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                                                                   EXHIBIT 10.18


March 6, 2001



[Director's Name]
[Address]


Re:      Grant of Restricted Stock

Dear [Mr.              ]:

         Remington Oil and Gas Corporation (the "Company") and you entered into
a Contingent Stock Grant Agreement (the "Agreement") dated December 6, 1999
regarding a proposed award (the "Award") of restricted common stock of the
Company. An initially capitalized word used in this letter and not defined in
this letter will have the meaning given in the Agreement.

         1.       Correction.

         To clarify Section 5 of the Agreement and to give effect to the
original intent of the parties to the Agreement, the first sentence of Section 5
of the Agreement is hereby amended to read as follows:

         "In order for the Award to become effective, you must serve as a
         director of the Company or of an affiliate of the Company continuously
         from December 6, 1999 through the Trigger Point, and in order for you
         to be vested in any percentage of the Award as provided in Section 3,
         you must serve as a director of the Company or of an affiliate of the
         Company continuously from December 6, 1999 through the later to occur
         of (i) the Trigger Point and (ii) the applicable vesting date set forth
         in Section 3 for such percentage of the Award."

         2.       Additional Conditions.

         Notwithstanding Section 3 of the Agreement or Section 5 of the
Agreement, as amended by this letter, if after the Trigger Point has been
reached and before you are otherwise 100 percent vested pursuant to Section 3 of
the Agreement, you die after serving as a director of the Company or of an
affiliate of the Company continuously from December 6, 1999 through your date of
death, the Award will be 100 percent vested on your date of death.


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         3.       Optional Change in Vesting.

         At your option you may change the vesting schedule in Section 3(a) to
the following alternative vesting schedule (the "Alternative Vesting Schedule")
and Section 3(a) of the Agreement shall read:

         "(a) Except, as set forth in Paragraph 3(b) and subject to Section 5
below, the

         Award shall vest according to the following schedule:




                                                 Percentage                  Cumulative
                       Date                   Becoming Vested            Percentage Vested
                       ----                   ---------------            -----------------
                                                                   
                 January 17, 2002                   20%                         20%
                 January 17, 2003                   20%                         40%
                 January 17, 2004                   20%                         60%
                 January 17, 2005                   20%                         80%
                 January 17, 2006                   20%                        100%



         In order to accept this Alternative Vesting Schedule you must sign your
name after the following sentence:

                   I accept the Alternative Vesting Schedule.


                                                       -------------------------
                                                                  [Name]


         4.       Amendment. This letter shall constitute an amendment of the
Agreement and shall be effective December 6, 1999, except that paragraphs 2 and
3 hereof shall be effective March 6, 2001.

                  [Remainder of page intentionally left blank.]


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         Please evidence your approval and acceptance of the terms of this
letter (except paragraph 3 which shall be accepted only by signing above in
paragraph 3) by signing where indicated below.

                                             Sincerely,


                                             Remington Oil and Gas Corporation


                                             By:
                                                --------------------------------
                                                    James A. Watt, President

Agreed and Accepted


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Date:
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