RESTATED
                           ARTICLES OF INCORPORATION
                                       OF
                               EQUITY OIL COMPANY

     Pursuant to the laws of Colorado, the undersigned  corporation,  Equity Oil
Company  hereby  adopts the following  Restated  Articles of  Incorporation  and
certifies (1) that the Articles of  Incorporation  restated herein correctly set
forth the provisions of the Articles of Incorporation as heretofore  amended and
supersede the original  Articles of  Incorporation  of the  corporation  and all
amendments  thereto,  and (2) the Articles of  Incorporation  as restated herein
were duly adopted by the board of directors  of the  corporation  on January 25,
1996.  Shareholder  approval  was  not  required:

                                   ARTICLE I

     The name of the corporation shall be Equity Oil Company.

                                   ARTICLE II

     The purpose for which the corporation is organized shall be the transaction
of all lawful business for which  corporations  may be incorporated  pursuant to
the Colorado  Corporation Code. It is the express intent of the stockholders and
Directors that the business  purposes of this  corporation  shall not be limited
except as  provided  by  Colorado  law.  By way of  example,  and not in any way
limiting  the  purpose  of the  corporation,  it may engage in the  business  of
exploration,  development,  research,  production and marketing of oil, gas, and
minerals,  in all their natural or artificial forms and any and all products and
by-products derived therefrom.

                                  ARTICLE III

     The authorized capital of this corporation shall be $25,000,000  consisting
of 25,000,000 shares of the par value of One ($1.00) Dollar per share. The stock
of this  corporation  shall be  non-assessable.  Cumulative  voting shall not be
allowed in the election of Directors and preemptive  rights of the  stockholders
are denied.

                                   ARTICLE IV

     The term of existence of this corporation is perpetual.

                                   ARTICLE V

     a. Number,  election and terms. The business and affairs of the Corporation
shall be managed  by a Board of  Directors  consisting  of not less than six nor
more than nine  persons.  The exact number of  directors  within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by the Board of Directors pursuant to a resolution adopted by a majority
of the entire Board of Directors.  At the 1983 Annual  Meeting of  Shareholders,
the directors shall be divided into three classes,  as nearly equal in number as
possible,  with the term of  office  of the  first  class to  expire at the 1984
Annual Meeting of Shareholders, the term of office of the second class to expire
at the 1985 Annual Meeting of  Shareholders  and the term of office of the third
class to expire at the 1986  Annual  Meeting  of  Shareholders.  At each  Annual
Meeting of  Shareholders  following  such initial  classification  and election,
directors elected to succeed those directors whose terms expire shall be elected
for a term of  office  to  expire at the  third  succeeding  Annual  Meeting  of
Shareholders after their election. b. Newly created directorships and vacancies.
Vacancies  in  the  Board  of  Directors  resulting  from  death,   resignation,
retirement,  disqualification,  removal from office or other cause may be filled
by a majority vote of the directors then in office, though less than a quorum of
the Board of Directors.  A director elected by the Board to fill a vacancy shall
be elected for the unexpired term of his  predecessor in office.  Subject to the
rights of the holders of any series of preferred stock then  outstanding,  newly
created  directorships  resulting from any increase in the authorized  number of
directors shall be filled by the affirmative vote of a majority of the directors
then in office or by an election at an annual meeting or at a special meeting of
shareholders  called  for that  purpose.  A  director  chosen to fill a position
resulting  from an increase in number of  directors  shall hold office until the
next annual meeting of stockholders and until his successor has been elected and
qualified.  No decrease  in the number of  directors  constituting  the Board of
Directors shall shorten the term of any incumbent director. c. Removal.  Subject
to the rights of the holders of any series of Preferred Stock then  outstanding,
any director,  or the entire Board of  Directors,  may be removed from office at
any time, but only by the affirmative vote of the holders of at least 80% of the
voting  power of all the  shares  of the  Corporation  entitled  to vote for the
election of directors.  d.  Amendment,  repeal,  etc.  Notwithstanding  anything
contained in these Articles of Amendment to the contrary,  the affirmative  vote
of the  holders  of at least 80% of the  voting  power of all the  shares of the
Corporation  entitled to vote for the election of directors shall be required to
amend, modify or repeal, this Article V.

                                   ARTICLE VI

     This  corporation  shall  maintain  an  office  as its  principal  place of
business in Salt Lake City, Utah.

                                  ARTICLE VII

     To the full extent permitted by the laws of Colorado,  as the same exist or
may hereafter be amended,  a director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director.  Any repeal or modification of this Article by the
shareholders  of the  corporation  shall  be  prospective  only  and  shall  not
adversely  affect  any right or  protection  of a  director  of the  corporation
existing at the time of such repeal or modification.

                                  ARTICLE VIII

SECTION 1.  VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.

     A.  Higher  Vote for  Certain  Business  Combinations.  In  addition to any
affirmative vote required by law or these Articles of Incorporation,  and except
as otherwise expressly provided in section 2 of this Article VIII:

     (i) any merger or  consolidation  of the  Corporation or any Subsidiary (as
hereinafter  defined)  with  (a)  any  Interested  Stockholder  (as  hereinafter
defined)  or (b) any other  corporation  (whether  or not  itself an  Interested
Stockholder)  which  is, or after  such  merger  or  consolidation  would be, an
Affiliate (as hereinafter defined) of an Interested Stockholder; or

     (ii)  any  sale,  lease,  exchange,  mortgage,  pledge,  transfer  or other
disposition  (in one  transaction  or a series of  transactions)  to or with any
Interested  Stockholder  or any Affiliate of any  Interested  Stockholder of any
assets of the  Corporation  or any  Subsidiary  having an aggregate  Fair Market
Value (as hereinafter defined) of $1,000,000 or more; or

     (iii) the issuance or transfer of by the  Corporation or any Subsidiary (in
one  transaction  or  a  series  of  transactions)  of  any  securities  of  the
Corporation or any Subsidiary to any Interested  Stockholder or any Affiliate of
any Interested  Stockholder  in exchange for cash,  securities or other property
(or a combination  thereof)  having an aggregate Fair Market Value of $1,000,000
or more; or

     (iv)  the  adoption  of  any  plan  or  proposal  for  the  liquidation  or
dissolution  of  the  Corporation  proposed  by or on  behalf  of an  Interested
Stockholder or any Affiliate of any Interested Stockholder; or

     (v) any reclassification of securities (including any reverse stock split),
or  recapitalization  of the Corporation,  or any merger or consolidation of the
Corporation  with any of its Subsidiaries or any other  transaction  (whether or
not with or into or otherwise involving an Interested Stockholder) which has the
effect,  directly or indirectly,  of increasing the  proportionate  share of the
outstanding  shares  of any class of equity  or  convertible  securities  of the
Corporation  or any  Subsidiary  which is  directly or  indirectly  owned by any
Interested  Stockholder  or any Affiliate of any Interested  Stockholder;  Shall
require the affirmative  vote of the holders of at least 80% of the voting power
of the then outstanding  shares of capital stock of the Corporation  entitled to
vote  generally  in the  election of  directors  (the  "Voting  Stock"),  voting
together  as  a  single  class.   Such   affirmative   vote  shall  be  required
notwithstanding  the  fact  that  no vote  may be  required,  or  that a  lesser
percentage  may be  specified,  by law or in any  agreement  with  any  national
securities exchange or otherwise.

     B. Definition of "Business Combination". The term "Business Combination" as
used in this Article VIII shall mean any  transaction or series of  transactions
which is referred to in any one or more of clauses (i) through (v) of  paragraph
A of this section 1.

     SECTION 2. WHEN HIGHER VOTE IS NOT REQUIRED. The provisions of Section 1 of
this  Article  VIII  shall  not  be  applicable  to  any   particular   Business
Combination,  and such Business  Combination shall require only such affirmative
vote  as is  required  by law and any  other  provision  of  these  Articles  of
Incorporation,  if all of the  conditions  specified in either of the  following
paragraphs A and B are met:

     A. Approval by Continuing  Directors.  The Business  Combination shall have
been  approved  by a  majority  of  the  Continuing  Directors  (as  hereinafter
defined).

     B. Price and Procedure Requirements.  All of the following conditions shall
have been met.

     (i) The  aggregate  amount  of the  cash  and the  Fair  Market  Value  (as
hereinafter  defined)  as of the  date  of  the  consummation  of  the  Business
Combination of consideration other than cash to be received per share by holders
of Common  Stock in such  Business  Combination  shall be at least  equal to the
highest of the following:

     (a) (if  applicable)  the highest per share price  (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder  for any  shares of  Common  Stock  acquired  by it (1)  within  the
two-year  period  immediately  prior to the  first  public  announcement  of the
proposal of the Business  Combination  (the  "Announcement  Date") or (2) in the
transaction in which it became an Interested Stockholder, whichever is higher;

     (b) the Fair  Market  Value per share of Common  Stock on the day after the
Announcement Date or on the date on which the Interested  Stockholder  became an
Interested  Stockholder (such latter date is referred to in this Article VIII as
the "Determination Date"), whichever is higher;

     (c) (if  applicable) the price per share equal to the Fair Market Value per
share of Common Stock determined pursuant to paragraph B(i)(b) above, multiplied
by the  ratio of (1) the  highest  per  share  price  (including  any  brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder  for any shares of Common  Stock  acquired by it within the two-year
period  immediately  prior to the Announcement Date to (2) the Fair Market Value
per share of Common  Stock on the first day in such  two-year  period upon which
the Interested Stockholder acquired any shares of Common Stock.

     (ii) The  aggregate  amount of the cash and the Fair Market Value as of the
date of the consummation of the Business Combination of consideration other than
cash to be  received  per share by  holders  of  shares  of any  other  class of
outstanding Voting Stock (other than Institutional  Voting Stock, as hereinafter
defined)  shall be at least  equal to the  highest  of the  following  (it being
intended that the  requirements  of this paragraph B(ii) shall be required to be
met with  respect  to every  class  of  outstanding  Voting  Stock  (other  than
Institutional  Voting  Stock),  whether or not the  Interested  Stockholder  has
previously acquired any shares of a particular class of Voting Stock):

     (a) (if  applicable)  the highest per share price  (including any brokerage
commissions, transfer taxes and soliciting dealers' fees) paid by the Interested
Stockholder  for any shares of such  class of Voting  Stock  acquired  by it (1)
within the two-year period  immediately  prior to the day after the Announcement
Date or (2) in the  transaction  in which it became an  Interested  Stockholder,
whichever is higher;

     (b) (if applicable) the highest  preferential amount per share to which the
holders of shares of such class of Voting Stock are entitled in the event of any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation;

     (c) the Fair  Market  Value per share of such class of Voting  Stock on the
day after the  Announcement  Date or on the  Determination  Date,  whichever  is
higher; and

     (d) (if  applicable) the price per share equal to the Fair Market Value per
share of such class of Voting Stock  determined  pursuant to paragraph  B(ii)(c)
above, multiplied by the ratio of (1) the highest per share price (including any
brokerage commissions,  transfer taxes and soliciting dealers' fees) paid by the
Interested  Stockholder for any shares of such class of Voting Stock acquired by
it within the two-year period  immediately prior to the Announcement Date to (2)
the Fair Market  Value per share of such class of Voting  Stock on the first day
in such  two-year  period upon which the  Interested  Stockholder  acquired  any
shares of such class of Voting Stock.

     (iii) The  consideration to be received by holders of a particular class of
outstanding  Voting Stock  (including  Common  Stock) shall be in cash or in the
same form as the Interested  Stockholder  has previously paid for shares of such
class of Voting Stock. If the Interested  Stockholder has paid for shares of any
class  of  Voting  Stock  with  varying  forms  of  consideration,  the  form of
consideration  for such class of Voting  Stock  shall be either cash or the form
used to  acquire  the  largest  number of shares of such  class of Voting  Stock
previously acquired by it.

     (iv) After such Interested Stockholder has become an Interested Stockholder
and  prior to the  consummation  of such  Business  Combination:  (a)  except as
approved by a majority  of the  Continuing  Directors,  there shall have been no
failure to declare  and pay at the  regular  date  therefor  any full  quarterly
dividends  (whether or not  cumulative) on the outstanding  Preferred  Stock, if
any;  (b) there shall have been (1) no reduction in the annual rate of dividends
paid on the Common Stock (except as necessary to reflect any  subdivision of the
Common Stock), except as approved by a majority of the Continuing Directors, and
(2) an increase in such annual rate of  dividends  as  necessary  to reflect any
reclassification   (including   any  reverse  stock  split),   recapitalization,
reorganization  or any similar  transaction which has the effect of reducing the
number of  outstanding  shares of the Common  Stock,  unless  the  failure so to
increase such annual rate is approved by a majority of the Continuing Directors;
and (c) such Interested  Stockholder  shall have not become the beneficial owner
of any additional shares of Voting Stock except as part of the transaction which
results in such interested Stockholder becoming an Interested Stockholder.

     (v) After such Interested Stockholder has become an Interested Stockholder,
such  Interested  Stockholder  shall not have received the benefit,  directly or
indirectly  (except  proportionately  as stockholder),  of any loans,  advances,
guarantees,  pledges or other  financial  assistance or any tax credits or other
tax advantages  provided by the  Corporation,  whether in  anticipation of or in
connection with such Business Combination or otherwise.

     (vi) A proxy or  information  statement  describing  the proposed  Business
Combination and complying with the  requirements of the Securities  Exchange Act
of 1934 and the rules and regulations  thereunder (or any subsequent  provisions
replacing such Act, rules or regulations) shall be mailed to public stockholders
of the  Corporation at lease 30 days prior to the  consummation of such Business
Combination  (whether or not such proxy or information  statement is required to
be mailed pursuant to such Act or subsequent provisions).

     SECTION 3. CERTAIN DEFINITIONS. For the purposes of this Article VIII:

     1. A "person" shall mean any individual, firm, corporation or other entity.

     2.  "Interested   Stockholder"  shall  mean  any  person  (other  than  the
Corporation or any Subsidiary) who or which:

     (i) is the beneficial  owner,  directly or indirectly,  of more than 10% of
the voting power of the outstanding Voting Stock; or

     (ii) is an Affiliate of the Corporation and at any time within the two-year
period  immediately  prior to the date in  question  was the  beneficial  owner,
directly  or  indirectly,  of 10%  or  more  of the  voting  power  of the  then
outstanding Voting Stock; or

     (iii) is an assignee of or has otherwise  succeeded to any shares of Voting
Stock which were at any time within the two-year period immediately prior to the
date in  question  beneficially  owned by any  Interested  Stockholder,  if such
assignment or succession  shall have occurred in the course of a transaction  or
series of transactions not involving a public offering within the meaning of the
Securities Act of 1933. C. A person shall be a "beneficial  owner" of any Voting
Stock:  (i)  which  such  person  or any of its  Affiliates  or  Associates  (as
hereinafter  defined)  beneficially owns, directly or indirectly;  or (ii) which
such person or any of its  Affiliates or Associates has (a) the right to acquire
(whether  such right is  exercisable  immediately  or only after the  passage of
time),  pursuant to any  agreement,  arrangement  or  understanding  or upon the
exercise  of  conversion  rights,  exchange  rights,  warrants  or  options,  or
otherwise,  or (b) the right to vote pursuant to any  agreement,  arrangement or
understanding; or (iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its  Affiliates  or Associates
has any agreement,  arrangement or  understanding  for the purpose of acquiring,
holding,  voting or disposing of any shares of Voting Stock. D. For the purposes
of  determining  whether  a person  is an  Interested  Stockholder  pursuant  to
paragraph B of this Section 3, the number of shares of Voting Stock deemed to be
outstanding shall include shares deemed owned through application of paragraph C
of this  Section 3 but shall not include any other  shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise. E. "Affiliate"
or "Associate" shall have the respective meanings ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities  Exchange Act of
1934, as in effect on January 1, 1983. F. "Subsidiary"  means any corporation of
which a  majority  of any  class  of  equity  security  is  owned,  directly  or
indirectly, by the Corporation;  provided, however, that for the purposes of the
definition of Interested Stockholder set forth in paragraph B of this section 3,
the term "Subsidiary"  shall mean only a corporation of which a majority of each
class of equity security is owned,  directly or indirectly,  by the Corporation.
G.  "Continuing  Director"  means any  member of the Board of  Directors  of the
Corporation  (the "Board") who is unaffiliated  with the Interested  Stockholder
and was a member of the Board prior to the time that the Interested  Stockholder
became an  Interested  Stockholder  and is  recommended  to succeed a Continuing
Director  by a majority  of  Continuing  Directors  then on the Board.  H. "Fair
Market Value  means:  (i) in the case of stock,  the highest  closing sale price
during the 30-day period  immediately  preceding the date in question of a share
of such stock on the Composite Tape for New York Stock  Exchange-Listed  Stocks,
or, if such stock is not  quoted on the  Composite  Tape,  on the New York Stock
Exchange,  or, if such stock is not listed on such  Exchange,  on the  principle
United States securities  exchange  registered under the Securities Exchange Act
of 1934 on which such  stock is  listed,  or, if such stock is not listed on any
such exchange, the highest closing bid quotation with respect to a share of such
stock during the 30-day  period  preceding  the date in question on the National
Association of Securities  Dealers,  Inc.,  Automated  Quotations  System or any
system  then in use, or if no such  quotations  are  available,  the fair market
value  on the date in  question  of a share of such  stock  as  determined  by a
majority of the  Continuing  Directors;  and (ii) in the case of property  other
than  cash or  stock,  the fair  market  value of such  property  on the date in
question  as  determined  by  a  majority  of  the  Continuing   Directors.   I.
"Institutional  Voting  Stock"  shall mean any class of Voting  Stock  which was
issued to and  continues to be held solely by one or more  insurance  companies,
pensions  funds,   commercial   banks,   savings  banks  or  similar   financial
institutions  or  institutional  investors.  J.  In the  event  of any  Business
Combination in which the Corporation  survives,  the phrase "other consideration
to be received" as used in paragraphs B(i) and (ii) of Section 2 of this Article
VIII shall  include  the shares of Common  Stock  and/or the shares of any other
class of outstanding Voting Stock retained by the holders of such shares.

     SECTION 4. CERTAIN  POWERS OF THE CONTINUING  DIRECTORS.  A majority of the
Continuing  Directors  of the  Corporation  shall  have  the  power  and duty to
determine  for the purposes of this Article  VIII,  on the basis of  information
known to them after  reasonable  inquiry,  (A) whether a person is an Interested
Stockholder,  (B) the number of shares of Voting Stock beneficially owned by any
person,  (C) whether a person is an  Affiliate  or  Associate  of  another,  (D)
whether a class of Voting Stock is  Institutional  Voting  Stock,  (E) whether a
transaction or a series of transactions constitutes a Business Combination,  and
(F) whether the assets which are the subject of any Business  Combination  have,
or the  consideration  to be received for the issuance or transfer of securities
by the  Corporation  or any  Subsidiary  in any  Business  Combination  has,  an
aggregate Fair Market Value of $1,000,000 or more.

     SECTION 5. NO EFFECT ON FIDUCIARY  OBLIGATIONS OF INTERESTED  STOCKHOLDERS.
Nothing  contained  in this  Article  VIII shall be  construed  to  relieve  any
Interested Stockholder from any fiduciary obligation imposed by law.

     SECTION 6. AMENDMENT,  REPEAL, ETC. Notwithstanding any other provisions of
these  Articles  of  Incorporation  or  the  By-Laws  of  the  Corporation  (and
notwithstanding the fact that a lesser percentage may be specified by law, these
Articles of  Incorporation or the By-Laws of the  Corporation),  the affirmative
vote of the holders of 80% or more of the voting power of the shares of the then
outstanding  Voting Stock,  voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with, this Article VIII
of these Articles of Incorporation. DATED this 25th day of January, 1996.

                                             EQUITY OIL COMPANY

                                             By: /S/ CLAY NEWTON
                                                     CLAY NEWTON, Secretary