UNITED STATES
                                    FORM 10Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended    March 31, 2001
                               ------------------------------
                                       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                           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: 12,679,147



                                        1

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                          ITEM I: Financial Statements


                               EQUITY OIL COMPANY
                             Statement of Operations
               For the three months ended March 31, 2001 and 2000
                                   (Unaudited)

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

REVENUES

         Oil and gas sales ...................       $7,058,260       $5,388,023
         Other ...............................          109,698          750,908
                                                     ----------       ----------

                                                      7,167,958        6,138,931

EXPENSES

         Operating costs .....................        1,775,036        1,642,923
         Depreciation, depletion and
           amortization ......................          950,000        1,025,000
         3D Seismic ..........................             --            191,678
         Exploration .........................          493,682          437,452
         General and administrative ..........          773,692          514,682
         Interest ............................          166,254          339,446
                                                     ----------       ----------

                                                      4,158,664        4,151,181

Income before income taxes ...................        3,009,294        1,987,750

Provision for income taxes ...................        1,098,436          735,000
                                                     ----------       ----------

NET INCOME ...................................       $1,910,858       $1,252,750
                                                     ==========       ==========

Net income per share

         Basic                                             $.15            $ .10
         Diluted                                           $.15            $ .10

Weighted average shares outstanding

         Basic                                       12,661,977       12,643,440
         Diluted                                     13,019,494       12,966,440


        The accompanying notes are an integral part of these statements.

                                        2

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                               EQUITY OIL COMPANY
                                  Balance Sheet
                   as of March 31, 2001 and December 31, 2000

                                                   March  31,    December 31,
ASSETS                                               2001              2000
------                                             ---------        ----------
                                                  (Unaudited)
Current assets:
  Cash and cash equivalents ..............     $   2,726,978      $   2,190,548
  Accounts and advances receivable .......         4,812,523          5,471,937
  Income taxes receivable ................           112,109            107,490
  Deferred income taxes ..................            79,896             79,896
  Other current assets ...................            44,000             58,667
                                               -------------      -------------
                                                   7,775,506          7,908,538

Property and equipment ...................       107,492,087        106,031,805
Less accumulated depreciation,
 depletion and amortization ..............        67,458,445         66,509,569
                                               -------------      -------------
                                                  40,033,642         39,522,236

Other assets .............................           347,152            366,937
                                               -------------      -------------

TOTAL ASSETS .............................     $  48,156,300      $  47,797,711
                                               =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable .......................     $   1,795,958      $   2,303,102
  Accrued liabilities ....................           130,846            189,912
  Income taxes payable ...................         1,109,428            632,435
                                               -------------      -------------
                                                   3,036,232          3,125,449

Revolving credit facility ................         7,000,000          8,500,000
Deferred income taxes ....................         3,588,575          3,588,575
                                               -------------      -------------
                                                  10,588,575         12,088,575
Stockholders' Equity:
  Common stock ...........................        12,843,747         12,819,212
  Paid in capital ........................         3,732,278          3,719,865
  Less cost of treasury stock ............          (528,302)          (528,302)
  Retained earnings ......................        18,483,770         16,572,912
                                               -------------      -------------

                                                  34,531,493         32,583,687
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY ...................     $  48,156,300      $  47,797,711
                                               =============      =============


        The accompanying notes are an integral part of these statements.

                                        3

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                               EQUITY OIL COMPANY
                             Statement of Cash Flows
               For the three months ended March 31, 2001 and 2000
                                   (Unaudited)

                                                        2001            2000
                                                    -----------       ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .................................     $ 1,910,858      $ 1,252,750
  Adjustments
     Depreciation, depletion and
       amortization ..........................         950,000        1,025,000
         (Gain) loss on property sales .......             245         (505,789)
         Change in other assets ..............          19,785           33,217
         Equity loss in
           Symskaya Exploration ..............          23,521           42,363
     Change in deferred income taxes .........            --            585,000
                                                   -----------      -----------
                                                     2,904,409        2,432,541
     Increase (decrease) from changes in:
      Accounts and advances receivable .......         659,414         (211,562)
      Other current assets ...................          14,667          (83,538)
      Accounts payable and accrued
         liabilities .........................        (566,210)         (22,442)
      Income taxes receivable/payable ........         501,322         (152,206)
                                                   -----------      -----------
  Net cash provided
     by operating activities .................       3,513,602        1,962,793
                                                   -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures .......................      (1,461,651)        (426,535)
  Proceeds from property sales ...............            --            513,298
  Change in other assets .....................            --            (50,000)
  Advances to Symskaya Exploration ...........         (23,521)         (42,363)
                                                   -----------      -----------

  Net cash used in investing activities ......      (1,485,172)          (5,600)
                                                   -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Stock Option Proceeds ......................           8,000             --
  Payment of credit facility fee .............            --            (26,136)
  Payments on credit facility ................      (1,500,000)      (1,000,000)
                                                   -----------      -----------

  Net cash used in
          financing activities ...............      (1,492,000)      (1,026,136)
                                                   -----------      -----------

NET INCREASE IN CASH .........................         536,430          931,057

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

CASH AND CASH EQUIVALENTS
  AT END OF PERIOD ...........................     $ 2,726,978      $ 1,937,659
                                                   ===========      ===========

        The accompanying notes are an integral part of these statements.

                                        4

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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. INTERIM FINANCIAL STATEMENTS

     In the  opinion  of the  Company's  management,  the  financial  statements
reflect the  necessary  adjustments,  all of which are of a normal and recurring
nature, to present fairly the financial  position of the Company as of March 31,
2001,  and the results of its  operations and its cash flows for the three month
periods ended March 31, 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.

     The  results  for the three  month  period  ended  March  31,  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,  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  1,755,000  shares of common  stock at
prices of $1.06 to $5.50 per  share  were  outstanding  during  the first  three
months of 2001, 357,517 of which were included in the computation of diluted net
income per share for the  period.  Options to purchase  approximately  1,589,000
shares of common  stock at prices of $1.06 to $5.50 per share  were  outstanding
during the first  three  months of 2000,  323,000 of which were  included in the
computation of net income per share at March 31, 2000.












                                        5

<PAGE>



                                     PART I
                                     ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     Higher gas prices company-wide,  particularly in California,  and continued
strong oil prices  resulted in a 31% increase in oil and gas sales for the first
quarter of 2001.  Total  revenues  for the period were  $7,167,958,  compared to
$6,138,931 during the first quarter of 2000. The Company recorded net income for
the 2001 first quarter of  $1,910,858,  or $.15 per share.  This compares to net
income for the first quarter of 2000 of $1,252,750, or $.10 per share.

     Oil production in the 2001 first quarter was 162,000  barrels,  compared to
170,000 in the same period last year.  The decrease was  attributable  to normal
production  declines as  properties  mature.  Gas  production  decreased  to 412
million  cubic feet in 2001 from 450 million  cubic feet in 2000.  The reduction
was due primarily to the Company's reduced drilling program in California during
1999 and 2000.

     As of January 1, 2001,  the Company had no volumes of oil or gas subject to
hedging agreements.

     The  average  crude  prices  received in the first  quarter  this year were
$24.89 per barrel, compared to $25.40 per barrel received during the same period
of 2000.  Gas  prices  increased  significantly  in the first  quarter  of 2001,
averaging  $7.95 per Mcf,  compared to $2.37 per Mcf  received  during the first
quarter of 2000. Gas prices remain strong but have recently  moderated  slightly
as the  California  supply and demand  problems are becoming more stable and the
cold winter temperatures are moderating.

     Higher operating  expenses,  and administrative  costs were offset by lower
interest  cost and no 3-D  seismic  charges  during  the first  quarter of 2001.
Operating  costs  rose  from  $1,642,923  in  2000 to  $1,775,036  in 2001 an 8%
increase. This increase is a function of higher value-based production taxes due
to the  increased  revenues,  and reduced  portion of  revenues  coming from gas
production which historically has had lower operating costs.

     General  and  administrative  expenses  increased  from 2000 first  quarter
levels.  The increase was due to higher  compensation  and other  administrative
expenses.

                                        6

<PAGE>



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


CAPITAL RESOURCES AND LIQUIDITY

     Improved  financial  results have led to a continued  strengthening  of the
Company's  financial  position at March 31, 2001.  The  Company's  cash balances
increased by 24% from December 31, 2000. Cash flow from operating  activities in
the first  quarter of 2001  increased by more than 79% from  $1,962,793 at March
31, 2000 to $3,513,602 at March 31, 2001.

     Investment  in property  and  equipment  for the first three months of 2001
totaled  $1,461,651,  a 243%  increase  from  the  amount  recorded  during  the
corresponding  three months of 2000.  Approximately  $576,000 of this amount was
for the purchase of producing properties adjacent to the Company's Ashley Valley
field in Utah.  Higher  cash flows in 2001 will allow the Company to continue to
expand its exploration and  exploitation  activities.  The bulk of the Company's
drilling should occur during the third and fourth quarters of the year.

     Higher cash flows  during the quarter  enabled the Company to make  further
reductions  in its long-term  debt.  Debt  outstanding  at March 31, 2001 was $7
million, down $1.5 million from year-end 2000 amounts,  reflecting the Company's
plan of using excess cash flow 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
March 31,  2001,  the Company had $10 million of remaining  availability  on the
facility. The Company is in compliance with all 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.







                                        7

<PAGE>



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.

     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.

                                        8

<PAGE>




                                     PART II

                                OTHER INFORMATION

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

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned there unto duly authorized.

                                                  EQUITY OIL COMPANY
                                                    (Registrant)

DATE:     May 11, 2000             By  /s/ Paul M. Dougan
       ----------------------         ---------------------
                                      Paul M. Dougan, President


DATE:     May 11, 2000             By  /s/ Russell V. Florence
      -----------------------         ------------------------
                                      Russell V. Florence, Treasurer



                                        9

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