Equity Oil Company

P.O. BOX 959 SALT LAKE CITY, UT 84110-0959

Notice of Annual Meeting of Stockholders
May 14, 1997

Notice is hereby given that the Annual Meeting of Stockholders of
Equity Oil Company will be held at the Company's executive office, Suite 806, 10
West Third South, Salt Lake City, Utah, 84101, on the 14th day of May, 1997 at
2:00 p.m., to consider and act upon the following matters:

1. To elect two directors to hold office for three years and until the
Annual Meeting of Stockholders in 2000 or until their successors are duly
elected and qualified.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on March 25,
1997, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting or any adjournment thereof. The transfer
books will not be closed. You are cordially invited to attend the meeting. In
the event you will be unable to attend, you are respectfully requested to sign,
date and return the enclosed proxy in the return envelope at your earliest
convenience.
BY ORDER OF THE BOARD OF DIRECTORS
CLAY NEWTON, Secretary

PROXY STATEMENT

This Proxy Statement is furnished to Stockholders of Equity Oil Company
in connection with the solicitation of proxies by the Board of Directors of the
Company to be used in voting at the Annual Meeting of Stockholders to be held
May 14, 1997, at 2:00 p.m. at the Company's executive offices, Suite 806, 10
West Third South, Salt Lake City, Utah, or at any adjournment of said meeting.
The Company's Annual Report is enclosed in the envelope. The approximate date on
which the Proxy Statement and the form of Proxy will be first sent to
Stockholders is April 1, 1997. Only holders of common stock of record at the
close of business on March 25, 1997 will be entitled to vote at the Meeting of
Stockholders. On that date, the Company had issued and outstanding 12,751,100
shares of common stock, par value $1.00, which is the only class of securities
of the Company. All outstanding shares of said stock are entitled to vote and
each shareholder of record entitled to vote shall have one vote for each share
of stock standing in his name on the books of the Company. Each shareholder
shall have the right to vote all such shareholders' votes for as many persons as
there are directors to be elected and for whose election such shareholder has
the right to vote. Cumulative voting is not allowed under the Company's Articles
of Incorporation.

The shares represented by valid proxies will, if received by the
Company in time for the meeting, be voted as authorized by such proxies. IF NO
INSTRUCTIONS ARE GIVEN, THE SHAREHOLDERS' SHARES WILL BE VOTED IN FAVOR OF THE
DIRECTORS NAMED, AND UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING AND ANY ADJOURNMENT THEREOF. Each proxy is revocable at any time before
it is voted.

VOTING PROCEDURES

The directors will be elected by the affimative vote of the holders of
a plurality of the shares of common stock present in person or represented by
proxy at the Annual Meeting, provided a quorum is present. A quorum is present
if, as of the record date, the holders of at least a majority of the outstanding
shares of Common Stock are present in person or represented by proxy at the
Annual Meeting. Votes will be counted and certified by one or more Inspector(s)
of Election who are expected to be employees of Chase Mellon Shareholder
Services, the Company's transfer agent. The proxies granted by stockholders will
be voted individually for the election of the nominees listed below, unless
authority to vote is withheld as indicated in the proxy.

ITEM 1. ELECTION OF DIRECTORS

The Articles of Incorporation of Equity Oil Company divide the Board of
Directors into three classes with staggered terms of three years. Accordingly,
two directors of the Company are to be elected at the upcoming Annual Meeting,
each to hold office for three (3) years or until 2000. The proxies solicited in
connection with this proxy statement cannot be voted for a greater number than
two directors. Mr. Forster is presently a director of the Company. Information
concerning the director nominees to be elected at the Annual Meeting and the
continuing directors and officers is listed below.

Names, Principal Occupations During the Past Five Years, and Selected Other
Information Concerning Nominees for Director

Served as
Director
Since
WILLIAM D. FORSTER Age - 50
Director 1994
President and Chief Executive Officer of Cheniere Energy, Inc.

RANDOLPH G. ABOOD Age - 46 Manager and member of The Ninigret
Group, L.C., a Utah limited liability company, that manages and
develops Ninigret Park, an industrial and office park in Salt
Lake City. He is also a principal owner of the park. Mr. Abood
was an attorney with Satterlee Stephens Burke & Burke in New York
from 1976 to 1996, where he served as head of its tax department.
Mr. Abood also sits on the Board of Directors and Executive
Committee of Royster-Clark, Inc., a Delaware corporation engaged
in the distribution of fertilizer, seed, and agricultural
chemicals.

It is intended that the shares represented by the enclosed proxy will
be voted for the election of the above named nominees, William D. Forster and
Randolph G. Abood. In the event that any nominee for director should be
unavailable or unable to serve, which is not anticipated, it is intended that
such shares shall be voted for such substitute nominee as may be selected by the
Board of Directors.

CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

Served Term
Since Expires

PAUL M. DOUGAN Age - 59
Director 1992 1998
President and Chief Executive Officer, Equity Oil Company 1994
President and Director, Symskaya Exploration, Inc.

Mr. Dougan acted as Corporate Secretary from 1968
until his appointment as President in January, 1994.
Director, Leucadia National Corporation.

DOUGLAS W. BRANDRUP Age - 56
Director 1975 1998
Chairman of the Board of Directors 1995
Senior Partner,Griggs Baldwin & Baldwin Attorney at
Law - New York City, New York
Director, 3-D Geophysical, Inc.

P.J. "JACK" BERNHISEL Age - 49
Director 1996 1999
Owner, European Marble & Granite Company. Former
Senior Vice President - Law and Finance for Kennecott
Corporation, 1986 - 1993, and Corporate Controller for
The Standard Oil Company. Attorney and Certified Public
Accountant.

JOSEPH C. BENNETT Age - 64
Director 1995 1998
Self-employed. Mining and oil and gas investments.
Director, Coeur d'Alene Mines Corporation and Paragon
Petroleum Limited.

CLAY NEWTON Age - 39
Corporate Secretary and Treasurer, Equity Oil Company 1991
Director and Treasurer, Symskaya Exploration, Inc.

JAMES B. LARSON Age - 35
Vice President - Operations 1997
Mr. Larson, a registered petroleum engineer, was
appointed to the office of Vice President - Operations
on November 15, 1996. He has been employed by the
Company for over 10 years.

OTHER SIGNIFICANT EMPLOYEES

DAVID M. SEERY Age - 42
Manager - Land and Denver Exploration Office

Mr. Seery has served as Manager - Land since 1994, and
Manager - Denver Exploration Office since the beginning
of 1995. Mr. Seery has been employed by the Company for
over 10 years.

SECURITY OWNERSHIP OF MANAGEMENT

Amount and
Nature of
Title of Beneficial Percent
Class Name Ownership of Class

Common 1Paul M. Dougan 537,776 3.9
President, Chief Executive Officer
and Director

2Douglas W. Brandrup 92,300 .7
Chairman of the Board of Directors
and Director

Joseph C. Bennett 10,000 -
Director

P.J. "Jack" Bernhisel 12,000 -
Director

William D. Forster 16,000 -
Director Nominee

Randolph G. Abood 10,000 -
Director Nominee

3James B. Larson 50,500 .4
Vice President - Operations

4Clay Newton 55,500 .4
Corporate Secretary and
Chief Financial Officer

5Total Ownership of Directors 784,076 5.7
and Executive Officers as a Group
- - --------
1The calculation of beneficial ownership includes 308,500 shares
subject to outstanding options that were exercisable at the table date or within
60 days of such date; 76,676 shares owned by Mr. Dougan's wife and 31,206 shares
held in a Family Limited Partnership of which Mr. Dougan is the general partner.
The calculation does not include 3,470 shares for which Mr. Dougan's wife acts
as trustee and 305,846 shares owned by Mr. Dougan's married daughters over which
Mr. Dougan has no voting power and concerning which he is not the beneficial
owner.
2The calculation of beneficial ownership includes 35,300 shares
concerning which Mr. Brandrup disclaims any beneficial ownership, consisting of
18,500 shares owned by various trusts for which Mr. Brandrup acts as trustee and
has shared voting and investment power, and 16,800 shares owned by Mr.
Brandrup's wife and children.

3 The calculation of beneficial ownership includes 48,000 shares subject
to outstanding options that were exercisable at the table date or within 60 days
of such date.

4 The calculation of beneficial ownership includes 53,000 shares
subject to outstanding options that were exercisable at the table date or within
60 days of such date.

5The calculation of beneficial ownership includes 409,500 shares
subject to outstanding options that were exercisable at the table date or within
60 days of such date.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and Executive Officers and persons who own more than ten
(10%) percent of the registered class of the Company's equity securities to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Officers, Directors and greater than ten (10%) percent shareholders
are required to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required for the fiscal year ending December 31, 1996, all other
Section 16(a) filing requirements applicable to its Officers, Directors and
greater than ten (10%) percent beneficial owners were complied with.

BOARD COMMITTEES AND MEETINGS

The Board of Directors has an Audit, Compensation, and Nominating
Committee. The Audit Committee reviews internal and external reporting of the
Company, the scope of the independent audit and any comments by the independent
auditors regarding internal controls and accounting procedures, and further
considers management's response to any such comments. The Audit Committee
consists of P.J. "Jack" Bernhisel, Joseph C. Bennett and William D. Forster. The
Audit Committee met once in 1996 to review the work of the independent auditors.

The Compensation Committee evaluates management's performance, reviews and
establishes compensation levels for the Company's executive officers,
administers the Company's cash bonus and incentive stock option plans, and
considers other related matters concerning management motivation and
compensation. The Committee consists solely of outside directors. The members of
the Committee are Douglas W. Brandrup, David W. Allen, P.J. "Jack" Bernhisel,
Joseph C. Bennett, and William D. Forster. The Committee met twice in 1996.

The nominating committee interviews, nominates and recommends individuals
for membership on the Company's board of directors. The entire Board of
Directors acts as a nominating committee. By February 5 of each year, candidates
are nominated for directorships to be filled. Candidates can be suggested by
board members or stockholders. There is no specific procedure to be followed by
security holders in submitting recommendations to the board. In selecting a
candidate, consideration is given to the skills and characterisitics required of
board members in the context of the current makeup of the board and business of
the Company.

The Board of Directors held four regular and five special meetings in 1996.
No director attended less than 75% of the meetings.

COMPENSATION OF DIRECTORS

Non-Employee Directors were each paid a retainer fee in the amount of
$4,000 on December 31, 1996. In addition, fees of $500 were paid for each of the
regular meetings attended in 1996. Each non-employee director was granted 2,000
shares of the Company's common stock as additional compensation, as provided for
under the 1993 Incentive Stock Option Plan. The Chairman of the Board receives
additional fees of $2,000 per month.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for the years ended December
31, 1996 1995 and 1994 respectively, for the Company's President and Chief
Executive Officer and each of the other executive officers of the Company whose
salary and bonus exceeded $100,000 during 1996.

Long Term Compensation
Annual Compensation Awards Pay outs All other
(4) Other Annual Restricted Options/ Compensation
Name and Principal Position Year Salary ($) Bonus ($) Compensation Stock Awards SAR's(1) (2)
- - --------------------------- ---- ---------- --------- ------------ ------------ ----- ----------

Paul M. Dougan (3) 1996 235,000 35,250 NA NA 89,500 36,934
President and 1995 200,000 80,000 NA NA 35,000 31,148
Chief Executive Officer 1994 175,000 35,000 NA NA 70,000 26,250

Clay Newton 1996 100,000 15,000 NA NA 13,000 16,684
Corporate Secretary, 1995 87,000 34,800 NA NA 9,000 14,198
Treasurer, and 1994 80,000 16,000 NA NA 18,000 12,622
Chief Financial Officer

James B. Larson 1996 90,000 13,500 NA NA 13,000 15,184
Vice-President of Operations 1995 79,000 31,600 NA NA 9,000 12,998
1994 73,000 14,600 NA NA 18,000 11,572

NOTES

(1) Does not include SARs as follows: (i) Mr. Dougan 70,000; (ii) Mr. Newton,
5,000(iii) Mr. Larson, 5,000; SARs are issued in tandem with non- qualified
options, either of which, but not both, may be exercised. See Options Granted
table for more information.

(2) The amounts shown in this column for the last fiscal year include the
following: (I) Mr. Dougan, $22,500 - annual Company contribution to the defined
contribution plan (DCP), $12,750 - contribution to a supplemental retirement
plan, $1,684 - Company paid term life insurance premiums; (ii) Mr. Newton,
$15,000 - annual Company contribution to the DCP,$1,684 - Company paid term life
insurance premiums. (iii) Mr. Larson, $13,500 - annual Company contribution to
the DCP, $1,684-Company paid term life insurance.

(3) Mr. Dougan served as Corporate Secretary until January 10, 1994, at which
time he assumed the office of President and Chief Executive Officer.

(4) Bonus amounts shown are those earned for the year indicated.

(5) Mr. Larson was appointed Vice President of Operations on November 15, 1996.

OPTIONS GRANTED IN 1996

The following information is furnished for the year ended December 31, 1996 for
the Company's named executive officers for stock options granted in 1996.

Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term

% of Total
Options/SARs
Granted to
Options Employees in Exercise or
SARs Granted Fiscal Base Price Expiration
(#) Year ($/SH) Date 5% 10%
Name

Paul M.Dougan....... (1)19,500 8.8% $5.125 1/25/2006 $62,850 $159,275
(2)70,000 31.4% $5.125 1/25/2006 $225,616 $571,755
(3)70,000 31.4% $5.125 1/25/2006 $225,616 $571,755

Clay Newton...........(1)8,000 3.6% $5.125 1/25/2006 $29,124 $75,978
(2)5,000 2.2% $5.125 1/25/2006 $18,202 $47,486
(3)5,000 2.2% $5.125 1/25/2006 $18,202 $47,486

James B. Larson.......(1)8,000 3.6% $5.125 1/25/2006 $29,124 $75,978
(2)5,000 2.2% $5.125 1/25/2006 $18,202 $47,486
(3)5,000 2.2% $5.125 1/25/2006 $18,202 $47,486

AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END VALUES

Number of Value of Unexercised
Unexercised Options in the money Options
Shares SARs at FY-End /SARs at FY-End
Acquired on Value (#)Exercisable (#)Exercisable
Name Exercise Realized($) Unexercisable Unexercisable

Paul M. Dougan 20,000 38,120 219,000/89,500 -
Clay Newton - - 45,000/31,000 -
James B. Larson 5,000 5,625 40,000/31,000 -

NOTES

(1) Options granted under the Company's Incentive Stock Option Plan. Under the
terms of the Plan, options are 10 year options with vesting periods ranging from
1 to 6 years, generally terminating 3 months following an optionee's death or
retirement.

(2) Non-qualified stock options granted under the Company's Incentive Stock
Option Plan. Under the terms of the Plan, these are 10 year options with vesting
periods ranging from 1 to 6 years, generally expiring 3 years following an
optionee's retirement.

(3) SARs issued in tandem with non-qualified options above, either of which, but
not both, may be exercised.

REPORT OF THE COMPENSATION COMMITTEE

Compensation Philosophy and Objectives

The Company is in the oil and gas exploration and production business,
an industry characterized by unpredictable revenues resulting from price
volatility in world oil and gas markets. Because of this unstable environment,
the Company's compensation policies are not based upon short term, quarterly or
even yearly financial results; rather, the policies focus on longer term
objectives and achievements, calculated not only to maintain but to expand the
Company's asset base through acquiring producing reserves at attractive costs,
locating and exploring promising prospects, and implementing projects designed
to increase reserves and production on existing properties.

The philosophy upon which the development and administration of the
Company's cash bonus and stock option plans are based is to directly align the
interests of executive management and other key employees with those of our
shareholders. The major components of this philosophy are:

o Creating compensation plans which enable the Company to attract and
retain officers and key employees important to the Company's success, and to
provide them a compensation package reflecting the Company's performance,
measured by success in achieving strategic, operating and financial objectives.

o Providing meaningful cash and equity-based incentives for
executives, and other key employees, to ensure they are motivated over the short
and long term to respond to the Company's challenges and opportunities as
owners, rather than simply as employees.

o Rewarding executives and key employees for superior performance when
shareholders receive an attractive return on their investment over the longer
term.

The Committee's objective is to set executive and other key employee
base salaries at or below the average base salaries of similar companies in the
energy sector, based upon industry surveys. These surveys include the
registrants used by the Company in its self-constructed peer group. However, in
addition to average or below average base salary levels, the Committee provides
incentives through a combination of a cash bonus program, an equity-based stock
option program, and a profit sharing retirement plan.

Under the cash bonus program, executives and other key employees can
earn additional compensation up to 50% of their base salary. In determining the
size of the bonus, the key factors considered by the Committee, in order of
their importance, are: (i) the year-end stock price exceeding a 3-year rolling
average of year-end stock prices, (ii) reserve replacement exceeding production
by a meaningful measure and (iii) finding costs. Along with these factors, the
Committee subjectively considers the degree of success in meeting strategic,
operating and financial objectives such as oil and gas production levels,
earnings per share, operating cash flow, and developing exploration and
development prospects, among other considerations. These latter measures, while
not specifically weighted, are all critical to building shareholder value which
is the ultimate goal of the Company and its compensation programs.

The stock option program provides a method of encouraging long term
results beneficial to our shareholders since the potential value of each stock
option is tied to increased shareholder value. The options are always awarded at
present market value, and vest in 1 to 6 years. All stock options have a
duration of ten years before expiration. The Company has a policy of not
repricing stock options.

Company Performance and Chief Executive Officer Compensation

The compensation of the Company's President and Chief Executive Officer
is determined in the same manner as the compensation for other officers and key
employees of the Company as described above. While there is no specific
relationship between corporate performance and base salary, incentive
compensation of the Company's President and Chief Executive Officer is largely
dependent upon the overall performance of the Company. In setting Mr. Dougan's
base salary, the Committee considered his contribution in developing and
executing the Company's growth strategy, progress in the area of reserve
replacement, and his continued high level of energy which he devoted to the
Company. The Committee further reviewed his salary based on the type of industry
evaluation discussed above. According to the performance criteria of the cash
bonus program, which includes reserve replacement success, stock price
appreciation, and finding cost performance, Mr. Dougan earned a bonus equivalent
to 15% of his 1996 base salary based upon reserve replacement success, which was
paid in early 1997. The Committee also determined in early 1997 to grant him
35,000 non-qualified options and SAR's.

Respectfully submitted,

Equity Oil Company Compensation Committee

Douglas W. Brandrup, Chairman Joseph C. Bennett
David W. Allen P.J. "Jack" Bernhisel
William D. Forster

COMPARISON OF CUMULATIVE SHAREHOLDER RETURN

COMPARISON OF CUMULATIVE SHAREHOLDER RETURN(1)

This page is a graphical representation of the performance graph required to be
filed with this proxy statement. The graph compares the return of an investment
in the Company's Common Stock at December 31, 1991 with a similar investment in
the stocks of the Company's selected peer group, or with that of a published
industry or line-of-business index, which in this case is the Russell 2000 Small
Cap index.

The data points of the graph are as follows:

1991(1) 1992 1993 1994 1995 1996

Equity Oil Company 100 84.577 105.53 102.23 155.00 80.784
Peer Group(2) 100 112.080 115.15 112.00 133.30 253.462
Russell 2000 Small Cap 100 116.360 136.14 131.81 166.40 190.910

Notes:

(1) Assumes that the value of the investment in the Company's common stock,
and in each index, was $100 on December 31, 1991, and that all dividends were
reinvested.

(2) The peer group index is comprised of the following independent oil and
gas companies: Berry Petroleum, Comstock Resources, Magellan Petroleum Corp.,
Maynard Oil Co., McFarland Energy, Inc., Swift Energy Co., and Wiser Oil Co. The
index is weighted to reflect the relative market capitalization of the peer
group companies.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Information concerning beneficial owners of more than five percent of
registrant's voting securities is as follows:
Amount and
Nature of
Title of Name and Address of Beneficial Percent
Class Beneficial Owner Ownership of Class

Common 1J. Lynn Dougan 860,000 6.7
215 South State Street
Salt Lake City, UT 84101

2Dimensional Fund 761,325 6.0
Advisors, Inc.
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401

- - --------

1The calculation of beneficial ownership includes 315,000 shares owned
by the Galena Group, a limited partnership of which Mr. Dougan is the general
partner and has sole voting and investment power. Mr. Dougan is the brother of
Paul M. Dougan, President of the Company.

2According to a Schedule 13-G dated February 5, 1997 by Dimensional
Fund Advisors, Inc. Dimensional Fund Advisors Inc. ("Dimensional"), a registered
investment advisor, is deemed to have beneficial ownership of 761,325 shares of
Equity Oil Company stock as of December 31, 1996, all of which shares are held
in portfolios of DFA Investment Dimensions Group Inc., a registered open-end
investment company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.

EXPENSES OF SOLICITATION

The expense of soliciting proxies, including costs of preparing,
assembling and mailing of the notice, proxy, and proxy statement will be paid by
the Company. The Company has engaged D. F. King & Co., Inc., New York, to assist
in the soliciting of proxies from brokerage firms and others, and for forwarding
the soliciting materials to beneficial owners of stock. It is estimated that up
to $5,000 will be incurred by the Company in connection with the solicitation.
In addition to the use of the mails, proxies may be solicited by personal
interview or by telephone by officers and directors of the Company.

AUDITORS

The Company's financial statements for the year ended December 31, 1996
were examined by the independent certified public accounting firm of Coopers &
Lybrand L.L.P. The Board of Directors has again selected their firm to serve as
the auditors for the Company for 1997. A representative of Coopers & Lybrand
L.L.P. is expected to be present at the stockholders' meeting to make any
statement they may desire or respond to such questions as may be appropriate.

DATE FOR STOCKHOLDER PROPOSALS
FOR THE 1998 ANNUAL MEETING

If stockholders desire to submit proposals to be presented at the Company's
1998 Annual Meeting, the same should be sent to Equity Oil Company at its
principal executive office: P.O. Box 959, Salt Lake City, Utah 84110-0959, no
later than December 1, 1997; otherwise, the proposal or proposals shall not be
included in the Company's proxy statement or form of proxy for the 1998 Annual
Meeting.

ADDITIONAL INFORMATION

UPON WRITTEN REQUEST OF A BENEFICIAL OWNER OF ITS SECURITIES, ISSUER WILL
SEND WITHOUT CHARGE A COPY OF ISSUER'S ANNUAL REPORT ON FORM 10-K, FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION FOR ISSUER'S MOST RECENT FISCAL YEAR,
INCLUDING APPLICABLE FINANCIAL STATEMENTS AND SCHEDULES. WRITTEN REQUESTS SHOULD
BE DIRECTED TO CLAY NEWTON, SECRETARY, EQUITY OIL COMPANY, P.O. BOX 959, SALT
LAKE CITY, UTAH 84110-0959.

DISCRETIONARY AUTHORITY

The Board of Directors is not aware of any matter which may properly be
presented for action at the meeting other than the matters set forth herein.
Should any other matter requiring a vote of the stockholders arise, the proxies
in the enclosed form confer upon the person or persons entitled to vote the
shares represented by such proxies' discretionary authority to vote the same in
respect of any such other matter in accordance with their best judgement in the
interest of the Company.

BY ORDER OF THE BOARD OF DIRECTORS
CLAY NEWTON, Secretary

EXHIBIT "A"
FORM OF PROXY

Equity Oil Company

P.O. BOX 959 SALT LAKE CITY, UT 84110-0959

Notice of Annual Meeting of Stockholders
May 14, 1997

Notice is hereby given that the Annual Meeting of Stockholders of Equity
Oil Company will be held at the Company's executive office, Suite 806, 10 West
Third South, Salt Lake City, Utah, 84101, on the 14th day of May, 1997 at 2:00
p.m., to consider and act upon the following matters:

1. To elect two directors to hold office for three years and until the
Annual Meeting of Stockholders in 2000 or until their successors are duly
elected and qualified.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

You are cordially invited to attend the meeting. In the event you will be
unable to attend, you are respectfully requested to sign, date and return the
enclosed proxy in the return envelope at your earliest convenience.

BY ORDER OF THE BOARD OF DIRECTORS
CLAY NEWTON, Secretary

1. To elect the following nominees as directors to hold office for three
years and until the Annual Meeting of Stockholders in 2000 or until their
successors are duly elected and qualified.

NOMINEES: William D. Forster, Randolph G. Abood

Note: to withhold authority to vote for any individual nominee, strike a
line through that nominee's name. Unless authority to vote for all the foregoing
nominees is withheld, this proxy will be deemed to confer authority to vote for
every nominee whose name is not stricken. In the event any nominee should be
unable to serve, or for good cause will not serve, it is intended that this
proxy shall be voted for such substitute nominee as may be selected by the Board
of Directors.

2. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Please sign below exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

EQUITY OIL COMPANY

The undersigned, revoking all prior proxies, hereby appoints Paul M. Dougan,
President, and Clay Newton, Secretary, and any one or both of them with full
power of substitution, as proxy or proxies of the undersigned, to vote all
shares of common stock of EQUITY OIL COMPANY of the undersigned as if the
undersigned were personally present and voting at the Company's Annual Meeting,
May 14, 1997, and at all adjournments
thereof.