UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

|(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, 2004 | 
|           | OR                                                                                                                                                | 
|           | TRANSITION REPORT PURSUANT
    TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
    Commission file number 0-610                 | 



|EQUITY OIL COMPANY                                                    
|----------------------------------------------------------------------
|(Exact name of registrant as
    specified in its charter)            
|                                                                      
|Colorado                                                              
|(State or other
    jurisdiction of incorporation or organization)    
|                                                                      
|10 West 300
    South, Suite 806                                      
|Salt Lake
    City, Utah                                              
|(Address of
    principal executive offices)                          
|                                                                      
|Registrants telephone
    number, including area code: (801) 521-3515
|                                                                      
|Securities registered
    pursuant to Section 12 (b) of the Act:      
|Title of each class                                                   
|None                                                                  
|                                                                      
|Securities registered
    pursuant to Section 12(g) of the Act:       
|Common Stock (par value,
    $1 per share)
    (Title of class)       



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 registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act) Yes [    ] No [X]

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date (May 11, 2004): 12,083,161

---

**PART I.  **FINANCIAL
INFORMATION

**EQUITY OIL COMPANY**

STATEMENTS OF OPERATIONS

for the three months ended March 31, 2004 and 2003

(Unaudited)

|REVENUES and other income                                                                   | 2004        |  | 2003       
|------------------------------------------------------------------------------------------- | ----------- |  | -----------
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|Oil and gas sales                                                                           | $ 6,415,600 |  | $ 6,728,397
|Other income                                                                                | 489         |  | 118,577    
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            | 6,416,089   |  | 6,846,974  
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|EXPENSES                                                                                    |             |  |            
|                                                                                            |             |  |            
|Leasehold operating costs                                                                   | 2,162,018   |  | 2,003,716  
|Depreciation, depletion and amortization                                                    | 1,800,000   |  | 1,925,000  
|3-D seismic                                                                                 | -           |  | 9,917      
|Exploration                                                                                 | 21,585      |  | 43,393     
|General and administrative                                                                  | 631,570     |  | 795,210    
|Merger related costs                                                                        | 594,990     |  | -          
|Production and exploration overhead                                                         | 313,088     |  | 433,997    
|Accretion expense                                                                           | 58,500      |  | 68,000     
|Interest                                                                                    | 248,962     |  | 310,589    
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            | 5,830,713   |  | 5,589,822  
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|Income from continuing operations before
    income taxes                                   | 585,376     |  | 1,257,152  
|                                                                                            |             |  |            
|Provision for income taxes                                                                  | 215,800     |  | 464,769    
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|Income from continuing operations                                                           | 369,576     |  | 792,383    
|                                                                                            |             |  |            
|Discontinued operations (Note 6):                                                           |             |  |            
|                                                                                            |             |  |            
|Income from operations of properties sold,
    net of provision for income taxes of $52,812 | -           |  | 90,041     
|                                                                                            |             |  |            
|Gain on sale of properties, net of
    provision for income taxes of $453,940               | -           |  | 655,168    
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|Income before cumulative effect of
    accounting change                                    | 369,576     |  | 1,537,592  
|                                                                                            |             |  |            
|Cumulative effect of change in accounting,
    net of benefit from income taxes of $622,832 | -           |  | (1,061,865)
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|                                                                                            |             |  |            
|NET INCOME                                                                                  | $ 369,576   |  | $ 475,727  
|                                                                                            |             |  |            
|                                                                                            |             |  |            



The accompanying notes are an integral part of the financial statements.

---

**EQUITY OIL COMPANY**

STATEMENTS OF OPERATIONS

for the three months ended March 31, 2004 and 2003

Continued

(Unaudited)

|Basic income per common share:                       | 2004       |  | 2003      
|---------------------------------------------------- | ---------- |  | ----------
|                                                     |            |  |           
|                                                     |            |  |           
|Income from continuing operations                    | $.03       |  | $.07      
|Income from discontinued operations                  | -          |  | .06       
|                                                     |            |  |           
|Income before cumulative effect of accounting change | .03        |  | .13       
|Cumulative effect of change in accounting            | -          |  | (.09)     
|                                                     |            |  |           
|                                                     |            |  |           
|NET INCOME                                           | $.03       |  | $.04      
|                                                     |            |  |           
|                                                     |            |  |           
|Diluted income per common share:                     |            |  |           
|Income from continuing operations                    | $.03       |  | $.07      
|Income from discontinued operations                  | -          |  | .06       
|                                                     |            |  |           
|                                                     |            |  |           
|Income before cumulative effect of accounting change | .03        |  | .13       
|Cumulative effect of change in accounting            | -          |  | (.09)     
|                                                     |            |  |           
|                                                     |            |  |           
|NET INCOME                                           | $.03       |  | $.04      
|                                                     |            |  |           
|                                                     |            |  |           
|                                                     |            |  |           
|                                                     |            |  |           
|Weighted average shares outstanding                  |            |  |           
|Basic                                                | 12,030,551 |  | 12,008,661
|Diluted                                              | 12,688,045 |  | 12,231,505
|                                                     |            |  |           





The accompanying notes are an integral part of the financial statements.

---

**EQUITY OIL COMPANY**

STATEMENTS OF COMPREHENSIVE INCOME

for the three months ended March 31, 2004 and 2003

(Unaudited)

|                                                                                                                                                                 | 2004      |           | 2003     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | --------- | ---------
|                                                                                                                                                                 |           |           |          
|                                                                                                                                                                 |           |           |          
|                                                                                                                                                                 |           |           |          
|Net income                                                                                                                                                       | $ 369,576 |           | $ 475,727
|Other comprehensive income:                                                                                                                                      |           |           |          
|Unrealized gains (losses) on financial instruments, net of provision for
      income taxes of $87,037 in 2004 and benefit from income taxes of $125,733 in 2003 |           |           |          
|148,388                                                                                                                                                          |           | (214,363)
|Reclassification adjustment for losses included in net income, net of
      benefit from income taxes of $217,698.                                               | 371,152   |           | -        
|                                                                                                                                                                 |           |           |          
|                                                                                                                                                                 |           |           |          
|                                                                                                                                                                 |           |           |          
|Comprehensive income                                                                                                                                             | $ 889,116 |           | $ 261,364
|                                                                                                                                                                 |           |           |          
|                                                                                                                                                                 |           |           |          



---

**EQUITY OIL COMPANY**

BALANCE SHEETS

As of March 31, 2004 and December 31, 2003

Unaudited

|ASSETS                                                           | March 31, 2004 |  | December 31,
    2003
|---------------------------------------------------------------- | -------------- |  | ---------------------
|                                                                 |                |  |                      
|Currents assets:                                                 |                |  |                      
|Cash and cash equivalents                                        | $ 6,297,068    |  | $ 5,032,922          
|Accounts receivable                                              | 3,971,147      |  | 3,945,189            
|Operator advances                                                | 508,781        |  | 494,293              
|Federal, state and foreign income taxes receivable               | 299,955        |  | 412,193              
|Deferred income taxes                                            | 59,300         |  | 59,300               
|Other current assets                                             | 139,342        |  | 117,707              
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Total current assets                                             | 11,275,593     |  | 10,061,604           
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Property and equipment, at cost (successful
    efforts method): |                |  |                      
|Unproved oil and gas properties                                  | 4,910,467      |  | 4,893,684            
|Proved oil and gas properties:                                   |                |  |                      
|Developed leaseholds                                             | 35,315,817     |  | 35,280,714           
|Intangible drilling costs                                        | 72,470,638     |  | 72,033,090           
|Equipment                                                        | 32,989,204     |  | 32,812,826           
|Other property and equipment                                     | 1,396,142      |  | 1,396,142            
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 | 147,082,268    |  | 146,416,456          
|Less accumulated depreciation, depletion and amortization        | (82,070,860)   |  | (80,270,860)         
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 | 65,011,408     |  | 66,145,596           
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Other assets                                                     | 440,085        |  | 499,335              
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Total assets                                                     | $ 76,727,086   |  | $ 76,706,535         
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|LIABILITIES AND
    STOCKHOLDERS EQUITY                         |                |  |                      
|Current liabilities:                                             |                |  |                      
|Accounts payable                                                 | $ 1,013,708    |  | $ 1,408,238          
|Accrued liabilities                                              | 206,648        |  | 319,821              
|Federal, state and foreign income taxes payable                  | 86,399         |  | 105,393              
|Fair value of derivative financial instruments                   | 144,750        |  | 969,025              
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Total current liabilities                                        | 1,451,505      |  | 2,802,477            
|                                                                 |                |  |                      
|Asset retirement obligation                                      | 3,300,883      |  | 3,242,383            
|Revolving credit facility                                        | 29,000,000     |  | 29,000,000           
|Deferred income taxes                                            | 6,061,903      |  | 5,657,168            
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Total liabilities                                                | 39,814,291     |  | 40,702,028           
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Commitments (Note 6)                                             |                |  |                      
|                                                                 |                |  |                      
|Stockholders equity:                                            |                |  |                      
|Common stock                                                     | 12,885,936     |  | 12,877,936           
|Paid in capital                                                  | 3,769,734      |  | 3,758,562            
|Retained earnings                                                | 22,339,805     |  | 21,970,229           
|Accumulated other comprehensive loss                             | (91,236)       |  | (610,776)            
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 | 38,904,239     |  | 37,995,951           
|Less treasury stock, 848,000 shares, at cost                     | (1,991,444)    |  | (1,991,444)          
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|                                                                 | 36,912,795     |  | 36,004,507           
|                                                                 |                |  |                      
|                                                                 |                |  |                      
|Total liabilities and stockholders
    equity                   | $ 76,727,086   |  | $ 76,706,535         
|                                                                 |                |  |                      
|                                                                 |                |  |                      





The accompanying notes are an integral part of the financial statements.

---



**EQUITY OIL COMPANY**

STATEMENTS OF CASH FLOWS

for the three months ended March 31, 2004 and 2003

Unaudited

|                                                                                      | 2004        |  | 2003       
|------------------------------------------------------------------------------------- | ----------- |  | -----------
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Cash flows from operating activities:                                                 |             |  |            
|Net income                                                                            | $ 369,576   |  | $ 475,727  
|Adjustments to reconcile net
    income to net cash provided by operating activities: |             |  |            
|Depreciation, depletion and amortization                                              | 1,800,000   |  | 1,925,000  
|Accretion expense                                                                     | 58,500      |  | 68,000     
|Gain on sale of oil and gas properties                                                | -           |  | (1,278,426)
|Cumulative effect of change in accounting                                             | -           |  | 1,061,865  
|Change in other assets                                                                | 59,250      |  | 59,249     
|Deferred income tax expense                                                           | 100,000     |  | 651,800    
|                                                                                      |             |  |            
|Increase (decrease) from changes in:                                                  |             |  |            
|Accounts receivable and operator advances                                             | (40,446)    |  | (339,913)  
|Other current assets                                                                  | (21,635)    |  | (6,278)    
|Accounts payable and accrued liabilities                                              | (507,703)   |  | (1,005,851)
|Income taxes payable/receivable                                                       | 93,244      |  | 25,172     
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Net cash provided by operating activities                                             | 1,910,786   |  | 1,636,345  
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Cash flows from investing activities:                                                 |             |  |            
|Capital expenditures                                                                  | (665,812)   |  | (1,190,261)
|Proceeds from sale of oil and gas properties                                          | -           |  | 2,332,382  
|Net cash (used in) provided by investing activities                                   | (665,812)   |  | 1,142,121  
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Cash flows from financing activities:                                                 |             |  |            
|Payments on revolving credit facility                                                 | -           |  | (2,000,000)
|Proceeds from stock option exercises                                                  | 19,172      |  |            
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Net cash provided by (used in) financing activities                                   | 19,172      |  | (2,000,000)
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Net increase in cash                                                                  | 1,264,146   |  | 778,466    
|Cash and cash equivalents at beginning of
    period                                  | 5,032,922   |  | 1,348,024  
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|Cash and cash equivalents at end of period                                            | $ 6,297,068 |  | $ 2,126,490
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|                                                                                      |             |  |            
|                                                                                      |             |  |            





The accompanying notes are an integral part of the financial
statements.

---



EQUITY OIL COMPANY

NOTES TO FINANCIAL STATEMENTS

**Note 1. Interim Financial Statements**

In the opinion of the Company's management, the accompanying interim financial
statements reflect the necessary adjustments, all of which are of a normal and recurring
nature, to present fairly the financial position of Equity Oil Company (Equity or the
Company) as of March 31, 2004, and the results of its operations and its cash flows for
the three month periods ended March 31, 2004 and 2003.

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 2003 Annual Report
on Form 10-K.

The results for the three month period ended March 31, 2004 are not necessarily
indicative of future results.



Note 2. Net Income Per Share

Basic net income per share is computed using the weighted average number of common
shares outstanding during the period. Diluted net income per share is computed using the
weighted average number of common and, if dilutive, common equivalent shares outstanding
during the period. Common equivalent shares consist of the incremental common shares
issuable upon the exercise of stock options (using the treasury stock method). Options to
purchase approximately 1,699,000 shares of common stock at prices of $1.06 to $5.125 per
share were outstanding at March 31, 2004, of which, 658,109 incremental shares (1,548,625
options) were included in the computation of diluted net income per share for the three
month period ended March 31, 2004. Options to purchase approximately 1,750,000 shares of
common stock at prices of $1.06 to $5.125 per share were outstanding at March 31, 2003, of
which, 222,844 incremental shares (768,800 options) were included in the computation of
diluted net income per share for the three month period ended March 31, 2003.



Note 3. Hedging Activities

The Company periodically enters into oil and gas financial instruments to manage its
exposure to oil and gas price volatility. The instruments are placed with counterparties
that the Company believes are minimal credit risks. It is the Companys policy to
only enter into derivative contracts with investment grade rated counterparties deemed by
management to be competent and competitive market makers. The oil and gas reference prices
upon which the price hedging instruments are based reflect various market indices that
have historically correlated with actual prices received by the Company.

As of March 31, 2004, the Company had a commodity price hedge in place for 5,000 MMBTU
of natural gas per day under a costless collar though April 30, 2004. The hedge has a
floor of $3.00 per MMBTU and a ceiling of $4.43 per MMBTU. The settlement price for the
hedges during the quarter ended March 31, 2004 resulted in cash payments of $588,850 from
the Company to the counterparty, which are reflected as a reduction of oil and gas sales.
The fair value of the hedge at March 31, 2004, as computed by the counterparty, was
($144,750). This amount is shown on the balance sheet as a current liability.



Note 4. Asset Retirement Obligation

In August 2001, the FASB issued SFAS No. 143 (SFAS 143), "Accounting for Asset
Retirement Obligations." SFAS 143 was effective for the Company beginning January 1,
2003. The most significant impact of this standard on the Company was a change in the
method of accruing for site restoration costs associated with its oil and gas properties.
Under SFAS 143, the fair value of asset retirement obligations is recorded as a liability
when incurred, which is typically at the time the assets are placed in service. Amounts
recorded for the related assets are increased by the amount of these obligations. Over
time, the liabilities are accreted for the change in their present value and the initial
capitalized costs are depreciated over the useful lives of the related assets.

The Company used an expected cash flow approach to estimate its asset retirement
obligations under SFAS 143. Upon adoption at January 1, 2003, the Company recorded a
retirement obligation of $3,147,061, an increase in property and equipment cost of
$1,997,619, an increase in accumulated depreciation, depletion and amortization of
$535,255 and a cumulative effect of accounting change, net of benefit from taxes, of
$1,061,865.

The following table summarizes the changes in the Companys asset retirement
obligation for the period ended March 31, 2004:

|Balance, December 31, 2003 | $ 3,242,383
|-------------------------- | -----------
|                           |            
|Accretion expense          | 58,500     
|Payments                   | -          
|                           |            
|Balance, March 31, 2004    | $ 3,300,883
|                           |            



At March 31, 2004, there are no assets legally restricted for purposes of settling
asset retirement obligations. There was no impact on the Companys cash flows as a
result of adopting SFAS 143 since the cumulative effect of change in accounting and the
charges to expense for depreciation and accretion are non-cash transactions.



Note 5. Stock Based Compensation Plans

At March 31, 2004, the Company had one stock-based compensation plan. The Company
applies APB Opinion No. 25 and related interpretations in accounting for this plan.
Accordingly, no compensation cost has been recognized for options granted to employees
under its fixed stock option plan.

In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation Transition and Disclosure (SFAS 148)," which amends SFAS 123
"Accounting for Stock-Based Compensation." SFAS 148 requires more prominent and
frequent disclosures about the effects of stock-based compensation. The Company has
adopted the disclosure provisions of SFAS 148. The Company will continue to account for
its stock-based compensation according to the provisions of APB Opinion No. 25.

Had compensation cost for the Company's stock options been recognized
based on the estimated fair value on the grant date under the fair value methodology
prescribed by SFAS 123, the Company's net income and income per share would have been as
follows:

|                                                                                                                                                      | For
    the three months ended
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|                                                                                                                                                      | March 31,
    2004            
|                                                                                                                                                      |                               
|                                                                                                                                                      |                               
|Net Income, as reported                                                                                                                               | $ 396,576                     
|Less: Total stock-based employee
    compensation expense determined under the fair value based method for all awards, net of
    related tax effects | 45,353                        
|                                                                                                                                                      |                               
|                                                                                                                                                      |                               
|Pro forma net income                                                                                                                                  | $ 351,223                     
|                                                                                                                                                      |                               
|                                                                                                                                                      |                               
|Net Income per share                                                                                                                                  |                               
|                                                                                                                                                      |                               
|Basic: As reported                                                                                                                                    | $ .03                         
|Pro forma                                                                                                                                             | $ .03                         
|Diluted: As reported                                                                                                                                  | $ .03                         
|Pro forma                                                                                                                                             | $ .03                         
|                                                                                                                                                      |                               



Note 6. Discontinued Operations

During February and March 2003, three packages of Canadian oil and gas properties were
sold for approximately $2.4 million, resulting in a gain of approximately $1.1 million
($655,168 net of tax). In accordance with the provisions of SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets", the results of operations and
gain on sale of these properties have been reflected as discontinued operations. Revenue
from these Canadian oil and gas properties was approximately $147,000 for the three month
period ended March 31, 2003. After the sales, the Companys remaining Canadian asset
is its 50% interest in the Cessford Field located in southern Alberta.



Note 7. Intangible Assets

SFAS No. 141, "Business Combinations" (SFAS 141) and SFAS No. 142,
"Goodwill and Intangible Assets" (SFAS 142) were issued by the FASB in June 2001
and became effective for the Company on July 1, 2001 and January 1, 2002, respectively.
SFAS 141 requires all business combinations initiated after June 30, 2001 to be accounted
for using the purchase method. Additionally, SFAS 141 requires companies to disaggregate
and report separately from goodwill certain intangible assets. SFAS 142 establishes new
guidelines for accounting for goodwill and other intangible assets. Under SFAS 142,
goodwill and certain other intangible assets are not amortized, but rather are reviewed
annually for impairment. One interpretation being considered relative to these standards
is that oil and gas mineral rights held under lease and other contractual arrangements
representing the right to extract such reserves from both undeveloped and developed
leaseholds should be classified separately from oil and gas properties, as intangible
assets on the Companys balance sheets. In addition, the disclosures required by SFAS
141 and 142 relative to intangible assets would be included in the notes to financial
statements. Historically, the Company, like many other oil and gas companies, has included
these oil and gas mineral rights held under lease and other contractual arrangements
representing the right to extract such reserves as part of oil and gas properties, even
after SFAS 141 and 142 became effective.

This interpretation of SFAS 141 and 142 would only affect the Companys balance
sheet classification of oil and gas leaseholds. The Companys results of operations
and cash flows would not be affected, since these oil and gas mineral rights held under
lease and other contractual arrangements representing the right to extract such reserves
would continue to be amortized in accordance with accounting rules for oil and gas
companies provided in SFAS No. 19, "Financial Accounting and Reporting by Oil and Gas
Producing Companies" (SFAS 19).

At March 31, 2004 the Company had net undeveloped leaseholds of approximately
$1,775,000 that would be classified on the Companys balance sheet as
"intangible undeveloped leaseholds" and net developed leaseholds of
approximately $1,995,000 that would be classified as "intangible developed
leaseholds" if the Company applied the interpretation currently being discussed.

The Company will continue to classify its oil and gas mineral rights held under lease
and other contractual rights representing the right to extract such reserves as tangible
oil and gas properties until further guidance is provided.



Note 8. Merger Agreement

On February 2, 2004 the Company announced that it had entered into a definitive merger
agreement with Whiting Petroleum Corporation ("Whiting"). The merger agreement
was entered into on February 1, 2004. The merger agreement provides for a stock-for-stock
merger under which Equity shareholders will receive a fixed exchange ratio of 0.185 shares
of Whiting stock for each share of Equity stock which they own. The merger will result in
Whiting shareholders and Equity shareholders owning approximately 88.4% and 11.6% of the
combined company, respectively. The merger is subject to the approval of shareholders
owning two-thirds of the outstanding Equity shares and other customary closing conditions.
Equity intends to call a special meeting of its shareholders late in the second quarter of
2004 to consider and vote on the merger. The parties expect to complete the merger as soon
as practicable following approval by the Equity shareholders.



ITEM 2



Management's Discussion and Analysis of Financial Condition and Results of Operations

This quarterly report is for the period ended March 31, 2004, and describes our
operations, assets and prospects as of that date. On February 1, 2004, we entered into an
agreement and plan of merger with Whiting Petroleum Corporation "Whiting" and
WPC Equity Acquisition Corp., a wholly owned subsidiary of Whiting, pursuant to which we
will become a wholly-owned subsidiary of Whiting. This transaction is described in more
detail in our joint press release with Whiting attached as an exhibit to our current
report on Form 8-K dated February 2, 2004. See Note 8 to the financial statements
included elsewhere in this report for additional information. Consummation of the merger,
which is subject to customary conditions, including the approval of our shareholders, is
expected to occur late in the second quarter of 2004.



RESULTS OF OPERATIONS

Higher commodity prices for the quarter for both oil and natural gas offset lower
volumes, particularly lower natural gas volumes. During the 2004 first quarter, lower
payments were made pursuant to the Companys hedging program than during the same
period of 2003. Thus the actual received price for both oil and natural gas was higher in
2004 than in 2003. Oil and gas sales were 5% lower in the first quarter of 2004 as
compared to the first quarter of 2003. Total oil and gas sales for the three month period
ended March 31, 2004 were $6,415,600, compared to $6,728,397 during the first quarter of
2003.

The Company recorded net income for the 2004 first quarter of $369,576 or $.03 per
share. This compares to net income for the first quarter of 2003 of $475,727, or $.04 per
share. Costs associated with the proposed merger with Whiting of approximately $580,000 in
the first quarter of 2004 had a significant impact on earnings for the period. Gain from
the sale of certain Canadian properties of approximately $745,000 and the loss
attributable to a cumulative effect of change in accounting method of approximately $1.06
million were included in the first quarter of 2003. There were no similar amounts for
2004.

Oil production in the 2004 first quarter was 140,000 barrels compared to 145,000
barrels in the first quarter of 2003. The decrease is attributable to the normal
production declines of our properties as they mature. Gas production decreased during the
quarter from 898 million cubic feet in the first quarter of 2003 and 712 million cubic
feet in the fourth quarter of 2003 to 605 million cubic feet during the first quarter of
2004. The decline in gas production is attributable to earlier than anticipated depletion
of certain of the Sacramento Basin gas properties acquired in 2002.

The average crude oil price received in the first quarter 2004 was $32.00 per barrel,
compared to $24.88 per barrel received during the same period of 2003. Gas prices also
increased in the first quarter of 2004, averaging $4.83 per Mcf, compared to $3.36 per Mcf
received during the first quarter of 2003. The received prices are calculated net of
payments made under hedging agreements. During the first quarter of 2004, the Company made
payments to the counterparty for natural gas hedges of $588,850 as compared to payments
made during the same period of 2003 of $663,366 on oil hedges and $1,099,079 on natural
gas hedges.

As of March 31, 2004, the Company had a commodity price hedge in place for 5,000 MMBTU
of natural gas per day under a costless collar. The gas hedge has a floor of $3.00 and a
ceiling of $4.43 per MMBTU through April 2004. The fair value of the hedge at March 31,
2004, as computed by the counterparty, was ($144,750). This amount is shown on the balance
sheet as a current liability.

Operating expenses were higher in 2004 than 2003. Lease operating costs increased from
$2,003,716 in 2003 to $2,162,018 in 2004, an 8% increase. The increase is attributable
primarily to higher costs associated with outside vendors for field operating related
services.

Depreciation, depletion and amortization (DD&A) charges during the 2004 quarter
were lower than the amount recorded during the same quarter of 2003. This decrease is
attributable to lower production volumes in the 2004 first quarter when compared to the
same period of 2003.



The decrease in general and administrative expenses is primarily attributable to lower
salary expense, lower insurance costs and lower legal fees not associated with the
proposed merger.

Merger related costs are cost associated with the proposed merger with Whiting. These
costs include investment advisor fees of approximately $270,000, additional legal fees of
approximately $250,000 and fees paid to members of the special committee of the board of
directors of $75,000 for their services rendered.

The decrease in production and exploration overhead is attributable to lower salary
costs for employees.



Lower interest costs in 2004 reflect the lower balance of the debt outstanding under
the Companys credit facility and lower interest rates. The average interest rate on
debt outstanding during the 2004 first quarter was approximately 3.37% as compared to
3.55% for the same period of 2003.

During February and March 2003, three packages of Canadian oil and gas properties were
sold for approximately $2.4 million, resulting in a gain of approximately $1.2 million
($745,209 net of tax). In accordance with the provisions of SFAS 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets", the results of operations and gain
on sale of these properties have been reflected as discontinued operations. Revenue from
these Canadian oil and gas properties was approximately $147,000 for the three month
period ended March 31, 2003. After the sales, the Companys remaining Canadian asset
is its 50% interest in the Cessford Field located in southern Alberta.



CAPITAL RESOURCES AND LIQUIDITY

The Companys cash balances increased 25% from December 31, 2003. The increase is
primarily the result of no payments being made on the credit facility during the quarter
in anticipation of upcoming capital spending requirements and other costs associated with
the proposed merger.

Cash flow from operating activities in the first three months of 2004 increased 17% or
$274,000 from $1,636,345 for the three months ended March 31, 2003 to $1,910,785 for the
three months ended March 31, 2004. The increase is due primarily to changes in working
capital in 2004 as compared to 2003, offset by the impact of deferred taxes.

Investment in property and equipment for the three months ended March 31, 2004 totaled
$665,811 compared to $1,190,261 during the same period of 2003.

Debt outstanding at March 31, 2004 was unchanged from the year-end amount of $29
million. At March 31, 2004, our borrowing base as determined by our bank was $35 million;
thus we had $6.0 million of remaining availability under the current commitment on the
facility, which expires in April 2005.

We believe that existing cash balances, cash flow from operating activities, and funds
available under the Company's credit facility will provide adequate resources to meet our
capital and exploration spending objectives.



OFF BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements.



TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table sets forth payments due by period for contractual obligations as of
March 31, 2004:

|                          | Total       | 0-3 Years  
|------------------------- | ----------- | -----------
|Revolving credit facility | $29,000,000 | $29,000,000
|                          |             |            





> 



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 our current or future financial position
or results of operations.



CRITICAL ACCOUNTING POLICIES

A summary of our significant accounting policies is included in Note 1 of our financial
statements contained in our annual report on Form 10-K for the year ended December 31,
2003. We believe the application of these accounting policies on a consistent basis
enables us to provide financial statement users with useful, reliable and timely
information about our results of operations, financial condition and cash flows.

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make judgements,
estimates and assumptions regarding uncertainties that affect the reported amounts
presented and disclosed in the financial statements. Our management reviews these
estimates and assumptions based on historical experience, changes in business conditions
and other relevant factors that they believe to be reasonable under the circumstances. In
any given reporting period, actual results could differ from the estimates and assumptions
used in preparing our financial statements.

Critical accounting policies are those that may have a material impact on our financial
statements and also require management to exercise significant judgement due to a high
degree of uncertainty at the time the estimate is made. Our senior management has
discussed the development and selection of our accounting policies, related accounting
estimates and the related disclosures with the Audit Committee of our Board of Directors.
We believe our critical accounting policies include those addressing the recoverability
and useful lives of assets, and oil and gas reserve estimates. A summary of our critical
accounting policies is included in the Managements Discussion and Analysis portion
of our annual report on Form 10-K for the year ended December 31, 2003.



FORWARD LOOKING STATEMENTS

This report contains statements that we believe to be "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than historical facts, including, without limitation,
statements regarding our future financial position, business strategy, projected revenues,
earnings, costs, capital expenditures and debt levels, and plans and objectives of
management for future operations, are forward-looking statements. When used in this
report, words such as we "expect," "intend," "plan,"
"estimate," "anticipate," "believe" or "should"
or, the negative thereof or variations thereon or similar terminology, are generally
intended to identify forward-looking statements. Such forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ materially
from those expressed in, or implied by, such statements. Some, but not all, of the risks
and uncertainties include: the uncertainties relating to and consequences of completing a
proposed transaction (described in more detail below) with Whiting Petroleum Corporation
("Whiting"); declines in oil or natural gas prices; our level of success in
exploitation, exploration, development and production activities; our ability to obtain
external capital to finance acquisitions; our ability to identify and complete
acquisitions and to successfully integrate acquired businesses; unforeseen
underperformance of or liabilities associated with acquired properties; inaccuracies of
our reserve estimates or our assumptions underlying them; failure of our properties to
yield oil or natural gas in commercially viable quantities; uninsured or underinsured
losses resulting from our oil and natural gas operations; our inability to access oil and
natural gas markets due to market conditions or operational impediments; the impact and
costs of compliance with laws and regulations governing our oil and natural gas
operations; risks related to our level of indebtedness and periodic redeterminations of
our borrowing base under our credit facility; our ability to replace our oil and natural
gas reserves; any loss of our senior management or technical personnel; competition in the
oil and natural gas industry; and risks arising out of any hedging transactions we have
entered into or may enter into in the future. We assume no obligation, and disclaim any
duty, to update the forward-looking statements in this report.



ITEM 3

Quantitative and Qualitative Disclosures about Market Risk

The primary objective of the following information is to provide forward-looking
quantitative and qualitative information about our potential exposure to market risks. We
are exposed to various market risks, principally fluctuating interest rates and changes in
commodity prices. These risks can impact our results of operations, cash flows and
financial position. We manage these risks through regular operating and financing
activities and periodically use derivative financial instruments such as commodity price
hedging agreements.

The following analysis presents the effect on earnings, cash flows and financial
position as if the hypothetical changes in market risk factors occurred on March 31, 2004.
Only the potential impacts of hypothetical assumptions are analyzed. This analysis does
not consider other possible effects that could impact our business.



Interest rate risk. At March 31, 2004, the amount outstanding under our credit
facility was $29.0 million. The weighted average interest rate for this facility was
3.37%. Assuming constant debt levels, earnings and cash flow impacts for the next twelve
month period from March 31, 2004 due to a one percent change in interest rates would be
approximately $290,000 before taxes.



Commodity price risk. Oil and gas commodity markets are influenced by global as
well as regional supply and demand. Worldwide political events can also impact commodity
prices. Pricing for oil and natural gas production has been volatile and unpredictable for
many years. In accordance with our current lending facility and to hedge exposure to
changing commodity prices, we periodically enter into financial hedge contracts. Hedging
may limit the Companys exposure to adverse price limits. However, hedging also
limits the benefit of price increases and is subject to a number of risks, including
credit risk of the counterparty to the hedge. For additional information, see note 3 to
the financial statements.

The terms of our current credit facility required that not later than thirty days
subsequent to the date of such facility (April 12, 2002) not less than 50% of our
projected monthly production be hedged at price levels and terms acceptable to the lender.
Our current hedging activity satisfies all lender requirements and there are no further
hedging obligations. During 2004, the Company made net payments to the counterparty of
$588,850 under the hedge agreements in place. This amount is netted against our oil and
gas revenue. During the same period of 2003, the Company made net payments of $1,762,445
to the counterparty.

We account for our hedging activity pursuant to SFAS 133, accordingly we include the
fair value of these hedges ($144,750 liability at March 31, 2004) on our balance sheet.
"Fair value" represents the value computed by the counterparty using a financial
modeling technique including a type of Black-Scholes method. As these contracts qualify
and have been designated as cash flow hedges, we determine gains and losses on them
resulting from market price changes at least quarterly and reflect them in accumulated
other comprehensive income (loss) until the period in which the hedge is settled. At that
time, the amount paid to or received from the counterparty is included in oil and gas
revenue. We do not intend to terminate our current commodity hedges prior to their
expiration date.

The hedge we had in place at March 31, 2004 was a costless collar. The Company utilizes
collars that establish a price between a floor and ceiling to hedge oil and natural gas
prices. The table below sets forth our natural gas collar in place at March 31, 2004

|                    |  | Per
    Day
    Mmbtu |  | Average
    Floor
    MMbtu |  | Average
    Ceiling
    MMbtu |  |   | Fair
    Value of
    Financial
    Instrument
    Asset/
    (Liability)
    (thousands)
|------------------- |  | --------------------- |  | --------------------------- |  | ----------------------------- |  | - | -----------------------------------------------------------------------------------------
|                    |  |                       |  |                             |  |                               |  |   |                                                                                          
|                    |  |                       |  |                             |  |                               |  |   |                                                                                          
|Gas                 |  |                       |  |                             |  |                               |  |   |                                                                                          
|04/01/04 - 04/30/04 |  | 5,000                 |  | $ 3.00                      |  | $ 4.43                        |  | $ | (145)                                                                                    
|                    |  |                       |  |                             |  |                               |  |   |                                                                                          







ITEM 4

Controls and Procedures

As of the end of the period covered by this report, the Company's principal executive
officer ("CEO") and principal financial officer ("CFO") carried out an
evaluation of the effectiveness of the Company's disclosure controls and procedures. Based
on those evaluations, the Company's CEO and CFO believe

> (i) that the Company's disclosure controls and procedures are designed to ensure that
>     information required to be disclosed by the Company in the reports it files under the
>     Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the
>     time periods specified in the SEC's rules and forms and that such information is
>     accumulated and communicated to the Company's management, including the CEO and CFO, as
>     appropriate to allow timely decisions regarding required disclosure; and
>     (ii) that the Company's disclosure controls and procedures are effective.

There have been no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's internal controls subsequent to the
evaluation referred to in Item 4, above, nor have there been any corrective actions with
regard to significant deficiencies or material weaknesses.





PART II

OTHER INFORMATION

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





ITEM 6. Exhibits and Reports on Form 8-K

| |     |                                                 |                                                                                                                              
| | --- | ----------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------
| | (b) | Reports on Form 8-K                             |                                                                                                                              
| |     |                                                 |                                                                                                                              
| |     | Filing Date                                     | Contents                                                                                                                     
| |     |                                                 |                                                                                                                              
| |     | February 2, 2004
      
      February 25, 2004 | Press release regarding merger
    with Whiting Petroleum CorporationPress release regarding year-end 2003 financial results.
| |     |                                                 |                                                                                                                              
| | (c) | Exhibits                                        |                                                                                                                              
| |     |                                                 |                                                                                                                              
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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
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|By:               
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|By:               
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|Date: | May 12, 2004
|----- | ------------