1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______

COMMISSION FILE NUMBER 000-20849

RUTHERFORD-MORAN OIL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 76-0499690
- ------------------------------ -------------------
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
INCORPORATION OF ORGANIZATION) IDENTIFICATION NO.)

5 GREENWAY PLAZA, SUITE 220, HOUSTON, TEXAS 77046
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

(713) 622-5555
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrants listed under the Table
of Additional Registrants (1) have filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter prior that such registrants were required to file
such reports), and (2) have been subject to such filing requirements for the
past 90 days. Yes [ ] No [X]

As of May 1, 1998, there were 25,614,000 shares of common stock, $.01
par value, of the registrant outstanding.

2
TABLE OF ADDITIONAL REGISTRANTS

Each of the following subsidiaries of Rutherford-Moran Oil Corporation,
and each other subsidiary that is or becomes a guarantor of the 10 3/4% Senior
Subordinated Notes Due 2004 of the Company, is hereby deemed to be a registrant.

I.R.S
STATE OR OTHER INDUSTRIAL EMPLOYER
JURISDICTION OF CLASSIFICATION IDENTIFICATION
NAME INCORPORATION NUMBER NUMBER
- ---- -------------- -------------- --------------

Thai Romo Limited........................ Kingdom of 1311 76-0435668
Thailand
Thai Romo Holdings, Inc.................. Delaware 1311 76-0511017
Rutherford-Moran Exploration Company..... Delaware 1311 76-0321674

Rutherford-Moran Oil Corporation (the "Company") is a holding
corporation that owns all of its assets and conducts all of its business through
its subsidiary, Thai Romo Limited ("Thai Romo") and its affiliate, B8/32
Partners, Ltd. ("B8/32 Partners"), each a company existing under the laws of
Thailand. The Company is the parent company of Rutherford-Moran Exploration
Company ("RMEC") and Thai Romo Holdings, Inc. ("TRH"), which collectively own
the outstanding shares of Thai Romo, except for certain nominal interests. Thai
Romo owns 46.34% of B8/32 Partners. No separate financial information for RMEC,
TRH, Thai Romo or B8/32 Partners has been provided or incorporated by reference
in this report because: (1) the Company does not itself conduct any operations,
but rather all operations of the Company and its subsidiaries are conducted by
Thai Romo and B8/32 Partners; (ii) the Company has no material assets other than
its ownership in RMEC, TRH, Thai Romo and B8/32 Partners; and (iii)
substantially all of the assets and liabilities shown in the consolidated
financial statements of the Company are located in RMEC, TRH, Thai Romo and the
Company's proportionate interest in B8/32 Partners.

3
RUTHERFORD-MORAN OIL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997*
-------------- --------------

Revenues:
Oil and gas revenue ..................................... $ 7,920 $ 4,729
Interest income ......................................... 54 28
-------------- --------------
Total revenues .............................. 7,974 4,757
Expenses:
Operating expense ....................................... 5,642 3,326
Exploration costs ....................................... 86 106
Dry hole costs .......................................... 1,427 --
Interest expense ........................................ 4,470 918
Depreciation, depletion and amortization ................ 5,646 1,765
General and administrative .............................. 1,829 1,447
Foreign exchange gain ................................... (2,182) --
Gain on futures contract ................................ (629) --
-------------- --------------
Total expenses .............................. 16,289 7,562
-------------- --------------
Loss before income tax benefit ............................. (8,315) (2,805)
Income tax benefit ......................................... (3,242) (889)
-------------- --------------
Net loss ................................................... $ (5,073) $ (1,916)
============== ==============
Net loss per share ......................................... $ (0.20) $ (0.07)
============== ==============
Weighted average number of common shares outstanding ....... 25,614 25,609
============== ==============

*Restated

See accompanying notes to unaudited condensed consolidated financial statements.
4
RUTHERFORD-MORAN OIL CORPORATION

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

ASSETS

MARCH 31, DECEMBER 31,
1998 1997*
--------- ------------
(UNAUDITED)

Current assets:
Cash and cash equivalents ......................................................... $ 6,088 $ 1,979
Accounts receivable ............................................................... 6,825 10,457
Value added tax receivable ........................................................ 8,902 5,579
Joint interest receivable ......................................................... 6,169 2,169
Other ............................................................................. 1,820 1,916
--------- ------------
Total current assets ...................................................... 29,804 22,100

Property and equipment (successful efforts method) .................................. 256,845 238,651
Accumulated depreciation, depletion, and amortization ............................... (23,462) (18,002)
--------- ------------
Net property and equipment ................................................ 233,383 220,649

Deferred charges:
Loan acquisition costs, net ....................................................... 7,759 8,493
Escrowed funds, net ............................................................... 18,225 21,263
Deferred charges .................................................................. 775 1,026
Deferred income tax ............................................................... 9,411 6,169
--------- ------------
Total deferred assets ..................................................... 36,170 36,951
--------- ------------

Total assets ........................................................ $ 299,357 $ 279,700
========= ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities .......................................... $ 6,911 $ 16,695
--------- ------------
Total current liabilities .................................................. 6,911 16,695

Note payable to bank ................................................................ 103,850 69,000
10.75% senior subordinated notes .................................................... 120,000 120,000
Premium on written option ........................................................... 220 625

Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares
issued and outstanding ..................................................... -- --
Common stock, $0.01 par value, 40,000,000 shares authorized, and 25,614,000
shares issued and outstanding at March 31, 1998 and December 31, 1997 ...... 256 256
Additional paid-in capital ........................................................ 99,571 99,571
Deferred compensation ............................................................. (836) (906)
Accumulated deficit ............................................................... (30,615) (25,541)
--------- ------------
Total stockholders' equity ................................................ 68,376 73,380
--------- ------------
Total liabilities and stockholders' equity .......................... $ 299,357 $ 279,700
========= ============

See accompanying notes to unaudited consolidated financial statements.

* Restated
5
RUTHERFORD-MORAN OIL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997*
-------------- --------------

Cash flows from operating activities:
Net loss ........................................................... $ (5,073) $ (1,916)
Adjustments to reconcile net loss to cash
provided by (used in) operating activities:
Depreciation, depletion, and amortization ........................ 5,646 1,765
Deferred income tax benefit ...................................... (3,242) (889)
Foreign exchange gain ............................................ (2,182) --
Dry hole cost .................................................... 1,427 --
Other ............................................................ 573 224
Changes in working capital ....................................... (11,888) 899
-------------- --------------
Cash provided by (used in) operating activities ...... (14,739) 83

Cash flows from investing activities:
Capital expenditures ............................................... (19,621) (19,346)
Acquisition of Maersk Oil (Thailand), Limited, net of
cash acquired .................................................... -- (29,414)
-------------- --------------
Cash used in investing activities .................... (19,621) (48,760)

Cash flows from financing activities:
Deferred financing costs ........................................... (109) --
Borrowings under bank notes ........................................ 34,850 49,732
Escrowed funds ..................................................... 3,038 --
-------------- --------------
Cash provided by financing activities ........................ 37,779 49,732
Net increase in cash and
cash equivalents ........................................... 3,419 1,055
Effect of foreign exchange rate on cash ............................ 690 --
Cash and cash equivalents, beginning of period ..................... 1,979 444
-------------- --------------
Cash and cash equivalents, end of period ........................... $ 6,088 $ 1,499
============== ==============

Supplemental disclosures of cash flow information:
Cash paid during the period of interest ............................ $ 2,025 $ 146
============== ==============
Cash paid during the period for income tax ......................... -- --
============== ==============
Supplemental disclosure of noncash investing and
financing activities:
Capitalization of amortized loan acquisition costs ................. -- --
============== ==============
Premium deferred and premium on written option ..................... $ (405) $ 388
============== ==============

*Restated

See accompanying notes to unaudited consolidated financial statements.
6
RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements include all
adjustments necessary to present fairly the consolidated financial position of
Rutherford-Moran Oil Corporation ("RMOC" or the "Company") at March 31, 1998 and
December 31, 1997, and its results of operations and cash flows for the three
months ended March 31, 1998 and 1997. The financial statements herein should be
read in conjunction with the consolidated financial statements and notes to the
consolidated financial statements as of and for the year ended December 31,
1997, as included in the Company's annual report on Form 10-K.

(2) CHANGE IN ACCOUNTING PRINCIPLE

During the fourth quarter of 1997, the Company changed its method of
accounting for its investment in oil and gas properties from the full cost to
the successful efforts method. All prior period financial statements presented
herein have been restated to reflect the change.

Under the successful efforts method of accounting, costs of exploration,
including lease acquisition and intangible drilling costs associated with
exploration efforts which result in the discovery of proved reserves and costs
associated with development drilling, whether or not successful, are
capitalized. Gain or loss is recognized when a property is sold or ceases to
produce or is abandoned. Estimated future expenditures for abandonment and
dismantlement costs are charged to operations utilizing the units-of-production
method based upon estimates of proved oil and gas reserves.

The cost of unproved leasehold is capitalized pending the results of
exploration efforts. Significant unproved leasehold costs are reviewed
periodically and a loss is recognized to the extent, if any, that the cost of
the property has been impaired. Exploratory dry holes, geological and
geophysical costs and delay rentals are expensed as incurred.

Capitalized drilling costs for oil and gas properties are amortized
utilizing the units of production method based on units of proved developed
reserves for each field. Lease acquisition costs related to producing oil and
gas properties are amortized utilizing the units of production method based on
units of proved reserves for each field.

The effect of adopting the change in accounting principle during the three
months ended March 31, 1997 resulted in a decrease in net loss during the period
of approximately $176,000 (or $0.01 per share).

The Company reviews proved oil and gas properties on a depletable unit
basis whenever events or circumstances indicate that the carrying value of those
assets may not be recoverable. An impairment loss is recognized whenever the
carrying value of an asset exceeds the fair value. Fair value, on a depletable
unit basis, is estimated to be the present value of expected future net revenues
computed by application of estimated future oil and gas prices, production, and
expenses, as determined by management, over the economic life of the reserves.
No such impairment was recognized during the three months ended March 31, 1998
or 1997.
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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The consolidated financial statements for 1998 include the accounts of
RMOC, its wholly-owned subsidiaries, Rutherford-Moran Exploration Company, Thai
Romo Holdings, Inc. ("TRH"), Thai Romo Limited ("Thai Romo") and Thai-Tex
Insurance Company, Inc., and its proportionate ownership of B8/32 Partners,
Limited ("B8/32 Partners"), in which RMOC owns 46.34% of the outstanding voting
shares. All material intercompany accounts and transactions have been eliminated
in the consolidation.

Prior to December 31, 1996, the Company was considered a development
stage company and its sole activity was the development of Block B8/32 in the
Gulf of Thailand. Production from the Tantawan Field commenced in February 1997,
at which time the Company was no longer considered a development stage company.

(3) OIL AND GAS PROPERTY ACQUISITION

On December 19, 1996, the Company, through its wholly-owned subsidiary,
Thai Romo, exercised its preferential right to purchase 46.34% of the
outstanding shares of Maersk Oil (Thailand) Limited ("MOTL"), a wholly-owned
subsidiary of Maersk Olie og Gas AS of Copenhagen, Denmark ("Maersk"). MOTL was
a former Co-Concessionaire in Block B8/32 with a 31.67% interest in the
Concession but had no previous operations. The purchase was consummated on March
3, 1997, with TRH, Thai Romo's nominee under the Share Sales Agreement with
Maersk, purchasing the shares for $28,617,000, which included $1,554,000 in
satisfaction of outstanding debt. After the closing, MOTL was renamed B8/32
Partners, Limited.

In connection with the purchase, the Company recorded $7,875,000 for
the deferred tax liability related to the excess of the acquisition price over
the tax basis of the MOTL property.

The remaining 53.66% of MOTL's stock was purchased by Thaipo Limited
("Thaipo") and by Palang Sophon Limited ("Palang") of Bangkok, Thailand. Thaipo,
Palang and MOTL were co-concessionaires with Thai Romo prior to the sale of
MOTL. As a result, RMOC's interest in the Block B8/32 increased to a uniform
46.34%.

(4) DEBT

Credit Facility

On September 20, 1996, the Company entered into a $150 million
Revolving Credit Facility with a group of commercial lenders. The Revolving
Credit Facility has a final maturity of September 30, 1999, and contained an
initial borrowing base limitation of $60 million. On April 29, 1997, the
borrowing base limitation was redetermined to $120 million. Subsequent to the
issuance of the Company's 10.75% Senior Subordinated Notes ("the Notes") in
September 1997, the borrowing base was reset to $60 million. The Revolving
Credit Facility is secured by the stock of certain subsidiaries and affiliates
of the Company.

On September 8, 1997, the Company entered into a Credit Agreement with
Chase Manhattan Bank for an additional borrowing of $5 million. The Credit
Agreement contains covenants substantially identical to those in the Revolving
Credit Facility. The Credit Agreement was repaid on September 29, 1997 with
proceeds from the Notes.
8
RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

In December 1997, the Company and two of its lenders amended the
Revolving Credit Facility. The borrowing base was reset at a fixed amount of
$150 million until September 30, 1998 (or earlier upon the completion of certain
new financings or other specified events). The amended Revolving Credit Facility
provides that the Company pays interest at rates based on a margin of 1.75% over
LIBOR if the aggregate outstanding principal amount is less than or equal to a
threshold amount, which was set at $60 million, a margin of 2.75% over LIBOR if
the principal amount outstanding is greater than the threshold amount on or
prior to June 30, 1998, and a margin of 3.50% over LIBOR if the principal amount
outstanding is greater than the threshold amount after June 30, 1998.
Alternatively, the Company may pay a margin over the prime rate of 0.25%, 1% and
1.75% respectively, for similar levels of borrowings. The Company is also
assessed a commitment fee equal to 0.5% per annum on the average daily balance
of the unused borrowing base. As of September 30, 1998 and semi-annually
thereafter, the borrowing base will be redetermined by the lenders on customary
industry terms and the Company's then current reserve base. Bank borrowings in
excess of the borrowing base, if any, must be repaid upon such redetermination.

The Revolving Credit Facility also provides for semi-annual borrowing
base redeterminations subsequent to September 30, 1998 as well as certain
restrictions, including limitations on additional indebtedness, payment of
dividends and maintenance of an interest coverage ratio (waived for March 31,
1998), as well as the issuance of 200,000 common stock warrants under specified
circumstances.

At March 31, 1998, approximately $104 million was outstanding under the
Revolving Credit Facility at interest rates of 8.375% to 8.4375% per annum.

Notes

On September 29, 1997, the Company issued $120 million of Senior
Subordinated Notes due 2004 (the "Notes") at an annual interest rate of 10.75%.
The net proceeds were used to repay $93 million of outstanding indebtedness
under the Revolving Credit Facility and Credit Agreement and to purchase
approximately $24 million of securities which were escrowed to pay interest on
the Notes. The Notes contain customary covenants, including limitations on the
incurrence of additional indebtedness, restricted payments and the establishment
of certain liens.

In February 1998, the Company completed the exchange of the Notes,
which had been privately placed, for publicly registered notes. The new Notes
otherwise contain identical terms and conditions to the privately placed notes.

The Company expects to expend monies over the next several years to
support additional exploration and development activities in Block B8/32. Should
the Company not be able to access additional sources of funds over that period,
the Company might not generate sufficient cash flow to pay the principal and
interest on its outstanding debt.

(5) ESCROWED FUNDS

In conjunction with the issuance of the Notes (See Note 4) the Company
was required to purchase $24,300,000 of U.S. Government securities and placed
the proceeds in escrow with a trustee. The amount of the securities purchased
will be sufficient to provide for payment in full of the first four scheduled
interest payments due on the Notes. As a result, the escrowed funds will be
amortized over that period of time.
9
(6) CRUDE OIL HEDGING ACTIVITIES

During the first quarter of 1996, the Company entered into crude oil
price swaps with an affiliate of its lender in the amount of 1,000,000 barrels
at $15.92 per barrel for the period April through December 1997, and in the
amount of 1,750,000 barrels at $15.92 per barrel for the year 1998. As the
Company's production in 1997 did not meet its swap obligation and the Company
expected that situation to continue in 1998, a portion of the Company's
obligation was considered speculative in 1997, marked to market and recognized
in consolidated net income.

During the first quarter of 1998, the Company entered into offsetting
positions for its entire 1998 swap position, thus resulting in no material
future exposure to the original swaps. The cost of establishing this position
was insignificant.

The Company also sold to an affiliate of its bank lender an option to
purchase 1,250,000 barrels of aggregate oil volumes from January through
December 1999 at a price of $18.30 per barrel. The Company has accounted for the
swap option separately as it does not qualify as a hedge. At March 31, 1998, the
Company estimates the fair market value of this position to be $220,000 and has
recorded the amount as a liability on the consolidated balance sheet.

The Company has recorded a net gain of $405,000 in the Consolidated
Statement of Operations for the three months ended March 31, 1998 for the
increase in market value of the swap option. No such gain or loss was recognized
for the three months ended March 31, 1997.

The Company has also recorded a gain of $224,000 associated with the
reversal of the liability associated with the speculative portion of the 1998
crude oil price swaps as a result of the offsetting position entered into by the
Company during the first quarter of 1998.

(7) FOREIGN TRANSLATION GAIN/LOSS

Business transactions and foreign operations recorded in a foreign
currency are restated in U.S. Dollars, which is the Company's functional
currency. Revenues, operating and general and administrative expenses
denominated in currencies other than the functional currency are translated at
an average exchange rate for the period. Transaction gains and losses that arise
from exchange rate fluctuations on transactions denominated in a currency other
than the functional currency are recognized in consolidated income in the year
of occurrence. Net current assets and liabilities are translated monthly at
current rates and recognized increase in market value of the swap option in
consolidated income in the year of occurrence. Currency translations resulted in
a gain of $2,182,000 for the three months ended March 31, 1998; no such gain or
loss resulted in the three months ended March 31, 1997.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

The following discussion should be read in conjunction with the audited
consolidated financial statements as of and for the year ended December 31,
1997, included in the Company's annual report on Form 10-K.

The following discussion is intended to assist in understanding the
Company's financial position and results of operations for the three months
ended March 31, 1998. The Consolidated Financial Statements and the notes
thereto should be referred to in conjunction with this discussion.

From time to time, the Company may elect to make certain statements
that provide the Company's stockholders and the investing public with
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "anticipate", "believe", "estimate",
"project", and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements may be made by management orally or in
writing, including, but not limited to, in press releases, as part of the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" sections of this report and as part of other sections of the
Company's filings with the Securities and Exchange Commission under the
Securities Act of 1933 and the Securities Exchange Act of 1934. Such
forward-looking statements may include, but not be limited to, statements
concerning estimates of current and future results of operations, earnings,
reserves, the timing and commencement of wells and the production therefrom,
production estimates based upon drill stem tests and other test data, future
capacity under its credit arrangements, and future capital expenditures and
liquidity requirements.

Such forward-looking statements are subject to certain risks,
uncertainties and assumptions, including without limitation, those identified
below. Should one or more of these risks or uncertainties materialize, or should
any of the underlying assumptions prove incorrect, actual results of current and
future operations may vary materially from those anticipated, estimated or
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements.

Among the factors that have a direct bearing on the Company's results
of operations and the oil and gas industry in which it operates are
uncertainties inherent in estimating reserves and future production and cash
flows; access to additional capital; changes in the price of oil and natural
gas; the limited production and exploration histories in Block B8/32; the status
of the Company's existing and future contractual relationships with the
Government of Thailand, including the Concession and the Gas Sales Agreement
("GSA"); risks associated with having the Government of Thailand as the sole
purchaser of the Company's gas production, including the potential for political
instability and economic downturns in the Thailand economy and a reduction in
demand for oil and natural gas in Thailand; foreign currency fluctuation risks;
the Company's substantial indebtedness, the presence of competitors with greater
financial resources and capacity; difficulties and risks associated with
offshore oil and gas exploration and development operations and risks associated
with offshore marine operations such as capsizing, sinking, grounding, collision
and damage from severe weather conditions.

OVERVIEW

The Company began producing oil and gas from the Tantawan Field, its
first development in the Block, in February 1997. Prior to that time, the
Company was classified as a development stage company. As a result, the
Company's historical results of operations and period-to-period comparisons of
such results and certain financial data may not be meaningful or indicative of
future results. In regard to the Company's financial condition, results of
operations, future growth and the carrying value of its proved reserves will
depend substantially on its ability to acquire or find and successfully develop
additional oil and gas reserves within the Block. The revenues expected to be
generated by the Company's future operations will be highly dependent upon
production levels and the prices of and demand for oil and natural gas. Natural
gas produced from the Company's Tantawan and Benchamas Fields is subject to the
GSA with the Petroleum Authority of Thailand ("PTT"), with prices subject to
semi-annual adjustment (or more frequent adjustments under certain
circumstances) based on movements in, among other things, inflation, oil prices
and the Thai Baht/U.S. Dollar exchange rate. The price received by the Company
for its oil production and the level of production will depend on numerous
factors beyond the Company's control, including the condition of the world
economy, political and regulatory conditions in Thailand and other oil and gas
producing countries, and the actions of the Organization of Petroleum Exporting
Countries. Decreases in the prices of oil or gas could have an adverse effect
11

on the carrying value of the Company's proved reserves and the Company's
revenues, profitability, cash flow and borrowing base availability under the
Revolving Credit Facility.

During the fourth quarter of 1997, the Company changed its method of
accounting for its investment in oil and gas properties from the full cost to
the successful efforts method. Under the successful efforts method of
accounting, costs of exploration and development, including lease acquisition
and intangible drilling costs associated with exploration efforts which result
in the discovery of proved reserves and costs associated with development
drilling, whether or not successful, are capitalized. The cost of unsuccessful
exploration wells and geological and geophysical costs are expensed as incurred.
Gain or loss is recognized when a property is sold or ceases to produce and is
abandoned. Capitalized drilling costs of producing properties are amortized
utilizing the units-of-production method based on units of proved developed
reserves for each field. Lease acquisition cost related to producing oil and gas
properties are amortized utilizing the units of production method based on units
of proved reserves for each field. The change to this method resulted in no
impairment to long-lived assets in accordance with Statement of Financial
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of".

All prior period financial statements presented herein have been
restated to reflect the aforementioned change in accounting policy. See Note 2
to Consolidated Financial Statements.

Since the latter half of 1997, many countries in Southeast Asia,
including Thailand, have experienced significant reductions in economic growth.
The Company does not believe that this situation, even if prolonged, will
significantly impact its business position. Natural gas produced in Thailand by
the Company and other producers is primarily used for electrical power
generation. The Company believes that its natural gas will displace either
imported crude oil, lignite or imported natural gas as power generation
feedstock, because domestic natural gas is cheaper to purchase, environmentally
preferable and enables the government to increase its U.S. Dollar reserves
during a period of economic uncertainty.

As the Company exports its crude oil to the highest bidder for U.S.
Dollars, it does not believe that the recent events in Thailand and other
countries in Southeast Asia will impact its ability to market crude oil.

RESULTS OF OPERATIONS

Three Months Ended March 31, 1998, Compared with Three Months Ended March 31,
1997.

The Company's net loss of $5,073,000 or $0.20 per basic and diluted
share increased from a net loss of $1,916,000 or $0.07 per basic and diluted
share for the three months ended March 31, 1997. The increase in net loss is
primarily due to higher interest expense caused by increased debt levels,
depletion, and dry hole costs offset by increased revenues associated with
production from the Tantawan Field, net of related operating costs, a foreign
exchange gain and a gain on a futures contract.

Production volumes for the three months ended March 31, 1998, before
royalties, were 115,755 barrels of oil and 4,125,892 MCF of gas, compared to
110,000 barrels of oil and 1,730,000 MCF of gas, respectively, during the three
months ended March 31, 1997. Production volumes increased as three platforms
were on production in January 1998 and four platforms were on production in
February and March 1998 as compared to no production in January 1997 and two
platforms on production for February and March 1997.

Operating expenses incurred for the three months ended March 31, 1998,
were $5,642,000 as compared to $3,326,000 in 1997. Operating expenses increased
due to more Tantawan Field platforms being on production in 1998 than in 1997.

Dry hole cost was $1,427,000 for the three months ended March 31, 1998
and was primarily due to the impairment of Tantawan #19.

Depreciation, depletion and amortization expense recorded for the three
months ended March 31, 1998, was $5,646,000 as compared to $1,765,000 for the
three months ended March 31, 1997. This increase is primarily due to higher
production volumes in the first quarter of 1998 relative to 1997 as well as an
increase in the depletable base.

Interest expense of $4,470,000 for the three months ended March 31,
1998 increased compared to $918,000 for the three months ended March 31, 1997.
This increase is due to an increase in borrowings, higher annual interest

rates associated with the placement in September 1997 of $120 million 10.75%
Senior Subordinated Notes and higher amortization of deferred financing costs
partially offset by increases in capitalized interest.

General and administrative expenses of $1,829,000 for the three months
ended March 31, 1998 increased compared to $1,447,000 for the three months ended
March 31, 1997. These increases are related to increased activity levels in
1998.

The Company had a foreign exchange gain of $2,182,000 for the three
months ended March 31, 1998 compared to none during the three months ended March
31, 1997. As the value of the Baht was fixed to the dollar until July 1997, no
gains/losses were incurred during the three months ended March 31, 1997, while
an increase in the value of the Baht relative to the U.S. Dollar during the
three months ended March 31, 1998 resulted in foreign exchange gains.

LIQUIDITY AND CAPITAL RESOURCES

During the period from the inception of the Company on September 21,
1990 through March 31, 1998, the Company invested approximately $272 million
primarily for development and exploration activities conducted in Block B8/32
and the acquisition of interests in or rights to the Concession. During this
period, the Company had negative operating cash flow. Since its inception, the
Company has financed its growth with a combination of equity infusions by its
principal stockholders (primarily Messrs. Rutherford and Moran), bank and
stockholders loans, the sale of common stock and, most recently net proceeds of
$117,000,000 from the issuance of 10.75% Senior Subordinated Notes ("Notes").

In June 1996, RMOC completed an initial public offering which resulted
in net proceeds to the Company of approximately $97 million. The proceeds were
used to repay outstanding debt to the Company's principal stockholders, repay
bank debt, and fund cash expenditures.

On September 20, 1996, the Company entered into a $150 million
Revolving Credit Facility ("Revolving Credit Facility") with a group of
commercial lenders. The Revolving Credit Facility matures on September 30, 1999
and contains a borrowing base limitation. The Revolving Credit Facility is
secured by the stock of certain subsidiaries and affiliates of the Company.

On September 29, 1997, the Company issued $120 million of Notes. The
net proceeds from this offering were used to repay $93 million of outstanding
debt under the Revolving Credit Facility and the Credit Agreement and to
purchase a portfolio of U.S. Government obligations of approximately $24
million, which is sufficient to provide for payment in full when due of the
first four scheduled interest payments on the Notes. The Indenture pursuant to
which the Notes were issued imposes customary financial and other restrictions
on the Company and its subsidiaries.

The Revolving Credit Facility also requires the Company to (i) make
principal payments from the proceeds of certain asset sales and in the event
that the Company's outstanding debt exceeds the Borrowing Base (as defined
therein), (ii) restrict the payment of dividends under certain circumstances,
and (iii) maintain an Earnings Before Interest, Taxes, Non-Cash and Exploration
Expenses ("EBITDAX") to interest coverage ratio for fiscal quarters ending on
and after March 31, 1998 (waived for March 31, 1998) as follows: 1.5:1 for each
quarter ending on or before September 30, 1998 and 2.5:1 thereafter, such rates
to be calculated excluding interest payable from the interest escrow for the
Notes. At March 31, 1998, approximately $104 million was outstanding under this
Revolving Credit Facility.
13
At the Concessionaires' request, PTT reduced its maximum gas nomination
from 115% of Daily Contract Quantity ("DCQ") to 100% of DCQ, thereby reducing
production from 100 MMCF/D to 85 MMCF/D between May and September 1998. This
reduction reflects a prudent reservoir management measure to insure that the
Concessionaires have adequate production capacity to meet gas nominations during
that period.

The Company makes, and will continue to make, substantial capital
expenditures for the acquisition, exploration, development and production of oil
and natural gas reserves. Since its inception, the Company has financed these
expenditures primarily through a combination of equity infusions by its
principal stockholders, bank and stockholder loans, the issuance of the Notes
and the sale of common stock. The Company made $19,621,000 in capital
expenditures during the three months ended March 31, 1998, and currently expects
capital expenditures for 1998 to be in the range of $120 million, of which
approximately 70% to 80% is budgeted for development of the Benchamas Field. The
Company also expects to expend monies over the next several years to support
additional exploration and development activities in the Block. Should the
Company not be able to access additional sources of funds over that period, the
Company might not generate sufficient cash flow to pay the principal and
interest on its outstanding debt. The Company expects to fund these activities
in the near-term with net cash flow from operations and additional bank
borrowings under the Revolving Credit Facility, which was amended in December
1997 to allow for additional borrowings. However, in order to continue to fund
those activities subsequent to the first half of 1998 at current or higher
levels, the Company must raise substantial additional funds through some
combination of the following: increasing the borrowing base under the Revolving
Credit Facility as well as in the total amount of the Revolving Credit Facility,
arranging additional debt, equity or other financing, and obtaining other
additional sources of funds. If production revenues are less than anticipated or
reserves decline, or, if its expected levels of capital expenditures increase
materially, the Company may have limited ability to obtain the capital necessary
to undertake or complete future drilling programs. There can be no assurance
that increased bank lines, debt, equity or other financing or other sources of
funds will be available or that, if available, will be on terms acceptable to
the Company or sufficient to meet these or other corporate requirements,
however, the Company has explored several alternatives which it believes should
enable it to meet its capital commitments at an acceptable cost.

On January 22, 1998, the Company announced that it intends to explore
various strategic alternatives regarding the ongoing development of its interest
in Block B8/32. Such alternatives include the possible merger or sale of the
Company. There can be no assurance that this process will result in any
transaction.

CHANGING OIL PRICES

The Company is dependent on crude oil prices, which have historically
been volatile. The Company may use crude oil price swaps and other similar
arrangements to hedge against potential adverse effects of fluctuations in
future prices for the Company's future oil production. While the swaps are
intended to reduce the Company's exposure to declines in the market price of
crude oil, they may limit the Company's gain from increases in the market price.

YEAR 2000

All of the Company's computer systems are Year 2000 compliant. As a
result, the Company believes that it will not incur any material cost associated
with this matter.
14
PART II -- OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

4 -- Warrant Agreement dated as of December 3, 1997, by and
between the Company and the Chase Manhattan Bank and Banque
Paribas

(b) Reports on Form 8-K

During the three month period ended March 31, 1998, the Company
filed a current report on Form 8-K dated January 22, 1998, relating to the
review by the Company of various strategic alternatives, including the possible
merger or sale of the Company.

15
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.

Dated: RUTHERFORD-MORAN OIL CORPORATION

By: /s/ DAVID F. CHAVENSON
-------------------------------------
David F. Chavenson
Vice President, Finance and Chief
Financial Officer and Treasurer

16
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.

Dated: RUTHERFORD-MORAN EXPLORATION COMPANY

By: /s/ David F. Chavenson
-------------------------------------
David F. Chavenson
Treasurer and Director (Principal
Financial and Accounting Officer)

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.

Dated: THAI ROMO HOLDINGS, INC.

By: /s/ David F. Chavenson
-------------------------------------
David F. Chavenson
Treasurer and Director (Principal
Financial and Accounting Officer)

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.

Dated: THAI ROMO LIMITED

By: /s/ David F. Chavenson
-------------------------------------
David F. Chavenson
Director (Principal Financial and
Accounting Officer)
17
INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
------ -----------

4 -- Warrant Agreement dated as of December 3, 1997, by
and between the Company and the Chase Manhattan Bank
and Banque Paribas