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, 2001
                         ------------------------------
                                       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: 12,673,138



<PAGE>



                          ITEM I: Financial Statements



                               EQUITY OIL COMPANY
                            Statement of Operations
                For the Six Months Ended June 30, 2001 and 2000
                                  (Unaudited)



                                                           2001             2000
                                                      ---------        ---------

REVENUES

         Oil and gas sales ...................      $13,449,777      $10,791,419
         Other ...............................          272,373        1,228,520
                                                    -----------      -----------

                                                     13,722,150       12,019,939

EXPENSES

         Operating costs .....................        3,736,407        3,284,518
         Depreciation, depletion and
           amortization ......................        1,920,000        2,000,000
         3-D seismic .........................           24,824          530,793
         Exploration .........................          888,406          871,903
         General and administrative ..........        1,374,924          971,557
         Interest ............................          282,722          614,567
                                                    -----------      -----------

                                                      8,227,283        8,273,338


Income before income taxes ...................        5,494,867        3,746,601

Provision for income taxes ...................        2,115,324        1,385,069
                                                    -----------      -----------

NET INCOME ...................................      $ 3,379,543      $ 2,361,532
                                                    ===========      ===========


Net income per share

         Basic ...............................      $       .27      $       .19
         Diluted .............................      $       .26      $       .18

Weighted average shares outstanding

         Basic ...............................       12,673,138       12,643,440
         Diluted .............................       13,000,425       12,810,911






        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, 2001 and 2000
                                   (Unaudited)



                                                           2001             2000
                                                     ----------        ---------

REVENUES

         Oil and gas sales ...................      $ 6,391,517      $ 5,403,396
         Other ...............................          162,675          477,612
                                                    -----------      -----------

                                                      6,554,192        5,881,008

EXPENSES

         Operating costs .....................        1,961,371        1,641,595
         Depreciation, depletion and
           amortization ......................          970,000          975,000
         3-D seismic .........................           24,824          339,115
         Exploration .........................          394,724          434,451
         General and administrative ..........          601,232          456,875
         Interest ............................          116,468          275,121
                                                    -----------      -----------

                                                      4,068,619        4,122,157

Income before income taxes ...................        2,485,573        1,758,851

Provision for income taxes ...................        1,016,888          650,069
                                                    -----------      -----------

NET INCOME ...................................      $ 1,468,685      $ 1,108,782
                                                    ===========      ===========


Net income per share

         Basic ...............................      $       .12      $       .09
         Diluted .............................      $       .11      $       .09

Weighted average shares outstanding

         Basic ...............................       12,684,177       12,643,440
         Diluted .............................       12,981,790       12,853,717




        The accompanying notes are an integral part of these statements.

                                        3

<PAGE>




                               EQUITY OIL COMPANY
                                  Balance Sheet
                   as of June 30, 2001, and December 31, 2000
                                   (Unaudited)


                                                    June 30,       December 31,
ASSETS                                                  2001               2000
------                                            ----------        -----------

Current assets:
  Cash and cash equivalents ..............     $   2,234,416      $   2,190,548
  Accounts and advances receivable .......         4,352,783          5,471,937
  Income taxes receivable ................           356,084            107,490
  Deferred income taxes ..................            79,896             79,896
  Other current assets ...................            88,343             58,667
                                               -------------      -------------
                                                   7,111,522          7,908,538

Property and equipment ...................       108,591,160        106,031,805
Less accumulated depreciation,
 depletion and amortization ..............        68,427,926         66,509,569
                                               -------------      -------------
                                                  40,163,234         39,522,236

Other assets .............................           327,366            366,937
                                               -------------      -------------

TOTAL ASSETS .............................     $  47,602,122      $  47,797,711
                                               =============      =============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable .......................     $   1,930,980      $   2,303,102
  Accrued liabilities ....................           128,456            189,912
  Income taxes payable ...................           616,492            632,435
                                               -------------      -------------
                                                   2,675,928          3,125,449

Revolving credit facility ................         5,500,000          8,500,000
Deferred income taxes ....................         3,414,617          3,588,575
                                               -------------      -------------
                                                   8,914,617         12,088,575
Stockholders' Equity:
  Common stock ...........................        12,851,661         12,819,212
  Paid in capital ........................         3,735,763          3,719,865
  Less cost of treasury stock ............          (528,302)          (528,302)
  Retained earnings ......................        19,952,455         16,572,912
                                               -------------      -------------

                                                  36,011,577         32,583,687
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ...................     $  47,602,122      $  47,797,711
                                               =============      =============



        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, 2001 and 2000
                                   (Unaudited)

                                                            2001           2000
                                                      ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income ....................................   $ 3,379,543    $ 2,361,532
   Adjustments
     Depreciation, depletion and
       amortization ..............................     1,920,000      2,000,000
     (Gain) loss on
           property dispositions .................           807       (504,082)
  Change in deferred income taxes ................      (173,958)     1,235,000
         Equity loss in
           Symskaya Exploration ..................        52,171         82,959
         Change in other assets ..................        39,571         53,001
                                                     -----------    -----------

   Net cash provided before changes in
      working capital items ......................     5,218,134      5,228,410

   Increase (decrease) from changes in:
       Accounts and advances receivable ..........     1,119,154       (663,289)
       Other current assets ......................       (29,676)       192,560
       Accounts payable and accrued
         liabilities .............................      (433,578)       198,576
       Income taxes receivable/payable ...........      (229,293)      (102,103)
                                                     -----------    -----------
   Net cash provided
     by operating activities .....................     5,644,741      4,854,154
                                                     -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Advances to Symskaya Exploration ..............       (52,171)       (82,959)
   Proceeds from sale of properties ..............          --          513,298
   Change in other assets ........................          --          (50,000)
   Capital expenditures ..........................    (2,561,805)    (1,367,048)
                                                     -----------    -----------
   Net cash used in investing
     activities ..................................    (2,613,976)      (986,709)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Stock option proceeds .........................        13,103           --
   Payment of credit facility fees ...............          --          (26,136)
   Payments on credit facility ...................    (3,000,000)    (2,000,000)
                                                     -----------    -----------
   Net cash used in
      financing activities .......................    (2,986,897)    (2,026,136)
                                                     -----------    -----------

NET INCREASE IN CASH .............................        43,868      1,841,309

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD ........................     2,190,548      1,006,602
                                                     -----------    -----------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD ..............................   $ 2,234,416    $ 2,847,911
                                                     ===========    ===========


        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.  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, 2001,  and the results of
its operations for the three and six month periods ended June 30, 2001 and 2000,
and its cash flows for the six month periods ended June 30, 2001 and 2000.

     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  2000  Annual  Report  on Form  10-K,  and the
Company's Form 10-Q for the first quarter of 2001.

     The results for the three and six month periods ended June 30, 2001 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, potential
common  equivalent  shares  outstanding  during  the  period.  Potential  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  1,793,000  shares of common  stock at
prices of $1.06 to $5.50 per share were  outstanding at June 30, 2001, of which,
297,613 and 327,286 of these options were included in the computation of diluted
earnings per share for the second quarter and first half of 2001,  respectively.
Options to purchase approximately  1,604,000 shares of common stock at prices of
$1.06 to $5.50 per share were  outstanding  at June 30, 2000, of which,  210,000
and 167,000 were included in the computation of diluted net income per share for
the second quarter and first half of 2000, respectively.





                                        6

<PAGE>



                                     PART I

                                     ITEM 2

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

RESULTS OF OPERATIONS

Financial Results

     Continued  strong oil and gas prices  enabled the Company to report  higher
net income in both the first six months and second  quarter of 2001  compared to
the same  periods  of 2000.  During the first six  months of 2001,  the  Company
recorded  net income of  $3,379,543,  or $.27 per basic  share,  compared to net
income of $2,361,532 during the corresponding  period of 2000, or $.19 per basic
share.  Total  revenues of  $13,722,150  were 14% higher than total  revenues of
$12,019,939 recorded in the first half of 2000.

     The  Company  recorded  net  income  in  the  second  quarter  of  2001  of
$1,468,685,  or $.12 per basic share, compared to second quarter 2000 net income
of $1,108,782,  or $.09 per share. Second quarter revenues in 2001 of $6,554,192
were 11% higher than the $5,881,008 reported in the second quarter of 2000.

Operating Results

     Higher commodity prices in the industry have allowed the Company to achieve
record levels of revenue, earnings and cash flow. The downside of high prices is
the  increased  competition  for  projects,  drilling  equipment  and oil  field
services.  In  addition,  the  increased  level of drilling  activity has led to
longer than usual time frames for obtaining the necessary  regulatory permits to
develop projects.

     The Company is actively  pursuing the issuance of the necessary  regulatory
permits and oil field services to drill two  exploratory  wells on the Company's
proprietary  3-D seismic  project which was shot last year over the Beaver Creek
area in North Dakota.  In addition,  during the first half of the year a new 3-D
seismic survey was completed over the Company's Torchlight field in the Big Horn
Basin of Wyoming.  The data is currently  being  evaluated to identify  possible
drill sites.  Also, two 3-D surveys will begin shortly in the Williston Basin of
North  Dakota,  and two  additional  3-D surveys on Company  owned  prospects in
Wyoming are planned for later in the year.

     Gas prices in California remained substantially above the gas price for the
rest of the country in the first half of the year.  Workovers and  recompletions
on existing  wells have somewhat  moderated  the decline in production  from the
Company's Sacramento Basin properties.  Two dry holes were drilled on Sacramento
Basin 3-D seismic surveys during the first half of the year and a third dry hole
was drilled during July at the Company's operated Merlin survey. Currently there
is one more well planned for this year in the Sacramento basin.

                                        7

<PAGE>


     Development drilling has been more successful. During the first half of the
year one gas well was completed in the Siberia Ridge field in southwest Wyoming.
The well, in which Equity has a 50% working interest, went on production in June
at an initial rate of 1.1 MMcf per day. Three  additional  development  wells in
the Siberia  Ridge  field are planned for 2001 with Equity  having a 50% working
interest in two of them and a 100%  working  interest in the third.  Drilling of
these wells is  dependent  on the timely  issuance  of  drilling  permits by the
Bureau of Land Management.  A development oil well has been drilled as a twin to
the Beaver  Creek  #24-15 well in North  Dakota to produce the Duperow  reserves
that were tested in the #24-15 well at a rate of 400 barrels per day.  The well,
in which Equity has a 32.5% working interest,  has been drilled and cased and is
currently  waiting  on a  completion  rig.  Work  continues  on the Big Horn and
Sacramento  basin  workover  programs  in an effort to enhance  production  from
existing properties.

     Although  the Company  remains  optimistic  it will be able to complete the
majority  of its  projects  in the 2001  budget,  the  increased  industry  wide
activity and competition may force some activities to be delayed until necessary
permits can be obtained and equipment secured.  This may result in some projects
being delayed until 2002.


CAPITAL RESOURCES AND LIQUIDITY


     Cash and cash equivalents  totaled  $2,234,416 as of June 30, 2001. Working
capital at June 30, 2001 remained  strong at $4,435,594,  compared to $4,783,089
at  December  31,  2000.  The  Company's  ratio of  current  assets  to  current
liabilities  improved  to 2.66 to 1 at June 30,  2001,  compared to 2.53 to 1 at
December 31, 2000. Cash provided by operating  activities before working capital
changes  remained  constant,  at  $5,228,410  in the first six months of 2000 to
$5,218,134 during the same period of 2001.

     Investment  in  property  and  equipment  for the first six  months of 2001
totaled  $2,561,805,  an 87%  increase  from  the  amount  recorded  during  the
corresponding  six  months  of 2000.  The  bulk of the  Company's  current  year
drilling is planned to take place during the second half of the year.


                                        8

<PAGE>



     Higher  cash flows  enabled  the Company to make  $3,000,000  in  principal
payments on its credit  facility  during the first half of 2001,  reflecting the
Company's  plan of using  these  higher  cash flows to  aggressively  manage its
balance sheet. The Company's  commitment under its credit facility is subject to
a redetermination as of May 1 and November 1 of each year, with estimated future
oil and gas prices used in the  evaluation  determined by the Company's  lender.
The  Company's  current  commitment  under its credit  facility is $17  million.
Accordingly,  as of June 30,  2001,  the Company had $11.5  million of remaining
availability  on the  facility.  The  Company is in  compliance  with all of its
facility covenants.

     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
2001.

COMPARISON OF SECOND QUARTER 2001 WITH SECOND QUARTER 2000

     Continued strong commodity pricing,  particularly gas prices, resulted in a
18%  increase  in oil and gas  revenues  for the second  quarter of 2001.  Total
revenues for the period were $6,554,192,  compared to $5,881,008 during the same
period of 2000.

     Average oil prices  received in the second  quarter were $24.42 per barrel,
compared to $25.03 per barrel in the second  quarter of 2000. Gas prices were up
sharply, averaging $6.51 per Mcf in the second quarter of 2001 compared to $3.08
per Mcf in 2000. Oil production decreased to 159,000 barrels in 2001 compared to
170,000  barrels  during the same  period of 2000.  Gas  production  in the 2001
second  quarter  decreased  to  374,000  Mcf  compared  to  380,000  Mcf  in the
comparable  period last year.  Production  declines are due  primarily to normal
production declines as properties mature.

     Total expenses in 2001 decreased  slightly over 2000 second quarter levels.
Operating costs rose 19% from 2000 levels,  as the Company continues to workover
older  properties and plug old abandoned  wells. In addition,  higher gas prices
resulted in higher value- based production taxes.

     The Company  also  incurred  $339,115  in 3-D  seismic  costs in the second
quarter of 2000 while  incurring  minimal  such costs  during the same period of
2001.  The Company's 3-D seismic  activity in the first half of 2001 was limited
to producing fields and thus capitalized rather than expensed.

     General and administrative  expenses increased 32% from 2000 second quarter
levels.  Two  thirds  of this  increase  is due to  consulting  fees  paid to an
employment  search  firm  related  to the  hiring  of a new  vice  president  of
corporate  development.   The  remaining  increase  is  attributable  to  higher
compensation  and  other  administrative  costs.  Lower  interest  costs in 2001
reflect the lower amount of debt outstanding under the Company's credit facility
and lower interest rates.

                                        9

<PAGE>


COMPARISON OF FIRST HALF 2001 WITH FIRST HALF OF 2000


     Continued  strong  oil  prices  and  higher  gas  prices  have led to a 25%
increase in oil and gas sales for the first half of 2001. Total revenues for the
period were $13,722,150,  compared to $12,019,939 during the first six months of
2000.

     Average oil prices received by the Company in the first six months of 2001,
were $24.99 per barrel,  compared to $25.22 per barrel during the same period of
2000. Average gas prices received during the first six months of 2001 were $6.92
per Mcf, which compared to $2.69 per Mcf during the same period of 2000. Through
the first six months of 2001,  oil  production of 321,000  barrels was down from
2000  production  of 340,000  barrels.  Natural gas  production  decreased  from
830,000 Mcf in 2000 to 786,000 Mcf in 2001.  The  reduction was due primarily to
the natural production decline as the properties mature.

     Included in first half 2000 revenues was $505,000 in non-recurring property
sales  recognized  in the  first  quarter  of the  year.  No such  amounts  were
recognized in 2001. The Company also recognized  gains on the sale of securities
and property  promotions  in 2000.  There were no  securities  gains and minimal
property promotion income in 2001.

     Higher  revenues  were  partially  offset by higher  operating  costs,  and
administrative costs.  Operating costs rose 14% from 2000 levels, as the Company
continues  to  spend  money  on  property  workovers  and  scheduled   necessary
maintenance.  In  addition,  higher gas prices  resulted  in higher  value-based
production taxes.

     The first half of 2000 expenses  include costs  associated with two Company
operated 3-D seismic surveys,  one in the Sacramento Basin of California and one
in North Dakota.  The  Company's 3-D seismic  activity in the first half of 2001
was limited to producing fields and thus capitalized rather than expensed.

     General and administrative  expenses increased from 2000 first half levels.
The increase was due to higher  compensation  costs,  fees paid to an employment
search firm associated with hiring a new vice president of corporate development
and other administrative expenses.



                                       10

<PAGE>



     Lower  interest  costs in 2001 reflect  lower  interest  rates applied to a
reduced amount of debt outstanding under the Company's credit facility.

OTHER ITEMS

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities." SFAS 133, as amended,  establishes methods
of  accounting  for  derivative  financial  instruments  and hedging  activities
related to those  instruments as well as other hedging  activities.  The Company
adopted SFAS No. 133 on January 1, 2001, and the adoption of this  pronouncement
did not have a material impact on the Company's  financial  position and results
of operations.

     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.

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. All subsequent written and oral
forward- looking  statements  attributable to the Company,  or persons acting on
its behalf,  are  expressly  qualified  in their  entirety  by these  cautionary
statements.  The Company disclaims any obligation to update any  forward-looking
statements whether as a result of new information, future events or otherwise.



                                       11

<PAGE>


     Important  factors  that may effect  future  results  include,  but are not
limited to:  drilling  success,  the  availability  of  equipment  and  contract
services,  environmental risks and impediments,  geologic hazards, 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 9, 2001,  shareholders  were
asked to elect Mr. Paul M. Dougan,  and Mr. Douglas W. Brandrup to the staggered
board to serve three year terms expiring in 2004.  Based on the votes  received,
each  director  nominee  was  elected to the  board.  The  following  votes were
recorded for each director.

     Each  director  nominee  received  at least 99% of the shares  voted at the
meeting.

                               Dougan        Brandrup
                            ------------   ------------

Affirmative votes            10,706,851     10,703,661
Withhold authority               45,887         49,077

Item 6.  Exhibits, and Reports on Form 8-K.

     Exhibits.

 (a) The exhibits listed in the accompanying  Exhibit Index are filed
     or incorporated by reference as part of this Report.


 (b) No reports on Form 8-K were filed during the quarter.












                                       12

<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 13, 2001         By /s/ Paul M. Dougan
       ----------------------        ---------------------
                                     Paul M. Dougan, President


DATE:     August 13, 2001         By /s/ Russell V. Florence
       ----------------------        --------------------------
                                     Russell V. Florence, Treasurer,
                                     Principal Accounting Officer

                                       13

<PAGE>


                                 EXHIBIT INDEX

 Exhibit Number                  Exhibit Title

10.1       Change in Control Compensation Agreement for David P. Donegan.


                    CHANGE IN CONTROL COMPENSATION AGREEMENT

     This  Agreement,  dated as of the 1st day of June,  2001 between Equity Oil
Company, ("Equity"), and David P. Donegan (the "Executive").

     The  Compensation  Committee  of the  Board  of  Directors  of  Equity  has
recommended,  and the Board of Directors  has  approved,  that Equity enter into
agreements,  providing  for  compensation  under certain  circumstances  after a
change in control,  with key executives of Equity and its  subsidiaries  who are
from time to time designated by the Compensation Committee;

     Executive  is a key  executive  of  Equity  and has  been  selected  by the
Compensation Committee to enter into this Agreement;

     Should  Equity  become  subject to any  proposed  or  threatened  Change in
Control  (as  defined  below),  the Board of  Directors  of Equity  believes  it
imperative that Equity and the Board of Directors be able to rely upon Executive
to  continue in his  position,  and that Equity be able to receive and rely upon
his  advice,  if  requested,  as  to  the  best  interests  of  Equity  and  its
stockholders  without  concern  that he  might  be  distracted  by the  personal
uncertainties and risks created by such a proposal or threat; and

     Should Equity receive any such proposal, in addition to Executive's regular
duties,  he may be called upon to assist in the  assessment  of such  proposals,
advise  management  and the Board of Directors as to whether such proposal would
be in the best interests of Equity and its stockholders,  and to take such other
actions above and beyond his regular  duties as the Board might  determine to be
appropriate;

     NOW, THEREFORE, to assure Equity that it will have the continued dedication
of Executive and the availability of his advice and counsel  notwithstanding the
possibility,  threat or  occurrence of an effort to take over control of Equity,
and to induce Executive to remain in the employ of Equity and for other good and
valuable consideration, Equity and Executive agree as follows:


     1. Services  During  Certain  Events.  In the event a third person begins a
tender or exchange  offer,  circulates a proxy to  stockholders,  or takes other
steps to effect a Change in Control (as defined below), Executive agrees that he
will not voluntarily  leave the employ of Equity on less than six months written
notice to the  Chairman  of the Board of Equity,  and will  render the  services
expected of the shareholders of Equity,  until the third person has abandoned or
terminated  its  efforts  to  effect  a  Change  in  Control  or for six  months
subsequent  to the  occurrence  of a Change in Control in order to facilitate an
orderly transition.

     2. Termination Following Change in Control. Except as provided in Section 4
below,  Equity will provide or cause to be provided to Executive  the rights and
benefits  described in Section 3 below in the event that Executive's  employment
is terminated at any time within two (2) years following a Change in Control (as
such term is defined in this Section 2) under the circumstances stated in (a) or
(b) below.


     (a) for reasons  other than for "cause" (as such term is defined in Section
4  hereof)  or other  than as a  consequence  of  Executive's  death,  permanent
disability or voluntary retirement.

     (b) by Executive following the occurrence of any of the following events:

          (i) a substantial reduction in Executive's duties or responsibilities;

          (ii) the reduction of  Executive's  annual base salary,  including any
          deferred portions of it;

          (iii) the transfer of  Executive  to a location  requiring a change in
          his residence or a material  increase in the amount of travel normally
          required of Executive in connection with his employment; or

          If a Change in Control  shall  occur  prior to or during  any  renewal
          term, as set forth in Section 6 below,  Executive shall be entitled to
          the  rights  and  benefits  provided  for in this  Section 2  notwith-
          standing any other provisions to the contrary in this Agreement.

          For purposes of this  agreement,  a "change in control of the company"
          means a change in control of a nature  that  would be  required  to be
          reported in response to Item 6(e) of Schedule  14A of  Regulation  14A
          promulgated under the Securities  Exchange Act of 1934; provided that,
          without  limitation,  such a change in control shall be deemed to have
          occurred if:

          (A) any "person" (as such term is used in Sections  13(d) and 14(d) of
          the  Securities  Exchange  Act of 1934)  other than the company or any
          person who on the date  hereof is a director or officer of the company
          is or becomes the beneficial owner (as defined in Rule 13d-3 under the
          Securities Exchange Act of 1934) directly or indirectly, of securities
          of the company representing 20 percent of the combined voting power of
          the company's then outstanding securities; or (B) there is a merger or
          consolidation  of the Company in which the Company does not survive as
          an independent  public  company;  or (C) the business or businesses of
          the Company for which your  services  are  principally  performed  are
          disposed  of  by  the  Company  pursuant  to  a  partial  or  complete
          liquidation  of the  Company,  a sale of  assets  of the  Company,  or
          otherwise.

     3. Rights and Benefits Upon Termination. In the event of the termination of
Executive's  employment  under any of the  circumstances  set forth in Section 2
hereof  ("Termination"),  Equity  agrees to provide or cause to be  provided  to
Executive the following rights and benefits:

     (a) Salary and Other Payments at  Termination.  Executive shall be entitled
to receive  payment in cash in the amount of two (2) times  Executive's  average
Annual  Earnings  (as such term is  defined  in this  Section  3(a)),  which for
purposes of this Agreement  shall be deemed to be the "base amount" as that term
is defined in Section  280G of the  Internal  Revenue  Code of 1986,  as amended
during the most recent  five-year fiscal periods (or the period during which the
Executive  has been employed by Equity or any of its  subsidiaries  if less than
five  years).  However,  if such  amount  exceeds  limits  provided  in the then
existing  provisions  of the  Internal  Revenue Code for the  imposition  of tax
penalties on such  payments,  the amount shall be reduced to the highest  amount
allowed to avoid such penalties.

     For purposes of this  Agreement,  "Annual  Earnings" shall mean the amounts
earned  by  Executive   for  personal   service   rendered  to  Equity  and  its
subsidiaries,  as reportable on Treasury Department Form W-2, including bonuses,
if any, paid or accrued to Executive for the most recently  ended  calendar year
prior  to the  date of  Termination.  Earnings  shall  not  include  any  income
attributable  to grants of and dividends on shares awarded  (whether as options,
stock appreciation rights,  restricted stock or any other form) under the Equity
1993 and 2000 Stock Option Plan or Incentive  Stock Option Plan or any successor
thereto.

     (b) Plan Benefits under Equity's Profit Sharing Plan.  Except to the extent
expressly  Prohibited  by  any  applicable  law  or  regulation,   any  and  all
restrictions,  vesting  schedules or Schedule of exercise provided in the Equity
Profit Sharing  Retirement Plan (or any successor to it) shall immediately lapse
and Executive shall be entitled  immediately to receive all benefits  previously
granted him under that plan.

     (c) Insurance and Other  Special  Benefits.  For a period of two (2) years,
Executive shall continue to be covered by the life insurance, medical insurance,
and accident and disability  insurance  plans of Equity and its  subsidiaries or
any successor plan or program in effect at or after Termination for employees in
the same class or category as was Executive prior to his Termination, subject to
the terms of such plans and to Executive's making any payments therefor required
of  employees  in the  same  class or  category  as was  Executive  prior to his
Termination.  In the event  Executive is ineligible to continue to be so covered
under the terms of any such benefit plan or program,  or, in the event Executive
is eligible but the  benefits  applicable  to  Executive  under any such plan or
program  after  Termination  are not  substantially  equivalent  to the benefits
applicable to Executive immediately prior to Termination,  then, for a period of
two (2) years, Equity shall provide such substantially  equivalent benefits,  or
such additional  benefits as may be necessary to make the benefits applicable to
Executive  substantially  equivalent  to those  in  effect  before  Termination,
through other sources;  provided,  however, that if during such period Executive
should  enter  into  the  employ  of  another   company  or  firm,   Executive's
participation  in the comparable  benefit  provided by Equity either directly or
through such other  sources  shall cease.  Nothing  contained in this  paragraph
shall be deemed  to  require  or permit  termination  or  restriction  of any of
Executive's  coverage  under  any  plan  or  program  of  Equity,  or any of its
subsidiaries  or any  successor  plan or program  thereto to which  Executive is
entitled under the terms of such plan.

     (d) Other  Benefit  Plans.  The specific  arrangements  referred to in this
Section 3 are not intended to exclude Executive's Participation in other benefit
plans in which  Executive  currently  participates  or which  are or may  become
available to executive personnel generally in the class or category of Executive
or to preclude other  compensation or benefits as may be authorized by the Board
of Directors from time to time.

     (e) No Duty to Mitigate.  Executive's  entitlement  to benefits  under this
plan  shall not be  governed  by any duty to  mitigate  his  damages  by seeking
further  employment  nor offset by any  compensation  which he may receive  from
future employment.

     (f) Payment Obligations Absolute. Unless Section 4 is applicable,  Equity's
obligation  to pay or cause to be paid to Executive the benefits and to make the
arrangements  provided in this Section 3 shall be absolute and unconditional and
shall not be affected by any circumstances,  including without  limitation,  any
set off, counterclaim, recoupment, defense or other right, which Equity may have
against him or anyone else. All amounts  payable by or on behalf of Equity under
this  agreement  shall,  unless  specifically  stated  to the  contrary  in this
agreement,  be paid  without  notice  or  demand.  Each and every  payment  made
hereunder  by or on  behalf  of  Equity  shall  be  final  and  Equity  and  its
subsidiaries  shall not, for any reason  whatsoever,  seek to recover all or any
part of such payment from Executive or from whomever shall be entitled thereto.

     4. Conditions to the Obligations of Equity. Equity shall have no obligation
to  provide  or cause to be  provided  to  Executive  the  rights  and  benefits
described in Section 3 hereof if either of the following events shall occur:

     (a)  Termination  for  Cause.  If  Executive  engages  in serious or wilful
misconduct  which  is  detrimental  to the  Company  or its  shareholders  or is
convicted of a felony.

     (b) Resignation as Director or Officer.  If executive shall fail,  promptly
after  Termination and upon receiving a written request to do so, to resign as a
director and/or officer of Equity and each subsidiary and affiliate of Equity of
which he is then serving as a director and/or officer.

     5. Cooperation.  Executive agrees that, at all times following Termination,
he will furnish such  information  and render such assistance and cooperation as
may  reasonably  be  requested  in  connection  with  any  litigation  or  legal
proceedings  concerning Equity or any of its subsidiaries  (other than any legal
proceedings  concerning  Executive's   employment).   In  connection  with  such
cooperation,  Equity will pay or reimburse Executive for all reasonable expenses
incurred in cooperating with such requests.


     6. Term of Agreement.  Subject to Section 2 hereof,  this  Agreement  shall
terminate on December 31, 2001;  provided,  however,  that this Agreement  shall
automatically  renew  for  successive  one-year  terms  unless  Equity  notifies
Executive in writing at least 60 days prior to the expiration  date that it does
not desire to renew the Agreement for an additional term; and provided  further,
however,  that such notice  shall not be given and if given shall have no effect
(i) within two (2) years  after a Change in Control or (ii) during any period of
time when Equity has reason to believe  that any third person has begun a tender
or exchange offer,  circulated a proxy to stockholders,  or taken other steps or
formulated plans to effect a Change in Control, such period of time to end when,
in the opinion of the Compensation Committee,  the third person has abandoned or
terminated his efforts or plans to effect a Change in Control.

     7.  Expenses.  Equity  shall pay or reimburse  Executive  for all costs and
expenses,  including,  without  limitation,  court  costs and  attorneys'  fees,
incurred  by  Executive  as a result  of any  claim,  action  or  proceeding  by
Executive  against  Equity  arising  out of,  or  challenging  the  validity  or
enforceability of, this Agreement or any provision of this agreement.

     8. Miscellaneous.

     (a) Assignment. No right, benefit or interest under this agreement shall be
subject to assignment,  anticipation,  alienation,  sale,  encumbrance,  charge,
pledge, hypothecation or set-off in respect of any claim, debt or obligation, or
to execution,  attachment,  levy or similar  process;  provided,  however,  that
Executive may assign any right, benefit or interest under this agreement if such
assignment  is  permitted  under the terms of any plan or policy of insurance or
annuity contract governing such right, benefit or interest.

     (b) Construction of Agreement. Nothing in this Agreement shall be construed
to  amend  any  provision  of any  plan  or  policy  of  Equity  other  than  as
specifically  stated  here.  This  Agreement  is not,  and nothing here shall be
deemed to create an employment  contract between  Executive and Equity or any of
its subsidiaries. Executive acknowledges that the rights of Equity employing him
to change or reduce at any time and from time to time his  compensation,  title,
responsibilities,  location and all other aspects of the employment relationship
or to discharge him prior to a Change in Control shall remain wholly  unaffected
by the provisions of this Agreement. No waiver by either party to this Agreement
at any time of any breach by the other party to this agreement, or noncompliance
with any condition or provision of this  Agreement to be performed by such other
party shall be deemed a waiver of that or of any  provision or  condition.  This
Agreement  sets forth the entire  agreement  of the parties here on the subjects
addressed here and no agreements or  representations  express or implied on such
subjects  have been made by either  party which are not set forth  expressly  in
this Agreement.

     (c)  Amendment.  This  Agreement  may not be amended,  modified or canceled
except by written agreement of the parties.

     (d)  Waiver.  No  provision  of this  Agreement  may be waived  except by a
writing signed by the party to be bound thereby.

     (e)  Severability.  In the event  that any  provision  or  portion  of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions of this Agreement shall remain in full force and effect to
the fullest extent permitted by law.

     (f)  Successors.  This  Agreement  shall be  binding  upon and inure to the
benefit of Executive and his personal  representative  and heirs, and Equity and
any successor organization or organizations which shall succeed to substantially
all of the  business  and  property  of  Equity  whether  by  means  of  merger,
consolidation,  acquisition  of  substantially  all of the  assets  of Equity or
otherwise,  including  by  operation  of  law.  References  here to  duties  and
obligations  of Equity  following a Change in Control are binding upon and shall
be the joint and  several  liability  of Equity or any  successor  of it and all
subsidiaries of Equity and any successors of any of them.

     (g) Taxes.  Any payment or delivery  required under this Agreement shall be
subject to all  requirements  of the law with  regard to  withholding  of taxes,
filing, making of reports and the like, and Equity shall use its best efforts to
satisfy promptly all such requirements.

     (h) Governing Law. This Agreement shall be governed by the law of the State
of Colorado.

     IN WITNESS, the parties have executed this Agreement as of the day and year
first above written.




Date: June 1, 2001                     David P. Donegan
                                       Executive



                                       EQUITY OIL COMPANY



Date: June 1, 2001                     W. Durand Eppler
                                       Chairman, Compensation Committee of the
                                       Board of Directors of Equity Oil Company