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 March 31, 1997

                                       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: 12,704,100

                                        1

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                          ITEM I: FINANCIAL STATEMENTS

                               EQUITY OIL COMPANY
                             Statement of Operations
               For the three months ended March 31, 1997 and 1996
                                   (Unaudited)
                                                        1997             1996
                                                     ----------       ----------

REVENUES

         Oil and gas sales ...................      $ 4,842,278      $ 3,658,346
         Partnership income ..................           75,000           75,000
         Interest income .....................           54,926           38,749
         Other ...............................          114,800           60,577
                                                    -----------      -----------

                                                      5,087,004        3,832,672

EXPENSES

         Operating costs .....................        1,542,768        1,333,996
         Depreciation, depletion and
           amortization ......................        1,100,000          900,000
         Leasehold abandonments ..............           18,440           10,000
         Equity loss in
           Symskaya Exploration ..............           85,725             --
         Exploration .........................          638,417          810,597
         General and administrative ..........          558,817          621,009
         Interest ............................          150,323             --
                                                    -----------      -----------

                                                      4,094,490        3,675,602

Income before income taxes ...................          992,514          157,070

Provision for income taxes ...................          212,139           51,363
                                                    -----------      -----------

NET INCOME ...................................      $   780,375      $   105,707
                                                    ===========      ===========

Net income per common share ..................      $      0.06      $      0.01
                                                    ===========      ===========

Cash dividends per share declared ............      $       .00      $       .00
                                                    ===========      ===========

Weighted average shares outstanding ..........       12,717,311       12,714,350



        The accompanying notes are an integral part of these statements.

                                        2

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                               EQUITY OIL COMPANY
                                  Balance Sheet
                   as of March 31, 1997, and December 31, 1996


                                                  March  31,        December 31,
ASSETS                                               1997               1996
------                                            ----------         ----------
                                                  (Unaudited)

Current assets:
  Cash and cash equivalents ..............     $     941,253      $     787,961
  Temporary cash investments .............              --               49,802
  Accounts and advances receivable .......         3,672,082          3,660,670
  Income taxes receivable ................           256,108            311,393
  Deferred income taxes ..................            31,053             31,053
  Other current assets ...................           337,402            372,701
                                               -------------      -------------
                                                   5,237,898          5,213,580

Property and equipment ...................       107,575,852        106,147,145
Less accumulated depreciation,
 depletion and amortization ..............        62,812,210         61,732,014
                                               -------------      -------------
                                                  44,763,642         44,415,131
Other assets:
  Investment in Raven Ridge
    Pipeline Partnership .................           363,920            405,328
  Other assets ...........................           136,869            147,398
                                               -------------      -------------
                                                     500,789            552,726

TOTAL ASSETS .............................     $  50,502,329      $  50,181,437
                                               =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable .......................     $   1,482,607      $   1,880,420
  Accrued liabilities ....................           148,148            153,467
  Federal, state and foreign
    income taxes payable .................           455,872            191,509
  Accrued profit sharing .................            48,000            179,100
                                               -------------      -------------
                                                   2,134,627          2,404,496


Revolving credit facility ................         8,878,830          8,878,830
Deferred income taxes ....................         5,433,006          5,565,973
                                               -------------      -------------
                                                  14,311,836         14,444,803
Stockholders' Equity
  Common stock ...........................        12,751,100         12,751,100
  Paid in capital ........................         3,648,333          3,648,333
  Less cost of treasury stock ............          (155,300)           (98,653)
  Retained earnings ......................        17,811,733         17,031,358
                                               -------------      -------------

                                                  34,055,866         33,332,138

TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ...................     $  50,502,329      $  50,181,437
                                               =============      =============


        The accompanying notes are an integral part of these statements.

                                        3

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                               EQUITY OIL COMPANY
                             Statement of Cash Flows
               For the three months ended March 31, 1997 and 1996
                                   (Unaudited)
                                                       1997             1996
                                                    ----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .................................     $   780,375      $   105,707
  Adjustments
     Depreciation, depletion and
       amortization ..........................       1,100,000          900,000
     Partnership distributions
       in excess of income ...................          41,408           36,930
     Property dispositions ...................          18,440           10,000
     Common stock issued for services ........            --             33,312
     Change in other assets ..................          10,529           10,528
     Equity loss in Symskaya Exploration .....          85,725             --
     Decrease in deferred income taxes .......        (132,967)         (59,435)
  Net cash provided before changes in              -----------      -----------
     working capital items ...................       1,903,510        1,037,042
     Increase (decrease) from changes in:          -----------      ----------- 
      Accounts and advances receivable .......         (11,412)         (40,839)
      Other current assets ...................          35,299           25,071
      Accounts payable and accrued
         liabilities .........................        (403,132)         216,996
      Income taxes receivable/payable ........         319,648          (28,163)
      Accrued profit sharing .................        (131,100)        (100,771)
                                                   -----------      -----------
  Net cash provided
     by operating activities .................       1,712,813        1,109,336
                                                   -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures .......................      (1,466,951)      (1,303,344)
  Advances to Symskaya Exploration ...........         (85,725)        (815,678)
  Sale of temporary cash investments .........          49,802          702,766
                                                    ----------       ----------
  Net cash used in investing activities ......      (1,502,874)      (1,416,256)
                                                    ----------       ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Purchase of treasury stock .................         (56,647)            --
  Increase in other assets ...................            --               --
  Proceeds from revolving credit facility ....            --            300,000
  Payments on long term debt .................            --               --
                                                    ----------       ----------
  Net cash provided by (used in)
          financing activities ...............         (56,647)         300,000
                                                    ----------       ----------

NET INCREASE (DECREASE) IN CASH ..............         153,292           (6,920)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD .....................         787,961          511,252
                                                    ----------       ----------

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD ...........................     $   941,253      $   504,332
                                                    ==========       ==========

CASH, CASH EQUIVALENTS AND
  TEMPORARY CASH INVESTMENTS
  AT END OF PERIOD ...........................     $   941,253      $   757,533
                                                    ==========       ==========


        The accompanying notes are an integral part of these statements.

                                        4

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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  INTERIM FINANCIAL STATEMENTS

The accompanying  consolidated  financial  statements of Equity Oil Company (the
Company)  have not been  audited  by  independent  accountants,  except  for the
Balance Sheet at December 31, 1996. In the opinion of the Company's  management,
the financial statements reflect the necessary adjustments,  all of which are of
a normal and recurring nature,  to present fairly the financial  position of the
Company as of March 31,  1997,  and the results of its  operations  and its cash
flows for the three month periods ended March 31, 1997 and 1996.

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 1996 Annual Report on Form 10-K.

The results for the three month period ended March 31, 1997 are not  necessarily
indicative of future results.

NOTE 2.  NET INCOME PER SHARE

Net income per share is based on the weighted  average  number of common  shares
outstanding during the period.  Primary and fully diluted earnings per share are
essentially the same.

NOTE 3. RECLASSIFICATIONS

Certain  balances  in  the  March  31,  1996  financial   statements  have  been
reclassified to conform with the current year presentation. These changes had no
effect on the  previously  reported net income,  total  assets,  liabilities  or
stockholders' equity.


                                        5

<PAGE>



                                     PART I

                                     ITEM 2

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

RESULTS OF OPERATIONS

     Increases in oil and gas  production  combined  with stronger oil prices to
help the Company  record a 33% increase in revenues  during the first quarter of
1997.  Total  revenues for the period were  $5,087,004,  compared to  $3,832,672
during the first  quarter of 1996.  Net income for the first quarter of 1997 was
$780,375, or $.06 per share, compared to $105,707, or $.01 per share, during the
first quarter of 1996.

     The  Company  recorded  increases  in  both  oil and  gas  production.  Oil
production  of 161,000  barrels  was up 3% from  156,000  barrels  in 1995.  Gas
production  increased  of 502,000 Mcf produced in 1997 from 496,000 Mcf produced
during the first quarter of 1997.

     Averages  prices  received  for oil during  the first  quarter of 1997 were
$20.30 per barrel, an increase of 12% over the $18.14 per barrel received during
the same period of 1996. Gas prices also increased during 1997,  averaging $2.68
per Mcf, compared to $1.42 per Mcf received during the first quarter of 1996.

     Increases in oil and gas sales were augmented by higher other income. Other
income in 1997 includes  approximately $70,000 received from the sale of certain
mineral  rights.  There was no similar  transaction  during the first quarter of
1996.

     Total expenses in 1997 increased 11% over 1996 first quarter levels.  Lease
operating costs increased 16%, primarily as a result of increased production and
higher revenue-based production taxes. Depreciation,  depletion and amortization
(DD&A) increased 22%, primarily due to increased  production in 1997 and the new
properties added to the depletion base during 1996.

     The decrease in exploration expense was primarily due to reduced geological
and  geophysical  expenses  in 1997,  the bulk of which  consisted  of lower 3-D
seismic expenses. General and administrative expenses decreased by 10% from 1996
first  quarter  levels.  The  decrease  was mainly  due to reduced  compensation
expense during 1997.

     During the first quarter of 1997, the Company  participated in the drilling
of 4 wells,  compared to 5 during the same time  period of 1996.  Of the 4 wells
drilled this year, 2 wells have been  completed as  producers,  and 2 wells were
plugged and abandoned.  During the first quarter of 1996, 4 wells were completed
as producers, and 1 well was plugged and abandoned.

     Included  in the  1997  well  count  are 3  exploratory  wells  drilled  in
California on the Company's  3-D seismic  projects.  Two of those wells were dry
holes.  Despite the dry holes,  the Company is continuing to develop  additional
prospects  through its use of 3-D seismic data. The Company  recently  completed
processing  of a seismic  shoot at its Davis  Ranch  prospect,  a 17 square mile
survey, and the first well has been staked.

     The Company has a total capital investment program of $7.9 million outlined
for 1997. The program  includes 29 exploration  projects and 26 development  and
exploitation  projects.  The bulk of the Company's  drilling should occur during
the third and fourth quarters of the year.

     The Company is continuing to pursue  additional  outside  financing for its
Symskaya project in Russia. Costs associated with the project are expected to be
minimal during 1997.

                                       6

<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

     Cash, cash equivalents,  and temporary cash investments totaled $941,253 as
of March 31, 1997, up from $837,763 at year-end 1996.  Working  capital at March
31, 1997 was  $3,103,271,  compared to working capital of $2,809,084 at December
31,  1996.  For the first three months of 1997,  net cash  provided by operating
activities  increased  54% over the same  period of 1996,  primarily  due to the
increase in net income discussed earlier.

     Investment  in property  and  equipment  for the first three months of 1997
totaled  $1,466,951,  a  13%  increase  from  the  amount  recorded  during  the
corresponding   three  months  of  1996.  The  increase  reflects  higher  lease
acquisition  costs  during  1997.  In the  first 3 months of 1996,  the  Company
advanced  approximately  $816,000 to Symskaya Exploration in connection with the
drilling  of the Lemok #1 well in Russia,  compared  to $85,725  during the same
period of 1997.

     During the three months ended March 31, 1997, the Company  purchased 18,000
shares of Treasury Stock for a total price of $56,600.  During the first quarter
of 1996, the Company  borrowed  $300,000 on its credit  facility,  primarily for
working capital purposes. The Company did not draw down any funds on its line of
credit during the first quarter of 1997.

     The Company  believes  that  existing  cash  balances,  cash flow,  and the
borrowing  capacity  available under the Company's  credit facility will provide
adequate  resources to meet all of its current capital and exploration  spending
objectives.

OTHER ITEMS

     In March 1997, the Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 128,  Earnings per Share.  This  statement
establishes  standards for computing and  presenting  earnings per share ("EPS")
and applies to entities  with  publicly-held  common stock or  potential  common
stock. This statement  simplifies the standards for computing EPS and makes them
comparable  to  international  EPS  standards.  This  statement is effective for
financial  statements  for both interim and annual periods ending after December
15, 1997. The Company is currently  evaluating the impact of the recently issued
statement and will adopt the requirements for the year ending December 31, 1997.

     The Company has reviewed all other  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.

                                       7

<PAGE>

                                     PART II

                                OTHER INFORMATION

     The answers to items listed under Part II are inapplicable or negative.

                                   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:     April 24, 1997              By  /s/ Paul M. Dougan
       ----------------------            -------------------
                                         Paul M. Dougan, President


DATE:     April 24, 1997              By  /s/ Clay Newton
      -----------------------            ----------------
                                         Clay Newton, Treasurer





                                        8

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