UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                                   (Mark One)
        |X|       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                   For the fiscal year ended December 31, 1999

                                       OR

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                          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 Number)

      10 West Broadway, Suite 806                            84101
          Salt Lake City, Utah                             (Zip Code)
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (801) 521-3515

           Securities registered pursuant to Section 12(b) of the Act:

     Title of each class          Name of each exchange on which registered

          None                                         None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock (par value, $1 per share)
                                [Title of class]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained  herein and will not be contained to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

As of February 28, 2000,  12,643,400  common  shares were  outstanding,  and the
aggregate market value of voting stock held by  non-affiliates of the registrant
was approximately $17,500,000.

                       Documents Incorporated by Reference

1.  Definitive  proxy  statement to be filed in connection  with Issuer's Annual
Stockholders'  Meeting  to be held on May 10,  2000  and more  particularly  the
information  contained on pages 2 through 6 are  incorporated  by reference into
Part III of this report.
                                                                 Total Pages 50



<PAGE>



                                     PART I
ITEM 1. BUSINESS

GENERAL

Equity Oil Company  ("Equity" or "the Company") was originally  incorporated  in
the state of Utah in 1923. In 1958, it was merged into its subsidiary, Weber Oil
Company, a Colorado  corporation.  The surviving company adopted the name Equity
Oil Company.

Equity  is an  independent  oil  and gas  exploration  and  production  company,
currently  conducting  its business in eight states and two Canadian  provinces.
Equity  is  also  a  50%  shareholder  in  Symskaya  Exploration,   Incorporated
(Symskaya)  which is licensed to operate in Russia.  Headquartered  in Salt Lake
City,  Utah,  the  Company  also  maintains  an  exploration  office in  Denver,
Colorado,  and field offices in Cody, Wyoming and Vernal,  Utah. The Company has
21 full-time employees.

The Company's exploration office in Denver is responsible for the generation and
review  of  exploration  prospects,  and  participates  in the  planning,  where
necessary,  to drill the prospects.  These include prospects developed in-house,
as well as those presented by independent third parties.

All production  activities of the Company are coordinated  through the Company's
field office in Cody,  Wyoming.  The office was opened on January 1, 2000,  as a
result of a property  exchange  in the Big Horn basin of  Wyoming  and  Montana.
Further information  concerning the exchange can be found in ITEM 2. PROPERTIES,
under the caption PRESENT ACTIVITY.

BUSINESS STRATEGY

More  than 90% of the  Company's  revenues  come  from the sale of crude oil and
natural gas. Accordingly,  the Company continually seeks to increase its oil and
gas  production.  The key to  increasing  production is the  replacement,  on an
annual basis, of current  production,  as well as achieving  additional  reserve
growth.

The Company's  strategy to replace  production  and increase its oil and natural
gas  reserves on an ongoing  basis is  comprised  of a balanced  approach in the
areas of focused exploration drilling, development drilling and exploitation and
the acquisition of proved reserves.

When conducting its exploration activities,  the general practice of the Company
is  to  participate  in  projects  on a  25%  to  50%  working  interest  basis.
Participation  varies with each prospect depending on location and the attendant
financial and technical risk.


                                        2

<PAGE>



In addition to its exploration  ventures,  the Company works in conjunction with
other working interest owners in producing  properties to identify projects that
will develop and exploit the productive capacities of existing wells and fields.
These projects include development drilling,  production enhancement,  operating
cost reductions and other types of activities.

The Company also investigates  opportunities to purchase interests in properties
with existing production. During the last five years, the Company has replaced a
significant   amount  of  its  production  through  the  purchase  of  producing
properties. These purchases have, in turn, produced additional developmental and
enhancement projects.

The Company has conducted  international  exploration  in Russia through its 50%
ownership of Symskaya.  Symskaya operations were significantly  curtailed during
1999 and will be again curtailed in 2000. Further discussion of this venture and
other  Company  activities  is found in ITEM 2.  PROPERTIES,  under the  caption
PRESENT ACTIVITY.

PRINCIPAL PRODUCTS AND MARKETS

The  Company  produces  crude oil and natural  gas.  During the last five years,
revenues from the sales of these  products  have  accounted for more than 90% of
the total revenues of the Company, while remaining revenues have come from other
sources,  including  interest  income  on  invested  funds,  operating  overhead
reimbursements, and the sales of various developed and undeveloped properties.

The majority of the Company's oil production  occurs in Colorado and other Rocky
mountain states, and the Canadian provinces of Alberta and British Columbia. The
Company's  crude oil  production is sold under  short-term  contracts at current
posted  prices  for  each   geographic   area,   less   applicable   quality  or
transportation   tariffs,  plus  negotiated  bonuses.  Prices  are  set  by  oil
purchasers,  and, while their methods of  determining  prices are not within the
control of the Company, it is assumed they are influenced by regional,  national
and  international  factors  relating to oil supply and demand  (see  discussion
under MAJOR CUSTOMERS).

The bulk of the Company's natural gas production  occurs in Wyoming,  California
and the Canadian  province of Alberta.  During 1999, the Company sold all of its
gas producing  properties that were located in Texas.  While the areas where the
Company has its major gas reserves are  characterized by large reserves of other
companies,  the Company has historically been able to sell all of its productive
capacity,  and expects to be able to continue to do so in the near  future.  The
majority of gas sold in Wyoming is  marketed  under a contract at an index price
that  changes  monthly.  The contract is subject to  renegotiation  on an annual
basis.  The majority of gas produced by the Company in other geographic areas is
sold on the spot market, where prices also vary on a monthly basis.


                                        3

<PAGE>




The Company  periodically  enters into hedging  activities with a portion of its
oil production  which are intended to support its oil price at targeted  levels,
to manage the Company's exposure to oil price  fluctuations,  and to comply with
the terms of its credit facility.  Further  discussion of the Company's  hedging
activities can be found in Footnote 1 to the financial statements.

SEASONALITY

The Company experiences some seasonality in gas sales revenues. Net sales prices
and production tend to rise during the winter months compared to the rest of the
year.  However,  since over 70% of the  Company's oil and gas revenues come from
the  sale of oil,  the  seasonal  impact  on  total  oil  and gas  sales  is not
significant.

MAJOR CUSTOMERS

All oil and gas produced in the U.S. or Canada is sold to unaffiliated pipeline,
refining or crude oil purchasing companies. These companies may be the operators
of the fields  where the  product is  produced,  owners of the  pipelines  which
transport the products, or other third-party purchasers.  While certain entities
purchase more than 10% of the Company's oil and gas production, previous changes
in  purchasers   have  not  resulted  in  an   interruption   of  production  or
transportation,  and consequently  have not had a material adverse effect on the
business of the Company.

COMPETITION

Equity is part of a highly competitive  industry composed of many companies that
are significantly  larger and possess greater resources than the Company.  These
include  major  oil  companies  as well as  large  independent  exploration  and
production  companies.  Their  size and  resources  may allow  these  parties to
operate at a greater competitive advantage than Equity.

During  1999,  the Company did not  experience  any  competitive  factors  which
impaired  its  production  or  sale  of oil  and  gas,  nor  did  it  experience
significant difficulties in contracting for drilling and related equipment.

GOVERNMENT REGULATION

Drilling  activities  of the  Company  are  regulated  by  several  governmental
agencies  in  the  United  States,   both  federal  and  state,   including  the
Environmental  Protection  Agency,  Forest  Service,  Department of Wildlife and
Bureau of Land  Management,  as well as state oil and gas  commissions for those
states in which the Company has operations.  Canadian and Russian operations are
subject to similar requirements.



                                        4

<PAGE>




The Company believes that it is currently in compliance with all federal,  state
and local environmental regulations,  both domestically and abroad. Further, the
Company does not believe that any current environmental  regulations will have a
material impact on its capital expenditures or earnings, nor will they result in
any competitive disadvantage to the Company.

FINANCIAL INFORMATION ABOUT FOREIGN OPERATIONS

Foreign  operations  of the  Company are  currently  conducted  in the  Canadian
provinces  of Alberta and British  Columbia.  Financial  information  concerning
these operations can be found in Footnotes 5 and 9 to the financial  statements.
For financial reporting purposes,  the Company does not allocate any general and
administrative  expenses to its Canadian operations,  nor are they burdened with
indirect exploration overhead expenses.  Direct exploration expenses are charged
to the  geographic  area in  which  they  occur.  Because  the  majority  of the
Company's   exploration   efforts  occur  in  the  United  States,  very  little
exploration  expenses are allocated to the Canadian  operations.  As a result of
these and other  factors,  the  operating  profit of the Canadian  operations is
significantly  greater  than the  operating  profit in the  United  States.  The
Company does not believe that its Canadian operations are attended with any more
risk than those in the United States.

The Company owns a 50% interest in Symskaya Exploration,  Incorporated, which is
licensed to operate in Russia.  Further  discussion  of this venture is found in
ITEM 2. PROPERTIES, under the caption PRESENT ACTIVITY, and in Footnotes 6 and 9
in the financial statements.

ITEM 2. PROPERTIES

The principal properties of the Company consist of developed and undeveloped oil
and gas leasehold  interests.  Developed leases are comprised of properties with
existing  production,  where lease  terms  continue as long as oil and/or gas is
produced. Undeveloped leases include unproven acreage on both public and private
lands.  The leases have set terms and  terminate  at the time  specified in each
lease unless oil and gas in commercial  quantities are discovered  prior to that
time.

The  Company  also has a fee  interest  in 6,996 net acres of oil shale lands in
Colorado.  These  properties  have not  generated  significant  revenue  for the
Company.

RESERVES

The  information  found in  Footnote 9 to the  financial  statements  concerning
proved  reserves  represents the Company's  best estimate of product  quantities
expected to be produced from its  properties  based on geologic and  engineering
data, as well as current economic and operating conditions.  The presentation is
made in accordance with Securities and Exchange  Commission  guidelines,  and is
based on prices  and costs in effect on  December  31,  1999.  No  estimates  of
reserves  have been filed with or  included  in any report to any other  federal
agency during 1999.


                                        5

<PAGE>




PRODUCTION

The following  table sets forth the Company's  production,  average sales prices
and average lifting costs by geographic area for 1999, 1998 and 1997:


<TABLE>
<CAPTION>

                            1999            1998            1997           1999           1998           1997
                             Oil             Oil             Oil            Gas            Gas            Gas
Area                       (Bbls)          (Bbls)          (Bbls)         (MMCF)         (MMCF)         (MMCF)
Production

<S>                       <C>             <C>             <C>              <C>           <C>            <C>
 Colorado                 298,507         332,230         366,319             76            117            170
 Texas                     18,433          22,291          25,359             85            145            211
 Montana                   19,650          20,434          26,103             28             34             16
 Utah                      13,120          20,658          18,745              -              -              -
 Wyoming                  130,453         131,943          76,190            601            733            660
 North Dakota              96,068          67,906           7,007             55             31              3
 California                     -               -               -            923          1,032            560
 Other                          4               5             442              -              -              -
---------------           ----------      ----------      ----------      ---------      ---------      ---------
 Total U.S.               576,235         595,467         520,165          1,768          2,092          1,620

 Alberta                   74,257          75,015          92,376            245            277            439
 B.C.                      11,898          21,352          23,371             20             69             10
---------------           ----------      ----------      ----------      ---------      ---------      ---------
 Total Canada              86,155          96,367         115,747            265            346            449

Grand Total               662,390         691,834         635,912          2,033          2,438          2,069
===============           ==========      ==========      ==========      =========      =========      =========

Average Price

  U.S.                    $17.44          $12.28          $19.49          $ 2.11         $1.95          $2.21
  Canada                  $17.12          $11.43          $15.36          $ 1.57         $1.15          $1.34
---------------           ----------      ----------      ----------      ---------      ---------      ---------
  Total                   $17.40          $12.16          $18.74          $ 2.04         $1.83          $2.02
===============           ==========      ==========      ==========      =========      =========      =========

Lifting Costs

  U.S.                    $ 6.86          $ 6.11          $ 7.53          $  .83         $ .97          $ .85
  Canada                  $ 4.87          $ 4.48          $ 4.15          $  .40         $ .40          $ .36
---------------           ----------      ----------      ----------      ---------      ---------      ---------
  Total                   $ 6.60          $ 5.88          $ 6.92          $  .77         $ .89          $ .75
===============           ==========      ==========      ==========      =========      =========      =========
</TABLE>


                                        6

<PAGE>




PRODUCTIVE WELLS AND ACREAGE

The  location  and  quantity  of  Equity's  productive  wells and  acreage as of
December 31, 1999 are as follows:


 Productive Wells:                           Gross            Net
 -------------------------------------------------------------------
    Oil:
        United States                          679            96.566
        Canada                                 386            12.905
    Gas:
        United States                           64            19.273
        Canada                                   9             1.604
                                             -----           -------
    Total Productive Wells                   1,138           130.348
                                             =====           =======

    Developed Acreage
        United States                      107,788            11,344
        Canada                             127,120             2,946
                                           -------            ------
    Total Developed Acreage                234,908            14,290
                                           =======            ======


UNDEVELOPED LEASEHOLD ACREAGE

The following  table sets forth the Company's  undeveloped oil and gas leasehold
acreage as of December 31, 1999 by geographic area:



                                       Gross                    Net
Area                                  Acreage                 Acreage

Colorado                                 19,369                 11,978
Texas                                     1,280                    586
Montana                                  30,001                  2,967
Utah                                      7,950                    880
Wyoming                                  42,413                 22,359
California                               15,503                  4,074
North Dakota                             15,105                  8,041
                                        -------                 ------
Total U.S.                              131,621                 50,885

Alberta                                  20,697                  3,571
                                        -------                 ------
Total Canada                             20,697                  3,571
                                        -------                 ------

Grand Total                             152,318                 54,456
                                        =======                 ======

                                       7

<PAGE>



Through its 50%  ownership  in  Symskaya,  the Company  also has an indirect 50%
interest in an additional 1,100,000 gross acres in Russia. Further discussion of
this venture is found in ITEM 2. PROPERTIES, under the caption PRESENT ACTIVITY,
and in Footnotes 6 and 9 to the financial statements.

DRILLING ACTIVITY

During 1999, the Company participated in the drilling of 10 gross wells. Of this
total,  5 were  completed as producing  oil and gas wells and 5 were plugged and
abandoned as dry holes.



Gross exploratory wells
drilled:                        Status           1999        1998        1997
-----------------------         ------           ----        ----        ----

     United States              Productive         5          6          13
                                Dry                5          5          12
     Canada                     Productive         -          -           -
                                Dry                -          -           -
Gross development wells
drilled:
-----------------------

     United States              Productive         -          1           5
                                Dry                -          -           -
     Canada                     Productive         -          -           -
                                Dry                -          -           -




Net exploratory wells
drilled:                        Status           1999        1998        1997
-----------------------         ------           ----        ----        ----

     United States              Productive       1.74        2.18        4.21
                                Dry              2.25        2.10        5.99
     Canada                     Productive          -           -           -
                                Dry                 -           -           -
Net development wells
drilled:
-----------------------

     United States              Productive          -         .40        1.74
                                Dry                 -           -           -
     Canada                     Productive          -           -           -
                                Dry                 -           -           -



                                        8

<PAGE>



PRESENT ACTIVITY

ACQUISITIONS/DIVESTITURES:

In December of 1999, the Company acquired the assets of a private Rocky Mountain
production  company,  that included the operating rights and additional  working
interests in 14 fields in the Big Horn Basin of Wyoming and Montana where Equity
already held working  interests.  After the acquisition,  the Company's  working
interests in the fields range from 21% to 100%. This acquisition, as well as the
separate purchase of a 48% operated working interest in a waterflood adjacent to
existing production in central Montana, was accomplished through the exchange of
non-operated  working  interests  in other  properties  previously  acquired  by
Equity,  plus cash  consideration of $585,000.  As a result of the acquisitions,
Equity's proved reserve position increased by 314,000 barrels of oil equivalent.

The strategic significance of the acquisition is that Equity is now the operator
of all of the wells  included  in the  transaction,  and has  opened a new field
office in Cody,  Wyoming,  which is staffed by a drilling and production manager
and seven  employees.  Furthermore,  Equity now operates 50% of its  non-Rangely
Weber Sand Unit oil production.

The Big Horn Basin properties have significant  potential for the development of
additional reserves, and the Company now has the operational control required to
begin  exploitation  of these fields through  drilling,  workovers and operating
cost reductions.

The cash component of the Big Horn Basin  acquisition was funded  principally by
the sale of minor  non-operated  working  interests in oil and gas properties in
Texas.  The Company will continue to evaluate all of our properties  outside our
core areas of interest as potential candidates for divestiture.

EXPLORATION

In 1999, Equity  participated in ten exploratory wells, all in California,  five
of which were completed as gas wells. Of the ten wells, eight wells were drilled
on 3D surveys in the Sacramento  Basin, and of those, five were completed as gas
wells,  for a  completion  percentage  of 62.5%.  Five of the eight  wells  were
operated by Equity.  The other two California  wells were drilled on the Sequoia
3D survey in the San Joaquin Basin, and neither well was successful.

In 2000, the Company's  exploration  drilling  activity will again be focused in
California.  Present  plans call for the drilling of eleven wells on  Sacramento
Basin 3D projects, five of which will be operated by Equity. One additional well
will be drilled on the Sequoia 3D project.


                                        9

<PAGE>




Equity  will  also  initiate  two new 3D  seismic  surveys  in 2000,  one in the
Sacramento  Basin,  and one in the Williston  Basin of North Dakota.  The Rancho
Colusa 3D survey,  located approximately five miles north of the Company's Davis
Ranch  Survey in the  Sacramento  Basin will  cover 25 square  miles and will be
operated  by  Equity.  Equity's  intent is to sell up to a 50%  interest  in the
project to industry partners. One of the eleven wells scheduled to be drilled in
the Sacramento Basin this year is expected to be drilled on this survey.

The second Equity  operated 3D survey is a 20 square mile survey to be conducted
on acreage that includes the prolific 1998  discovery,  the Beaver Creek #24-15.
This well had cumulative  gross  production  through  year-end 1999 in excess of
560,000 barrels, and continues to flow at a rate of 1,100 barrels of oil and 600
MCF per day. The well has been assigned gross recoverable  reserves of 2 million
barrels.  Equity has a 32.5%  working  interest in the well and Westport Oil and
Gas has the remaining interest.

The 3D survey area includes the Company's 100% owned 3,520 acre Northwest Beaver
Creek Prospect. As with the Rancho Colusa survey, the Company is marketing a 50%
interest in the Norwest Beaver Creek Prospect to industry partners.

DEVELOPMENT/EXPLOITATION

In addition to the exploratory wells drilled,  three of the Company's  producing
wells were  successfully  recompleted or reworked  during the year. The reworked
wells  included  the  Beaver  Creek  #24- 15 well,  where  gross oil  production
increased from 800 barrels per day to its current level of 1,100 barrels per day
following an acid stimulation.

The Company also  recompleted  two wells at its Merlin project in the Sacramento
Basin.  Gross gas  production  from the #1-15 Henning and #1-22 Otto Lohse wells
increased  from 500 Mcf per day to  3,000  Mcf per day.  The  Company  has a 50%
working  interest in each well.  The Merlin  survey has  produced in excess of 1
billion cubic feet of gas,  with current  field  production of 3,200 Mcf per day
from three wells.

The operational control of the Big Horn Basin properties acquired in 1999 should
provide development  opportunities in 2000 and beyond. The technical  evaluation
of the opportunities associated with the 14 acquired fields is underway, and the
Company  expects  to  initiate  the  first  steps of a  coordinated  program  of
development and exploitation by mid-year.



                                       10

<PAGE>

SYMSKAYA EXPLORATION

While awaiting the results from the Averinskaya  well being drilled  immediately
south of Symskaya's license area by the Geological  Committee of the Krasnoyarsk
Krai,  Equity  continues  to  hold  its  50%  ownership   position  in  Symskaya
Exploration  Inc.  The  Averinskaya  well has been  drilled  to a depth of 3,500
meters to test the same  formations  that were tested in Symskaya's  exploratory
well, the Lemok #1, and may be deepened to 4,500 meters.

Symskaya  was issued a 25 year,  1 million  acre License in 1993 to explore for,
develop and produce  hydrocarbons in the Krasnoyarsk Krai in Russia.  We believe
that it continues to be in the best interest of our shareholders for Symskaya to
hold the License at minimum cost.

Barring major  developments from the Averinskaya well and changes in federal and
local  policies  regarding   production  sharing,   further  attempts  to  drill
Symskaya's  prospect are unlikely,  absent  additional  outside  financing.  The
economy of the Russian  Federation is currently in a period of instability.  The
return to economic stability is dependent to a large extent on the effectiveness
of the fiscal  measures  taken by the  government  and other actions  beyond the
Company's  control.  Russia's  current  economic  environment,  coupled with the
depression  in world oil  markets in 1998 and 1999,  has made it  difficult  for
Symskaya to attract interested parties in their project.

DELIVERY COMMITMENTS

The Company is not  obligated to provide any fixed or  determinable  quantity of
oil or gas in the future under any existing contracts or agreements.

ITEM 3. LEGAL PROCEEDINGS

No material legal proceedings are pending.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year covered by this report,  no matters
were  submitted  to  the  security  holders  for a  vote,  and no  proxies  were
solicited.




                                       11

<PAGE>



                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS

The Company's stock is traded on the over-the-counter market and quoted over the
NASDAQ National Market System using the symbol EQTY. High and low closing prices
for 1999 and 1998 are as follows:



Quarter                                      High                    Low
-------                                      ----                    ---

1999 - 4th                                   1 17/32                1
       3rd                                   1  1/2                 1 1/8
       2nd                                   1  5/8                 1
       1st                                   1 9/16                   29/32

1998 - 4th                                   1 15/16                  21/32
       3rd                                   2 7/16                 1 13/16
       2nd                                   2 13/16                2
       1st                                   3 1/16                 2 1/2


The approximate number of registered  stockholders of the Company as of February
24, 2000 is 1,500.

No  unregistered  equity  securities of the registrant have been sold during the
period covered by this report.


                                       12

<PAGE>




ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

                                  1999           1998            1997            1996           1995
                                  ----           ----            ----            ----           ----

<S>                          <C>            <C>             <C>             <C>             <C>
Oil and Gas Sales ........   $ 15,434,537   $ 12,720,876    $ 16,457,048    $ 16,115,125    $ 12,259,739

Other Income .............        334,980        377,282       1,023,037         312,759         457,837

Lease Operating
Costs ....................      5,948,055      6,233,955       5,940,808       5,912,128       5,093,782

Depreciation, Depletion
and Amortization .........      4,072,278      5,029,119       4,675,411       4,292,237       3,843,442

Impairment of
Proved Oil and
Gas Properties ...........        313,751      4,015,158         411,894         237,279       2,471,146

Equity Loss and Impairment
of Investment in Symskaya
Exploration, Inc. ........        169,933        446,758         356,661       9,204,394             -0-

3-D Seismic ..............         35,200        431,075         626,525         757,964         237,604

Exploration
Expense ..................      1,566,521      2,383,163       3,026,550       2,336,405       1,633,612

General and
Administrative ...........      1,743,590      1,914,590       2,048,194       2,030,811       1,908,778

Net Income (loss) ........        403,521     (5,814,884)       (211,156)     (5,502,646)     (1,254,812)

Basic and Diluted
Net Income (Loss)
Per Common Share .........   $        .03   $       (.46)   $       (.02)   $       (.43)   $       (.10)
                             ============   ============    ============    ============    ============

Total Assets .............   $ 46,117,335   $ 47,271,168    $ 53,541,639    $ 50,181,437    $ 53,947,050

Long-Term Debt ...........   $ 15,000,000   $ 16,500,000    $ 13,978,830    $  8,878,830    $  4,918,830

</TABLE>



                                       13

<PAGE>



ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL.  The  profitability  of the  Company's  operations  in  any  particular
accounting period will be directly related to the average realized prices of oil
and gas sold, the volume of oil and gas produced and the results of acquisition,
development and exploration  activities.  The average realized prices of oil and
gas will  fluctuate  from one period to another  due to market  conditions.  The
aggregate  amount of oil and gas produced may fluctuate based on development and
exploitation  of oil and gas  reserves  and  other  factors.  Production  rates,
value-based  production taxes, labor and maintenance expenses are expected to be
the  principal  influences  on  operating  costs.  Accordingly,  the  results of
operations of the Company may fluctuate from period to period.

OIL AND GAS RESERVES.  Estimates of reserve  quantities  and related  future net
cash flows are  calculated  using  unescalated  year-end  oil and gas prices and
operating  costs,  and may be subject to substantial  fluctuations  based on the
prices in effect at the end of each  year.  The  following  table  sets  forth a
comparison of year-end reserves, the weighted average prices used in calculating
estimated reserve quantities and future net cash flows,  pre-tax future net cash
flows discounted at 10%, and per barrel of oil equivalent  discounted cash flows
at the end of 1999, 1998 and 1997  (quantities in thousands,  except for pricing
and per barrel of oil equivalent amounts):

<TABLE>
<CAPTION>
                                                                                    SEC-10
                        Year-end                      Year-end           SEC-10     pre-tax
                     proved reserves                   prices            pre-tax    values
             Oil(MBBLs)  Gas(MMCF)     BOE*        Oil         Gas       values     per BOE
             ----------  ---------     ----        ---         ---       ------     -------


<S>            <C>        <C>         <C>         <C>         <C>        <C>          <C>
12/31/99       9,293      16,331      12,015      $22.99      $1.93      $63,366      $5.27

12/31/98       6,193      19,010       9,361      $10.80      $1.95      $25,210      $2.69

12/31/97       8,420      18,909      11,571      $14.99      $2.03      $37,409      $3.23

* - gas converted at 6,000 Mcf per barrel.

</TABLE>


                                       14

<PAGE>



Reserve  revisions  occur when the economic limit of a property is lengthened or
shortened due to changes in commodity  pricing.  The following  excerpt from the
footnotes to the Company's financial statements shows the effect of changing oil
prices on the volume of oil reserves (shown in thousands of barrels):

                                            Year ended December 31,
                                        1999          1998          1997
                                        ----          ----          ----

Proved oil reserves (000's):

Beginning of year                      6,193         8,420         8,369
Revisions of previous estimates        3,442        (1,896)         (555)
Extensions and discoveries                 6           361           202
Acquisition of minerals in place         563             -         1,085
Sales of minerals in place              (249)            -           (45)
Production                              (662)         (692)         (636)
                                       -----         -----         -----
End of year                            9,293         6,193         8,420
                                       =====         =====         =====

The  revisions  of  3,442,000  and   (1,896,000)   barrels  in  1999  and  1998,
respectively, are primarily price-related.

Excluding  revisions to previous  estimates,  the  Company's  1999  drilling and
acquisition activities, which were curtailed for much of the year, added 663,000
barrels of oil equivalent reserves, 66% of 1999 total oil and gas production.

1998 drilling and acquisition  activities,  which were also reduced in that year
from prior years,  added  779,000  barrels of oil  equivalent  to the  Company's
proved reserve base, replacing 71% of 1998 production.  The Company did not make
any producing  property  acquisitions  in 1998. In 1997,  the Company added 1.76
million barrels of oil equivalent, equal to 179% of 1997 oil and gas production.
Further  information  concerning the Company's reserve volumes and values can be
found in Footnote 9 to the financial statements.

IMPAIRMENT OF PROVED OIL AND GAS PROPERTIES.  Statement of Financial  Accounting
Standards No. 121,  Accounting  for the  Impairment of Long Lived Assets and for
Assets Held for Disposal,  requires successful efforts companies to evaluate the
recoverability  of the carrying  costs of their proved oil and gas properties by
comparing  the expected  undiscounted  future net revenues  from each  producing
field with the related net capitalized costs at the end of each period. When the
net capitalized costs exceed the undiscounted  future net revenues,  the cost of
the property is written down to fair value, which is determined using discounted
future net revenues from the producing field.

During 1999, the Company recorded an impairment of proved oil and gas properties
of $313,751  ($196,094  net of tax)  associated  with  certain  properties  that
experienced increased operating costs,  declining production and other technical
problems that reduced their economic reserves.

Primarily as a result of depressed  year-end  oil prices,  the Company  recorded
proved  property  impairment  charges of  $4,015,158 in 1998.  During 1997,  the
Company recorded proved property impairment charges of $411,894.


                                       15

<PAGE>


RESULTS OF OPERATIONS

COMPARISON OF 1999 WITH 1998

OIL AND GAS PRODUCTION AND SALES.  Oil and gas sales  increased more than 20% in
1999 over 1998  levels.  Higher  oil and gas  prices  were  offset  somewhat  by
decreases in both oil and gas production. Total revenues increased 20% from 1998
to 1999.

Oil  production  decreased 4% in 1999, as a number of the  Company's  high-cost,
low-margin  oil wells were shut-in  during the first several months of the year.
Oil production  was 662,000  barrels,  compared to 692,000  barrels in 1998. Gas
production decreased 17% to 2.0 Bcf in 1999 from 2.4 Bcf in 1998. Gas production
declined primarily as a result of reduced drilling in California during 1998 and
1999,  as well as the sale of the  Company's  Texas gas  properties  during  the
fourth quarter of 1999.

While  average  year-end  oil  prices in 1999 were  more  than  double  those of
year-end  1998,  the average price received for the entire year increased a more
modest 43%.  Higher second half prices were offset by  abnormally  low prices in
the first half of the year. The Company's average oil price for the full year of
1999 was $17.40  compared to $12.16 per barrel  realized during 1998. Gas prices
were also higher,  averaging  $2.04 per Mcf in 1999 compared to $1.83 per Mcf in
1998.

LEASE OPERATING  COSTS.  Lease operating costs decreased 5% over the prior year.
Higher per unit costs were offset by reduced volumes. Per unit costs rose as the
Company recorded higher value-based  production taxes associated with higher oil
prices.

DEPRECIATION,  DEPLETION AND AMORTIZATION (DD&A).DD&A per unit charges decreased
from $4.58 per BOE in 1998 to $4.07 per BOE in 1999.  The primary reason for the
per unit  decrease  was the  elimination  of  approximately  $4 million from the
Company's  depletable  base through a property  impairment  charge in the fourth
quarter of 1998.  In addition,  higher oil prices  enabled the Company to record
positive reserve  revisions,  which in turn decreased DD&A rates for many of the
Company's oil properties.

IMPAIRMENT OF PROVED OIL AND GAS PROPERTIES.  As discussed previously,  included
in the  statement of operations  for 1999 and 1998 are non-cash  charges for the
impairment  of proved  oil and gas  properties  in the  amount of  $313,751  and
$4,015,158, respectively.


                                       16

<PAGE>




EQUITY LOSS IN SYMSKAYA EXPLORATION,  INCORPORATED.  The equity loss in Symskaya
Exploration  decreased by $276,825  during 1999.  As  operations  continue to be
curtailed at the project,  Symskaya  terminated its only domestic employee,  and
further reduced administrative expenses in 1999. The 1998 loss included $125,000
of accrued  interest  income on a senior note  between  Symskaya and the Company
that had been  recognized  in prior  periods.  The 1998 amount also included the
Company's share of a bottom hole contribution that was not repeated in 1999.

3-D SEISMIC AND EXPLORATION  EXPENSES.  Lower exploration costs in 1999 resulted
from the Company's reduced drilling  program.  During 1999, the Company incurred
approximately  $470,000 in dry hole costs compared to approximately  $875,000 in
1998. In addition,  as a result of the Company's cost cutting  measures in 1999,
the Company reduced other  exploratory  geological and  administrative  costs by
23%.

In 1998,  the Company  incurred  3-D  seismic  charges in the amount of $431,000
associated with its Sequoia  prospect in California.  The Company  curtailed its
use of 3-D seismic in 1999 in  response to low oil prices  during the first part
of the year.

GENERAL  AND   ADMINISTRATIVE   EXPENSES.   The  Company  cut  its  general  and
administrative  expenses by $171,000,  or 9%, from 1998  levels.  In response to
abnormally low oil prices in the beginning of 1998, the Company made a concerted
effort to reduce  overhead costs through staff  reductions,  lower  compensation
costs, reduced employee benefits and other costs.

INTEREST AND INCOME TAXES.  Lower  interest  costs in 1999 reflect lower average
interest rates on the debt outstanding under the Company's credit facility.  The
income tax expense  (benefits)  recorded for both periods reflect the results of
operations,  as  well as  various  credits  available  to the  Company.  Details
concerning the components of the tax provision can be found in Footnote 3 to the
financial statements.

COMPARISON OF 1998 WITH 1997

OIL AND GAS PRODUCTION AND SALES. Lower oil and gas prices offset higher oil and
gas production  during 1998,  resulting in a 23% drop in oil and gas sales.  Gas
production of 2.4 Bcf in 1998 was 14% higher than 2.1 Bcf produced in 1997.  Oil
production of 692,000 barrels was 9% higher than the 636,000 barrels produced in
1997.

Average  oil prices for 1998 were 35% lower  than those of 1997.  The  Company's
average oil price  received  for 1998 was $12.16 per barrel,  compared to $18.74
per barrel in 1997.  Gas prices  also  dropped by 9%,  averaging  $1.83 in 1998,
compared to $2.02 in 1997.  Further  details of production and pricing are found
in Item 2. PROPERTIES, under the caption PRODUCTION.


                                       17

<PAGE>




OTHER INCOME.  During 1997,  the Company  recorded a gain on the sale of certain
oil and gas properties of approximately  $325,000. In addition, the Company sold
its minority interest in an oil field technology research company. In connection
with the sale, the Company  recognized a gain of approximately  $200,000.  There
were no corresponding events in 1998.

LEASE  OPERATING  COSTS.  Lease  operating costs declined on a per-unit basis in
1998.  Costs per BOE during  1998 of $5.68 were 6% lower than costs of $6.06 per
BOE during 1997.  During much of 1998, the Company  shut-in  several  high-cost,
marginally  economic wells whose profitability was severely curtailed by low oil
prices.  Another factor in the decline was a reduction in value-based production
taxes. As the majority of the Company's production on a barrel of oil equivalent
basis comes from crude oil,  the  decline in average oil prices in 1998  brought
about declines in production taxes.

In addition, operating costs associated with natural gas properties are lower on
a BOE basis than for oil producing properties. The Company's ratio of gas to oil
production  rose in 1998  compared  to prior  years,  and as it did so,  per BOE
operating costs declined.

DEPRECIATION,  DEPLETION, AND AMORTIZATION (DD&A). DD&A charges in 1998 declined
slightly  to $4.58 per  barrel of oil  equivalent  from  $4.77 per barrel of oil
equivalent in 1997.

IMPAIRMENT OF PROVED OIL AND GAS PROPERTIES.  As discussed previously,  included
in the  statement of operations  for 1998 and 1997 are non-cash  charges for the
impairment  of proved oil and gas  properties  in the amount of  $4,015,158  and
$411,894, respectively.

EQUITY LOSS IN SYMSKAYA  EXPLORATION,  INCORPORATED.  In 1998,  Symskaya entered
into a  bottom  hole  contribution  agreement  to  support  the  drilling  of an
exploratory  well being drilled near the southern block of acreage that Symskaya
holds as part of its 1.1 million acre  exploration,  development  and production
License.

The equity loss in Symskaya increased by approximately $90,000 during 1998. This
increase  included a write down of  approximately  $125,000 of accrued  interest
income  on a  senior  note  between  Symskaya  and the  Company  that  had  been
recognized  in prior  periods.  In  addition,  the 1998  increase  included  the
Company's  share of the bottom hole  contribution.  There were no  corresponding
events in 1997.


                                       18

<PAGE>



3-D SEISMIC AND EXPLORATION EXPENSES. During 1998, the Company incurred $431,075
in 3-D seismic costs related to its exploration  programs,  compared to $626,525
in 1997. The bulk of 1998 3-D costs were  associated with its Sequoia project in
the San Joaquin  Basin of  California.  Exploration  expenses  decreased  as the
Company  drilled 5  exploratory  dry holes in 1998,  compared to 12 dry holes in
1997.

INTEREST  AND INCOME  TAXES.  Higher  interest  costs in 1998 reflect the higher
amount of debt outstanding  under the Company's credit facility.  The income tax
benefits  recorded  for both  periods  result  primarily  from the  deferred tax
benefits associated with net losses reported.  Details concerning the components
of the tax provision can be found in Footnote 3 to the financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Higher oil prices,  lower expenses and improved financial results have led to an
overall  strengthening in the Company's financial position at December 31, 1999.
The Company's  cash balances  increased by 126% from December 31, 1998.  Working
capital at December 31, 1999 was 76% higher than that at December 31, 1998.  The
Company's ratio of current assets to current liabilities also improved, reaching
2.40 to 1 at December  31, 1999  compared to 1.76 to 1 at the end of 1998.  Cash
flow from operating  activities more than doubled in 1999,  increasing 128% over
1998 levels.

During 1999,  the Company cut its capital  spending by 33% compared to 1998. The
reduction  reflected  lower  first  half  oil  and  gas  prices,  as well as the
uncertainty  surrounding the futures markets.  As oil prices strengthened during
the year, the Company increased its capital spending;  57% of total 1999 capital
spending occurred in the fourth quarter. The Company's 1999 capital expenditures
were  partially  offset  by  proceeds  from  the  sale  of  certain  oil and gas
properties.  The Company sold all of its Texas gas producing  properties  during
1999.

In September of 1999, the Company announced a new $50 million reducing revolving
credit facility with Bank One Texas, N.A. The facility has an initial commitment
of $17 million,  and replaces a prior  facility with HSBC  Investment  Bank. The
maturity date of the facility is September 9, 2002, three years from the date of
closing.  The new facility  has a LIBOR or a prime  interest  rate  option;  the
average interest rate on debt outstanding at December 31, 1999 was 8.42 percent.

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. As
of December 31, 1999,  the Company had $2,000,000 of remaining  availability  on
the facility. The Company is in compliance with all its facility covenants.

                                       19

<PAGE>



During  1998,  the Company  increased  borrowings  under its credit  facility by
$2,521,170,  which were used to fund  investments  in property and equipment and
for working capital purposes. Higher revenues and cash flows in 1999 enabled the
Company to make principal payments of $1,500,000 on its facility.

As part of the new credit  facility,  the  Company is required to hedge at least
50% but not more than 75% of its daily oil production, at a price not lower than
the lowest price used in the bank's price deck,  for a period  between 12 and 18
months.  The Company  has 120 days after the  closing  date to have the hedge or
hedges in place.  The Company  entered into one collar  agreement  for 12 months
effective  October 1, 1999,  covering 400 barrels per day with a floor at $18.00
per barrel and a ceiling at $25.30 per barrel. The Company entered into a second
collar agreement for 12 months effective  January 1, 2000,  covering 500 barrels
per day with a floor at $18.00 per barrel and a ceiling at $27.22 per barrel.

As a result of the hedge entered into effective  October 1, 1999,  revenues were
reduced by $9,784 during 1999. The fair value of this hedge at December 31, 1999
was approximately $(64,000). No hedging transactions occurred in 1998 and 1997.

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
2000.  The Company has adequate  liquidity to maintain  its  operations  as they
currently exist.

COMMITMENTS.  Under the  terms of  Symskaya's  License  and  Production  Sharing
Contract (PSC), Equity was committed to advance Symskaya a minimum of $6 million
during the first 5 contract years,  representing 50% of the minimum expenditures
called for in the License and PSC, with the  remainder  being funded by Leucadia
National Corporation,  Symskaya's other 50% shareholder. The first contract year
began November 15, 1993. The amounts spent through November 14, 1998, the end of
the fifth  contract  year,  have  satisfied  all minimum  commitments  required.
Further  discussion  of this venture is found in ITEM 2.  PROPERTIES,  under the
caption PRESENT ACTIVITY, and in Footnotes 6 and 9 to the financial statements.

OTHER ITEMS. The Company has reviewed all recently issued,  but not yet adopted,
accounting standards in order to determine their effects, if any, on the results
of operations or financial  position of the Company.  Based on that review,  the
Company  believes that none of these  pronouncements  will have any  significant
effects on current or future earnings or operations.




                                       20

<PAGE>

YEAR 2000 REVIEW

The Company has not  experienced  any  disruptions  from year 2000 date  related
computer problems. All of its mission-critical and non- mission-critical systems
are functioning properly. In addition, the Company is not aware of any year 2000
problems  associated with any of its suppliers,  partners,  or entities in other
business relationships.

FORWARD LOOKING STATEMENTS

The preceding  discussion and analysis  should be read in  conjunction  with the
consolidated  financial  statements,  including  the  notes  thereto,  appearing
elsewhere  in  this  annual  report  on Form  10-K.  Except  for the  historical
information  contained  herein,  the matters  discussed  in this  annual  report
contain  forward-looking  statements  within the  meaning of Section  27a of the
Securities Act of 1933, as amended,  and Section 21e 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: 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 7(a).  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT MARKET RISK.  The
answers to items listed under Item 7(a) are inapplicable or negative.





                                       21

<PAGE>



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        Report of Independent Accountants

To the Stockholders and Board of
Directors of Equity Oil Company:

In our opinion,  the financial  statements as listed in Item 14 (a) of this Form
10-K, present fairly, in all material respects, the financial position of Equity
Oil Company (the  "Company")  at December 31, 1999 and 1998,  and the results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the  Company's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States  which  require  that we plan and  perform  the  audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.


                                    PricewaterhouseCoopers LLP

                                    Salt Lake City, Utah
                                    January 31, 2000

                                       22

<PAGE>


                               EQUITY OIL COMPANY

                                 BALANCE SHEETS
                           December 31, 1999 and 1998
<TABLE>
<CAPTION>



        ASSETS                                                       1999             1998
                                                                     ----             ----

<S>                                                            <C>              <C>
Current assets:
   Cash and cash equivalents ...............................   $   1,006,602    $     444,476
   Accounts receivable .....................................       2,896,558        1,933,686
   Operator advances .......................................         485,803          762,474
   Federal, state and foreign income
     taxes receivable ......................................         221,199          291,597
   Deferred income taxes ...................................          19,632           19,417
   Other current assets ....................................         277,595          318,904
                                                               -------------    -------------
           Total current assets ............................       4,907,389        3,770,554
                                                               -------------    -------------

Property and equipment, at cost (successful efforts method):
   Unproved oil and gas properties .........................       2,388,819        3,003,223
   Proved oil and gas properties:
     Developed leaseholds ..................................      10,265,095        9,994,273
     Intangible drilling costs .............................      64,282,028       64,845,202
     Equipment .............................................      25,671,687       25,731,345
   Other property and equipment ............................         966,997          833,772
                                                               -------------    -------------
                                                                 103,574,626      104,407,815
        Less accumulated depreciation,
           depletion and amortization ......................     (62,800,100)     (61,191,368)
                                                               -------------    -------------
                                                                  40,774,526       43,216,447
                                                               -------------    -------------

Other assets ...............................................         435,420          284,167
                                                               -------------    -------------

           Total assets ....................................   $  46,117,335    $  47,271,168
                                                               =============    =============
   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable ........................................   $   1,541,834    $   1,675,758
   Accrued liabilities .....................................         177,550          254,576
   Federal, state and foreign income
     taxes payable .........................................         321,981          212,583
                                                               -------------    -------------
           Total current liabilities .......................       2,041,365        2,142,917
                                                               -------------    -------------


Revolving credit facility ..................................      15,000,000       16,500,000
Deferred income taxes ......................................       1,667,648        1,642,700
                                                               -------------    -------------
                                                                  16,667,648       18,142,700
                                                               -------------    -------------

Commitments (Note 6)

Stockholders' equity:
   Common stock, $1 par value:
     Authorized: 25,000,000 shares
     Issued: 12,808,040 shares in 1999
        and 12,794,040 shares in 1998 ......................      12,808,040       12,794,040
   Paid in capital .........................................       3,719,743        3,714,493
   Retained earnings .......................................      11,408,841       11,005,320
                                                               -------------    -------------
                                                                  27,936,624       27,513,853
   Less treasury stock, at cost ............................        (528,302)        (528,302)
                                                               -------------    -------------
                                                                  27,408,322       26,985,551
                                                               -------------    -------------
        Total liabilities and
           stockholders' equity ............................   $  46,117,335    $  47,271,168
                                                               =============    =============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       23


<PAGE>


                               EQUITY OIL COMPANY
                            STATEMENTS OF OPERATIONS
              for the years ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                       1999          1998            1997
                                                       ----          ----            ----


<S>                                               <C>            <C>             <C>
Revenues:
    Oil and gas sales .........................   $ 15,434,537   $ 12,720,876    $ 16,457,048
    Other income ..............................        334,980        457,107       1,487,924
                                                  ------------   ------------    ------------
                                                    15,769,517     13,177,983      17,944,972
                                                  ------------   ------------    ------------

Expenses:
    Leasehold operating costs .................      5,948,055      6,233,955       5,940,808
    Depreciation, depletion and amortization ..      4,072,278      5,029,119       4,675,411
    Impairment of proved oil and gas properties        313,751      4,015,158         411,894
    Equity loss in Symskaya Exploration, Inc. .        169,933        446,758         356,661
    Leasehold abandonments ....................         68,965        162,754          86,542
    3-D seismic ...............................         35,200        431,075         626,525
    Exploration ...............................      1,566,521      2,383,163       3,026,550
    General and administrative ................      1,743,590      1,914,590       2,048,194
    Interest, net of interest capitalized
      of $364,637 in 1997 .....................      1,214,600      1,298,061         733,980
                                                  ------------   ------------    ------------
                                                    15,132,893     21,914,633      17,906,565
                                                  ------------   ------------    ------------

         Income (loss) before income taxes ....        636,624     (8,736,650)         38,407

Provision for (benefit from) income taxes .....        233,103     (2,921,766)        249,563
                                                  ------------   ------------    ------------
         Net income (loss) ....................   $    403,521   $ (5,814,884)   $   (211,156)
                                                  ============   ============    ============
Basic and diluted net income (loss)
   per common share ...........................   $        .03   $       (.46)   $       (.02)
                                                  ============   ============    ============
Basic and diluted weighted
   average shares outstanding .................     12,638,377     12,623,041      12,686,211
                                                  ============   ============    ============

     The accompanying notes are an integral part of the financial statements
</TABLE>

                                       24

<PAGE>


<TABLE>
<CAPTION>
                                               EQUITY OIL COMPANY
                                             STATEMENT OF CHANGES IN
                                     STOCKHOLDERS' EQUITY for the years ended
                                        December 31, 1999, 1998 and 1997


                                                             Common Stock          Paid in      Retained        Treasury Stock
                                                        Shares         Amount      Capital      Earnings       Shares       Cost
                                                        ------         ------      -------      --------       ------       ----
<S>                                                   <C>           <C>           <C>          <C>            <C>      <C>
Balance at January 1, 1997 ......................     12,751,100    $12,751,100   $3,648,333   $17,031,360    29,000   $ (98,653)

Net (loss) ......................................                                                 (211,156)
Treasury stock purchased, $3.17 per share .......                                                            135,600    (429,649)
Common stock issued for services, $2.94 per share         10,000         10,000       19,374
                                                      ----------     ----------    ---------    ----------   -------     -------
Balance at December 31, 1997 ....................     12,761,100     12,761,100    3,667,707    16,820,204   164,600    (528,302)

Net (loss) ......................................                                               (5,814,884)
Common stock issued for services, $2.42 per share         32,940         32,940       46,786
                                                      ----------     ----------    ---------    ----------   -------     -------
Balance at December 31, 1998 ....................     12,794,040     12,794,040    3,714,493    11,005,320   164,600    (528,302)

Net income ......................................                                                  403,521
Common stock issued for services, $1.38 per share         14,000         14,000        5,250
                                                      ----------     ----------    ---------    ----------   -------     -------
Balance at December 31, 1999 ....................     12,808,040    $12,808,040   $3,719,743   $11,408,841   164,600   $(528,302)
                                                      ==========     ==========    =========    ==========   =======     =======


     The accompanying notes are an integral part of the financial statements
</TABLE>

                                       25

<PAGE>

<TABLE>
<CAPTION>

                                                EQUITY OIL COMPANY
                                             STATEMENTS OF CASH FLOWS
                                for the years ended December 31, 1999, 1998 and 1997

                                                             1999            1998            1997
                                                             ----            ----            ----
Cash flows from operating activities:
<S>                                                    <C>             <C>             <C>
   Net income (loss) ...............................   $    403,521    $ (5,814,884)   $   (211,156)
   Adjustments to reconcile net income (loss)
     to net cash provided by operating activities:
       Depreciation, depletion and amortization ....      4,072,278       5,029,119       4,675,411
       Impairment of proved oil and gas properties .        313,751       4,015,158         411,894
       Equity loss in Symskaya Exploration, Inc. ...        169,933         446,758         356,661
       (Gain) loss on property dispositions ........        (12,343)        325,558        (243,423)
       Change in other assets ......................         71,151          89,938         178,622
       Deferred income tax expense (benefit) .......         24,733      (3,209,749)       (701,888)
       Common stock issued for services ............         19,250          79,726          29,374
                                                       ------------    ------------    ------------
                                                          5,062,274         961,624       4,495,495
       Increase (decrease) from changes in:
          Accounts receivable and operator advances        (686,201)        817,827          19,135
          Other current assets .....................         41,309         195,809        (142,012)
          Accounts payable and accrued liabilities .       (210,950)        294,202        (576,853)
          Income taxes payable/receivable ..........        179,796        (344,842)        385,712
                                                       ------------    ------------    ------------
           Net cash provided by operating activities      4,386,228       1,924,620       4,181,477
                                                       ------------    ------------    ------------

Cash flows from investing activities:
   Sale of temporary cash investments ..............           --              --            49,802
   Advances to Symskaya Exploration, Inc. ..........       (169,933)       (319,210)       (356,661)
   Capital expenditures ............................     (2,406,251)     (4,126,630)     (9,547,036)
   Proceeds from sale of oil and gas properties ....        474,486          65,725         592,907
                                                       ------------    ------------    ------------
           Net cash used in investing activities ...     (2,101,698)     (4,380,115)     (9,260,988)
                                                       ------------    ------------    ------------
Cash flows from financing activities:
   Payments on revolving credit facility ...........    (18,000,000)           --              --
   Payment of revolving credit facility fees .......       (222,404)
   Borrowings under revolving credit facility ......     16,500,000       2,521,170       5,100,000
   Purchase of treasury stock ......................           --              --          (429,649)
                                                       ------------    ------------    ------------
           Net cash provided by (used in)
               financing activities ................     (1,722,404)      2,521,170       4,670,351
                                                       ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents        562,126          65,675        (409,160)

Cash and cash equivalents at beginning of year .....        444,476         378,801         787,961
                                                       ------------    ------------    ------------
Cash and cash equivalents at end of year ...........   $  1,006,602    $    444,476    $    378,801
                                                       ============    ============    ============


Supplemental  disclosures  of cash flow  information:
 Cash paid during the year
   for:
     Income taxes ..................................   $    148,938    $    495,882     $   701,694
     Interest ......................................   $  1,214,600    $  1,298,061     $   733,980

Supplemental disclosures of non-cash investing activities:
 Non-cash proceeds from oil and gas property exchange  $    366,699    $        --      $       --

     The accompanying notes are an integral part of the financial statements
</TABLE>

                                       26


<PAGE>


                               EQUITY OIL COMPANY

                          NOTES TO FINANCIAL STATEMENTS

1.       Significant Accounting Policies:

         A.    The Company:

               Equity  Oil  Company  (the  Company)  is a  Colorado  corporation
               engaged in oil and gas exploration, development and production in
               the United States, Canada and Russia.

         B.    Cash and Cash Equivalents:

               The  Company   considers  all  highly  liquid  debt   instruments
               purchased with an original maturity of three months or less to be
               cash equivalents.

         C.    Accounting for Oil and Gas Operations:

               The Company  reports  using the  "successful  efforts"  method of
               accounting  for oil and gas  operations.  The use of this  method
               results in  capitalization  of those  costs  identified  with the
               acquisition,  exploration  and  development  of  properties  that
               produce revenue or, if in the development  stage, are anticipated
               to produce  future  revenue.  Costs of  unsuccessful  exploration
               efforts are expensed in the period in which it is determined that
               such  costs  are  not   recoverable   through  future   revenues.
               Exploratory  geological  and  geophysical  costs are  expensed as
               incurred.  The costs of development wells are capitalized whether
               productive or nonproductive.

               The Company annually assesses  undeveloped oil and gas properties
               for impairment.  Any impairment recorded represents  management's
               estimate of the decline in realizable  value  experienced  during
               the  year.  The  costs  of  proved  properties  which  management
               determines are not recoverable are written off in the period such
               determination  is made. The net  capitalized  costs of proved oil
               and gas properties are measured for impairment in accordance with
               Statement of Financial Accounting Standards (SFAS) No. 121.  (See
               Note 2).

               The provision for  depreciation,  depletion and  amortization  of
               proved  oil and gas  properties  is  computed  using the units of
               production  method,   based  on  proved  oil  and  gas  reserves.
               Estimated  dismantlement,  restoration and abandonment  costs are
               expected to be offset by estimated  residual  values of lease and
               well  equipment.  Thus,  no  accrual  for  such  costs  has  been
               recorded.


                                    Continued

                                       27

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


1.       Significant Accounting Policies, Continued:

         D.    Concentration of Credit Risk:

               Substantially all of the Company's accounts receivable are within
               the oil and gas industry,  primarily  from  purchasers of oil and
               gas (see Note 5).  Although  diversified  within many  companies,
               collectibility is dependent upon the general economic  conditions
               of the industry.  The receivables are not collateralized  and, to
               date, the Company has experienced minimal bad debts. The majority
               of the  Company's  cash  and  cash  equivalents  is  held  by one
               financial institution located in Salt Lake City, Utah, and by one
               financial institution in Calgary, Alberta.

         E.    Equipment:

               The provision for  depreciation of equipment  (other than oil and
               gas equipment) is based on the  straight-line  method using asset
               lives as follows:

                            Office equipment                    10 years
                            Automobiles                          3 years

               When equipment is retired or otherwise  disposed of, the cost and
               accumulated  depreciation  are removed  from the accounts and any
               resulting   gain  or  loss  is  included  in  the   statement  of
               operations.

         F.    Foreign Operations:

               Operations and  investments in Canada have been  translated  into
               U.S. dollar equivalents at the average rate of exchange in effect
               at the transaction date.  Foreign exchange gains or losses during
               1999, 1998 and 1997 were not material.


                                    Continued

                                       28

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


1.       Significant Accounting Policies, Continued:

         G.    Net Income (Loss) Per Common Share:

               Basic  earnings  per share is computed by dividing the net income
               (loss)  by  the  weighted   average   number  of  common   shares
               outstanding.  Diluted  earnings per share is computed by dividing
               the net income (loss) by the sum of the weighted  average  number
               of common  shares and the effect of  dilutive  unexercised  stock
               options.  Options to purchase 1,434,000,  1,203,000 and 1,141,000
               shares of common stock at prices  ranging from $1.06 to $6.00 per
               share were  outstanding  at  December  31,  1999,  1998 and 1997,
               respectively, but were not included in the computation of diluted
               earnings   per  share   because   the  effect   would  have  been
               antidilutive.

         H.    Estimates:

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and assumptions  that affect the reported  amounts
               of assets and liabilities and disclosure of contingent assets and
               liabilities  at the  date  of the  financial  statements  and the
               reported  amounts of revenues and expenses  during the  reporting
               period. Actual results could differ from those estimates.

               Significant  estimates with regard to these financial  statements
               include the  estimates of proved oil and gas reserve  volumes and
               future  dismantlement  and abandonment  costs used in determining
               amortization and impairment provisions.

         I.    Hedging:

               The Company  enters  into  futures  contracts  to hedge the price
               risks  associated with oil and gas sales.  The Company defers the
               impact of changes in the market  value of these  contracts  until
               such time as the hedged  transaction is completed.  At that time,
               the impact of the changes in the fair value of these contracts is
               recognized in income.

               To  qualify  as a hedge,  the item to be hedged  must  expose the
               Company to oil and gas price risk and the hedging instrument must
               reduce that  exposure.  Any contracts held or issued that did not
               meet the  requirements of a hedge would be recorded at fair value
               in  the  balance  sheet  and  any  changes  in  that  fair  value
               recognized  in  income.  If a contract  designated  as a hedge of
               price risk is terminated, the associated gain or loss is deferred
               and  recognized  in income in the same manner as the hedged item.
               Also,  a  contract  designated  as  a  hedge  of  an  anticipated
               transaction  that is no longer  likely to occur would be recorded
               at fair value and the associated changes in fair value recognized
               in income.

                                    Continued

                                       29

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


1.       Significant Accounting Policies, Continued:



               Under the terms of its revolving credit facility,  the Company is
               required  to hedge at least  50%,  but not more than 75%,  of its
               daily oil  production  at a price not lower than the lowest price
               used in the bank's  price  deck,  for a period  between 12 and 18
               months.  The  Company  had 120 days  after  the  closing  date in
               September 1999 to have the hedge or hedges in place.  The Company
               entered into one collar agreement for 12 months effective October
               1, 1999,  covering 400 barrels per day with a floor at $18.00 per
               barrel and a ceiling at $25.30 per barrel.  The  Company  entered
               into a second collar agreement for 12 months effective January 1,
               2000,  covering  500  barrels  per day with a floor at $18.00 per
               barrel and a ceiling at $27.22 per barrel.

               As a result of the hedge entered into effective  October 1, 1999,
               revenues  were reduced by $9,784  during 1999.  The fair value of
               this  hedge at  December  31,  1999  was  $(64,000).  No  hedging
               transactions occurred in 1998 and 1997.

2.       Impairment of Proved Oil and Gas Properties:

         SFAS No.121, Accounting for the Impairment of Long Lived Assets and for
         Assets Held for  Disposal,  requires  successful  efforts  companies to
         evaluate  the  recoverability  of the net  capitalized  costs  of their
         proved  oil and  gas  properties  at a field  level.  The  SFAS  No.121
         impairment test compares the expected  undiscounted future net revenues
         from each producing field with the related net capitalized costs at the
         end  of  each  period.  When  the  net  capitalized  costs  exceed  the
         undiscounted future net revenues, the carrying value of the property is
         written down to fair value, which is determined using discounted future
         net revenues from the producing field.

         The  Company  recorded  SFAS No.  121  non-cash  impairment  charges of
         $313,751, $4,015,158 and $411,894 for 1999, 1998 and 1997,respectively.


                                    Continued

                                       30

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


3.       Income Taxes:

         The Company  accounts for income taxes in accordance with SFAS No. 109,
         Accounting for Income Taxes.  Deferred  income taxes are provided using
         enacted tax rates applied to the difference between the tax basis of an
         asset or liability and its reported amount in the financial  statements
         that will result in taxable or deductible  amounts in future years when
         the reported  amount of the asset or liability is recovered or settled,
         respectively.

         The  provision  for  (benefit   from)  income  taxes  consists  of  the
         following:

<TABLE>
<CAPTION>
                                                      1999                 1998                1997
                                                      ----                 ----                ----
         <S>                                   <C>                  <C>                 <C>
         Currently payable (receivable):
           U.S. income taxes (including
              alternative minimum tax)         $       719          $         -         $    18,584
           State income taxes                        5,000                6,500              70,512
           Canadian income taxes                   336,167              208,046             471,064
           Changes in prior years' taxes,
              including taxes due from
               Canadian audit                      (84,050)              73,437             391,291
           Deferred tax benefit                    (24,733)          (3,209,749)           (701,888)
                                                ----------           ----------          ----------
                                               $   233,103          $(2,921,766)        $   249,563
                                                ==========           ==========          ==========

</TABLE>


                                    Continued

                                       31

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued



         3.   Income Taxes, Continued:

         The  components  of the net deferred  tax  liability as of December 31,
         1999 and 1998 were as follows:
<TABLE>
<CAPTION>

                                                                               1999           1998
                                                                               ----           ----


<S>                                                                       <C>            <C>
Deferred tax assets:
  AMT credit carryforward .............................................   $   312,650    $   311,931
  State income taxes ..................................................         1,849          2,403
  Deferred compensation ...............................................        17,783         17,014
  Geological and geophysical costs ....................................       600,923        645,680
  Accrued interest ....................................................       893,755        660,319
  Foreign tax credit carryforward .....................................       491,862        699,908
  Statutory depletion carryforward ....................................          --           82,287
  Equity loss and impairment of investment
    in Symskaya Exploration, Inc. .....................................     2,844,742      2,781,918
  Net operating loss carryforward .....................................     2,104,119      2,271,216
                                                                          -----------    -----------
                                                                            7,267,683      7,472,676
  Valuation allowance .................................................      (491,862)      (699,908)
                                                                          -----------    -----------
  Total deferred tax asset ............................................     6,775,821      6,772,768
                                                                          -----------    -----------

Deferred tax liabilities:
  Deferred income .....................................................        42,719         39,402
  Property and equipment ..............................................     8,342,487      8,321,804
  Other assets ........................................................        38,631         34,845
                                                                          -----------    -----------
  Total deferred tax liability ........................................     8,423,837      8,396,051
                                                                          -----------    -----------

Net deferred tax liability ............................................   $ 1,648,016    $ 1,623,283
                                                                          ===========    ===========

The net  deferred  tax  liability  as of December  31, 1999 and 1998 is
reflected in the balance sheet as follows:

  Current deferred tax asset ..........................................   $   (19,632)   $   (19,417)
  Long-term deferred tax liability ....................................     1,667,648      1,642,700
                                                                          -----------    -----------

                                                                          $ 1,648,016    $ 1,623,283
                                                                          ===========    ===========

</TABLE>



                                    Continued

                                       32

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


3.       Income Taxes, Continued:

         The provision  for (benefit  from) income taxes differs from the amount
         that would be provided by applying the statutory  U.S.  Federal  income
         tax rate to the income  (loss)  before  income taxes for the  following
         reasons:

<TABLE>
<CAPTION>
                                                             1999            1998              1997
                                                             ----            ----              ----

<S>                                                        <C>           <C>                <C>
         Federal statutory tax expense (benefit)           $216,452      $(2,970,461)       $ 13,058
         Increase (reduction) in taxes
           resulting from:
              State taxes (net of federal
               benefit)                                       6,733         (255,742)         (5,323)
              Canadian taxes (net of foreign
                 tax credits)                               221,870          208,046         113,882
              Excess allowable percentage
               depletion                                   (124,638)         (54,059)       (162,297)
              Investment tax and other credits                   -                 -         (84,136)
              Changes in prior years' taxes,
                including taxes due from
                 Canadian audit                             (87,314)         150,450         374,379
                                                           --------        ---------        --------

         Provision for (benefit from) income taxes         $233,103      $(2,921,766)       $249,563
                                                           ========        =========        ========

</TABLE>

         At  December  31,  1999,  the  Company  had  approximately  $312,650 of
         alternative  minimum  tax  credit  carryforwards  which can be  carried
         forward indefinitely,  and approximately $491,862 of foreign tax credit
         carryforwards  which begin to expire in 2000. In addition,  the Company
         has approximately  $5,817,000 of net operating loss carryforwards which
         expire in 2018.


                                    Continued

                                       33
<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


4.       Stock-Based Compensation Plan:

         At December  31,  1999,  the Company had one  stock-based  compensation
         plan,  which is described below. The Company applies APB Opinion No. 25
         and related  Interpretations in accounting for this plan.  Accordingly,
         no  compensation  cost has  been  recognized  for  options  granted  to
         employees under its fixed stock option plan. Had compensation  cost for
         the Company's  stock-based  compensation  plan been determined based on
         the fair value at the grant  dates  consistent  with the method of SFAS
         No. 123,  Accounting  for Stock Based  Compensation,  the Company's net
         income  (loss) and net income  (loss) per share would have been changed
         to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                       1999           1998               1997
                                                       ----           ----               ----

         <S>                       <C>               <C>          <C>               <C>
         Net income (loss)         As reported       $403,521     $(5,814,884)      $(211,156)
                                   Pro forma         $239,294     $(5,991,191)      $(336,511)

         Net income (loss)
                  per share        As reported           $.03           $(.46)          $(.02)
                                   Pro forma             $.02           $(.47)          $(.03)

</TABLE>

         Under the 1993 Equity Oil Company  Incentive  Stock  Option  Plan,  the
         Company may grant options to its employees for up to 1.4 million shares
         of common  stock.  The  options  may take the form of  incentive  stock
         options,  non-qualified stock options,  and non-qualified stock options
         with tandem  stock  appreciation  rights.  The  exercise  price of each
         option  equals the market price of the  Company's  stock on the date of
         grant,  and an option's  maximum term is 10 years.  Options are granted
         from time to time at the discretion of the Board of Directors, and vest
         over periods of one to five years from the grant date.

         The fair value of each option  grant is  estimated on the date of grant
         using  the  Black-Scholes   option-pricing  model  with  the  following
         weighted-average  assumptions  used for  grants in 1999,  1998 and 1997
         respectively: expected volatility of 112, 138 and 50 percent, risk-free
         interest  rates of 5.1, 5.5 and 6.3 percent;  expected  life of 5 years
         and dividend yield of zero for all three years.

                                    Continued

                                       34

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued



4.      Stock-Based Compensation Plan, Continued:

<TABLE>
<CAPTION>

                                                  1999                         1998                          1997
                                     ----------------------------  ---------------------------    --------------------------
                                       Shares    Weighted-Average    Shares   Weighted-Average     Shares   Weighted-Average
Fixed Options                          (000)      Exercise Price     (000)     Exercise Price      (000)     Exercise Price
-------------                        ---------   ----------------  ---------   ---------------    --------   ----------------
<S>                                     <C>            <C>             <C>           <C>           <C>             <C>
Outstanding at beginning of year        1,203          $4.14           1,141         $4.33         1,076           $4.42
Granted                                   323           1.06             150          2.50           121            3.56
Exercised                                   -              -               -             -             -             -
Forfeited                                 (92)          4.08             (88)         3.87           (56)           4.37
                                       ------                         ------                      ------
Outstanding at end of  year             1,434           3.45           1,203          4.14         1,141            4.33
                                       ======                         ======                      ======

Options exercisable at year-end           973                            900                         880
                                       ======                         ======                      ======
Weighted-average fair value of
   options granted during the year                     $ .88                         $2.21                         $1.56

</TABLE>
     The  following  table  summarizes  information  about fixed  stock  options
outstanding at December 31, 1999:
<TABLE>
<CAPTION>

                                          Options Outstanding                                    Options Exercisable
                        --------------------------------------------------------         ----------------------------------
                          Number           Weighted-Average                                Number
    Range of            Outstanding            Remaining        Weighted-Average         Exercisable        Weighted-Average
  Exercise Prices       at 12/31/99        Contractual Life      Exercise Price          at 12/31/99          Exercise Price
<S>                        <C>                  <C>                 <C>                     <C>                 <C>
$1.06 to $1.06             323,000              9.25   years        $1.06                         0             $1.06
$2.50 to $3.56             326,000              6.48                $3.11                   230,000             $3.20
$3.63 to $4.00             269,500              2.96                $3.87                   262,200             $3.88
$4.25 to $5.00             254,000              3.98                $4.55                   254,000             $4.55
$5.13 to $6.00             261,500              4.60                $5.31                   226,700             $5.33
                         ---------              ----                -----                   -------             -----
                         1,434,000              5.66                $3.45                   972,900             $4.23
                         =========              ====                =====                   =======             =====
</TABLE>


5.        Geographic Segment Information:

          During  1998,  the  Company  adopted  SFAS No. 131,  Disclosure  about
          Segments  of an  Enterprise  and  Related  Information.  SFAS No.  131
          supersedes SFAS No. 14, Financial Reporting for Segments of a Business
          Enterprise.  The adoption of SFAS No. 131 did not affect the Company's
          results of operations or financial position.

          The Company operates in the exploration and production  segment of the
          oil and gas  industry.  The  Company's  operations  are located in the
          following geographical areas.
<TABLE>
<CAPTION>

                                             Revenues                                               Long-lived Assets
                                  for the years ended December 31,                                  as of December 31,
                          ------------------------------------------------         -----------------------------------------------

                            1999               1998               1997                 1999               1998             1997
                            ----               ----               ----                 ----               ----             ----
<S>                       <C>               <C>                <C>                 <C>                <C>             <C>
United States             $13,625,811       $11,199,836        $14,150,670         $ 94,104,683       $95,009,887     $104,094,883
Canada                      1,808,726         1,521,040          2,306,378            9,469,943         9,397,928        9,277,008
                          -----------       -----------        -----------         ------------      ------------     ------------
Total                     $15,434,537       $12,720,876        $16,457,048         $103,574,626      $104,407,815     $113,371,891
                          ===========       ===========        ===========         ============      ============     ============


</TABLE>




                                    Continued

                                       35

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


5.       Geographic Segment Information, Continued:

         Revenue from a major U.S. oil company  accounted for  approximately  31
         percent of total revenues in 1999, 32 percent of total revenues in 1998
         and 38 percent of total  revenues in 1997.  The Company  believes  this
         purchaser could be replaced, if necessary, without a loss in revenue.

6.       Symskaya Exploration:

         Symskaya Exploration,  Incorporated, a company in the development stage
         and a Texas  corporation  (Symskaya),  was formed on November 25, 1991,
         and is engaged in oil and gas  exploration in Russia.  Symskaya holds a
         Combined  License  (License)  which  grants it the  exclusive  right to
         explore,  develop and produce  hydrocarbons on a contract area totaling
         approximately   1,100,000  acres  in  the  Yenisysk   District  of  the
         Krasnoyarsk Krai in the Russian  Federation.  The License has a primary
         term of 25 years from November 15, 1993.

         The work to be performed and the obligations and rights of Symskaya are
         set forth in the License and a Production Sharing Agreement (PSA) which
         is an integral part of the License. Under the License and PSA, Symskaya
         will  provide  funding for all  exploration  and  development  and will
         recover these costs from 80% of hydrocarbon production after payment of
         an 8% royalty. The remaining 20% of any hydrocarbon production,  net of
         royalty, will be shared by Symskaya and the Russian government based on
         the rate of production.  As of December 31, 1999, the Symskaya area had
         not received approval by the Russian federal government as a production
         sharing area.

         Minimum   expenditures   required  under  the  License  and  PSA  total
         $12,000,000  during  the first five years of the  License  term,  which
         began on November  15,  1993.  As of December  31,  1999,  Symskaya had
         satisfied all of the minimum expenditures required.

         Symskaya is owned 50% each by Equity Oil Company  (Equity) and Leucadia
         National Corporation, (Leucadia). Leucadia acquired 50% of the stock of
         Symskaya effective January 1, 1994, in exchange for their commitment to
         spend up to  $6,000,000,  in an amount  equal to that  spent by Equity,
         towards the Symskaya  project through the drilling,  completion  and/or
         plugging  and  abandonment  of the  initial  test  well,  the Lemok #1.
         Pursuant to a Shareholders' Agreement, Leucadia was not required to pay
         any part of the  amounts  previously  advanced  by Equity  under a Loan
         Agreement  with  Symskaya,  with the exception of one-half (1/2) of the
         interest on a $1,740,519  loan between  Equity and  Symskaya.  The loan
         reflects  the  initial  investment  by  Equity  in  Symskaya  prior  to
         Leucadia's ownership.




                                    Continued

                                       36

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued



6.       Symskaya Exploration, Continued:

         Amounts  advanced  by Equity  and  Leucadia  after  January 1, 1994 are
         treated as interest-bearing notes payable or equity, as mutually agreed
         upon  by the  respective  companies.  The  Shareholder  Agreement  with
         Leucadia also  requires  that Leucadia  share equally in the payment of
         the  one  (1%)  percent  royalty   obligation  in  favor  of  Coastline
         Exploration,  Inc. on future  revenues from the Symskaya  project.  The
         Company's President serves on Leucadia's Board of Directors.

         The Company's  investment in Symskaya is being  accounted for using the
         equity method of accounting.

         In 1996,  Symskaya plugged and abandoned the Lemok #1 well, and charged
         all  capitalized  costs to expense.  Subsequent  to the plugging of the
         Lemok #1 well,  the Company  and  Leucadia  agreed to suspend  interest
         payments  on  Symskaya's  notes with the  Company.  The  Company has no
         current  plans to fund future  exploratory  drilling by  Symskaya.  The
         Company's 50% share of Symskaya's net loss, excluding losses related to
         interest payable to the Company, was $169,933, $446,758 and $356,661 in
         1999,  1998 and 1997,  respectively.  The  Company's  investment in and
         advances to Symskaya were charged to expense as of December 31, 1996.

7.       Note Payable:

         In  September  of 1999,  the Company  obtained a $50  million  Reducing
         Revolving  Credit  Facility  (the  Facility),  with a commitment of $17
         million as of  December  31,  1999,  which  replaced  its prior  credit
         facility. The terms of the Facility call for interest payments only, at
         the lower of prime or LIBOR plus 2.25%,  until  September  9, 2002,  at
         which time the principal  amount becomes due. An unused  commitment fee
         of 1/2% will be  charged  to the  Company  based on the  average  daily
         unused  portion of the  Facility.  The  Facility is  collateralized  by
         essentially  all oil and gas assets of the Company.  As of December 31,
         1999, the outstanding  balance under the Facility was $15,000,000 at an
         average interest rate of 8.42%.

         Future  maturities  on the  Facility  as of  December  31,  1999 are as
         follows:

                  2000              $         -
                  2001                        -
                  2002               15,000,000
                                     ----------
                                    $15,000,000



                                    Continued

                                       37

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


7.       Note Payable, Continued:

         The Facility  contains  provisions  relating to  maintenance of certain
         financial  ratios,  as well as  restrictions  governing its use.  Under
         covenants  contained  in the  Facility,  the Company has agreed,  among
         other  things,  not to  advance  any  proceeds  from  the  Facility  to
         Symskaya,  not to pay  dividends,  and not to merge with or acquire any
         other  company  without the prior  approval of the bank. As of December
         31,  1999,  the Company was in  compliance  with all  covenants  in the
         Facility.  Facility  fees,  which are  reflected as other assets in the
         accompanying  balance  sheet,  are being  amortized on a straight  line
         basis over 36 months.

8.       Quarterly Financial Data (Unaudited):

         Quarterly  financial  information for the years ended December 31, 1999
         and 1998 is as follows:
<TABLE>
<CAPTION>

1999 Quarter Ended:               December 31    September 30     June 30       March 31
                                  -----------    -----------    -----------    -----------

<S>                               <C>            <C>            <C>            <C>
Net revenues ..................   $ 4,995,330    $ 4,311,235    $ 3,515,233    $ 2,618,352

Gross margin ..................     2,032,571      1,645,306      1,195,995        232,194

Net income (loss) .............       441,743        422,532        111,945       (572,699)

Basic and diluted income (loss)
   per common share ...........   $       .03    $       .03    $       .01    $      (.05)
                                  ===========    ===========    ===========    ===========


1998 Quarter Ended:               December 31    September 30     June 30       March 31
                                  -----------    -----------    -----------    -----------

Net revenues ..................   $ 3,093,918    $ 3,113,521    $ 3,024,311    $ 3,508,460

Gross margin ..................       123,384        301,843        442,379        609,530

Net loss ......................    (3,028,324)    (1,250,826)      (893,728)      (642,006)

Basic and diluted loss
   per common share ...........   $      (.24)   $      (.10)   $      (.07)   $      (.05)
                                  ===========    ===========    ===========    ===========

</TABLE>



                                    Continued

                                       38

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


9.      Disclosures About Oil and Gas Producing Activities:
<TABLE>
<CAPTION>

           Capitalized Costs:
                                           United States          Canada              Russia                Total
                                           -------------          ------              ------                -----
        1999:


<S>                                         <C>                <C>                  <C>                 <C>
        Unproved oil and gas
           properties                       $  2,358,084       $    30,735                              $  2,388,819
        Proved oil and gas
           properties                         90,779,602         9,439,208                               100,218,810
                                             -----------        ----------                               -----------
                                              93,137,686         9,469,943                               102,607,629
        Accumulated depreciation,
           depletion and amortization        (55,037,943)       (7,762,157)                              (62,800,100)
                                             -----------        ----------                               -----------

        Net capitalized costs               $ 38,099,743       $ 1,707,786                              $ 39,807,529
                                             ===========        ==========                               ===========
        Symskaya, equity method
           (see Note 6)                                                             $         -
                                                                                     ==========

        1998:

        Unproved oil and gas
           properties                       $  2,969,999        $   33,224                              $  3,003,223
        Proved oil and gas
           properties                         91,206,116         9,364,704                               100,570,820
                                             -----------        ----------                               -----------
                                              94,176,115         9,397,928                               103,574,043
        Accumulated depreciation,
           depletion and amortization        (53,212,301)       (7,453,705)                              (60,666,006)
                                             -----------        ----------                               -----------

        Net capitalized costs               $ 40,963,814        $1,944,223                              $ 42,908,037
                                             ===========        ==========                               ===========
        Symskaya, equity method
           (see Note 6)                                                             $         -
                                                                                     ==========

        1997:

        Unproved oil and gas
           properties                       $  3,471,138        $   33,224                              $  3,504,362
        Proved oil and gas
           properties                         99,863,977         9,243,784                               109,107,761
                                             -----------        ----------                               -----------
                                             103,335,115         9,277,008                               112,612,123
        Accumulated depreciation,
           depletion and amortization        (58,065,779)       (6,292,480)                              (64,358,259)
                                             -----------         ----------                              -----------

        Net capitalized costs               $ 45,269,336        $2,984,528                              $ 48,253,864
                                             ===========         ==========                              ===========
        Symskaya, equity method
           (see Note 6)                                                             $         -
                                                                                     ==========
</TABLE>


                                    Continued

                                       39

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


9.      Disclosures About Oil and Gas Producing Activities, Continued:

<TABLE>
<CAPTION>
        Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities:

        1999:                              United States          Canada              Russia                Total
                                           -------------          ------              ------                -----


<S>                                          <C>                <C>                 <C>                 <C>
        Acquisition of properties:
           Proved                            $  946,665                                                 $   946,665
           Unproved                             200,541                                                     200,541
        Exploration costs                     1,863,875         $   30,073                                1,893,948
        Development costs                     1,062,408            110,521                                1,172,929
        Symskaya, equity method                                                      $ 169,933              169,933

        1998:

        Acquisition of properties:
           Proved                                                                                                 -
           Unproved                         $   124,066                                                 $   124,066
        Exploration costs                     4,423,128         $   27,529                                4,450,657
        Development costs                     2,270,849            267,392                                2,538,241
        Symskaya, equity method                                                      $ 446,758              446,758

        1997:

        Acquisition of properties:
           Proved                            $3,226,494                                                 $ 3,226,494
           Unproved                           1,227,117                                                   1,227,117
        Exploration costs                     4,468,531         $   25,103                                4,493,634
        Development costs                     4,169,802             43,125                                4,212,927
        Symskaya, equity method                                                      $ 356,661              356,661

</TABLE>


                                    Continued

                                       40



<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


9.      Disclosures About Oil and Gas Producing Activities, Continued:
<TABLE>
<CAPTION>

        Results of Operations (Unaudited):

1999:                                                   United States          Canada             Russia            Total

<S>                                                     <C>                   <C>              <C>                 <C>
Oil and gas sales                                       $ 13,625,811          $1,808,726                           $15,434,537
Production costs                                          (5,422,811)           (525,244)                           (5,948,055)
Exploration expenses                                      (1,650,413)            (20,273)                           (1,670,686)
Depreciation, depletion and amortization                  (3,761,339)           (310,939)                           (4,072,278)
Impairment of proved
    oil and gas properties                                  (313,751)                  -                              (313,751)
Equity loss in Symskaya Exploration, Inc.                                                      $   (169,933)          (169,933)
                                                          ----------           ---------          ---------         ----------
                                                           2,477,497             952,270           (169,933)         3,259,834
Imputed income tax benefit (expense)                        (677,741)           (423,760)            63,725         (1,037,776)
                                                          ----------           ---------          ---------         ----------
Results of operations from producing activities          $ 1,799,756          $  528,510       $   (106,208)       $ 2,222,058
                                                          ==========          ==========         ==========         ==========

1998:

Oil and gas sales                                       $ 11,199,836          $1,521,040                           $12,720,876
Production costs                                          (5,665,047)           (568,908)                           (6,233,955)
Exploration expenses                                      (2,954,780)            (22,212)                           (2,976,992)
Depreciation, depletion and amortization                  (4,720,913)           (308,206)                           (5,029,119)
Impairment of proved
    oil and gas properties                                (4,015,158)                  -                            (4,015,158)
Equity loss in Symskaya Exploration, Inc.                                                      $   (446,758)          (446,758)
                                                          ----------           ---------          ---------         ----------
                                                          (6,156,062)            621,714           (446,758)        (5,981,106)
Imputed income tax benefit (expense)                       2,308,523            (276,663)           167,534          2,199,394
                                                          ----------           ---------          ---------         ----------
Results of operations from producing activities          $(3,847,539)        $   345,051       $   (279,224)     $  (3,781,712)
                                                          ==========          ==========         ==========         ==========

1997:

Oil and gas sales                                        $14,150,670          $2,306,378                           $16,457,048
Production costs                                          (5,300,909)           (639,899)                           (5,940,808)
Exploration expenses                                      (3,718,531)            (21,086)                           (3,739,617)
Depreciation, depletion and amortization                  (4,385,015)           (290,398)                           (4,675,413)
Impairment of proved
    oil and gas properties                                  (411,894)                  -                              (411,894)
Equity loss in Symskaya Exploration, Inc.                                                       $  (356,661)          (356,661)
                                                          ----------           ---------          ---------         ----------
                                                             334,321           1,354,995           (356,661)         1,332,655
Imputed income tax benefit (expense)                          77,745            (245,790)           133,748            (34,297)
                                                          ----------           ---------          ---------         ----------
Results of operations from producing activities         $    412,066          $1,109,205        $  (222,913)      $  1,298,358
                                                          ==========          ==========         ==========         ==========

</TABLE>


The imputed income tax benefit (expense) is hypothetical and determined  without
regard to the Company's  deduction for general and  administrative  and interest
expense.




                                    Continued

                                       41

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


9.             Disclosures About Oil and Gas Producing Activities, Continued:

               Reserves and Future Net Cash Flows (Unaudited):

               Estimates of reserve quantities and related future net cash flows
               are calculated using unescalated  year-end oil and gas prices and
               operating costs,  and may be subject to substantial  fluctuations
               based on the  prices in effect at the end of each  year.  Reserve
               revisions  occur  when  the  economic  limit  of  a  property  is
               lengthened or shortened due to changes in commodity pricing.  The
               following  table sets forth the weighted  average  prices used in
               calculating  estimated  reserve  quantities  and  future net cash
               flows at the end of 1999, 1998 and 1997:

<TABLE>
<CAPTION>

                                        United States                Canada                   Total
                                     Oil          Gas          Oil           Gas       Oil            Gas
                                     ---          ---          ---           ---       ---            ---

           <S>                      <C>           <C>        <C>          <C>        <C>              <C>
           December 31, 1999        $23.28        $1.95      $20.40       $1.71      $22.99           $1.93

           December 31, 1998        $10.97        $2.06      $9.92        $1.49      $10.80           $1.95

           December 31, 1997        $15.49        $2.13      $12.35       $1.51      $14.99           $2.03
</TABLE>



               Estimates of Proved Oil and Gas Reserves(Unaudited):

               The  following  tables  present the  Company's  estimates  of its
               proved oil and gas reserves.  The Company emphasizes that reserve
               estimates  are  inherently  imprecise  and that  estimates of new
               discoveries  are more  imprecise  than those of producing oil and
               gas properties. Accordingly, the estimates are expected to change
               as future information  becomes  available.  Reserve estimates are
               prepared by the Company and audited by the Company's  independent
               petroleum reservoir  engineers,  Fred S. Reynolds and Associates,
               who have  issued  a  report  expressing  their  opinion  that the
               reserve  information  in the following  tables  complies with the
               applicable  rules  promulgated  by the  Securities  and  Exchange
               Commission  and the Financial  Accounting  Standards  Board.  The
               volumes  presented  on the  following  pages are in  thousands of
               barrels for oil and thousands of mcf for gas.






                                    Continued

                                       42

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


9.      Estimates of Proved Oil and Gas Reserves, Continued:
<TABLE>
<CAPTION>

        Reserves and Future Net Cash Flows (Unaudited):

                                                   United States            Canada                Total
        December 31, 1999:                         Oil        Gas        Oil       Gas        Oil        Gas
        ------------------                         ---        ---        ---       ---        ---        ---

<S>                                               <C>       <C>         <C>        <C>        <C>       <C>
Proved developed and undeveloped reserves:
   Beginning of year ........................     5,117     15,411      1,076      3,599      6,193     19,010
   Revisions of previous estimates ..........     3,181        274        261       (841)     3,442       (567)
   Extensions and discoveries ...............         6        529       --         --            6        529
   Acquisition of minerals in place .........       563         34       --         --          563         34
   Sales of minerals in place ...............      (249)      (642)      --         --         (249)      (642)
   Production ...............................      (576)    (1,768)       (86)      (265)      (662)    (2,033)
                                                -------    -------    -------    -------    -------    -------
   End of year ..............................     8,042     13,838      1,251      2,493      9,293     16,331
                                                =======    =======    =======    =======    =======    =======

Proved developed reserves:
   Beginning of year ........................     4,870     12,683      1,076      3,599      5,946     16,282
   End of year ..............................     7,808     13,663      1,017      2,318      8,825     15,981

                                                   United States            Canada                Total
        December 31, 1998:                         Oil        Gas        Oil       Gas        Oil        Gas
        ------------------                         ---        ---        ---       ---        ---        ---
Proved developed and undeveloped reserves:
   Beginning of year ........................     7,168     15,457      1,252      3,452      8,420     18,909
   Revisions of previous estimates ..........    (1,817)      (459)       (79)       494     (1,896)        35
   Extensions and discoveries ...............       361      2,505       --         --          361      2,505
   Production ...............................      (595)    (2,092)       (97)      (347)      (692)    (2,439)
                                                -------    -------    -------    -------    -------    -------
   End of year ..............................     5,117     15,411      1,076      3,599      6,193     19,010
                                                =======    =======    =======    =======    =======    =======

Proved developed reserves:
   Beginning of year ........................     6,972     11,932      1,252      3,452      8,224     15,384
   End of year ..............................     4,870     12,683      1,076      3,599      5,946     16,282

                                                   United States            Canada                Total
        December 31, 1997:                         Oil        Gas        Oil       Gas        Oil        Gas
        ------------------                         ---        ---        ---       ---        ---        ---
Proved developed and undeveloped reserves:
   Beginning of year ........................     7,252     14,910      1,117      2,707      8,369     17,617
   Revisions of previous estimates ..........      (806)      (694)       251      1,194       (555)       500
   Acquisitions of minerals in place ........     1,085        438       --         --        1,085        438
   Extensions and discoveries ...............       202      2,423       --         --          202      2,423
   Sales of minerals in place ...............       (45)      --         --         --          (45)      --
   Production ...............................      (520)    (1,620)      (116)      (449)      (636)    (2,069)
                                                -------    -------    -------    -------    -------    -------
   End of year ..............................     7,168     15,457      1,252      3,452      8,420     18,909
                                                =======    =======    =======    =======    =======    =======

Proved developed reserves:
   Beginning of year ........................     7,219     11,133      1,117      2,707      8,336     13,840
   End of year ..............................     6,972     11,932      1,252      3,452      8,224     15,384

</TABLE>

                                    Continued

                                       43

<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued


9.      Disclosures About Oil and Gas Producing Activities, Continued:
<TABLE>
<CAPTION>
<CAPTION>

        Standardized  Measure of  Discounted  Future Net Cash Flows and  Changes
        Therein Relating to Proved Oil and Gas Reserves (Unaudited):

                                                         Thousands of Dollars
                                                United States    Canada        Total
1999:                                             ---------    ---------    ---------

<S>                                               <C>          <C>          <C>
Future cash inflows ...........................   $ 215,342    $  27,122    $ 242,464
Future production and development costs .......    (108,395)     (12,147)    (120,542)
                                                  ---------    ---------    ---------
Future net cash flows before income taxes .....     106,947       14,975      121,922
10% annual discount for estimated timing
   of cash flows ..............................     (51,627)      (6,929)     (58,556)
                                                  ---------    ---------    ---------
Standardized measure of discounted future
   net cash flows before income taxes .........      55,320        8,046       63,366
Future income taxes, net of 10% annual discount     (13,951)      (2,629)     (16,580)
                                                  ---------    ---------    ---------
Standardized measure of discounted future
   net cash flows .............................   $  41,369    $   5,417    $  46,786
                                                  =========    =========    =========

1998:

Future cash inflows ...........................   $  88,549    $  15,442    $ 103,991
Future production and development costs .......     (54,825)      (7,811)     (62,636)
                                                  ---------    ---------    ---------
Future net cash flows before income taxes .....      33,724        7,631       41,355
10% annual discount for estimated timing
   of cash flows ..............................     (13,176)      (2,969)     (16,145)
                                                  ---------    ---------    ---------
Standardized measure of discounted future
   net cash flows before income taxes .........      20,548        4,662       25,210
Future income taxes, net of 10% annual discount      (1,479)        (929)      (2,408)
                                                  ---------    ---------    ---------
Standardized measure of discounted future
   net cash flows .............................   $  19,069    $   3,733    $  22,802
                                                  =========    =========    =========

1997:
Future cash inflows ...........................   $ 149,066    $  19,350    $ 168,416
Future production and development costs .......     (93,945)      (8,470)    (102,415)
                                                  ---------    ---------    ---------
Future net cash flows before income taxes .....      55,121       10,880       66,001
10% annual discount for estimated timing
   of cash flows ..............................     (24,778)      (3,814)     (28,592)
                                                  ---------    ---------    ---------
Standardized measure of discounted future
   net cash flows before income taxes .........      30,343        7,066       37,409
Future income taxes, net of 10% annual discount      (6,071)      (2,439)      (8,510)
                                                  ---------    ---------    ---------
Standardized measure of discounted future
   net cash flows .............................   $  24,272    $   4,627    $  28,899
                                                  =========    =========    =========

</TABLE>







                                    Continued

                                       44


<PAGE>


                               EQUITY OIL COMPANY

                    NOTES TO FINANCIAL STATEMENTS, Continued



9.       Disclosures About Oil and Gas Producing Activities, Continued:

         Standardized  Measure of  Discounted  Future Net Cash Flows and Changes
         Therein Relating to Proved Oil and Gas Reserves (Unaudited), Continued:


         Future net cash flows were computed  using  year-end  prices and costs,
         and year-end statutory tax rates with consideration of future tax rates
         already legislated (adjusted for permanent  differences that related to
         proved oil and gas reserves).

<TABLE>
<CAPTION>

         Principal  sources of change in the standardized  measure of discounted
         future net cash flow are as follows:
                                                        Thousands of Dollars
                                                    1999        1998        1997


<S>                                              <C>         <C>         <C>
Sales and transfers of oil and gas produced,
   net of production costs ...................   $ (9,486)   $ (6,487)   $(10,516)
Net changes in prices and production costs ...     29,172     (10,019)    (45,280)
Extensions and discoveries, less related costs        294       2,098       1,639
Purchases of minerals in place ...............      3,373        --         3,787
Sales of minerals in place ...................       (959)       --          (339)
Changes in estimated future development costs      (3,033)      2,630      (1,447)
Revisions of previous quantity estimates .....     23,747      (4,495)     (1,573)
Accretion of discount ........................      2,521       3,558       7,912
Net change in income taxes ...................    (15,204)      3,315      18,100
Changes in production rates (timing) and other     (6,441)      3,303       1,880
                                                 --------    --------    --------

                                                 $ 23,984    $ (6,097)   $(25,837)
                                                 ========    ========    ========
</TABLE>












                                       45

<PAGE>


ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES:

None.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF COMPANY

The  information   contained  under  the  headings  Election  of  Directors  and
Continuing  Directors and Executive  Officers  contained on pages 2 and 4 in the
definitive  proxy statement to be filed in connection with the Company's  annual
meeting on May 10, 2000 is  incorporated  herein by  reference in answer to this
item.

ITEM 11.  EXECUTIVE COMPENSATION

The information  contained under the heading  Executive  Compensation on pages 7
through 10 in the definitive  proxy statement to be filed in connection with the
Company's annual meeting on May 10, 2000 is incorporated  herein by reference in
answer to this item.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information  contained under the headings  Security  Ownership of Management
and Voting Securities & Principal  Holders Thereof,  contained on pages 5 and 12
in the definitive  proxy  statement to be filed in connection with the Company's
annual meeting on May 10, 2000 is incorporated  herein by reference in answer to
this item.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.



                                       46

<PAGE>




                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K:

                                                                     Page:
(a) (1)  Financial Statements:

   Report of Independent Accountants                                  22
   Financial Statements:

     Balance Sheets as of December 31, 1999 and 1998                  23

     Statements of Operations for the years ended
       December 31, 1999, 1998 and 1997                               24

     Statements of Changes in Stockholders' Equity
       for the years ended December 31, 1999, 1998 and 1997           25

     Statements of Cash Flows for the years ended
       December 31, 1999, 1998 and 1997                               26

     Notes to Financial Statements                                    27

    (3) Exhibits

       (3)(i)  Restated Articles of Incorporation. Incorporated by reference
               from the annual  report on Form 10-K for the year ended  December
               31, 1995.

         (ii)  Amended By-Laws. Incorporated by reference from the annual report
               on Form 10-K for the year ended December 31, 1997.

      (10) Material Contracts

         (i) Change in Control Compensation Agreements for Paul M. Dougan, James
             B. Larson, and Clay Newton. Incorporated by reference from the
             annual report on Form 10-K for the year ended December 31, 1997.

        (ii) Loan agreement between Equity Oil Company and Bank One Texas, N.A.
             Incorporated by reference from the quarterly report on Form 10-Q
             for the period ended September 30, 1999.

      (21) Subsidiaries.  Incorporated by reference from the annual report on
         Form 10-K for the year ended December 31, 1995.

      (23) Consent of Experts.  Consent of  PricewaterhouseCoopers  LLP
         regarding Form S-8 Registration.

(b)Reports on Form 8-K

                  None.



                                       47

<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

         EQUITY OIL COMPANY


         By  Paul M. Dougan
             --------------
             President
             Chief Executive Officer


         By  Clay Newton
             -----------
             Treasurer
             Chief Financial Officer
             Principal Accounting Officer

Date:    March 1, 2000

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.



   Douglas W. Brandrup                       Joseph C. Bennett
-------------------------              ------------------------
         Director                                Director

      March 1, 2000                           March 1, 2000
-------------------------              ------------------------
          Date                                     Date

    William D. Forster                      Philip J. Bernhisel
-------------------------              ------------------------
         Director                                Director

      March 1, 2000                           March 1, 2000
-------------------------              ------------------------
          Date                                     Date

     Randolph G. Abood                       W. Durand Eppler
-------------------------              ------------------------
         Director                                Director

      March 1, 2000                           March 1, 2000
-------------------------              ------------------------
          Date                                     Date

     William P. Hartl
-------------------------
        Director

      March 1, 2000
-------------------------
          Date