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

PART I. – FINANCIAL INFORMATION

EQUITY OIL COMPANY

STATEMENTS OF OPERATIONS

for the three months ended March 31, 2004 and 2003

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

EQUITY OIL COMPANY

STATEMENTS OF OPERATIONS

for the three months ended March 31, 2004 and 2003

Continued

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

EQUITY OIL COMPANY

STATEMENTS OF COMPREHENSIVE INCOME

for the three months ended March 31, 2004 and 2003

EQUITY OIL COMPANY

BALANCE SHEETS

As of March 31, 2004 and December 31, 2003

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

EQUITY OIL COMPANY

STATEMENTS OF CASH FLOWS

for the three months ended March 31, 2004 and 2003

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

EQUITY OIL COMPANY

NOTES TO FINANCIAL STATEMENTS

Note 1. Interim Financial Statements

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

The financial statements and the accompanying notes to financial statements have been prepared according to rules and regulations of the Securities and Exchange Commission. Accordingly, certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. These financial statements should be read in conjunction with the Company's 2003 Annual Report on Form 10-K.

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

Note 2. Net Income Per Share

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

Note 3. Hedging Activities

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

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

Note 4. Asset Retirement Obligation

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

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

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

Note 5. Stock Based Compensation Plans

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

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

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

Note 6. Discontinued Operations

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

Note 7. Intangible Assets

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

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

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

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

Note 8. Merger Agreement

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

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

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

RESULTS OF OPERATIONS

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

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

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

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

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

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

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

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

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

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

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

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

CAPITAL RESOURCES AND LIQUIDITY

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

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

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

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

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

OFF BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

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