, or 10%. Production from several new offshore properties in the Gulf of Mexico increased by 0.7 Bcf, partially offset by lower onshore Gulf Coast production. Average gas prices increased by $0.80 per Mcf or 14%. Oil sales revenue increased by $5.1 million, or 37%, because of higher average oil prices partially offset by slightly lower oil production. The decrease in oil production came primarily from our onshore Gulf Coast properties. Average oil prices increased by 40% or by $13.35 per barrel.

      The following table presents certain expense items per Mcf equivalent (Mcfe) of production. (Barrels of oil are converted to Mcfe at a ratio of one barrel equals six Mcf.)

      Operating costs and expenses decreased by 8% to $0.69 per Mcfe in 2005 compared to $0.75 per Mcfe in 2004 primarily due to workover costs incurred during the first quarter of 2004. Depreciation, depletion, and amortization decreased from $1.88 per Mcfe to $1.86 per Mcfe in 2005 reflecting reserve additions during 2004 and lower production from several high cost properties in the Gulf of Mexico. General and administrative expenses did not change significantly at $0.25 per Mcfe for the first quarter of 2005 compared to $0.24 per Mcfe for the first quarter of 2004. Interest and financing costs which include line of credit facility fees decreased to $0.02 per Mcfe, or by 33%, primarily because we have no outstanding debt balance.

      Exploration expenses increased by $4.9 million, or 88%, primarily because of higher dry hole costs which totaled $9.0 million for the first quarter of 2005. The most significant contributors to this amount were $1.9 million at Eugene Island 154, $1.8 million for the unsuccessful portion of East Cameron 346 A-12 ST1, and $4.5 million at West Cameron 147. Income tax expense increased to $8.8 million from $6.1 million because of the increase in net income before taxes. Substantially all of this expense is deferred and there were no cash taxes payable for the first quarter of 2005.

Interest Rate Risk

      Our revolving bank line of credit is sensitive to changes in interest rates. At March 31, 2005, we had no outstanding balance borrowed under the credit facility. The interest rate on this debt is based on a premium of 150 to 225 basis points over the London Interbank Offered Rate (“Libor”). The rate is reset periodically, usually every three months. We have not entered into any interest rate hedging contracts.

Commodity Price Risk

      A vast majority of our production is sold on the spot markets. Accordingly, we are at risk for the volatility in the commodity prices inherent in the oil and gas industry.

      As of the end of the period covered by this report, our management, including our Chief Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based on that evaluation, our management, including the Chief Executive Officer and the Principal Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Further, during the period covered by this report, there was no significant change in internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

      We have no material pending legal proceedings.

      None

      None

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 28, 2005

Date: April 28, 2005

Index to Exhibits