Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
ROLLINS THOMAS W
  2. Issuer Name and Ticker or Trading Symbol
REMINGTON OIL & GAS CORP [REM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
8201 PRESTON ROAD, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2006
(Street)

DALLAS, TX 75225
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2006   D   86,811 A (1) 0 D  
Common Stock 07/01/2006   D   86,811 D (2) 0 D  
Common Stock 07/01/2006   D   44,681 D (2) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Option $ 6.938 07/01/2006   D     25,000 07/01/2006 07/01/2006 Common Stock 25,000 $ 6.938 0 D  
Non-Qualified Option $ 11 07/01/2006   D     25,000 07/01/2006 07/01/2006 Common Stock 25,000 $ 11 0 D  
Non-Qualified Option $ 4.25 07/01/2006   D     10,000 07/01/2006 07/01/2006 Common Stock 10,000 $ 4.25 0 D  
Non-Qualified Option $ 3.75 07/01/2006   D     30,000 07/01/2006 07/01/2006 Common Stock 30,000 $ 3.75 0 D  
Non-Qualified Option $ 15.32 07/01/2006   D     5,000 07/01/2006 07/01/2006 Common Stock 5,000 $ 15.32 0 D  
Non-Qualified Option $ 17.15 07/01/2006   D     5,000 07/01/2006 07/01/2006 Common Stock 5,000 $ 17.15 0 D  
Non-Qualified Option $ 18.81 07/01/2006   D     10,000 07/01/2006 07/01/2006 Common Stock 10,000 $ 18.81 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROLLINS THOMAS W
8201 PRESTON ROAD
SUITE 100
DALLAS, TX 75225
  X      

Signatures

 /s/Thomas W. Rollins   07/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Acquired pursuant to agreement and plan of merger, dated as of January 22, 2006, by and among the issuer and Helix Energy Solutions Group, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger, dated January 24, 2006, by and among the issuer, Helix and Cal Dive Merger - Delaware Inc., a wholly owned subsidiary of Helix (as so amended, the "Merger Agreement") in which, immediately prior to the merger, all of the reporting person's issuer stock options are cancelled and converted into the issuer's common stock that would be issued upon a cashless exercise of the stock options. The cashless exercise was computed by deducting from the number of exercised options (i) the number of shares of issuer common stock equal in value to the exercise price and (ii) all withholding obligations from the shares issued to the holder.
(2) Disposed of pursuant to Merger Agreement in which each share of issuer common stock is converted into the right to receive (i) $27.00 in cash, and (ii) 0.436 of a validly issued, fully paid and non-assessable share of Helix having a market value of $40.36 per share on the effective date of the merger.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.