Filing Date - May 18, 2001

                                  SEC File No.
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S - 8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               EQUITY OIL COMPANY
             (Exact name of registrant as specified in its charter)
          Colorado                                            87-0129795
    tate of Incorporation)                           (I.R.S. Employer I.D. No.)
                          10 West 300 South, Suite 806
                           Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                     THE EQUITY OIL COMPANY 2000 STOCK PLAN
                              (Full title of plan)

                                 Paul M. Dougan
                          10 West 300 South, Suite 806
                           Salt Lake City, Utah 84101
                     (Name and address of agent for service)
                                 (801) 521-3515
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE
Title of each class of
  securities to be                              Proposed maximum           Proposed maximum
     registered            Amount to be       offering price per share    aggregate offering    Amount of registration
                          registered (1)               (2)                      price                   fee
                          --------------      ------------------------    ------------------    ----------------------
<S>                          <C>                    <C>                   <C>                         <C>
Common Stock
$1.00 par value               35,000                  $1.50                  $52,500                   $13.13


Common Stock
$1.00 par value               35,000                $1.78125                 $62,344                   $15.59


Common Stock
$1.00 par value              167,000                 $3.625                 $605,375                  $151.34


Common Stock
$1.00 par value               30,000                  $3.45                 $103,500                   $25.88


Common Stock
$1.00 par value              933,000                  $3.43               $3,200,190                  $800.05

</TABLE>

     (1) This registration statement shall also cover any additional shares of
common stock which become issuable under the Equity Oil Company 2000 Stock Plan
by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of registrant's
common stock.

     (2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) as to the 267,000 shares subject to outstanding but
unexercised options granted under The Equity Oil Company 2000 Stock Plan, and
pursuant to Rule 457(c) as to the remaining 933,000 shares, the exercise price
of which is unknown. The calculation made pursuant to Rule 457(c) is based upon
the average of the high and low prices per share for the common stock of the
registrant on the 16th day of May, 2001.


     The Exhibit Index appears after the signature page of this registration
statement.

                                       -1-

<PAGE>




                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *As permitted by Rule 428 under the Securities Act of 1933, this
registration statement omits the information specified in Part I of Form S-8.
Equity Oil Company will send or give the documents containing the information
specified in Part I to each participant as specified by Rule 428 (b)(1). Such
documents are not being filed with the Securities and Exchange Commissioner as
part of this registration statement nor as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933. Such documents
and the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II of this registration statement, taken together,
constitute of prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     Equity Oil Company hereby incorporates by reference into this registration
statement the following documents:

     1) Equity Oil Company's annual report on Form 10-K for the fiscal year
ended December 31, 2000;

     2) All other reports filed by Equity Oil Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31,
2000 shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents;

     3) The description of the common stock of Equity Oil Company contained in
Equity Oil Company's registration statement on Form 10, including any amendment
or report filed for the purpose of updating such description; and

     4) All documents filed after the date hereof by Equity Oil Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

     Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded to the
extent that a statement in this registration statement or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.



                                       -2-

<PAGE>



ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Frank J. Gustin, counsel for Equity Oil Company in connection with this
registration statement, presently serves as a director of Equity Oil Company's
50% owned subsidiary, Symskaya Exploration, Inc.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The By-Laws of Equity Oil Company require indemnification of an officer or
director acting in an official capacity to the fullest extent permitted by
Colorado law.

     Colorado statutory provisions require indemnification of an officer or
director of Equity Oil Company who is wholly successful on the merits or
otherwise in defense of any proceeding to which he was a party against
reasonable expenses incurred by him in connection with the proceeding.

     Colorado law allows for indemnification of an officer or director if he or
she acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of Equity Oil Company and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     Colorado statutory provisions prohibit indemnification of an officer or
director in connection with a proceeding by or in the right of Equity Oil
Company in which the director was adjudged liable to Equity Oil Company or in
connection with any other proceeding charging that the officer or director
derived an improper personal benefit, whether or not involving action in an
official capacity, in which proceeding the director was adjudged liable on the
basis that he or she received an improper personal benefit.

     Colorado law further authorizes Equity Oil Company to purchase and maintain
officers and directors liability insurance, whether or not the corporation would
have power to indemnify the person against the same liability under Colorado
provisions. Equity Oil Company has purchased officer and director liability
insurance. Generally, the insurance provides a defense to Equity Oil Company's
officers and directors under circumstances in which they have acted in good
faith, with a reasonable basis for believing that their conduct is in the lawful
and legitimate furtherance of Equity Oil Company's business, and concerning
which they have exercised their honest business judgment after due consideration
of what they reasonably believed to be the relevant factors involved.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted for directors, officers or persons controlling Equity
Oil Company pursuant to the foregoing provisions or otherwise, Equity Oil
Company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the act and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     The following is a list of exhibits filed as part of the registration
statement:


                                       -3-

<PAGE>





    Exhibit No.
(Per Regulation S-K,
   Exhibit Table)                             Exhibit
--------------------       --------------------------------------------------
         5                 Opinion Regarding Legality of Frank J. Gustin, Esq
        23.1               Consent of PriceWaterhouseCoopers
        23.2               Consent of Frank J. Gustin, Esq.
        99.1               The Equity Oil Company 2000 Stock Plan



ITEM 9. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       -4-

<PAGE>


     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Salt Lake, State of Utah, on the 9th day of May,
2001.

                                               EQUITY OIL COMPANY


                                               /s/ Paul M. Dougan
                                               -----------------------------
                                               Paul M. Dougan, President and
                                               Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 9th day of May, 2001.


/s/ Randolph G. Abood
------------------------------------
Randolph G. Abood, Director

                                           /s/ Douglas W. Brandrup
------------------------------------       -------------------------------------
Philip J. Bernhisel, Director              Douglas W. Brandrup, Director


/s/ Paul M. Dougan                         /s/ W. Durrand Eppler
------------------------------------       -------------------------------------
Paul M. Dougan, Director                   W. Durrand Eppler, Director


/s/ William D. Forster                     /s/ Russell Florence
------------------------------------       -------------------------------------
William D. Forster, Director               Russell Florence, Secretary/Treasurer
                                           and Principal Accounting Officer
/s/ William P. Hartl
------------------------------------
William P. Hartl, Director

                                       -5-

<PAGE>



                                  EXHIBIT INDEX

                               EQUITY OIL COMPANY

                     THE EQUITY OIL COMPANY 2000 STOCK PLAN

                                    FORM S-8

<TABLE>
<CAPTION>
    Exhibit No.
(Per Regulation S-K,                                                               Sequentially
   Exhibit Table)                                   Exhibit                        Numbered Page
   ---------------------------------------------------------------------------------------------

       <S>               <C>                                                           <C>
         5               Opinion Regarding Legality of Frank J. Gustin, Esq.             7
        23.1             Consent of PriceWaterhouseCoopers                               8
        23.2             Consent of Frank J. Gustin, Esq.                                9
        99.1             The Equity Oil Company 2000 Stock Plan                         10


</TABLE>



                                       -6-

<PAGE>






                                    Exhibit 5


                                   May 9, 2001




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Re:     Registration and Issuance of Equity Oil Company
        Common Stock lssuable under The
        Equity Oil Company 2000 Stock Plan

Gentlemen:

     I have acted as counsel to Equity Oil Company, a Colorado corporation (the
"Company"), in connection with its registration of 1,200,000 shares of its
common stock, $1.00 par value (the "Shares") issuable to eligible persons
pursuant to The Equity Oil Company 2000 Stock Plan.

     In connection with this representation, I have examined the original, or
copies identified to my satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to my opinion contained in
this letter. I have also relied as to certain matters of fact upon
representations made to me by officers and/or agents of Equity Oil Company.
Based upon and in reliance on the foregoing, it is my opinion that:


     1 . Equity Oil Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of Colorado;
and has full corporate power and authority to own its properties and conduct its
business as described in its most recent annual report.


     2. The Shares, when issued in compliance with the terms and conditions of
The Equity Oil Company 2000 Stock Plan, shall be duly and validly issued and
fully paid and nonassessable; and the shareholders of Equity Oil Company have no
pre-emptive rights to acquire additional shares in respect of the Shares.


                                     Sincerely yours,

                                     /s/ Frank J. Gustin
                                     ---------------------
                                     Frank J. Gustin, Esq.



                                       -7-

<PAGE>



                                  Exhibit 23.1

                       Consent of Independent Accountants





The Board of Directors
Equity Oil Company


     We consent to the incorporation by reference in the registration statement
of Equity Oil Company on Form S-8 of our report, dated January 30, 2001, on our
audits of the financial statements and financial statement schedules of Equity
Oil Company as of December 31, 2000, and for the years ended December 31, 1999,
1998 and 1997, which report is included in the Equity Oil Company Annual Report
on Form 10-K.



PriceWaterhouseCoopers
----------------------
By: /s/

Salt Lake City, Utah
May 9, 2001



                                       -8-

<PAGE>



                                   Exhibit 24


                        Consent of Frank J. Gustin, Esq.





May 9, 2001


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Re:      Registration and Issuance of Equity Oil Company Common Stock Issuable
         under The Equity Oil Comr)any 2000 Stock Plan

     I have acted as counsel to Equity Oil Company, a Colorado corporation (the
"Company"), in connection with its registration of 1,200,000 shares of its
common stock, $1.00 par value (the "Shares") issuable to eligible persons under
The Equity Oil Company 2000 Stock Plan.

     I hereby consent to the use of my name in the Prospectus forming a part of
the Registration statement to which this letter is attached as an Exhibit, and
therein being disclosed as having provided an opinion concerning legality of
issuance of shares and as having served as counsel to Equity Oil Company in this
matter.

                                         Sincerely

                                         /s/ Frank J. Gustin
                                         ---------------------
                                         Frank J. Gustin, Esq.

                                       -9-

<PAGE>


                                  Exhibit 99.1


                     THE EQUITY OIL COMPANY 2000 STOCK PLAN

     1.  Purposes  of the Plan.  The  purposes  of this Stock Plan (Plan) are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  (Service  Providers)  and to promote the  success of the  Company's
business.  Options  granted under the Plan to acquire shares of the common stock
of the Company (Shares) may be incentive stock options (as defined under Section
422  of  the  Code)  or  non-statutory  stock  options,  as  determined  by  the
Administrator at the time of grant of an option.

     2. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum aggregate number of Shares, which may be subject to option
and sold under the Plan is 1,200,000  Shares.  The Shares may be authorized  but
unissued, or reacquired Shares.

     If an Option expires or becomes unexercisable without having been exercised
in full,  the  unpurchased  Shares  which  were  subject  thereto  shall  become
available  for  future  grant  or sale  under  the  Plan  (unless  the  Plan has
terminated).

     3. Administration of the Plan.

     (a)  The  Plan  shall  be  administered  by the  Board  or a  Committee  of
non-employee   directors   appointed  by  the  Board  to  administer   the  Plan
(Administrator),  which Committee shall be constituted to comply with Applicable
Laws.

     (b) Powers of the Administrator. Subject to the provisions of the Plan and,
in the case of a Committee,  the specific duties  delegated by the Board to such
Committee,  and  subject  to the  approval  of  any  relevant  authorities,  the
Administrator shall have the authority in its discretion:

          (i) to determine the Fair Market Value;

          (ii) to select the Service  Providers to whom Options may from time to
     time be granted hereunder;

          (iii) to  determine  the  number of Shares to be  covered by each such
     award granted hereunder;

          (iv) to approve forms of agreement for use under the Plan;

          (v) to  determine  the  terms and  conditions  of any  Option  granted
     hereunder.  Such terms and conditions include,  but are not limited to, the
     exercise  price,  the time or times  when  Options  may be  exercised,  any
     vesting  acceleration  or  waiver  of  forfeiture  restrictions,   and  any
     restriction  or  limitation  regarding  any Option or the  Shares  relating
     thereto,  based in each case on such factors as the  Administrator,  in its
     sole discretion, shall determine;


                                        1

<PAGE>



          (vi) to determine  whether and under what  circumstances an Option may
     be settled in cash under subsection 9(e) instead of Shares;

          (vii) to prescribe,  amend and rescind rules and regulations  relating
     to  the  Plan,  including  rules  and  regulations  relating  to  sub-plans
     established for the purpose of qualifying for preferred tax treatment under
     foreign tax laws;

          (viii) to allow  Optionees to satisfy  withholding  tax obligations by
     electing  to have the  Company  withhold  from the Shares to be issued upon
     exercise  of an Option that  number of Shares  having a Fair  Market  Value
     equal to the amount  required to be withheld.  The Fair Market Value of the
     Shares to be withheld  shall be  determined  on the date that the amount of
     tax to be withheld is to be determined.  All elections by Optionees to have
     Shares  withheld for this purpose shall be made in such form and under such
     conditions as the Administrator may deem necessary or advisable; and

          (ix) to  construe  and  interpret  the  terms of the  Plan and  awards
     granted pursuant to the Plan.

     (c) Effect of Administrator's  Decision. All decisions,  determinations and
interpretations  of  the  Administrator  shall  be  final  and  binding  on  all
Optionees.

4.       Eligibility.

     (a)  Nonstatutory  Stock  Options  may be  granted  to  Service  Providers.
Incentive Stock Options may be granted only to Employees.

     (b) Each Option shall be  designated  in the Option  Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,  notwithstanding
such  designation,  to the extent that the  aggregate  Fair Market  Value of the
Shares with respect to which  Incentive  Stock Options are  exercisable  for the
first time by the  Optionee  during any  calendar  year  (under all plans of the
Company and any Parent or Subsidiary)  exceeds  $100,000,  such Options shall be
treated as  Nonstatutory  Stock  Options.  For  purposes of this  Section  4(b),
Incentive  Stock  Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.

     (c) Neither the Plan nor any Option  shall  confer  upon any  Optionee  any
right with  respect  to  continuing  the  Optionee's  relationship  as a Service
Provider  with the  Company,  nor shall it  interfere in any way with his or her
right or the Company's right to terminate such relationship at any time, with or
without cause.

     5.  Effective  Date  and  Term of  Plan.  Subject  to the  approval  of the
shareholders  of the  Company  at  the  Company's  2000  annual  meeting  of its
shareholders, the Plan shall be effective as of February 9, 2000 (the "Effective
Date"); provided,  however, that to the extent that Awards are granted under the
Plan prior to its approval by  shareholders,  the Awards shall be  contingent on
approval of the Plan by the  shareholders of the Company at such annual meeting.
The Plan shall be unlimited in duration  and, in the event of Plan  termination,
shall remain in effect as long as any Awards under it are outstanding; provided,
however, that, to the extent required by the Code, no incentive stock option may
be  granted  under the Plan on a date that is more than ten years  from the date
the  Plan  is  adopted  or,  if  earlier,  the  date  the  Plan is  approved  by
shareholders.

                                        2

<PAGE>


     6. Term of Option.  The term of each  Option  shall be stated in the Option
Agreement; provided, however, that for Incentive Stock Options the term shall be
no more than ten (10)  years from the date of grant  thereof.  In the case of an
Incentive  Stock  Option  granted to an Optionee  who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary,  the term of
the Option  shall be five (5) years from the date of grant or such  shorter term
as may be provided in the Option Agreement.

     7.  Directors'  Options.  All outside  directors are granted a Nonstatutory
Option to purchase  10,000 Shares on the date on which such person first becomes
a director,  whether through  election by the stockholders or appointment by the
Board  of  Directors  to fill a  vacancy.  On the date of the  Company's  Annual
Meeting each year, each  non-employee  director who remains in office is granted
an  additional  option to purchase  5,000  shares of common  stock.  All options
granted  become  exercisable  one year  after the date of  grant.  The per share
exercise  price  of  options  is  established  at the fair  market  value of the
Company's common stock on the date the option is granted. Options granted have a
term of 10 years.

     Each  individual  serving as a director  when the Plan is  approved  by the
shareholders  shall receive a grant of a  Nonstatutory  Option to purchase 5,000
Shares as of the Effective Date of the Plan.

     8 . Option Exercise Price and Consideration

     (a) The per share  exercise price for the Shares to be issued upon exercise
of an Option  shall be such price as is  determined  by the  Administrator,  but
shall be subject to the following:

         (i)      In the case of an Incentive Stock Option

                         (A) granted to an Employee who, at the time of grant of
                    such Option,  owns stock  representing more than ten percent
                    (10%) of the  voting  power of all  classes  of stock of the
                    Company  or any Parent or  Subsidiary,  the  exercise  price
                    shall be no less  than  110% of the Fair  Market  Value  per
                    Share on the date of grant.

                         (B)  granted  to any  other  Employee,  the  per  Share
                    exercise price shall be no less than 100% of the Fair Market
                    Value per Share on the date of grant.

     (ii) In the case of a Nonstatutory  Stock Option,  the exercise price shall
be no less  than  100% of the Fair  Market  Value  per  Share on the date of the
grant.


                                                         3

<PAGE>



     (iii)  Notwithstanding  the  foregoing,  Options may be granted  with a per
Share  exercise price other than as required above pursuant to a merger or other
corporate action.

     (b) The  consideration to be paid for the Shares to be issued upon exercise
of an  Option,  including  the method of  payment,  shall be  determined  by the
Administrator  (and,  in  the  case  of an  Incentive  Stock  Option,  shall  be
determined at the time of grant).  Such  consideration  may consist of (1) cash,
(2)  check,  (3) other  Shares  which (x) in the case of  Shares  acquired  upon
exercise of an Option,  have been owned by the Optionee for more than six months
on the  date of  surrender,  and (y)  have a Fair  Market  Value  on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which such
Option shall be  exercised,  (4)  consideration  received by the Company under a
cashless  exercise  program  implemented  by the Company in connection  with the
Plan, or (5) any combination of the foregoing methods of payment.  In making its
determination as to the type of consideration to accept, the Administrator shall
consider if  acceptance  of such  consideration  may be  reasonably  expected to
benefit the Company.

     9. Exercise of Option.

     (a) Procedure for Exercise,  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be exercisable  according to the terms hereof at such times and
under such  conditions as determined by the  Administrator  and set forth in the
Option  Agreement.  Unless  the  Administrator  provides  otherwise,  vesting of
Options granted hereunder shall be tolled during any unpaid leave of absence. An
Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
or electronic  notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is  exercised.  Full payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted by the Option  Agreement and the Plan.  Shares issued upon exercise of
an Option  shall be issued in the name of the  Optionee  or, if requested by the
Optionee,  in the name of the Optionee  and his or her spouse.  Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a  shareholder  shall exist with respect to the
Shares,  notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued)  such  Shares  promptly  after the Option is  exercised.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued,  except as provided in Section 11 of
the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares  thereafter  available,  both for  purposes of the Plan and for
sale  under the  Option,  by the  number  of  Shares  as to which the  Option is
exercised.


                                        4

<PAGE>


     (b)  Termination  of  Relationship  as a Service  Provider.  If an Optionee
ceases to be a Service  Provider,  such  Optionee may exercise his or her Option
within such period of time as is specified in the Option  Agreement (of at least
thirty  (30)  days) to the  extent  that the  Option  is  vested  on the date of
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the
Option  Agreement,  the Option  shall  remain  exercisable  for three (3) months
following  the  Optionee's  termination.  If,  on the date of  termination,  the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after  termination,
the Optionee  does not exercise his or her Option  within the time  specified by
the  Administrator,  the Option shall terminate,  and the Shares covered by such
Option shall revert to the Plan.

     (c) Disability  option If an Optionee ceases to be a Service  Provider as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option  Agreement (of at least
six (6)  months) to the  extent the Option is vested on the date of  termination
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her  entire  Option,  the  Shares  covered  by the  unvested
portion of the Option  shall  revert to the Plan.  If,  after  termination,  the
Optionee does not exercise his or her Option within the time  specified  herein,
the Option shall  terminate,  and the Shares covered by such Option shall revert
to the Plan.

     (d) Death of Optionee.  If an Optionee dies while a Service  Provider,  the
Option may be exercised within such period of time as is specified in the Option
Agreement  (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant),  by the  Optionee's  estate or by a person
who  acquires the right to exercise  the Option by bequest or  inheritance,  but
only to the  extent  that the  Option is  vested  on the date of  death.  In the
absence of a specified  time in the Option  Agreement,  the Option  shall remain
exercisable for twelve (12) months following the Optionee's termination.  If, at
the time of death,  the  Optionee is not vested as to his or her entire  Option,
the Shares  covered by the  unvested  portion  of the Option  shall  immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s)  entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution.  If the
Option is not so exercised  within the time specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (e) Buyout  Provisions.  The Administrator may at any time offer to buy out
for a payment in cash or Shares,  an Option  previously  granted,  based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10.  Non-Transferability  of Options . Unless  determined  otherwise by the
Administrator,  Options  may  not  be  sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  Option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.


                                        5

<PAGE>



     11. Adjustments Upon Changes in Capitalization, Merger Asset Sale or Change
in Control.

     (a) Subject to any required action by the stockholders of the Company,  the
number of Shares covered by each  outstanding  Option,  and the number of Shares
which  have  been  authorized  for  issuance  under  the Plan but as to which no
Options  have yet been  granted  or which  have been  returned  to the Plan upon
cancellation or expiration of an Option,  as well as the price per Share covered
by each such  outstanding  Option,  shall be  proportionately  adjusted  for any
increase  or  decrease  in the number of issued  Shares  resulting  from a stock
split,  reverse stock split, stock dividend,  combination or reclassification of
the common stock,  or any other increase or decrease in the aggregate  number of
issued  Shares  effected  without  receipt  of  consideration  by  the  Company;
provided,  however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected  without  receipt of  consideration."
Such adjustment shall be made by the Board, whose  determination in that respect
shall be final, binding and conclusive.  Except as expressly provided herein, no
issuance  by the  Company  of  Shares  of  stock  of any  class,  or  securities
convertible into Shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of Shares
subject to an Option.

     (b) In the event of the proposed dissolution or liquidation of the Company,
all outstanding Options will terminate  immediately prior to the consummation of
such proposed action,  unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such  instances,  declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise  his Option as to all or any part of the Optioned  Stock,  including
Shares as to which the Option would not otherwise be exercisable.

     (c) In the  event of a  proposed  sale of all or  substantially  all of the
assets  of the  Company,  or the  merger  of the  Company  with or into  another
corporation,  each outstanding  Option shall be assumed or an equivalent  Option
shall be substituted by such successor  corporation or a parent or subsidiary of
such successor corporation.  In the event that the successor corporation refuses
to assume or  substitute  for the Option,  the Optionee  shall fully vest in and
have the right to exercise  the Option as to one hundred  percent  (100%) of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable.  If an Option  becomes  fully  vested  and  exercisable  in lieu of
assumption  or  substitution  in the  event of a merger or sale of  assets,  the
Administrator  shall notify the Optionee in writing or  electronically  that the
Option shall be fully vested and  exercisable  for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period. For purposes of this paragraph, an Option granted under the Plan
shall be deemed to be assumed if,  following  the sale of assets or merger,  the
Option  confers the right to purchase,  for each Share of Optioned Stock subject
to  the  Option  immediately  prior  to  the  sale  of  assets  or  merger,  the
consideration  (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders  of common  stock for each Share held on
the effective date of the transaction (and if such holders were offered a choice
of consideration,  the type of consideration chosen by the holders if a majority
of the  outstanding  Shares);  provided,  however,  that if  such  consideration
received  in the sale of assets or merger  was not  solely  common  stock of the
successor  corporation  or its  parent,  the Board may,  with the consent of the
successor  corporation and the participant,  provide for the consideration to be
received  upon exercise of the Option to be solely common stock of the successor
corporation  or  its  parent  equal  in  Fair  Market  Value  to the  per  share
consideration  received  by  holders  of  common  stock in the sale of assets or
merger.


                                        6

<PAGE>




     (d) In the event of a "Change in  Control"  of the Company (as such term is
defined in paragraph (e) below),  then any Options  outstanding upon the date of
such  Change  in  Control  that  are  not yet  exercisable  shall  become  fully
exercisable.  Notwithstanding the foregoing, (unless Optionee is party to a duly
authorized  written  agreement with the Company  providing  otherwise) this Plan
does not  constitute  a contract  of  employment  or impose on the  Company  any
obligation to retain the Optionee, or to change the Company's policies regarding
termination  of employment  or other  provision of services.  The  employment of
Optionees  who are  Employees  is and shall  continue to be at-will,  as defined
under applicable law, and may be terminated at any time, with or without cause.

     (l) Definitions.

     (i) Change in Control.  For purposes of this Section, a "Change in Control"
means the occurrence of any of the following:

                         (A) When any "person," as such term is used in Sections
                    13(d) and 14(d) of the  Securities  Exchange Act (other than
                    the Company,  a  Subsidiary  or a Company  employee  benefit
                    plan,  including any trustee of such plan acting as trustee)
                    is or becomes  the  "beneficial  owner" (as  defined in Rule
                    13d-3 under the Exchange Act),  directly or  indirectly,  of
                    securities of the Company  representing  fifty percent (50%)
                    or more of the combined  voting power of the Company's  then
                    outstanding securities; or

                         (B) A change in the  composition of the Board occurring
                    within a two-year period,  as a result of which fewer than a
                    majority  of  the   directors   are   Incumbent   Directors.
                    "Incumbent  Directors"  shall mean  directors who either (I)
                    are directors of the Company as of the date hereof,  or (II)
                    are elected,  or nominated for  election,  to the Board with
                    the  affirmative  votes  of  at  least  a  majority  of  the
                    Incumbent   Directors  at  the  time  of  such  election  or
                    nomination  (but  shall  not  include  an  individual  whose
                    election or nomination  is in  connection  with an actual or
                    threatened   proxy  contest  relating  to  the  election  of
                    directors to the Company);

                         (C) The  consummation of a merger or  consolidation  of
                    the Company with any other corporation,  other than a merger
                    or consolidation which would result in the voting securities
                    of  the  Company   outstanding   immediately  prior  thereto
                    continuing to represent (either by remaining  outstanding or
                    by being  converted into voting  securities of the surviving
                    entity) at least  fifty  percent  (50%) of the total  voting
                    power represented by the voting securities of the Company or
                    such surviving  entity  outstanding  immediately  after such
                    merger or consolidation; or

                         (D) The  consummation of the sale or disposition by the
                    Company of all or substantially all the Company's assets.


                                        7

<PAGE>



     (ii) Cause. For purposes of this Section, "Cause" shall mean (A) any act of
personal   dishonesty   taken   by  the   Optionee   in   connection   with  his
responsibilities  as a service provider to the Company and intended to result in
substantial personal enrichment of the Optionee,  (B) the Optionee's  conviction
of a felony,  or (C) a  willful  act by the  Optionee  which  constitutes  gross
misconduct and which is injurious to the Company,  or (D) continued  substantial
violations  by the Optionee of the  Optionee's  duties to the Company  which are
demonstrably  willful and deliberate on the Optionee's part after there has been
delivered  to the  Optionee a written  demand for  performance  from the Company
which  specifically  sets forth the factual basis for the Company's  belief that
the  Optionee  has  committed  continued  substantial  violations  of his or her
duties.

     (e)  Golden   Parachute   Excise  Tax  Vesting   Acceleration   Limitation.
Notwithstanding  any other provision of this Plan, in the event that the vesting
acceleration  provided for in this Plan or amounts or benefits otherwise payable
to an Optionee (i) constitute "parachute payments" within the meaning of Section
280G of the Code, and (ii) but for this Section,  would be subject to the excise
tax imposed by Section 4999 of the Code (the "Excise Tax"),  then the Optionee's
accelerated vesting hereunder shall be either

     (i) made in full, or

     (ii) made as to such  lesser  extent as would  result in no portion of such
acceleration,  amounts or benefits being subject to the Excise Tax, whichever of
the foregoing  amounts,  taking into account the applicable  federal,  state and
local income taxes and the Excise Tax, results in the receipt by the Optionee on
an   after-tax   basis,   of  the  greatest   amount  of   severance   benefits,
notwithstanding  that all or some  portion  of such  severance  benefits  may be
taxable  under  Section  4999 of the Code.  Unless the Company and the  Optionee
otherwise agree in writing, any determination  required under this Section shall
be made in writing in good faith by the accounting firm serving as the Company's
independent public  accountants  immediately prior to the Change of Control (the
"Accountants").  In the event of a reduction in benefits hereunder, the Optionee
shall be given the choice of which  benefits to reduce.  For  purposes of making
the calculations  required by this Section,  the Accountants may make reasonable
assumptions  and  approximations  concerning  applicable  taxes  and may rely on
reasonable,  good faith  interpretations  concerning the application of Sections
280G and 4999 of the Code.  The Company and the  Optionee  shall  furnish to the
Accountants  such  information  and documents as the  Accountants may reasonably
request in order to make a determination  under this Section.  The Company shall
bear all costs the  Accountants  may  reasonably  incur in  connection  with any
calculations contemplated by this Section.

     12. Time of Granting  Options . The date of grant of an Option  shall,  for
all purposes,  be the date on which the  Administrator  makes the  determination
granting such Option, or such other date as is determined by the  Administrator.
Notice of the  determination  shall be given to each  Employee or  Consultant to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.

     13. Amendment and Termination of the Plan.


                                        8

<PAGE>



     (a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend or terminate the Plan.

     (b) Shareholder  Approval.  The Board shall obtain shareholder  approval of
any Plan  amendment  to the  extent  necessary  and  desirable  to  comply  with
Applicable  Laws.  An  amendment to increase the number of shares under the Plan
will require shareholder approval.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers  granted to it hereunder  with respect to Options  granted  under the
Plan prior to the date of such termination.

     14. Conditions Upon Issuance of Shares.

     (a) Legal  Compliance.  Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with  Applicable  Laws and shall be further  subject to
the approval of counsel for the Company with respect to such compliance.

     (b)  Investment  Representations.  As a  condition  to the  exercise  of an
Option,  the  Administrator  may  require the person  exercising  such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased  only for  investment  and without any  present  intention  to sell or
distribute  such Shares if, in the opinion of counsel  for the  Company,  such a
representation is required.

     (c) Tax  Withholding.  All  distributions  under  the Plan are  subject  to
withholding  of all  applicable  taxes,  and the  Committee  may  condition  the
delivery of any shares or other benefits under the Plan on  satisfaction  of the
applicable  withholding  obligations.  The  Committee,  in its  discretion,  and
subject to such requirements as the Committee may impose prior to the occurrence
of such  withholding,  may permit such  withholding  obligations to be satisfied
through  cash  payment by the  Participant,  through the  surrender of shares of
Stock which the Participant  already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.

     15. Inability to Obtain  Authority.  The inability of the Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     16. Reservation of Shares. The Company, during the term of this Plan, shall
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

                                        9

<PAGE>




     17.  Information to Optionees and Purchasers.  The Company shall provide to
each Optionee and to each  individual who acquires  Shares pursuant to the Plan,
not less  frequently  than annually during the period such Optionee or purchaser
has one or more  Options  outstanding,  and,  in the case of an  individual  who
acquires  Shares  pursuant to the Plan,  during the period such  individual owns
such Shares,  copies of annual  financial  statements.  The Company shall not be
required to provide such  statements to key employees whose duties in connection
with the Company assure their access to equivalent information.

     18. Definitions. In addition to the other definitions contained herein, the
following definitions shall apply:

     (a) "Applicable Laws" means the requirements relating to the administration
of stock option plans under U.S. state corporate  laws,  U.S.  federal and state
securities  laws, the Code, any stock exchange or quotation  system on which the
Common Stock is listed or quoted and the applicable laws of any other country or
jurisdiction where Options are granted under the Plan.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee"  means a committee of Directors  appointed by the Board in
accordance with Section 3 hereof.

     (e) "Company" means Equity Oil Company, a Colorado corporation.

     (f)  "Consultant"  means any person  who is  engaged by the  Company or any
Parent or Subsidiary to render consulting or advisory services to such entity.

     (g) "Director" means a member of the Board of Directors of the Company.

     (h) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

     (i) "Employee" means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company.  Neither service as a
Director nor payment of a director's  fee by the Company  shall be sufficient to
constitute  "employment" by the Company. An award may be granted to an employee,
in  connection  with  hiring,  retention  or  otherwise,  prior  to the date the
employee first performs services for the Company or the  Subsidiaries,  provided
that such Awards shall not become  vested  prior to the date the employee  first
performs such services.

     (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.


                                       10

<PAGE>



     (k) "Fair Market Value" means, as of any date, the value of common stock of
the Company determined as follows:

                         (i) If the  common  stock is listed on any  established
                    stock  exchange  or  a  national  market  system,  including
                    without  limitation the Nasdaq National Market or The Nasdaq
                    SmallCap Market of The Nasdaq Stock Market,  its Fair Market
                    Value  shall be the  closing  sales price for such stock (or
                    the  closing  bid, if no sales were  reported)  as quoted on
                    such  exchange  or system for the last  market  trading  day
                    prior to the time of determination,  as reported in The Wall
                    Street  Journal  or such other  source as the  Administrator
                    deems reliable;

                         (ii) If the  common  stock  is  regularly  quoted  by a
                    recognized  securities  dealer  but  selling  prices are not
                    reported,  its Fair Market  Value shall be the mean  between
                    the high bid and low asked  prices for the  common  stock on
                    the  last   market   trading   day   prior  to  the  day  of
                    determination; or

                         (iii) In the absence of an  established  market for the
                    common  stock,  the  Fair  Market  Value  thereof  shall  be
                    determined in good faith by the Administrator.

     (l)  "Incentive  Stock  Option"  means an Option  intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

     (m)  "Non-statutory  Stock  Option"  means an Option not  qualifying or not
intended to qualify as an Incentive Stock Option.

     (n)  "Officer"  means a person who is an officer of the Company  within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (o) "Option" means a stock option granted pursuant to the Plan.

     (p) "Option Agreement" means a written or electronic  agreement between the
Company and an Optionee  evidencing  the terms and  conditions  of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

     (q)  "Optioned  Stock" means the common stock of the Company  subject to an
Option.

     (r) "Optionee" means the holder of an outstanding  Option granted under the
Plan.

     (s)  "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
existing, as defined in Section 424(e) of the Code.

     (t) "Section  16(b)" means Section 16(b) of the Securities  Exchange Act of
1934, as amended.


                                       11

<PAGE>


     (u) "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.









                                       12
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Filing Date - May 18, 2001

                                  SEC File No.
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM S - 8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               EQUITY OIL COMPANY
             (Exact name of registrant as specified in its charter)
          Colorado                                            87-0129795
    tate of Incorporation)                           (I.R.S. Employer I.D. No.)
                          10 West 300 South, Suite 806
                           Salt Lake City, Utah 84101
                    (Address of principal executive offices)

                     THE EQUITY OIL COMPANY 2000 STOCK PLAN
                              (Full title of plan)

                                 Paul M. Dougan
                          10 West 300 South, Suite 806
                           Salt Lake City, Utah 84101
                     (Name and address of agent for service)
                                 (801) 521-3515
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each class of
  securities to be                              Proposed maximum           Proposed maximum
     registered            Amount to be       offering price per share    aggregate offering    Amount of registration
                          registered (1)               (2)                      price                   fee
                          --------------      ------------------------    ------------------    ----------------------
Common Stock
$1.00 par value               35,000                  $1.50                  $52,500                   $13.13

Common Stock
$1.00 par value               35,000                $1.78125                 $62,344                   $15.59

Common Stock
$1.00 par value              167,000                 $3.625                 $605,375                  $151.34

Common Stock
$1.00 par value               30,000                  $3.45                 $103,500                   $25.88

Common Stock
$1.00 par value              933,000                  $3.43               $3,200,190                  $800.05
(1) This registration statement shall also cover any additional shares of
common stock which become issuable under the Equity Oil Company 2000 Stock Plan
by reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of registrant's
common stock.

     (2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) as to the 267,000 shares subject to outstanding but
unexercised options granted under The Equity Oil Company 2000 Stock Plan, and
pursuant to Rule 457(c) as to the remaining 933,000 shares, the exercise price
of which is unknown. The calculation made pursuant to Rule 457(c) is based upon
the average of the high and low prices per share for the common stock of the
registrant on the 16th day of May, 2001.

     The Exhibit Index appears after the signature page of this registration
statement.

                                       -1-
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     *As permitted by Rule 428 under the Securities Act of 1933, this
registration statement omits the information specified in Part I of Form S-8.
Equity Oil Company will send or give the documents containing the information
specified in Part I to each participant as specified by Rule 428 (b)(1). Such
documents are not being filed with the Securities and Exchange Commissioner as
part of this registration statement nor as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933. Such documents
and the documents incorporated by reference into this registration statement
pursuant to Item 3 of Part II of this registration statement, taken together,
constitute of prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     Equity Oil Company hereby incorporates by reference into this registration
statement the following documents:

     1) Equity Oil Company's annual report on Form 10-K for the fiscal year
ended December 31, 2000;

     2) All other reports filed by Equity Oil Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31,
2000 shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents;

     3) The description of the common stock of Equity Oil Company contained in
Equity Oil Company's registration statement on Form 10, including any amendment
or report filed for the purpose of updating such description; and

     4) All documents filed after the date hereof by Equity Oil Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which de-registers all securities
then remaining unsold shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

     Any statement contained in a document incorporated by reference in this
registration statement shall be deemed to be modified or superseded to the
extent that a statement in this registration statement or in any other
subsequently filed document which also is incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.

                                       -2-
ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Frank J. Gustin, counsel for Equity Oil Company in connection with this
registration statement, presently serves as a director of Equity Oil Company's
50% owned subsidiary, Symskaya Exploration, Inc.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The By-Laws of Equity Oil Company require indemnification of an officer or
director acting in an official capacity to the fullest extent permitted by
Colorado law.

     Colorado statutory provisions require indemnification of an officer or
director of Equity Oil Company who is wholly successful on the merits or
otherwise in defense of any proceeding to which he was a party against
reasonable expenses incurred by him in connection with the proceeding.

     Colorado law allows for indemnification of an officer or director if he or
she acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of Equity Oil Company and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     Colorado statutory provisions prohibit indemnification of an officer or
director in connection with a proceeding by or in the right of Equity Oil
Company in which the director was adjudged liable to Equity Oil Company or in
connection with any other proceeding charging that the officer or director
derived an improper personal benefit, whether or not involving action in an
official capacity, in which proceeding the director was adjudged liable on the
basis that he or she received an improper personal benefit.

     Colorado law further authorizes Equity Oil Company to purchase and maintain
officers and directors liability insurance, whether or not the corporation would
have power to indemnify the person against the same liability under Colorado
provisions. Equity Oil Company has purchased officer and director liability
insurance. Generally, the insurance provides a defense to Equity Oil Company's
officers and directors under circumstances in which they have acted in good
faith, with a reasonable basis for believing that their conduct is in the lawful
and legitimate furtherance of Equity Oil Company's business, and concerning
which they have exercised their honest business judgment after due consideration
of what they reasonably believed to be the relevant factors involved.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted for directors, officers or persons controlling Equity
Oil Company pursuant to the foregoing provisions or otherwise, Equity Oil
Company has been informed that in the opinion of the commission such
indemnification is against public policy as expressed in the act and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

     The following is a list of exhibits filed as part of the registration
statement:

                                       -3-
Exhibit No.
(Per Regulation S-K,
   Exhibit Table)                             Exhibit
--------------------       --------------------------------------------------
         5                 Opinion Regarding Legality of Frank J. Gustin, Esq
        23.1               Consent of PriceWaterhouseCoopers
        23.2               Consent of Frank J. Gustin, Esq.
        99.1               The Equity Oil Company 2000 Stock Plan

ITEM 9. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement; and

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       -4-
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Salt Lake, State of Utah, on the 9th day of May,
2001.

                                               EQUITY OIL COMPANY

                                               /s/ Paul M. Dougan
                                               -----------------------------
                                               Paul M. Dougan, President and
                                               Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 9th day of May, 2001.

/s/ Randolph G. Abood
------------------------------------
Randolph G. Abood, Director

                                           /s/ Douglas W. Brandrup
------------------------------------       -------------------------------------
Philip J. Bernhisel, Director              Douglas W. Brandrup, Director

/s/ Paul M. Dougan                         /s/ W. Durrand Eppler
------------------------------------       -------------------------------------
Paul M. Dougan, Director                   W. Durrand Eppler, Director

/s/ William D. Forster                     /s/ Russell Florence
------------------------------------       -------------------------------------
William D. Forster, Director               Russell Florence, Secretary/Treasurer
                                           and Principal Accounting Officer
/s/ William P. Hartl
------------------------------------
William P. Hartl, Director

                                       -5-
EXHIBIT INDEX

                               EQUITY OIL COMPANY

                     THE EQUITY OIL COMPANY 2000 STOCK PLAN

                                    FORM S-8
Exhibit No.
(Per Regulation S-K,                                                               Sequentially
   Exhibit Table)                                   Exhibit                        Numbered Page
   ---------------------------------------------------------------------------------------------
5               Opinion Regarding Legality of Frank J. Gustin, Esq.             7
        23.1             Consent of PriceWaterhouseCoopers                               8
        23.2             Consent of Frank J. Gustin, Esq.                                9
        99.1             The Equity Oil Company 2000 Stock Plan                         10
-6-
Exhibit 5

                                   May 9, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:     Registration and Issuance of Equity Oil Company
        Common Stock lssuable under The
        Equity Oil Company 2000 Stock Plan

Gentlemen:

     I have acted as counsel to Equity Oil Company, a Colorado corporation (the
"Company"), in connection with its registration of 1,200,000 shares of its
common stock, $1.00 par value (the "Shares") issuable to eligible persons
pursuant to The Equity Oil Company 2000 Stock Plan.

     In connection with this representation, I have examined the original, or
copies identified to my satisfaction, of such minutes, agreements, corporate
records and filings and other documents necessary to my opinion contained in
this letter. I have also relied as to certain matters of fact upon
representations made to me by officers and/or agents of Equity Oil Company.
Based upon and in reliance on the foregoing, it is my opinion that:

     1 . Equity Oil Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of Colorado;
and has full corporate power and authority to own its properties and conduct its
business as described in its most recent annual report.

     2. The Shares, when issued in compliance with the terms and conditions of
The Equity Oil Company 2000 Stock Plan, shall be duly and validly issued and
fully paid and nonassessable; and the shareholders of Equity Oil Company have no
pre-emptive rights to acquire additional shares in respect of the Shares.

                                     Sincerely yours,

                                     /s/ Frank J. Gustin
                                     ---------------------
                                     Frank J. Gustin, Esq.

                                       -7-
Exhibit 23.1

                       Consent of Independent Accountants

The Board of Directors
Equity Oil Company

     We consent to the incorporation by reference in the registration statement
of Equity Oil Company on Form S-8 of our report, dated January 30, 2001, on our
audits of the financial statements and financial statement schedules of Equity
Oil Company as of December 31, 2000, and for the years ended December 31, 1999,
1998 and 1997, which report is included in the Equity Oil Company Annual Report
on Form 10-K.

PriceWaterhouseCoopers
----------------------
By: /s/

Salt Lake City, Utah
May 9, 2001

                                       -8-
Exhibit 24

                        Consent of Frank J. Gustin, Esq.

May 9, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:      Registration and Issuance of Equity Oil Company Common Stock Issuable
         under The Equity Oil Comr)any 2000 Stock Plan

     I have acted as counsel to Equity Oil Company, a Colorado corporation (the
"Company"), in connection with its registration of 1,200,000 shares of its
common stock, $1.00 par value (the "Shares") issuable to eligible persons under
The Equity Oil Company 2000 Stock Plan.

     I hereby consent to the use of my name in the Prospectus forming a part of
the Registration statement to which this letter is attached as an Exhibit, and
therein being disclosed as having provided an opinion concerning legality of
issuance of shares and as having served as counsel to Equity Oil Company in this
matter.

                                         Sincerely

                                         /s/ Frank J. Gustin
                                         ---------------------
                                         Frank J. Gustin, Esq.

                                       -9-
Exhibit 99.1

                     THE EQUITY OIL COMPANY 2000 STOCK PLAN

     1.  Purposes  of the Plan.  The  purposes  of this Stock Plan (Plan) are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  (Service  Providers)  and to promote the  success of the  Company's
business.  Options  granted under the Plan to acquire shares of the common stock
of the Company (Shares) may be incentive stock options (as defined under Section
422  of  the  Code)  or  non-statutory  stock  options,  as  determined  by  the
Administrator at the time of grant of an option.

     2. Stock  Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum aggregate number of Shares, which may be subject to option
and sold under the Plan is 1,200,000  Shares.  The Shares may be authorized  but
unissued, or reacquired Shares.

     If an Option expires or becomes unexercisable without having been exercised
in full,  the  unpurchased  Shares  which  were  subject  thereto  shall  become
available  for  future  grant  or sale  under  the  Plan  (unless  the  Plan has
terminated).

     3. Administration of the Plan.

     (a)  The  Plan  shall  be  administered  by the  Board  or a  Committee  of
non-employee   directors   appointed  by  the  Board  to  administer   the  Plan
(Administrator),  which Committee shall be constituted to comply with Applicable
Laws.

     (b) Powers of the Administrator. Subject to the provisions of the Plan and,
in the case of a Committee,  the specific duties  delegated by the Board to such
Committee,  and  subject  to the  approval  of  any  relevant  authorities,  the
Administrator shall have the authority in its discretion:

          (i) to determine the Fair Market Value;

          (ii) to select the Service  Providers to whom Options may from time to
     time be granted hereunder;

          (iii) to  determine  the  number of Shares to be  covered by each such
     award granted hereunder;

          (iv) to approve forms of agreement for use under the Plan;

          (v) to  determine  the  terms and  conditions  of any  Option  granted
     hereunder.  Such terms and conditions include,  but are not limited to, the
     exercise  price,  the time or times  when  Options  may be  exercised,  any
     vesting  acceleration  or  waiver  of  forfeiture  restrictions,   and  any
     restriction  or  limitation  regarding  any Option or the  Shares  relating
     thereto,  based in each case on such factors as the  Administrator,  in its
     sole discretion, shall determine;

                                        1
(vi) to determine  whether and under what  circumstances an Option may
     be settled in cash under subsection 9(e) instead of Shares;

          (vii) to prescribe,  amend and rescind rules and regulations  relating
     to  the  Plan,  including  rules  and  regulations  relating  to  sub-plans
     established for the purpose of qualifying for preferred tax treatment under
     foreign tax laws;

          (viii) to allow  Optionees to satisfy  withholding  tax obligations by
     electing  to have the  Company  withhold  from the Shares to be issued upon
     exercise  of an Option that  number of Shares  having a Fair  Market  Value
     equal to the amount  required to be withheld.  The Fair Market Value of the
     Shares to be withheld  shall be  determined  on the date that the amount of
     tax to be withheld is to be determined.  All elections by Optionees to have
     Shares  withheld for this purpose shall be made in such form and under such
     conditions as the Administrator may deem necessary or advisable; and

          (ix) to  construe  and  interpret  the  terms of the  Plan and  awards
     granted pursuant to the Plan.

     (c) Effect of Administrator's  Decision. All decisions,  determinations and
interpretations  of  the  Administrator  shall  be  final  and  binding  on  all
Optionees.

4.       Eligibility.

     (a)  Nonstatutory  Stock  Options  may be  granted  to  Service  Providers.
Incentive Stock Options may be granted only to Employees.

     (b) Each Option shall be  designated  in the Option  Agreement as either an
Incentive Stock Option or a Nonstatutory Stock Option. However,  notwithstanding
such  designation,  to the extent that the  aggregate  Fair Market  Value of the
Shares with respect to which  Incentive  Stock Options are  exercisable  for the
first time by the  Optionee  during any  calendar  year  (under all plans of the
Company and any Parent or Subsidiary)  exceeds  $100,000,  such Options shall be
treated as  Nonstatutory  Stock  Options.  For  purposes of this  Section  4(b),
Incentive  Stock  Options shall be taken into account in the order in which they
were granted.  The Fair Market Value of the Shares shall be determined as of the
time the Option with respect to such Shares is granted.

     (c) Neither the Plan nor any Option  shall  confer  upon any  Optionee  any
right with  respect  to  continuing  the  Optionee's  relationship  as a Service
Provider  with the  Company,  nor shall it  interfere in any way with his or her
right or the Company's right to terminate such relationship at any time, with or
without cause.

     5.  Effective  Date  and  Term of  Plan.  Subject  to the  approval  of the
shareholders  of the  Company  at  the  Company's  2000  annual  meeting  of its
shareholders, the Plan shall be effective as of February 9, 2000 (the "Effective
Date"); provided,  however, that to the extent that Awards are granted under the
Plan prior to its approval by  shareholders,  the Awards shall be  contingent on
approval of the Plan by the  shareholders of the Company at such annual meeting.
The Plan shall be unlimited in duration  and, in the event of Plan  termination,
shall remain in effect as long as any Awards under it are outstanding; provided,
however, that, to the extent required by the Code, no incentive stock option may
be  granted  under the Plan on a date that is more than ten years  from the date
the  Plan  is  adopted  or,  if  earlier,  the  date  the  Plan is  approved  by
shareholders.

                                        2
6. Term of Option.  The term of each  Option  shall be stated in the Option
Agreement; provided, however, that for Incentive Stock Options the term shall be
no more than ten (10)  years from the date of grant  thereof.  In the case of an
Incentive  Stock  Option  granted to an Optionee  who, at the time the Option is
granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Company or any Parent or Subsidiary,  the term of
the Option  shall be five (5) years from the date of grant or such  shorter term
as may be provided in the Option Agreement.

     7.  Directors'  Options.  All outside  directors are granted a Nonstatutory
Option to purchase  10,000 Shares on the date on which such person first becomes
a director,  whether through  election by the stockholders or appointment by the
Board  of  Directors  to fill a  vacancy.  On the date of the  Company's  Annual
Meeting each year, each  non-employee  director who remains in office is granted
an  additional  option to purchase  5,000  shares of common  stock.  All options
granted  become  exercisable  one year  after the date of  grant.  The per share
exercise  price  of  options  is  established  at the fair  market  value of the
Company's common stock on the date the option is granted. Options granted have a
term of 10 years.

     Each  individual  serving as a director  when the Plan is  approved  by the
shareholders  shall receive a grant of a  Nonstatutory  Option to purchase 5,000
Shares as of the Effective Date of the Plan.

     8 . Option Exercise Price and Consideration

     (a) The per share  exercise price for the Shares to be issued upon exercise
of an Option  shall be such price as is  determined  by the  Administrator,  but
shall be subject to the following:

         (i)      In the case of an Incentive Stock Option

                         (A) granted to an Employee who, at the time of grant of
                    such Option,  owns stock  representing more than ten percent
                    (10%) of the  voting  power of all  classes  of stock of the
                    Company  or any Parent or  Subsidiary,  the  exercise  price
                    shall be no less  than  110% of the Fair  Market  Value  per
                    Share on the date of grant.

                         (B)  granted  to any  other  Employee,  the  per  Share
                    exercise price shall be no less than 100% of the Fair Market
                    Value per Share on the date of grant.

     (ii) In the case of a Nonstatutory  Stock Option,  the exercise price shall
be no less  than  100% of the Fair  Market  Value  per  Share on the date of the
grant.

                                                         3
(iii)  Notwithstanding  the  foregoing,  Options may be granted  with a per
Share  exercise price other than as required above pursuant to a merger or other
corporate action.

     (b) The  consideration to be paid for the Shares to be issued upon exercise
of an  Option,  including  the method of  payment,  shall be  determined  by the
Administrator  (and,  in  the  case  of an  Incentive  Stock  Option,  shall  be
determined at the time of grant).  Such  consideration  may consist of (1) cash,
(2)  check,  (3) other  Shares  which (x) in the case of  Shares  acquired  upon
exercise of an Option,  have been owned by the Optionee for more than six months
on the  date of  surrender,  and (y)  have a Fair  Market  Value  on the date of
surrender  equal to the aggregate  exercise price of the Shares as to which such
Option shall be  exercised,  (4)  consideration  received by the Company under a
cashless  exercise  program  implemented  by the Company in connection  with the
Plan, or (5) any combination of the foregoing methods of payment.  In making its
determination as to the type of consideration to accept, the Administrator shall
consider if  acceptance  of such  consideration  may be  reasonably  expected to
benefit the Company.

     9. Exercise of Option.

     (a) Procedure for Exercise,  Rights as a  Shareholder.  Any Option  granted
hereunder  shall be exercisable  according to the terms hereof at such times and
under such  conditions as determined by the  Administrator  and set forth in the
Option  Agreement.  Unless  the  Administrator  provides  otherwise,  vesting of
Options granted hereunder shall be tolled during any unpaid leave of absence. An
Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
or electronic  notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the Shares
with respect to which the Option is  exercised.  Full payment may consist of any
consideration  and  method  of  payment  authorized  by  the  Administrator  and
permitted by the Option  Agreement and the Plan.  Shares issued upon exercise of
an Option  shall be issued in the name of the  Optionee  or, if requested by the
Optionee,  in the name of the Optionee  and his or her spouse.  Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a  shareholder  shall exist with respect to the
Shares,  notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued)  such  Shares  promptly  after the Option is  exercised.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued,  except as provided in Section 11 of
the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares  thereafter  available,  both for  purposes of the Plan and for
sale  under the  Option,  by the  number  of  Shares  as to which the  Option is
exercised.

                                        4
(b)  Termination  of  Relationship  as a Service  Provider.  If an Optionee
ceases to be a Service  Provider,  such  Optionee may exercise his or her Option
within such period of time as is specified in the Option  Agreement (of at least
thirty  (30)  days) to the  extent  that the  Option  is  vested  on the date of
termination (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the
Option  Agreement,  the Option  shall  remain  exercisable  for three (3) months
following  the  Optionee's  termination.  If,  on the date of  termination,  the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after  termination,
the Optionee  does not exercise his or her Option  within the time  specified by
the  Administrator,  the Option shall terminate,  and the Shares covered by such
Option shall revert to the Plan.

     (c) Disability  option If an Optionee ceases to be a Service  Provider as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option  Agreement (of at least
six (6)  months) to the  extent the Option is vested on the date of  termination
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her  entire  Option,  the  Shares  covered  by the  unvested
portion of the Option  shall  revert to the Plan.  If,  after  termination,  the
Optionee does not exercise his or her Option within the time  specified  herein,
the Option shall  terminate,  and the Shares covered by such Option shall revert
to the Plan.

     (d) Death of Optionee.  If an Optionee dies while a Service  Provider,  the
Option may be exercised within such period of time as is specified in the Option
Agreement  (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant),  by the  Optionee's  estate or by a person
who  acquires the right to exercise  the Option by bequest or  inheritance,  but
only to the  extent  that the  Option is  vested  on the date of  death.  In the
absence of a specified  time in the Option  Agreement,  the Option  shall remain
exercisable for twelve (12) months following the Optionee's termination.  If, at
the time of death,  the  Optionee is not vested as to his or her entire  Option,
the Shares  covered by the  unvested  portion  of the Option  shall  immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s)  entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution.  If the
Option is not so exercised  within the time specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

     (e) Buyout  Provisions.  The Administrator may at any time offer to buy out
for a payment in cash or Shares,  an Option  previously  granted,  based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.

     10.  Non-Transferability  of Options . Unless  determined  otherwise by the
Administrator,  Options  may  not  be  sold,  pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  Option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

                                        5
11. Adjustments Upon Changes in Capitalization, Merger Asset Sale or Change
in Control.

     (a) Subject to any required action by the stockholders of the Company,  the
number of Shares covered by each  outstanding  Option,  and the number of Shares
which  have  been  authorized  for  issuance  under  the Plan but as to which no
Options  have yet been  granted  or which  have been  returned  to the Plan upon
cancellation or expiration of an Option,  as well as the price per Share covered
by each such  outstanding  Option,  shall be  proportionately  adjusted  for any
increase  or  decrease  in the number of issued  Shares  resulting  from a stock
split,  reverse stock split, stock dividend,  combination or reclassification of
the common stock,  or any other increase or decrease in the aggregate  number of
issued  Shares  effected  without  receipt  of  consideration  by  the  Company;
provided,  however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected  without  receipt of  consideration."
Such adjustment shall be made by the Board, whose  determination in that respect
shall be final, binding and conclusive.  Except as expressly provided herein, no
issuance  by the  Company  of  Shares  of  stock  of any  class,  or  securities
convertible into Shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number or price of Shares
subject to an Option.

     (b) In the event of the proposed dissolution or liquidation of the Company,
all outstanding Options will terminate  immediately prior to the consummation of
such proposed action,  unless otherwise provided by the Board. The Board may, in
the exercise of its sole discretion in such  instances,  declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the right
to exercise  his Option as to all or any part of the Optioned  Stock,  including
Shares as to which the Option would not otherwise be exercisable.

     (c) In the  event of a  proposed  sale of all or  substantially  all of the
assets  of the  Company,  or the  merger  of the  Company  with or into  another
corporation,  each outstanding  Option shall be assumed or an equivalent  Option
shall be substituted by such successor  corporation or a parent or subsidiary of
such successor corporation.  In the event that the successor corporation refuses
to assume or  substitute  for the Option,  the Optionee  shall fully vest in and
have the right to exercise  the Option as to one hundred  percent  (100%) of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable.  If an Option  becomes  fully  vested  and  exercisable  in lieu of
assumption  or  substitution  in the  event of a merger or sale of  assets,  the
Administrator  shall notify the Optionee in writing or  electronically  that the
Option shall be fully vested and  exercisable  for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period. For purposes of this paragraph, an Option granted under the Plan
shall be deemed to be assumed if,  following  the sale of assets or merger,  the
Option  confers the right to purchase,  for each Share of Optioned Stock subject
to  the  Option  immediately  prior  to  the  sale  of  assets  or  merger,  the
consideration  (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders  of common  stock for each Share held on
the effective date of the transaction (and if such holders were offered a choice
of consideration,  the type of consideration chosen by the holders if a majority
of the  outstanding  Shares);  provided,  however,  that if  such  consideration
received  in the sale of assets or merger  was not  solely  common  stock of the
successor  corporation  or its  parent,  the Board may,  with the consent of the
successor  corporation and the participant,  provide for the consideration to be
received  upon exercise of the Option to be solely common stock of the successor
corporation  or  its  parent  equal  in  Fair  Market  Value  to the  per  share
consideration  received  by  holders  of  common  stock in the sale of assets or
merger.

                                        6
(d) In the event of a "Change in  Control"  of the Company (as such term is
defined in paragraph (e) below),  then any Options  outstanding upon the date of
such  Change  in  Control  that  are  not yet  exercisable  shall  become  fully
exercisable.  Notwithstanding the foregoing, (unless Optionee is party to a duly
authorized  written  agreement with the Company  providing  otherwise) this Plan
does not  constitute  a contract  of  employment  or impose on the  Company  any
obligation to retain the Optionee, or to change the Company's policies regarding
termination  of employment  or other  provision of services.  The  employment of
Optionees  who are  Employees  is and shall  continue to be at-will,  as defined
under applicable law, and may be terminated at any time, with or without cause.

     (l) Definitions.

     (i) Change in Control.  For purposes of this Section, a "Change in Control"
means the occurrence of any of the following:

                         (A) When any "person," as such term is used in Sections
                    13(d) and 14(d) of the  Securities  Exchange Act (other than
                    the Company,  a  Subsidiary  or a Company  employee  benefit
                    plan,  including any trustee of such plan acting as trustee)
                    is or becomes  the  "beneficial  owner" (as  defined in Rule
                    13d-3 under the Exchange Act),  directly or  indirectly,  of
                    securities of the Company  representing  fifty percent (50%)
                    or more of the combined  voting power of the Company's  then
                    outstanding securities; or

                         (B) A change in the  composition of the Board occurring
                    within a two-year period,  as a result of which fewer than a
                    majority  of  the   directors   are   Incumbent   Directors.
                    "Incumbent  Directors"  shall mean  directors who either (I)
                    are directors of the Company as of the date hereof,  or (II)
                    are elected,  or nominated for  election,  to the Board with
                    the  affirmative  votes  of  at  least  a  majority  of  the
                    Incumbent   Directors  at  the  time  of  such  election  or
                    nomination  (but  shall  not  include  an  individual  whose
                    election or nomination  is in  connection  with an actual or
                    threatened   proxy  contest  relating  to  the  election  of
                    directors to the Company);

                         (C) The  consummation of a merger or  consolidation  of
                    the Company with any other corporation,  other than a merger
                    or consolidation which would result in the voting securities
                    of  the  Company   outstanding   immediately  prior  thereto
                    continuing to represent (either by remaining  outstanding or
                    by being  converted into voting  securities of the surviving
                    entity) at least  fifty  percent  (50%) of the total  voting
                    power represented by the voting securities of the Company or
                    such surviving  entity  outstanding  immediately  after such
                    merger or consolidation; or

                         (D) The  consummation of the sale or disposition by the
                    Company of all or substantially all the Company's assets.

                                        7
(ii) Cause. For purposes of this Section, "Cause" shall mean (A) any act of
personal   dishonesty   taken   by  the   Optionee   in   connection   with  his
responsibilities  as a service provider to the Company and intended to result in
substantial personal enrichment of the Optionee,  (B) the Optionee's  conviction
of a felony,  or (C) a  willful  act by the  Optionee  which  constitutes  gross
misconduct and which is injurious to the Company,  or (D) continued  substantial
violations  by the Optionee of the  Optionee's  duties to the Company  which are
demonstrably  willful and deliberate on the Optionee's part after there has been
delivered  to the  Optionee a written  demand for  performance  from the Company
which  specifically  sets forth the factual basis for the Company's  belief that
the  Optionee  has  committed  continued  substantial  violations  of his or her
duties.

     (e)  Golden   Parachute   Excise  Tax  Vesting   Acceleration   Limitation.
Notwithstanding  any other provision of this Plan, in the event that the vesting
acceleration  provided for in this Plan or amounts or benefits otherwise payable
to an Optionee (i) constitute "parachute payments" within the meaning of Section
280G of the Code, and (ii) but for this Section,  would be subject to the excise
tax imposed by Section 4999 of the Code (the "Excise Tax"),  then the Optionee's
accelerated vesting hereunder shall be either

     (i) made in full, or

     (ii) made as to such  lesser  extent as would  result in no portion of such
acceleration,  amounts or benefits being subject to the Excise Tax, whichever of
the foregoing  amounts,  taking into account the applicable  federal,  state and
local income taxes and the Excise Tax, results in the receipt by the Optionee on
an   after-tax   basis,   of  the  greatest   amount  of   severance   benefits,
notwithstanding  that all or some  portion  of such  severance  benefits  may be
taxable  under  Section  4999 of the Code.  Unless the Company and the  Optionee
otherwise agree in writing, any determination  required under this Section shall
be made in writing in good faith by the accounting firm serving as the Company's
independent public  accountants  immediately prior to the Change of Control (the
"Accountants").  In the event of a reduction in benefits hereunder, the Optionee
shall be given the choice of which  benefits to reduce.  For  purposes of making
the calculations  required by this Section,  the Accountants may make reasonable
assumptions  and  approximations  concerning  applicable  taxes  and may rely on
reasonable,  good faith  interpretations  concerning the application of Sections
280G and 4999 of the Code.  The Company and the  Optionee  shall  furnish to the
Accountants  such  information  and documents as the  Accountants may reasonably
request in order to make a determination  under this Section.  The Company shall
bear all costs the  Accountants  may  reasonably  incur in  connection  with any
calculations contemplated by this Section.

     12. Time of Granting  Options . The date of grant of an Option  shall,  for
all purposes,  be the date on which the  Administrator  makes the  determination
granting such Option, or such other date as is determined by the  Administrator.
Notice of the  determination  shall be given to each  Employee or  Consultant to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.

     13. Amendment and Termination of the Plan.

                                        8
(a)  Amendment  and  Termination.  The Board may at any time amend,  alter,
suspend or terminate the Plan.

     (b) Shareholder  Approval.  The Board shall obtain shareholder  approval of
any Plan  amendment  to the  extent  necessary  and  desirable  to  comply  with
Applicable  Laws.  An  amendment to increase the number of shares under the Plan
will require shareholder approval.

     (c)  Effect  of  Amendment  or  Termination.   No  amendment,   alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers  granted to it hereunder  with respect to Options  granted  under the
Plan prior to the date of such termination.

     14. Conditions Upon Issuance of Shares.

     (a) Legal  Compliance.  Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with  Applicable  Laws and shall be further  subject to
the approval of counsel for the Company with respect to such compliance.

     (b)  Investment  Representations.  As a  condition  to the  exercise  of an
Option,  the  Administrator  may  require the person  exercising  such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased  only for  investment  and without any  present  intention  to sell or
distribute  such Shares if, in the opinion of counsel  for the  Company,  such a
representation is required.

     (c) Tax  Withholding.  All  distributions  under  the Plan are  subject  to
withholding  of all  applicable  taxes,  and the  Committee  may  condition  the
delivery of any shares or other benefits under the Plan on  satisfaction  of the
applicable  withholding  obligations.  The  Committee,  in its  discretion,  and
subject to such requirements as the Committee may impose prior to the occurrence
of such  withholding,  may permit such  withholding  obligations to be satisfied
through  cash  payment by the  Participant,  through the  surrender of shares of
Stock which the Participant  already owns, or through the surrender of shares of
Stock to which the Participant is otherwise entitled under the Plan.

     15. Inability to Obtain  Authority.  The inability of the Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     16. Reservation of Shares. The Company, during the term of this Plan, shall
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

                                        9
17.  Information to Optionees and Purchasers.  The Company shall provide to
each Optionee and to each  individual who acquires  Shares pursuant to the Plan,
not less  frequently  than annually during the period such Optionee or purchaser
has one or more  Options  outstanding,  and,  in the case of an  individual  who
acquires  Shares  pursuant to the Plan,  during the period such  individual owns
such Shares,  copies of annual  financial  statements.  The Company shall not be
required to provide such  statements to key employees whose duties in connection
with the Company assure their access to equivalent information.

     18. Definitions. In addition to the other definitions contained herein, the
following definitions shall apply:

     (a) "Applicable Laws" means the requirements relating to the administration
of stock option plans under U.S. state corporate  laws,  U.S.  federal and state
securities  laws, the Code, any stock exchange or quotation  system on which the
Common Stock is listed or quoted and the applicable laws of any other country or
jurisdiction where Options are granted under the Plan.

     (b) "Board" means the Board of Directors of the Company.

     (c) "Code" means the Internal Revenue Code of 1986, as amended.

     (d)  "Committee"  means a committee of Directors  appointed by the Board in
accordance with Section 3 hereof.

     (e) "Company" means Equity Oil Company, a Colorado corporation.

     (f)  "Consultant"  means any person  who is  engaged by the  Company or any
Parent or Subsidiary to render consulting or advisory services to such entity.

     (g) "Director" means a member of the Board of Directors of the Company.

     (h) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.

     (i) "Employee" means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company.  Neither service as a
Director nor payment of a director's  fee by the Company  shall be sufficient to
constitute  "employment" by the Company. An award may be granted to an employee,
in  connection  with  hiring,  retention  or  otherwise,  prior  to the date the
employee first performs services for the Company or the  Subsidiaries,  provided
that such Awards shall not become  vested  prior to the date the employee  first
performs such services.

     (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       10
(k) "Fair Market Value" means, as of any date, the value of common stock of
the Company determined as follows:

                         (i) If the  common  stock is listed on any  established
                    stock  exchange  or  a  national  market  system,  including
                    without  limitation the Nasdaq National Market or The Nasdaq
                    SmallCap Market of The Nasdaq Stock Market,  its Fair Market
                    Value  shall be the  closing  sales price for such stock (or
                    the  closing  bid, if no sales were  reported)  as quoted on
                    such  exchange  or system for the last  market  trading  day
                    prior to the time of determination,  as reported in The Wall
                    Street  Journal  or such other  source as the  Administrator
                    deems reliable;

                         (ii) If the  common  stock  is  regularly  quoted  by a
                    recognized  securities  dealer  but  selling  prices are not
                    reported,  its Fair Market  Value shall be the mean  between
                    the high bid and low asked  prices for the  common  stock on
                    the  last   market   trading   day   prior  to  the  day  of
                    determination; or

                         (iii) In the absence of an  established  market for the
                    common  stock,  the  Fair  Market  Value  thereof  shall  be
                    determined in good faith by the Administrator.

     (l)  "Incentive  Stock  Option"  means an Option  intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

     (m)  "Non-statutory  Stock  Option"  means an Option not  qualifying or not
intended to qualify as an Incentive Stock Option.

     (n)  "Officer"  means a person who is an officer of the Company  within the
meaning  of  Section  16 of the  Exchange  Act and  the  rules  and  regulations
promulgated thereunder.

     (o) "Option" means a stock option granted pursuant to the Plan.

     (p) "Option Agreement" means a written or electronic  agreement between the
Company and an Optionee  evidencing  the terms and  conditions  of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.

     (q)  "Optioned  Stock" means the common stock of the Company  subject to an
Option.

     (r) "Optionee" means the holder of an outstanding  Option granted under the
Plan.

     (s)  "Parent"  means  a  "parent  corporation,"  whether  now or  hereafter
existing, as defined in Section 424(e) of the Code.

     (t) "Section  16(b)" means Section 16(b) of the Securities  Exchange Act of
1934, as amended.

                                       11
(u) "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.

                                       12