Edgar Filing: SIMPLOT J R

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 ^*

SIMPLOT J R

2. Issuer Name and Ticker or Trading Symbol
REMINGTON OIL & GAS CORP [REM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

999 MAIN ST

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2004

(Street)

BOISE, IA 83702

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	10/21/2004⁽¹⁾		J⁽¹⁾		420,000 ⁽¹⁾	D	$ 26 ⁽¹⁾	4,592,595 ⁽¹⁾	I ⁽²⁾	FN 3 ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Variable share postpaid forward sale of Common Stock

$ 26 ⁽¹⁾

10/21/2004

420,000 ⁽¹⁾

⁽¹⁾

Common Stock

420,000 ⁽¹⁾

$ 26 ⁽¹⁾

4,592,595 ⁽²⁾

See FN 2 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SIMPLOT J R 999 MAIN ST BOISE, IA 83702		X

Signatures

J.R. Simplot by Ronald N. Graves, as Attorney-in-Fact		10/25/2004
^**Signature of Reporting Person		Date
J.R. Simplot Self Declaration of Revocable Trust by J.R. Simplot, Trustee, by Ronald N. Graves, as Attorney-in-Fact		10/25/2004
^**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)	See Explanation of Responses
(2)	See Table I, Item 7
(3)	4,592,595 shares are directly owned by JRS Properties III L.P. ("JRS Properties III"). (Of these shares, 950,000 shares are subject to previously-reported variable share foward sale contract and 420,000 shares are subject to the variable share postpaid forward sale contract referenced in Table II and the "Explanation of Responses.") The J.R. Simplot Self Declaration of Revocable Trust (the "Trust"), of which Mr. J.R. Simplot is the beneficiary, and a trust for the benefit of Mrs. Simplot's spouse hold approximately 98% of the limited partnership interest in JRS Properties III and as such hold that percentage of pecuniary beneficial interest in the shares owned by JRS Properties III.
Remarks: JRS Properties III entered into a deferred sale transaction in the form of a variable share postpaid forward sale contract ("Contract") with Merrill Lynch, Pierce, Fenner & Smith ("MLPFS") pursuant to which JRS Properties III is entitled to receive, at any time prior to or at the maturity date, part or all of a notional amount of cash against the future delivery of a variable number of up to 420,000 shares (collectively, the "Shares") of Remington's Common Stock. The actual price per share as well as the Floor, Cap and Post-Payment Amount payable to JRS Properties III will be determined on the Trade Date and will equal the applicable number of shares multiplied by the present value of the Floor Price (discounted by the prevailing LIBOR/Swap Rate for the remaining term of the transaction). MLPFS commenced hedge transactions on October 21, 2004. The Contract will mature in three installments at the end of 35, 36 and 37 months.

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.