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 28,660,862 outstanding shares of Common Stock, $0.01 par value, on August 1, 2005.

Remington Oil and Gas Corporation

Table of Contents

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

(Unaudited)

      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 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 six 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. The income statements for the three and six months ended June 30, 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 will 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 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.

Remington Oil and Gas Corporation

Notes to Condensed Consolidated Financial Statements — (Continued)

      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 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 $4.1 million during the year ended December 31, 2004, and $3.5 million for the first six months of 2005.

      In April 2005 the Financial Accounting Standards Board issued Staff Position No. FAS 19-1, “Accounting for Suspended Well Costs (“FSP FAS 19-1”). FSP FAS 19-1 amends SFAS No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies” (“SFAS 19”), to allow continued capitalization of exploratory well costs beyond one year from the date drilling was completed under circumstances where the well has found a sufficient quantity of reserves to justify its completion as a producing well and the enterprise is making sufficient progress assessing the reserves and the economic and operating viability of the project. FSP FAS 19-1 also amends SFAS 19 to require enhanced disclosures of suspended exploratory well costs in the notes to the financial statements for annual and interim periods when there has been a significant change from the previous disclosure. The guidance in FSP FAS 19-1 is effective for the first reporting period beginning after April 4, 2005. We included the disclosures required by FSP FAS 19-1 in our 10-K/ A for the year ended December 31, 2004. The adoption of FSP FAS 19-1 did not have a material impact on our consolidated financial position or results of operations.

Remington Oil and Gas Corporation

Notes to Condensed Consolidated Financial Statements — (Continued)

      Included in our general and administrative costs is pre-tax stock based compensation expense (accounted for under Accounting Principles Board Opinion 25) as follows:

      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 provision of Statement of Financial Accounting Standards No. 123 had been applied:

      On April 13, 2005, the Board of Directors pursuant to the 2004 Stock Incentive Plan approved a restricted stock grant for all employees and the 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 under certain circumstances including our stock price closing at or above $55.80 per share, or a change in control of the company. 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.

Remington Oil and Gas Corporation

Notes to Condensed Consolidated Financial Statements — (Continued)

Note 4.     Pension Benefits

      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 six months ended June 30, 2005, we made no contributions to the plans. At this time we do not expect to make a contribution for 2005.

      We have no material pending legal proceedings.

      The following discussion will assist in the understanding of 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 2004 Form 10-K/A.

      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 revenue, 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 the 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 usually contains some high risk/high reserve potential opportunities as well as some lower risk/lower reserve potential opportunities, so as to achieve a balanced program of reserve and production growth. Success of this strategy is subject to various risk factors, as discussed in our filings with the Securities and Exchange Commission. We provide access to our filings through our website, www.remoil.net.

Liquidity and Capital Resources

      On June 30, 2005 our current assets exceeded our current liabilities by $57.4 million. Our current ratio was 1.76 to 1. During the first half of 2005 compared to the first half of 2004, net cash flow provided by operations increased by $31.6 million, or 41%, primarily because of higher oil and gas revenues. Oil and gas revenues increased by $32.4 million, or 31%, because production increased by 1.5 Bcfe (Bcf equivalents), or 8.6%, and average prices increased to $7.19 per Mcfe, or 21%.

      During the first six months of 2005 our capital expenditures totaled $110.5 million. The expenditures were incurred primarily to drill and complete wells and fabricate and install new platforms and facilities in the Gulf of Mexico. We have budgeted $144.6 million for capital expenditures during 2005. The 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 and exploration budget assumes no exploratory completions or follow-up development activities on new discoveries. When our exploratory drilling results in new discoveries, we have to expend additional capital for completion, development, and potential additional opportunities generated by our successes. Based on results year to date and assuming that we continue at the historical success rates, the 2005 capital expenditures are estimated to be between $210 million to $230 million. We expect that our cash and estimated future cash flow from operations will be adequate to fund these expenditures for the remainder of 2005. In addition to our existing cash and estimated cash flow from operations, we also have a $150 million credit facility with an available borrowing base of $100 million. We also have a $200 million shelf registration that has been in effect since December 2003 that would allow us to issue common stock, debt securities, preferred stock, and/or warrants.

      As of June 30, 2005 our credit facility of $150 million had a borrowing base of $100 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.

Results of Operations

      We recorded net income for the three months ended June 30, 2005, of $24.9 million or $0.87 basic income per share and $0.83 diluted income per share compared to $15.0 million or $0.55 basic income per share and $0.53 diluted income per share for the three months ended June 30, 2004. For the first six months of 2005 we recorded net income of $41.0 million or $1.45 basic income per share and $1.39 diluted income per share compared to $26.0 million or $0.96 basic income per share and $0.92 diluted income per share for the first six months of 2004. Net income for the three and six months ended June 30, 2005, was higher than in the prior year primarily because of increased oil and gas revenues, partially offset by higher exploration and general and administrative expenses. The following table reflects the increase or decrease in oil and gas sales revenue due to the changes in prices and volumes.

      Gas sales revenue for the three and six months ended June 30, 2005, increased by $6.0 million and $14.3 million, or 14% and 19%, respectively, compared to the same periods in 2004. Gas production during the second quarter of 2005 was lower mainly due to a mechanical failure on South Marsh Island block 24, currently undergoing workover operations with production expected to be restored in the third quarter, and the impact of Hurricane Cindy. However, new properties in the Gulf of Mexico increased total production for the six months ended June 30, 2005, compared to the prior year. The increase was partially offset by anticipated depletion of other existing producing properties.

      Oil sales revenue for the respective three and six month periods ended June 30, 2005, compared to the same periods in 2004 increased by $13.0 million, or 83%, and $18.1 million, or 61% because of increased volumes, primarily from our East Cameron block 346 field, and higher average oil prices. Average oil prices increased by $11.68 per barrel, or 32% during the second quarter of 2005 compared to 2004 and by $12.58 per barrel, or 36% for the first six months of 2005 compared to 2004.

      Operating costs and expenses for the second quarter of 2005 compared to the second quarter of 2004 increased by $783,000, or 14%, and for the first six months of 2005 compared to 2004 increased by $934,000, or 8% because of new operated properties in the Gulf of Mexico partially offset by lower workover expenses.

      Exploration expense increased by $4.4 million during the second quarter of 2005 and by $8.9 million during the first six months of 2005 primarily because of higher dry hole expense. Dry hole expense for the first six months of 2005 includes 4 wells in the Gulf of Mexico for a total cost of $17.0 million compared to $6.8 million dry hole expense for the same period in 2004.

      Depreciation, depletion, and amortization expense including the amortization and accretion of the asset retirement obligations increased by $1.6 million during the second quarter of 2005 and by $2.5 million during the first six months of 2005 compared to the same periods in the prior year primarily because of the addition of several new properties partially offset by reserve additions in 2004 on existing properties.

      General and administrative expenses have increased by $1.9 during the second quarter of 2005 and by $2.1 million during the first six months of 2005 compared to the same periods in 2004 primarily because of an increase in stock based compensation expense. Total pre-tax stock based compensation expense for the three and six months ended June 30, 2005 was $1.5 million and $2.1 million, respectively. On April 13, 2005, the board of directors pursuant to the 2004 Stock Incentive Plan approved a restricted stock grant of 665,000 shares. The total cost of the restricted stock grant will be amortized over the five year vesting schedule unless the vesting is accelerated in accordance with the terms of the grant agreement.

      Interest and financing expenses decreased during the second quarter and first six months of 2005 compared to the same periods in 2004 because of lower bank debt. Income tax expense increased primarily due to the increase in income before taxes. Current income tax expense for the three and six months ended June 30, 2005, was $4.2 million, or approximately 31% and 19%, respectively of the total income tax expense.

      Presenting the expenses on a cost per Mcfe of production basis normalizes for the impact of production gains/losses and provides a measure of expense control efficiencies. The following table highlights certain relevant expense items on this basis with barrels of oil converted to Mcf at a ratio of one barrel equals six (6) Mcf.

      Expressed in this fashion, year-over-year lease operating expenses for the second quarter of 2005 increased by 3.3% to $0.62 per mcfe compared to the second quarter of 2004 but remained flat for the comparative six month periods.

      Depreciation, depletion, and amortization decreased to $1.85 per mcfe for both the second quarter and first half of 2005, a decrease of $0.02 per mcfe, or 1%, when compared to the same time frames of last year. This was largely due to increased production from new lower cost properties in the offshore Gulf of Mexico.

      Second quarter general and administrative expenses increased 100% from the same period of 2004 to $0.34 per mcfe. The first six months of general and administrative expenses for 2005 were $0.30 per mcfe; an increase of 50% when compared with the prior year’s first half results. The higher expenses reflect the impact of stock based compensation expense associated with the restricted stock grant.

      Interest and financing expenses declined to $0.01 and $0.02 per mcfe for the second quarter and first six months of 2005, respectively, in comparison to the same time frames a year earlier. As discussed above, reduced debt outstanding accounted for this improvement.

      Our revolving bank line of credit is sensitive to changes in interest rates. We have no current debt outstanding under this bank line. 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.

      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. In July, we implemented new integrated software that is designed to enhance and automate our internal controls.

PART II, OTHER INFORMATION

      We have no material pending legal proceedings.

      None

      None

      On May 25, 2005, we held our annual stockholders meeting to elect members to the company’s board of Directors and ratify the selection of the independent outside auditor. The stockholders voted as follows:

      The members of the Board of Directors do not serve staggered terms of office. All directors elected at the meeting were already members of the board at the time of election.

      None

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: August 1, 2005

Date: August 1, 2005

INDEX TO EXHIBITS