<PAGE> 1

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               FORM  10-QSB

 /X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 2005

                                OR

 / / Transition report pursuant to section 13 or 15 (d) of the Securities
     Exchange Act of 1934

     For the transition period from             to


                       Commission File Number 0-5525


                             PYRAMID OIL COMPANY
           (Exact name of registrant as specified in its charter)

              CALIFORNIA                                 94-0787340
     (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)             Identification Number)

            2008 - 21ST. STREET,
          BAKERSFIELD, CALIFORNIA                       93301
     (Address of principal executive offices)         (Zip Code)

                               (661) 325-1000
             (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

               Yes   X                             No

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.

        COMMON STOCK WITHOUT PAR VALUE                  2,494,430
                (Class)                      (Outstanding at March 31, 2005)

<PAGE>
<PAGE>  2
FINANCIAL STATEMENTS
                         PYRAMID OIL COMPANY
                            BALANCE SHEETS
                              ASSETS
<Table>
<Caption>
                                              March 31,     December 31,
                                                 2005           2004
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  766,898     $  816,216
  Short-term investments                         850,000        850,000
  Trade accounts receivable                      314,209        216,821
  Interest receivable                             74,426         70,628
  Employee loan receivable                         7,866          8,801
  Crude oil inventory                             68,608         66,339
  Prepaid expenses                                82,583        110,164
  Deferred income taxes                           25,698         25,698
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  2,190,288      2,164,667
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               11,257,541     11,208,833
  Capitalized asset retirement costs             294,600        294,600
  Drilling and operating equipment             2,079,278      2,067,006
  Land, buildings and improvements               947,426        947,426
  Automotive, office and other
    property and equipment                       975,578        961,519
                                             ------------   ------------
                                              15,554,423     15,479,384
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,351,294)   (13,294,764)
                                             ------------   ------------
                                               2,203,129      2,184,620
                                             ------------   ------------
OTHER ASSETS
  Deposits                                       250,000        250,000
  Other assets                                    13,554         15,556
  Assets held for resale                           9,633          9,633
                                             ------------   ------------
                                              $4,666,604     $4,624,476
                                             ============   ============

<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>



<PAGE>  3
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
                                               March 31     December 31,
                                                 2005           2004
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                           $    73,088    $    62,229
  Accrued professional fees                       17,500         28,220
  Accrued taxes, other than income taxes          24,090         24,090
  Accrued payroll and related costs               61,265        214,255
  Accrued royalties payable                       98,438         85,186
  Accrued insurance                               38,183         52,094
  Current maturities of long-term debt            50,575         50,740
  Deferred income taxes                           25,698         25,698
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               388,837        542,512
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         51,488         63,972
                                             ------------   ------------
LIABILITY FOR ASSET RETIREMENT OBLIGATION        940,476        946,566
                                             ------------   ------------
COMMITMENTS (note 3)

STOCKHOLDERS' EQUITY:
  Common stock-no par value;
    10,000,000 authorized shares;
    2,494,430 shares issued and
    outstanding                                1,071,610      1,071,610
  Retained earnings                            2,214,193      1,999,816
                                             ------------   ------------
                                               3,285,803      3,071,426
                                             ------------   ------------
                                              $4,666,604     $4,624,476
                                             ============   ============

<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>









<PAGE>  4
                           PYRAMID OIL COMPANY
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<Table>
<Caption>
                                                 Three months ended March 31,
                                                 ---------------------------
                                                     2005           2004
                                                 ------------   ------------
  <S>                                            <C>            <C>
  REVENUES                                          $701,892       $599,296
                                                 ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                               318,605        301,614
    General and administrative                       101,181         89,580
    Taxes, other than income
      and payroll taxes                               11,583         13,187
    Provision for depletion,
      depreciation and amortization                   56,530         45,506
    Accretion expense                                  4,545          4,545
    Other costs and expenses                           3,656          3,626
                                                 ------------   ------------
                                                     496,100        458,058
                                                 ------------   ------------
  OPERATING INCOME                                   205,792        141,238
                                                 ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                    5,652          3,263
    Gain on sale of other assets                          --        133,582
    Other income                                       3,600          3,600
    Interest expense                                    (342)            --
                                                 ------------   ------------
                                                       8,910        140,445
                                                 ------------   ------------
 INCOME BEFORE INCOME
     TAX PROVISION                                   214,702        181,683
   Income tax provision                                  325            325
                                                 ------------   ------------
 NET INCOME                                          214,377        281,358
                                                 ============   ============
 EARNINGS PER COMMON SHARE
   Basic Income Per Common Share                      $ 0.09         $ 0.11
                                                 ============   ============
   Diluted Income Per Common Share                    $ 0.09         $ 0.11
                                                 ============   ============
Weighted average number of
    common shares outstanding                      2,494,430      2,494,430
                                                 ============   ============
<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>



<PAGE> 5                   PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<Table>
<Caption>                                         Three months ended March 31,
                                                      2005           2004
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                        $ 214,377      $ 281,358
  Adjustments to reconcile net income
    to cash provided by (used in)
    operating activities:
      Provision for depletion,
        depreciation and amortization                  56,530         45,506
      Gain on sale of other assets                         --       (133,582)
      Costs charged to asset retirement obligation    (10,635)            --
      Accretion expense                                 4,545          4,545
  Changes in assets and liabilities:
    Increase in trade accounts
      and interest receivable                        (101,186)       (55,088)
    Decrease in crude oil inventories                 ( 2,269)       (18,710)
    Decrease in prepaid expenses                       27,581         30,546
    Decrease in accounts payable
      and accrued liabilities                        (153,510)       (59,889)
                                                     ---------      ---------
    Net cash provided by operating activities          35,433         94,686
                                                     ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                               ( 75,039)       (17,306)
  Proceeds from sales of other assets                      --        135,000
                                                     ---------      ---------
   Net cash (used in) provided by
     investing activities                            ( 75,039)       117,694
                                                     ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt              ( 12,649)       (11,568)
   Principal payments on loans to employees             2,937             --
                                                     ---------      ---------
   Net cash used in financing activities             (  9,712)       (11,568)
                                                     ---------      ---------
Net (decrease) increase in cash                      ( 49,318)       200,812

Cash at beginning of period                           816,216        606,799
                                                     ---------      ---------
Cash at end of period                                $766,898       $807,611
                                                     =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the three months for interest       $  342         $   --
                                                     =========      =========
  Cash paid during the three months for income taxes   $  325         $  325
                                                     =========      =========
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>

<PAGE> 6                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2005
                                  (UNAUDITED)

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements include the accounts of Pyramid Oil Company (the
Company).  Such financial statements included herein have been prepared by the
Company, without an audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.

A summary of the Company's significant accounting policies is contained in its
December 31, 2004 Form 10-KSB which is incorporated herein by reference.  The
financial data presented herein should be read in conjunction with the
Company's December 31, 2004 financial statements and notes thereto, contained
in the Company's Form 10-KSB.

In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of March 31, 2005 and the results of its operations and
its cash flows for the three month periods ended March 31, 2005 and 2004.  The
results of operations for any interim period are not necessarily indicative of
the results to be expected for a full year.


(2)  DIVIDENDS

No cash dividends were paid during the three months ended March 31, 2005 and
2004.


(3)  COMMITMENTS

The Company has entered into various employment agreements with key executive
employees.  In the event the key executives are dismissed, the Company would
incur approximately $960,000 in costs.


(4) INCOME TAX PROVISION

The Company's income tax provision consists mainly of current minimum taxes
for California and New York.  The Company is utilizing its significant net
operating loss carryforwards to offset Federal income taxes.






<PAGE> 7


(5) CHANGE IN ACCOUNTING PRINCIPLE

In accordance with Statement of Financial Accounting Standards No. 143,
''Accounting for Assets Retirement Obligations'', effective January 1, 2003,
the Company changed its method of accounting for asset retirement obligations
(ARO) relating to well abandonment costs from expensing such costs in the year
the wells are abandoned to recording a liability when such costs are incurred
in order to provide a better matching of revenue and expenses and to improve
interim financial reporting.

Upon adoption of SFAS 143, the Company was required to recognize a liability
for the present value of all legal obligations associated with the retirement
of tangible long-lived assets and an asset retirement cost was capitalized as
part of the carrying value of the associated asset. Upon initial application
of SFAS 143, a cumulative effect of a change in accounting principle was also
required in order to recognize a liability for any existing ARO's adjusted for
cumulative accretion, an increase to the carrying amount of the associated
long-lived asset and accumulated depreciation on the capitalized cost.

Subsequent to initial measurement, liabilities are required to be accreted to
their present value each period and capitalized costs are depreciated over the
estimated useful life of the related assets. Upon settlement of the liability,
the Company will settle the obligation against its recorded amount and will
record any resulting gain or loss. As a result of the adoption of SFAS 143 on
January 1, 2003, the Company recorded a $272,649 increase in the net
capitalized cost of its oil and gas properties.

The effect of these changes for the quarter ending March 31, 2005, resulted in
a decrease in income from continuing operations of $5,945.  The cumulative
effect of these changes on years prior to January 1, 2003, approximately
$810,115 ($0.23 per common share), has been charged to operations in 2003.
The effect on net income of this change in accounting methods is as follows:

<Table>
<Caption>
                                                    Amount         Per Share
                                                   --------        ---------
<S>                                               <C>              <C>
     Cumulative effect to January 1, 2003         $(810,115)         $(0.23)

     Effect on three months ended March 31, 2004     (5,945)             --

     Effect on three months ended March 31, 2005     (5,945)             --

</Table>

There are no legally restricted assets for the settlement of asset retirement
obligations.




<PAGE> 8

A reconciliation of the Company's asset retirement obligations from the
periods presented are as follows:

<Table>
<Caption>
                                                          Amount
                                                         -------
<S>                                                     <C>
     Beginning Balance, January 1, 2005                 $946,566
        Incurred during the period                       (10,635)
        Settled during the period                             --
        Accretion expense                                  4,545
        Revisions in estimates                                --
                                                         -------
     Ending Balance, March 31, 2005                     $940,576
                                                         =======
</Table>


(6) OTHER ASSETS - DEPOSITS

In April 2004, the Company replaced it's $250,000 oil and gas blanket
performance surety bond, with a cash bond in the form of an irrevocable
certificate of deposit in the amount of $250,000.



                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS

                         IMPACT OF CHANGING PRICES

The Company's revenue is affected by crude oil prices paid by the major oil
companies.  Average crude oil prices for the first quarter of 2005 increased
by approximately $6.90 per equivalent barrel when compared with the same
period for 2004.  During the first quarter of 2005 the Company experienced 48
separate price changes compared with 49 price changes during the same period
for 2004.  The Company cannot predict the future course of crude oil prices.


                      LIQUIDITY AND CAPITAL RESOURCES

Cash decreased by $49,318 for the three months ended March 31, 2005.  During
the first quarter of 2004, operating activities provided cash of $35,433.
Capital spending of $75,039 and principal payments on long-term debt totaling
$12,649, reduced cash for the first quarter of 2005.  See the Statements of
Cash Flows for additional detailed information.  A $200,000 line of credit,
unused at March 31, 2005, provided additional liquidity during the first
quarter of 2005.




<PAGE> 9


                        FORWARD LOOKING INFORMATION

The Company's average crude oil price has decreased by approximately $2.40 per
barrel since March 31, 2005.

Announcements from the Company, including any updates of financial results and
SEC fillings can be found on the Company's WEB site, pyramidoil.com.  The
Company uses the Web site to ''post'' information about the Company's
activities.  This site also provides an e-mail address, info@pyramidoil.com,
for shareholders or prospective shareholders to contact the Company.

The Company is pleased with the results of it's Santa Fe #15 well, drilled in
late 2004.  This well is currently producing 27 barrels of oil per day and has
provided a great deal of valuable technical reservoir information relating to
the Carneros Creek field.  Based in part on the information obtained,
management plans to drill four additional wells in this area in 2005.  Two of
the wells have been located to target the shallower Carneros zone and two
wells will be located to target the Point of Rocks zone.

The Company's 2005 capital budget provides funds for drilling several new
developmental wells in the Company's Carneros Creek area.  Additionally, this
budget provides funds for reworking and stimulating certain existing Company
wells and for specific lease acquisitions within California.

On March 18, 2005, the Company signed a Letter of Intent with E & B Natural
Resources of Bakersfield, CA.  Pyramid and E & B have identified a potential
well location and are currently working to complete the Definitive Agreements
relating to the Joint Venture.  The well is projected to be spudded sometime
late in the third quarter. Drilling rig availability will affect the timing of
this well.

The Company's growth in 2005 will be highly dependant on the amount of success
the Company has in its operations and capital investments, including the
outcome of wells that have not yet been drilled.  The Company's capital
investment program may be modified during the year due to explorations and
development successes or failures, market conditions and other variables.  The
production and sales of oil and gas involves many complex processes that are
subject to numerous uncertainties, including reservoir risk, mechanical
failures, human error and market conditions.

The Company has positioned itself, over the past several years, to withstand
various types of economic uncertainties, with a program of consolidating
operations on certain producing properties and concentrating on properties
that provide the major revenue sources.  The drilling of a new well and
several limited work-overs of certain wells have allowed the Company to
maintain its crude oil reserves for the last three years.  The Company expects
to maintain its reserve base in 2005, by drilling new wells and routine
maintenance of its existing wells.



<PAGE> 10

Portions of the Quarterly Report, including Management's Discussion and
Analysis, contain forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company's actual results
and performance in future periods to be materially different from any future
results or performance suggested in forward-looking statements in this
release.  Such forward-looking statements speak only as of the date of this
report and the Company expressly disclaims any obligation to update or revise
any forward-looking statements found herein to reflect any changes in Company
expectations or results or any change in events.  Factors that could cause
results to differ materially include, but are not limited to: the timing and
extent of changes in commodity prices of oil, gas and electricity,
environmental risk, drilling and operational costs, uncertainties about
estimates of reserves and government regulations.


Item 4.  CONTROLS AND PROCEDURES

Based on their evaluation of the Company's disclosure controls and
procedures as of a date within 90 days of the filing of this Report, the Chief
Executive Officer and Chief Financial Officer have concluded that such
controls and procedures are effective.  There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect such controls subsequent to the date of their evaluation.



       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2005
  COMPARED TO THE QUARTER ENDED MARCH 31, 2004


REVENUES

Oil and gas revenue increased by 17% for the three months ended March 31, 2005
when compared with the same period for 2004.  Oil and gas revenue increased by
21% due to higher average crude oil prices for the first quarter of 2005.
The average price of the Company's oil and gas for the first quarter of 2005
increased by approximately $6.90 per equivalent barrel when compared to the
same period of 2004.  This was offset by a reduction in revenues of 4% due to
lower crude oil production/sales.  The Company's net revenue share of crude
oil production decreased by approximately 700 barrels for the first three
months of 2005.  The decrease in crude oil production is primarily the result
of a decline in production on certain of the Company's properties.





<PAGE> 11

OPERATING EXPENSES

Operating expenses increased by 5.6% for the first quarter of 2005.  The cost
to produce an equivalent barrel of crude oil during the first quarter of
2005 increased by approximately $1.55 per barrel when compared with the
production costs for the first quarter of 2004.  The increase in operating
expenses for the first quarter of 2005 was caused by a number of offsetting
factors.

Work that was done on the Company's Mitchel lease in 2004, to retrieve tubing
stuck in the well in an effort to return the well back to production, had
increased expenses for this property during the first quarter of 2004.  This
effort was unsuccessful and this property has been shut-in since this work was
discontinued in the first quarter of 2004.  No costs were expended in the
first quarter of 2005 for this property resulting in a decrease of
approximately 7% in operating expenses.

The Company adjusts the carrying value of its crude oil inventory at the end
of each quarter based on quarter ending volumes and costs of production.  The
difference between the inventory adjustment at the end of the first quarter of
2005 compared with the adjustment recorded at the end of the first quarter of
2004 resulted in an increase of approximately 5% in operating expenses.

The Delaney Tunnell lease was returned to production in the fourth quarter of
2004 due to higher crude oil prices which made it economical to produce this
property.  Operating expenses on this property for the first quarter of 2005
increased overall costs by 3%.  Operating expenses also increased by 3% due to
work that was done on the Company's Warren lease to return one well back to
production.


GENERAL AND ADMINISTRATIVE

General and administrative expenses increased by approximately 13% for the
first three months of 2005 when compared with the same period for 2004.  The
increase in general and administrative expenses is due primarily to an
increase in audit fees of 10% due to the additional burdens of complying with
the Sarbanes-Oxley legislation.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization increased by 24%
for the first quarter of 2005, when compared with the same period for 2004.
The increase is due primarily to a 23% increase in depletion.  The increase in
depletion is due primarily to an increase in the depletable base of oil and
gas properties due to the drilling of two new wells one in 2004 and one in
2003.




<PAGE> 12


OTHER INCOME

The Company sold a well servicing hoist in the first quarter of 2004 for a
gain of $133,582.


INCOME TAX PROVISION

The Company's income tax provision consists mainly of current minimum taxes
for California and New York.  The Company is utilizing its significant net
operating loss carryforwards to offset Federal income taxes.

<PAGE>
<PAGE> 13

                       PYRAMID OIL COMPANY

                   PART II - OTHER INFORMATION


Item 1.  -  Legal Proceedings

               None

Item 2.  -  Changes in Securities

               None

Item 3.  -  Defaults Upon Senior Securities

               None

Item 4.  -  Submission of Matters to a Vote of Security Holders

               None

Item 5.  -  Other Information -

               None

Item 6.  -  Exhibits and Reports on Form 8-K

     a.  Exhibits

        99.1  Certification by Chief Executive Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

        99.2  Certification by Chief Financial Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

     b.  No Form 8-K's were filed during the three months
            ended March 31, 2005.

<PAGE>
<PAGE> 14


                            SIGNATURES


PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                                           PYRAMID OIL COMPANY
                                              (registrant)



Dated:  May 13, 2005                         JOHN H. ALEXANDER
                                           ---------------------
                                             John H. Alexander
                                                 President


Dated:  May 13, 2005                        LEE G. CHRISTIANSON
                                           ---------------------
                                            Lee G. Christianson
                                          Chief Financial Officer
<PAGE>
PAGE <15>

           Certification By Principal Executive Officer Pursuant
          to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934,
     As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, John H. Alexander, the President of Pyramid Oil Company (the registrant),
certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Pyramid Oil
Company;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly report
     is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

     a)  all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

PAGE <16>

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


   Dated: May 13, 2005



                                      By:    JOHN H. ALEXANDER
                                          -----------------------
                                             John H. Alexander
                                          Chief Executive Officer
<PAGE>
PAGE <17>

           Certification By Principal Financial Officer Pursuant
          to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934,
     As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lee G. Christianson, the Chief Financial Officer of Pyramid Oil Company
(the registrant), certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Pyramid Oil
Company;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly report
     is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

     a)  all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and


     b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

PAGE <18>

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


  Dated: May 13, 2005



                                      By:   LEE G. CHRISTIANSON
                                          ------------------------
                                            Lee G. Christianson
                                          Chief Financial Officer