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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        DATE OF REPORT: MARCH 22, 2002
                       (DATE OF EARLIEST EVENT REPORTED)

                       REMINGTON OIL AND GAS CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)


                                             
                   1-11516
                  333-57456                                      75-2369148
            (Commission File No.)                   (IRS Employer Identification Number)
       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

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ITEM 5. OTHER EVENTS

Remington Oil and Gas Corporation and Jefferies & Company, Inc., entered into
the Underwriting Agreement dated as of March 22, 2002, the form of which is
appended to this Current Report on Form 8-K as Exhibit 1 and incorporated by
reference herein, in connection with Remington Oil and Gas Corporation's public
offering of three million shares of its common stock.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (c)    Exhibits

               Exhibit
                 No.            Description
               -------          -----------
                  1             -- Underwriting Agreement

                                   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 hereunto duly authorized.

                                        Remington Oil and Gas Corporation

                                        By: /s/ JAMES A. WATT
                                           ------------------------------------
                                           James A. Watt
                                           President and Chief Executive Officer

Date: March 26, 2002



                               INDEX TO EXHIBITS



        EXHIBIT
         NUMBER                             DESCRIPTION
        -------                             -----------
                                
           1                       --  Underwriting Agreement