FORM 10Q
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended    JUNE 30, 1999

                                       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: 0-610

                               EQUITY OIL COMPANY
             (Exact name of registrant as specified in its charter)

        COLORADO                                    87-0129795
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                Identification No.)

           Suite 806, #10 West Third South, Salt Lake City, Utah 84101
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (801) 521-3515
               Registrant's telephone number, including area code

              (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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
Yes      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date: 12,643,440


<PAGE>



                          ITEM I: Financial Statements

                               EQUITY OIL COMPANY
                             Statement of Operations
                 For the Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)

                                             1999           1998
REVENUES                                     ----           ----

         Oil and gas sales .........   $  6,118,585    $  6,517,271
         Partnership income ........         15,000          15,500
         Interest income ...........         19,195          40,326
         Other .....................         56,196         101,705
                                       ------------    ------------

                                          6,208,976       6,674,802

EXPENSES

         Operating costs ...........      2,655,396       3,030,862
         Depreciation, depletion and
           amortization ............      2,050,000       2,450,000
         Equity loss in
           Symskaya Exploration ....        106,206         319,113
         Leasehold abandonments ....          8,854         164,091
         3D seismic ................           --           430,773
         Exploration ...............        743,650         745,882
         General and administrative         918,406       1,097,139
         Interest ..................        592,634         569,905
                                       ------------    ------------

                                          7,075,146       8,807,765


Loss before income taxes ...........       (866,170)     (2,132,963)

Benefit for income taxes ...........       (405,416)       (597,229)
                                       ------------    ------------

NET LOSS ...........................  $    (460,754)    $(1,535,734)
                                       ============    ============

Basic and diluted net
         loss per common share .....   $      (0.04)   $      (0.12)
                                       ============    ============

Weighted average shares outstanding      12,636,671      12,612,824






        The accompanying notes are an integral part of these statements.

                                        2

<PAGE>



                               EQUITY OIL COMPANY
                             Statement of Operations
                For the Three Months Ended June 30, 1999 and 1998
                                   (Unaudited)

                                            1999            1998
REVENUES                                    ----            ----

         Oil and gas sales .........   $  3,507,733    $  3,016,811
         Partnership income ........          7,500           7,500
         Interest income ...........         12,080           6,297
         Other .....................         31,653          66,749
                                       ------------    ------------

                                          3,558,966       3,097,357

EXPENSES

         Operating costs ...........      1,369,238       1,381,932
         Depreciation, depletion and
           amortization ............        950,000       1,200,000
         Equity loss in
           Symskaya Exploration ....         62,781         235,615
         Leasehold abandonments ....          8,854         164,091
         3D seismic ................           --            21,030
         Exploration ...............        369,397         355,754
         General and administrative         490,136         658,561
         Interest ..................        294,307         290,371
                                       ------------    ------------

                                          3,544,713       4,307,354

Income (loss) before income taxes ..         14,253      (1,209,997)

Benefit for income taxes ...........        (97,692)       (316,269)
                                       ------------    ------------

NET INCOME (LOSS) ..................   $    111,945    $   (893,728)
                                       ============    ============

Net income (loss) per common share:

         Basic .....................   $       0.01    $      (0.07)
         Diluted ...................   $       0.01    $      (0.07)

Weighted average shares outstanding:

         Basic .....................     12,633,075      12,615,440
         Diluted ...................     13,653,440      12,615,440






        The accompanying notes are an integral part of these statements.

                                        3

<PAGE>



                               EQUITY OIL COMPANY
                                  Balance Sheet
                    as of June 30, 1999 and December 31, 1998

                                           June 30,      December 31,
ASSETS                                       1999            1998
------                                    ----------       ----------
                                   (Unaudited)
Current assets:
  Cash and cash equivalents ........   $     491,641    $     444,476
  Accounts and advances receivable .       3,007,466        2,696,160
  Income taxes receivable ..........          47,892          291,597
  Deferred income taxes ............          19,417           19,417
  Other current assets .............         222,616          318,904
                                       -------------    -------------
                                           3,789,032        3,770,554

Property and equipment .............     105,070,719      104,407,815
Less accumulated depreciation,
 depletion and amortization ........      63,232,136       61,191,368
                                       -------------    -------------
                                          41,838,583       43,216,447
Other assets:
  Investment in Raven Ridge
    Pipeline Partnership ...........         235,997          220,997
  Other assets .....................          42,113           63,170
                                       -------------    -------------
                                             278,110          284,167

TOTAL ASSETS .......................   $  45,905,725    $  47,271,168
                                       =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable .................   $   1,191,218    $   1,675,759
  Accrued liabilities ..............         185,187          164,163
  Federal, state and foreign
    income taxes payable ...........         114,509          212,583
  Accrued profit sharing ...........         124,741           90,413
                                       -------------    -------------
                                           1,615,655        2,142,918

Revolving credit facility ..........      16,500,000       16,500,000
Deferred income taxes ..............       1,246,024        1,642,700
                                       -------------    -------------
                                          17,746,024       18,142,700
Stockholders' Equity:
  Common stock .....................      12,808,040       12,794,040
  Paid in capital ..................       3,719,743        3,714,493
  Less cost of treasury stock ......        (528,302)        (528,302)
  Retained earnings ................      10,544,565       11,005,319
                                       -------------    -------------

                                          26,544,046       26,985,550
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY .............   $  45,905,725    $  47,271,168
                                       =============    =============




        The accompanying notes are an integral part of these statements.


                                        4

<PAGE>



                               EQUITY OIL COMPANY
                             Statement of Cash Flows
                 For the Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)
                                                  1999          1998
                                                  ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss .............................   $  (460,754)   $(1,535,734)
   Adjustments
     Depreciation, depletion and
       amortization .....................     2,050,000      2,450,000
     Partnership income .................       (15,000)        47,181
     Loss on property dispositions ......         8,854        164,091
     Decrease in deferred income taxes ..      (396,676)      (810,771)
     Equity loss in
       Symskaya Exploration .............       106,206        319,113
     Change in other assets .............        21,057         21,057
     Common stock issued for services ...        19,250         47,351
   Net cash provided before changes in      -----------    -----------
      working capital items .............     1,332,937        702,288
     Increase (decrease) from changes in:
       Accounts and advances receivable .      (311,306)       420,274
       Other current assets .............        96,288        (15,053)
       Accounts payable and accrued
         liabilities ....................      (463,517)        63,008
       Income taxes receivable/payable ..       145,631        116,935
       Accrued profit sharing ...........        34,328        (92,973)
                                            -----------    -----------
   Net cash provided
     by operating activities ............       834,361      1,194,479
                                            -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Advances to Symskaya Exploration .....      (106,206)      (319,113)
   Capital expenditures .................      (680,990)    (2,257,063)
                                            -----------    -----------
   Net cash used in investing
     activities .........................      (787,196)    (2,576,176)
                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings under
    revolving credit facility ...........          --        1,021,170
                                            -----------    -----------
   Net cash provided by
      financing activities ..............          --        1,021,170
                                            -----------    -----------

NET INCREASE (DECREASE) IN CASH .........        47,165       (360,527)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD ...............       444,476        378,801
                                            -----------    -----------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD .....................   $   491,641    $    18,274
                                            ===========    ===========


        The accompanying notes are an integral part of these statements.






                                                         5

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS


NOTE 1.  INTERIM FINANCIAL STATEMENTS

     The accompanying  financial  statements of Equity Oil Company  ("Equity" or
"the Company") have not been audited by independent accountants,  except for the
Balance  Sheet  as of  December  31,  1998.  In the  opinion  of  the  Company's
management,  the financial statements reflect the adjustments,  all of which are
of a normal and  recurring  nature,  necessary to present  fairly the  financial
position of the Company as of June 30, 1999,  and the results of its  operations
for the three and six month periods  ended June 30, 1999 and 1998,  and its cash
flows for the six month periods ended June 30, 1999 and 1998.

     The financial statements and the accompanying notes to financial statements
have been prepared  according to rules and  regulations  of the  Securities  and
Exchange Commission.  Accordingly, certain notes and other information have been
condensed or omitted  from the interim  financial  statements  presented in this
Quarterly  Report on Form 10-Q.  These  financial  statements  should be read in
conjunction  with  the  Company's  1998  Annual  Report  on Form  10-K,  and the
Company's Form 10-Q for the first quarter of 1999.

     The results for the three and six month periods ended June 30, 1999 are not
necessarily indicative of future results.


NOTE 2.  NET INCOME (LOSS) PER SHARE

     Basic net income  (loss) per share was  computed by dividing the net income
(loss) by the weighted average number of common shares outstanding.  Diluted net
income  (loss) per share was computed by dividing  the net income  (loss) by the
sum of the weighted  average  number of common shares and the effect of dilutive
unexercised stock options. Options to purchase approximately 1,024,000 shares of
common stock at prices of $2.50 to $6.00 per share were  outstanding  during the
first six months of 1999 and were  included  in the  computation  of diluted net
income per share for the three months  ended June 30, 1999.  Options to purchase
approximately  985,000  shares of  common  stock at prices of $3.56 to $6.00 per
share  were  outstanding  during  the  first six  months of 1998.  For all other
periods presented,  options were not included in the computation of net loss per
share because the effect would have been antidilutive.







                                        6

<PAGE>



                                     PART I

                                     ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

RESULTS OF OPERATIONS

Financial Results
-----------------

     Significant  reductions  in most  expense  categories  during the first six
months of 1999 offset  decreases  in oil and gas sales,  enabling the Company to
lessen its net loss to $(460,754),  or $(.04) per share,  compared to a net loss
of  $(1,535,734),  or $(.12) per share,  during the same  period of 1998.  Total
revenues of $6,208,976 were 7% lower than total revenues of $6,674,802  recorded
in the first half of 1998.

     Higher oil prices during the second quarter of 1999  accentuated the impact
of the  Company's  expense  reductions.  The Company  recorded net income in the
second  quarter of 1999 of  $111,945,  or $.01 per share,  compared  to a second
quarter  1998 net loss of  $(893,728),  or  $(.07)  per  share.  Second  quarter
revenues in 1999 of $3,558,966  were 15% higher than the $3,097,357  reported in
the second quarter of 1998.

Operating Results
-----------------

     In recognition of recently  depressed prices and the ongoing  volatility in
the oil markets,  the Company has decreased the number of wells drilled in 1999,
in addition to cutting its operating  and  administrative  expenses.  During the
first half of 1999, the Company  participated  in a total of 5 wells, 3 of which
have been  completed  as  producing  wells.  During the first half of 1998,  the
Company participated in 8 wells, 6 of which were completed as producing wells.

     Included in the 1999 successful  well count is an exploratory  well drilled
in California on the Company's Merlin 3D seismic project. The Equity P51B tested
at a rate of 1.8 million cubic feet per day from the Kione  formation at a depth
of 3,800 feet, and was placed on production in May of 1999.  Equity operates and
has a 50% working interest in the well and the Merlin project.

     The second  successful  well is the #2-9 Davis  Ranch  drilled on  Equity's
Davis Ranch 3-D seismic project.  The well was drilled to a total depth of 7,550
feet and encountered three potentially productive sands that tested at a rate of
2 MMCFD. The well was placed on production in July of 1999.  Equity operates and
has a 60% working interest in the well.

     The third  successful  1999 well is the #1-30  Wallace  well drilled at the
Moon Bend 3D survey  in the  Sacramento  Basin.  The well was  completed  in the
Forbes  formation at an initial  production rate of 2.2 MMCFD. The Company has a
12% working interest in the well, which is operated by Slawson Exploration.


                                        7

<PAGE>




     The initial  exploratory test well at the Company's  Sequoia project in the
San  Joaquin  Basin  was  a dry  hole.  Drilling  results  are  currently  being
evaluated, and the data acquired will be used to help identify the next drilling
location.

CAPITAL RESOURCES AND LIQUIDITY
-------------------------------

     Cash and cash equivalents totaled $491,641 as of June 30, 1999, an increase
of $47,165 since  year-end  1998.  Working  capital at June 30, 1999 improved to
$2,173,377,  compared to $1,627,636 at December 31, 1998. The Company's ratio of
current assets to current liabilities likewise improved to 2.35 to 1 at June 30,
1999,  compared to 1.76 to 1 at December  31, 1998.  Cash  provided by operating
activities  before working capital  changes  increased 90%, from $702,288 in the
first six months of 1998 to $1,332,937 recorded during the same period of 1999.

     Investment  in  property  and  equipment  for the first six  months of 1999
totaled   $680,990,   a  70%  decrease  from  the  amount  recorded  during  the
corresponding six months of 1998. As a result of depressed oil prices, and their
negative  effects on cash flows, the Company has reduced its 1999 capital budget
to ensure that the bulk of its  projects  will be funded by  discretionary  cash
flows. The Company's  current revised budget includes 9 exploratory  wells and 9
recompletions. The bulk of the Company's drilling should occur during the fourth
quarter of the year.

     The Company  borrowed  $1,021,170 on its credit  facility  during the first
half of 1998,  primarily for working capital purposes.  The Company did not draw
down any  funds on its  credit  facility  during  the  first  half of 1999.  The
Company's  current   commitment  under  its  credit  facility  is  $17  million.
Accordingly,  as of June  30,  1999,  the  Company  had  $500,000  of  remaining
availability on the facility. The Company is in compliance with all covenants in
the facility, and expects to be in compliance for the remainder of 1999.

     The Company believes that existing cash balances,  cash flow from operating
activities, and funds available under the Company's credit facility will provide
adequate resources to meet its capital and exploration  spending  objectives for
1999, which have been significantly curtailed due to volatile oil prices. Should
oil prices  return to their  depressed  levels of the first quarter of the year,
the  Company  may  have  difficulty  in  meeting  its  ongoing  exploration  and
development drilling objectives.  The Company has adequate liquidity to maintain
its operations as they currently exist.


                                        8

<PAGE>



COMPARISON OF SECOND QUARTER 1999 WITH SECOND QUARTER 1998
----------------------------------------------------------

     Oil and gas sales in the  second  quarter  of 1999 of  $3,507,733  were 16%
higher  than the  $3,016,811  recorded  for the same  quarter of last year.  The
higher  revenues were primarily a function of higher oil prices,  as oil and gas
production both declined during the quarter. The average net price for crude oil
received  by the Company  during the quarter was $15.50 per barrel,  compared to
$11.58 during the second quarter of 1998, an increase of 34%. Average gas prices
were  constant  at $1.95 per Mcf during the second  quarter of both  years.  Oil
production  decreased  from  170,000  barrels in the  second  quarter of 1998 to
164,000 barrels during the same quarter of 1999, primarily due to low-margin oil
properties  being shut-in  during the early part of the quarter.  Gas production
dropped  from  550,000  Mcf in  1998  to  475,000  Mcf in  1999  due to  natural
production declines.

     Total  expenses  in 1999  decreased  18% over 1998 second  quarter  levels.
Depreciation,  depletion and amortization (DD&A) per unit charges decreased from
$4.59 per BOE in 1998 to $3.91 per BOE in 1999.  The primary  reason for the per
unit decrease was the elimination of approximately $4 million from the Company's
depletable  base through a property  impairment  charge in the fourth quarter of
1998.  In  addition,  higher oil prices at June 30, 1999  enabled the Company to
record positive reserve  revisions,  which in turn decreased DD&A rates for many
of the Company's oil properties.

     The equity loss in Symskaya  Exploration  decreased by $172,834  during the
second  quarter of 1999. The 1998 amount  included a writedown of  approximately
$125,000 in interest  income on a senior note  between  Symskaya and the Company
that had been  accrued in prior  periods,  as well as the  Company's  share of a
bottom hole contribution. Neither of these two events were recurring.

     The Company  abandoned  certain  undeveloped  leaseholds  during the second
quarter of 1998,  associated  with a Lodgepole  prospect,  that were acquired in
1995 and 1996. There was no corresponding event in 1999.

     General  and  administrative  expenses  decreased  16% from 1998 first half
levels.  The decrease was due to reduced  compensation and other  administrative
expenses.  Higher  interest  costs in 1999  reflect  the  higher  amount of debt
outstanding under the Company's credit facility.




                                        9

<PAGE>



COMPARISON OF FIRST HALF 1999 WITH FIRST HALF 1998

     Rising oil prices  during the latter part of the first half of 1999 enabled
the Company to record higher average prices  compared to the first half of 1998.
Average oil prices  received by the Company  during the first six months of 1999
were $13.40 per barrel,  compared to $12.51 per barrel during the same period in
1998. Gas prices dropped during the first half of 1999, averaging $1.80 per Mcf,
compared to $1.97 per Mcf during the first half of 1998.

     With much of the low-margin oil production shut-in during the first quarter
of 1999 due to low oil prices, oil production decreased in the first half of the
year.  Oil  production  of 318,000  barrels was down 6% from 340,000  barrels in
1998.  Reduced  exploratory  drilling in 1998,  combined with natural production
declines,  resulted  in lower  gas  production  for the  1999  first  half.  Gas
production  decreased  from  1,170,000  Mcf  produced in 1998 to  1,025,000  Mcf
produced during the first half of 1999, a decrease of 12%.

     Total  expenses in 1999  decreased  20% over 1998 first half levels.  Lower
production  levels  contributed to lower lease operating costs and depreciation,
depletion,  and amortization (DD&A) charges.  Lease operating costs decreased 4%
on a per BOE  basis,  declining  from  $5.67 per BOE to $5.43 per BOE, a further
reflection  of  high-cost,  low margin oil  properties  being shut in during the
first quarter 1999.

     DD&A per unit charges decreased from $4.58 per BOE in 1998 to $4.19 per BOE
in 1999.  The primary  reason for the per unit decrease was the  elimination  of
approximately  $4 million from the Company's  depletable base through a property
impairment charge in the fourth quarter of 1998. In addition,  higher oil prices
at June 30, 1999 enabled the Company to record positive reserve revisions, which
in turn decreased DD&A rates for many of the Company's oil properties.

     The Company  recorded  an equity  loss in  Symskaya of $106,206  during the
first  half of 1999,  down from  $319,113  in the first  half of 1998.  The 1998
amount  included a writedown of  approximately  $125,000 in interest income on a
senior note  between  Symskaya  and the Company  that had been  accrued in prior
periods,  as well as the Company's share of a bottom hole contribution.  Neither
of these two events were recurring.  Costs  associated with the Symskaya project
are expected to be minimal  during 1999,  with  expenses  being lower than those
incurred in 1998.

     The Company abandoned certain undeveloped  leaseholds during the first half
of 1998,  associated with a Lodgepole  prospect,  that were acquired in 1995 and
1996.  This  resulted  in  a  charge  to  expense  of  $164,091.  There  was  no
corresponding event in 1999.

     The Company incurred 3D seismic charges of $430,773 in 1998 associated with
its Sequoia project in the San Joaquin Basin of California.  The Company did not
participate in any 3D seismic programs during the first half of 1999.

     General  and  administrative  expenses  decreased  16% from 1998 first half
levels.  The decrease was due to reduced  compensation and other  administrative
expenses.  Higher  interest  costs in 1999  reflect  the  higher  amount of debt
outstanding under the Company's credit facility.


                                       10

<PAGE>




OTHER ITEMS
-----------

        The Company has  reviewed  all  recently  issued,  but not yet  adopted,
accounting standards in order to determine their effects, if any, on the results
of operations or financial  position of the Company.  Based on that review,  the
Company  believes  that none of these  pronouncements  will  have a  significant
effect on current or future earnings or operations.

YEAR 2000
---------

     In 1998 the  Company  began a project to ensure that its  computer  systems
were year 2000 compliant.  The Company identified this project as a priority and
has allocated  personnel and financial  resources to it in an effort to minimize
the impact of year 2000 date  related  problems.  An  officer of the  Company is
supervising  the  project.  In addition,  the Company is  conducting a year 2000
compliance  assessment of those of its vendors and customers whose relationship,
in  the  Company's  business  judgment,  is  material.  Although  the  Company's
assessment  of its year 2000  issues is not  complete,  the  Company  has made a
preliminary  determination  of  its  mission-critical  and  non-mission-critical
items.

     The Company's  mission-critical  items  include its  financial  accounting,
engineering,  and lease/land software. Each of these items has been certified by
the vendor as year 2000 compliant.  All  non-mission-critical  systems have been
certified as being  compliant.  The Company is conducting tests to support these
claims.

     The Company does not anticipate incurring any significant expense to ensure
compliance.  Although the Company is undertaking this project,  no assurance can
be given  that  such a  program  will be able to  solve  the  year  2000  issues
applicable to the Company or that failure to solve them will not have a material
adverse effect on the Company.



                                       11

<PAGE>


FORWARD LOOKING STATEMENTS
--------------------------

     The preceding  discussion and analysis  should be read in conjunction  with
the consolidated financial statements, including the notes thereto, appearing in
the Company's annual report on Form 10-K. Except for the historical  information
contained herein,  the matters discussed in this report contain  forward-looking
statements  within the meaning of Section 27a of the  Securities Act of 1933, as
amended,  and Section 2le of the  Securities  Exchange Act of 1934,  as amended,
that are based on management's  beliefs and assumptions,  current  expectations,
estimates, and projections.  Statements that are not historical facts, including
without limitation  statements which are preceded by, followed by or include the
words "believes,"  "anticipates," "plans," "expects," "may," "should" or similar
expressions  are  forward-looking  statements.  Many of the  factors  that  will
determine the Company's  future results are beyond the ability of the Company to
control or predict. These statements are subject to risks and uncertainties and,
therefore,  actual  results may differ  materially.  The Company  disclaims  any
obligation to update any  forward-looking  statements whether as a result of new
information, future events or otherwise.


     Important  factors  that may affect  future  results  include,  but are not
limited to: the risk of a  significant  natural  disaster,  the inability of the
Company to insure against certain risks,  fluctuations in commodity prices,  the
inherent  limitations in the ability to estimate oil and gas reserves,  changing
government  regulations,  as well as general market conditions,  competition and
pricing,  and  other  risks  detailed  from  time to time in the  Company's  SEC
reports,  copies of which are available upon request from the Company's investor
relations department.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The answers to items listed under Item 3 are inapplicable or negative.


                                     PART II

                                OTHER INFORMATION

     The answers to items  listed  under Part II are  inapplicable  or negative,
except as shown below.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


     At the  Company's  annual  meeting,  held on May 12, 1999,  two  Directors,
Philip J. Bernhisel and W. Durand Eppler, were elected to the staggered board to
serve three year terms, expiring in 2002. The following votes were recorded.

                             Bernhisel        Eppler

Affirmative votes           10,183,572     10,183,102
Withhold authority             181,763        182,233

Each director nominee received at least 98% of the shares voted at the meeting.








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<PAGE>


                                   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 thereunto duly authorized.

                                           EQUITY OIL COMPANY
                                           (Registrant)



DATE:     August 12, 1999             By /s/ Paul M. Dougan
       ----------------------            ---------------------
                                         Paul M. Dougan, President


DATE:     August 12, 1999             By /s/ Clay Newton
       ----------------------            ---------------------
                                         Clay Newton, Treasurer
                                         Principal Accounting
                                         Officer






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