EXHIBIT 99.4


                         COMPENSATION COMMITTEE CHARTER
                                       OF
                        REMINGTON OIL AND GAS CORPORATION

PURPOSE AND RESPONSIBILITIES

The Compensation Committee is a standing committee of the Board of Directors
charged with making recommendations to the Board of Directors relating to
compensation of the Company's Chief Executive Officer and all other Company
officers and other employees, including salaries, benefits, defined benefit
plans, defined contribution plans, and stock based plans, and producing an
annual report on executive compensation for inclusion in the Company's proxy
statement, in accordance with applicable rules and regulations.

ORGANIZATION AND FUNCTIONS

         -        Appointment and Term. The Compensation Committee shall be
                  appointed annually by a majority vote of the Board of
                  Directors. The Board of Directors, by majority vote, may
                  remove any member of the Compensation Committee. Except for
                  the prior resignation or removal, each member of the
                  Compensation Committee shall serve on the Compensation
                  Committee until his or her term of office as a director of the
                  Company expires.

         -        Composition. The Compensation Committee shall be composed of
                  three Independent Directors.

         -        Qualifications. In addition to meeting the director
                  qualifications set forth in the Company's Corporate Governance
                  Guidelines, the members of the Compensation Committee shall
                  demonstrate an understanding of corporate executive
                  compensation, including aspects such as CEO compensation,
                  long-term incentive compensation and employee benefit plans,
                  and an ability to analyze the Company's performance in order
                  to recommend executive compensation. .

         -        Independence. All members of the Compensation Committee must
                  be Independent (as defined in the Company's By-Laws).

         -        Appointment of Chairperson. The Compensation Committee shall
                  recommend a Chairperson from among its members to the Board of
                  Directors for approval. It is the responsibility of the
                  Chairperson to schedule all meetings of the Compensation
                  Committee and provide the Compensation Committee, other board
                  members, and the Company's Secretary with a written notice and
                  written agenda for all meetings.

         -        Meetings. The Compensation Committee shall meet at least once
                  per year or more frequently as circumstances require. The
                  Compensation Committee may ask members of management or others
                  to attend the meetings and provide pertinent information as
                  necessary.

         -        Reporting and Minutes. The Compensation Committee shall report
                  to the entire Board of Directors and shall provide all notices
                  and minutes of meetings of the Compensation Committee to the
                  Board of Directors. All notices, agendas, minutes of meetings
                  shall be provided to the Company's management in order for
                  payment of any applicable meeting fees and expenses to be
                  made.



         -        Access to Management and Consultants. The Compensation
                  Committee shall have unrestricted access to members of
                  management and all information relevant to its
                  responsibilities. The Compensation Committee is authorized and
                  empowered to retain such independent advisors, including
                  counsel that the Nominating Committee may deem necessary in
                  order to carry out its responsibilities. No engagement shall
                  be a valid act of the committee and no compensation for the
                  services of such advisors shall be paid by the Company unless,
                  prior to such engagement, the Company Secretary was advised of
                  the decision to engage the advisor, a preliminary budget for
                  the engagement of the advisor was submitted to the Company
                  Secretary, the identity of the advisor was made known to the
                  Company Secretary so that conflicts could be checked and
                  independence verified, and the Company Secretary was provided
                  an undertaking by the committee chairperson that any and all
                  letters, reports, and studies prepared by the advisor will be
                  made known and made available to the Company's Board of
                  Directors as a whole.

         -        Functions regarding CEO Compensation. The Compensation
                  Committee shall review and approve corporate goals and
                  objectives relevant to CEO compensation, evaluate the CEO's
                  performance in light of these goals and objectives, and
                  recommend the CEO's compensation and incentive level based on
                  this evaluation. In making a recommendation regarding the
                  long-term incentive component of CEO compensation, the
                  Compensation Committee should consider the Company's
                  performance and relative shareholder return, the value of
                  similar incentive rewards to CEOs at comparable companies, and
                  the awards given to the Company's CEO in the past.

         -        Functions regarding other Officers and Non-Officers
                  Compensation. The Compensation Committee shall review the
                  compensation of executive officers, other than the CEO, as
                  recommended by the Company's Senior Officer and make
                  appropriate recommendations to the Board of Directors. The
                  Compensation Committee shall review the general compensation
                  guidelines recommended by the Company's Senior Officer for all
                  non-officer employees and make appropriate recommendations to
                  the Board of Directors.

         -        Functions regarding Directors Compensation. The Compensation
                  Committee shall review the compensation program for all
                  non-employee directors and propose changes as the members deem
                  advisable. To become effective, any proposed changes must be
                  approved by the affirmative vote of the Board of Directors.

         -        Functions regarding Compensation Plans. The Compensation
                  Committee shall make recommendations to the Board of Directors
                  with respect to incentive-compensation plans and equity based
                  plans.

         -        Functions regarding Pension Plan. The Compensation Committee
                  shall provide oversight of the Pension Administration
                  Committee of the Company and shall meet at least annually with
                  the Pension Administration Committee regarding the
                  administration of the Company's defined benefit plans.

         -        Function regarding Compensation Report. The Compensation
                  Committee shall prepare the report required by the Securities
                  and Exchange Commission for inclusion in the Company's annual
                  proxy statement.

         -        Review of Charter. The Compensation Committee shall review its
                  charter on an annual basis and recommend any changes to the
                  Board of Directors for approval.

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         -        Annual Performance Review. The Compensation Committee shall
                  prepare an annual evaluation of the Compensation Committee in
                  accordance with the Company's By-Laws.

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