<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, 2003

                                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, 2003)

<PAGE>
<PAGE>  2
FINANCIAL STATEMENTS
                         PYRAMID OIL COMPANY
                            BALANCE SHEETS
                              ASSETS
<Table>
<Caption>
                                              March 31,     December 31,
                                                 2003           2002
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  680,478     $  502,839
  Short-term investments                         850,000        850,000
  Trade accounts receivable                      213,685        201,777
  Interest receivable                             56,547         54,689
  Crude oil inventory                             54,987         50,153
  Prepaid expenses                                75,354        103,324
  Deferred income taxes                           18,166         22,911
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  1,949,217      1,785,693
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               10,521,514     10,521,514
  Capitalized asset retirement costs             272,649             --
  Drilling and operating equipment             2,793,674      2,793,674
  Land, buildings and improvements               936,681        936,681
  Automotive, office and other
    property and equipment                       977,657        970,314
                                             ------------   ------------
                                              15,502,175     15,222,183
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,809,257)   (13,570,579)
                                             ------------   ------------
                                               1,692,918      1,651,604
                                             ------------   ------------

                                              $3,642,135     $3,437,297
                                             ============   ============

<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,
                                                 2003           2002
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                           $    40,001    $    44,065
  Accrued professional fees                       13,589         24,633
  Accrued taxes, other than income taxes          21,925         21,925
  Accrued payroll and related costs               36,626         31,060
  Accrued royalties payable                       79,480         76,360
  Accrued insurance                               36,102         46,222
  Interest payable                                 7,387          5,514
  Loan payable to related party                   31,166         36,166
  Current maturities of long-term debt            97,652         97,652
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               363,928        383,597
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         28,747         35,076
                                             ------------   ------------
LIABILITY FOR ASSET RETIREMENT OBLIGATION        887,696             --
                                             ------------   ------------
DEFERRED INCOME AND OTHER TAXES                   18,166         22,911
                                             ------------   ------------
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                            1,271,988      1,924,103
                                             ------------   ------------
                                               2,343,598      2,995,713
                                             ------------   ------------
                                              $3,642,135     $3,437,297
                                             ============   ============

<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,
                                                 ---------------------------
                                                     2003           2002
                                                 ------------   ------------
  <S>                                            <C>            <C>
  REVENUES                                          $538,608       $283,283
                                                 ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                               242,405        228,444
    Exploration costs                                     --          3,099
    General and administrative                        84,548         90,761
    Taxes, other than income
      and payroll taxes                               14,617         14,856
    Provision for depletion,
      depreciation and amortization                   38,799         39,647
    Accretion expense                                  4,811             --
    Other costs and expenses                           1,086          2,065
                                                 ------------   ------------
                                                     386,266        378,872
                                                 ------------   ------------
  OPERATING INCOME (LOSS)                            152,342        (95,589)
                                                 ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                    4,256         11,059
    Loss on disposal of assets                            --        (10,100)
    Other income                                       3,600         21,113
    Interest expense                                 ( 1,873)       (    16)
                                                 ------------   ------------
                                                       5,983         22,056
                                                 ------------   ------------
 INCOME (LOSS) BEFORE INCOME
     TAX PROVISION                                   158,325        (73,533)
   Income tax provision                                  325            325
                                                 ------------   ------------
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT
  OF A CHANGE IN ACCOUNTING PRINCIPLE                158,000        (73,858)
    Cumulative effect on prior years of
      change in method of accounting for
      asset retirement obligation                   (810,115)            --
                                                 ------------   ------------
  NET LOSS                                         $(652,115)      $(73,858)
                                                 ============   ============

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




<PAGE> 5
                           PYRAMID OIL COMPANY
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<Table>
<Caption>
                                                 Three months ended March 31,
                                                 ---------------------------
                                                     2003           2002
                                                 ------------   ------------
<S>                                              <C>            <C>
EARNINGS PER COMMON SHARE

  Basic:
    Income (Loss) Before Cumulative Effect
      of Change in Accounting Principle               $ 0.06         $(0.03)
    Cumulative effect on prior years of change
      in method of accounting for asset
      retirement obligation                            (0.32)            --
                                                 ------------   ------------
    Net Loss                                          $(0.26)        $(0.03)
                                                 ============   ============
  Diluted:
    Income (Loss) Before Cumulative Effect
      of Change in Accounting Principle               $ 0.06         $(0.03)
    Cumulative effect on prior years of change
      in method of accounting for asset
      retirement obligation                            (0.32)            --
                                                 ------------   ------------
    Net Loss                                          $(0.26)        $(0.03)
                                                 ============   ============

  Weighted average number of
    common shares outstanding                      2,494,430      2,494,430
                                                 ============   ===========


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
















<PAGE> 6                  PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<Table>
<Caption>                                         Three months ended March 31,
                                                      2003           2002
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $(652,115)     $ (73,858)
  Adjustments to reconcile net loss
    to cash provided by (used in)
    operating activities:
      Cumulative effect on prior years of
        change in method of accounting for
        asset retirement obligation                   810,115             --
      Provision for depletion,
        depreciation and amortization                  38,799         39,647
      Accretion expense                                 4,811             --
      Exploration cost                                     --          3,099
      Loss on disposal of fixed assets                     --         10,100
  Changes in assets and liabilities:
    Increase in trade accounts
      and interest receivable                         (13,766)       (23,288)
    Decrease in crude oil inventories                 ( 4,834)       (19,141)
    Decrease in prepaid expenses                       27,970         24,658
    Decrease in accounts payable
      and accrued liabilities                         (14,669)       ( 8,327)
                                                     ---------      ---------
   Net cash provided by (used in)
     operating activities                             196,311        (47,110)
                                                     ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                               (  7,343)       (11,800)
                                                     ---------      ---------
   Net cash used in investing activities             (  7,343)       (11,800)
                                                     ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt              ( 11,329)       ( 5,408)
                                                     ---------      ---------
   Net cash used in financing activities             ( 11,329)       ( 5,408)
                                                     ---------      ---------
Net increase (decrease) in cash                       177,639        (64,318)
Cash at beginning of period                           502,839        614,416
                                                     ---------      ---------
Cash at end of period                                $680,478       $550,098
                                                     =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the three months for interest       $   --         $   16
                                                     =========      =========
  Cash paid during the three months for income taxes   $  325         $  325
                                                     =========      =========
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>

<PAGE> 7                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2003
                                  (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, 2002 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, 2002 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, 2003 and the results of its operations and
its cash flows for the three month periods ended March 31, 2003 and 2002.  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, 2003 and
2002.


(3)  COMMITMENTS

During 1998, the Company entered into a joint venture project, with several
other oil and gas companies, to explore for and develop potential natural gas
reserves in the Solano County area of California.  This project is employing
3-D seismic technology and exploratory drilling, in hopes of finding and
developing natural gas reserves on approximately 3,200 acres of leased ground.
The Company's position is that of a non-operator.

Drilling operations on the first well began early in the first quarter of
2000.  This well encountered substantial mechanical problems prior to reaching
its intended depth and was abandoned due to these problems. The Company
participated in the drilling of a second well on this lease in the fourth
quarter of 2000.  This well was abandoned due to insufficient gas reserves.
The Company has not made any decisions about participating in any future
proposed exploration wells on this project.  The Company expended
approximately $18,000 for its share of costs on the first well during 1999,

<PAGE> 8

and expended an additional $15,000 during 2000.  The Company expended
approximately $18,000 for its share of costs on the second well during 2000.
These costs are recorded in Operating Costs on the Statements of Operations.

The Company agreed to participate in the drilling of a third natural gas well
in conjunction with the same operator in a new prospect area located in
Solano County.  This well commenced drilling in the fourth quarter of 2001 and
was abandoned due to inadequate gas reserves.  The Company's share of the
prospect fee and drilling costs for this new well were approximately $36,000
during the fourth quarter of 2001 and $3,100 in the first quarter of 2002.
The costs for the third well are recorded in Costs and Expenses on the
Statements of Operations.  A fourth well has not been proposed by the joint
venture operator.

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 $1,042,000 in costs.


(4) OTHER INCOME

The Company disposed of a well servicing rig in the first Quarter of 2002 with
a net book value of $10,100.  The Company received approximately $16,000 as a
settlement of lease oil antitrust litigation, also in the first quarter of
2002.


(5) 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.


(6) 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.

<PAGE> 9

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 $272,849 increase in the net
capitalized cost of its oil and gas properties.

The effect of these changes for the quarter ending March 31, 2003, 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, 2003     (5,945)             --

     Pro Forma effect on three months
       ended March 31, 2002:

          As reported                              $(73,858)         $(0.03)
          Pro Forma                                 (79,607)          (0.03)
</Table>

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

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, 2003                 $882,885
        Incurred during the period                            --
        Settled during the period                             --
        Accretion expense                                  4,811
        Revisions in estimates                                --
                                                         -------
     Ending Balance, March 31, 2003                     $887,696
                                                         =======
</Table>



<PAGE> 10

                  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 2003 increased
by approximately $13.68 per equivalent barrel when compared with the same
period for 2002.  During the first quarter of 2003 the Company experienced 56
separate price changes compared with 24 price changes during the same period
for 2002.  The Company cannot predict the future course of crude oil prices.


                      LIQUIDITY AND CAPITAL RESOURCES

Cash increased by $177,639 for the three months ended March 31, 2003.  During
the first quarter of 2003, operating activities increased cash by $196,311.
Capital spending of $7,343 and principal payments on long-term debt totaling
$11,329, reduced cash for the first quarter of 2003.  See the Statements of
Cash Flows for additional detailed information.  A $100,000 line of credit,
unused at March 31, 2003, provided additional liquidity during the first
quarter of 2003.

                        FORWARD LOOKING INFORMATION

The Company's average crude oil price has decreased by approximately $2.50 per
barrel since March 31, 2003.

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.

<PAGE> 11

       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2003
  COMPARED TO THE QUARTER ENDED MARCH 31, 2002


REVENUES

Oil and gas revenue increased by 90% for the three months ended March 31, 2003
when compared with the same period for 2002.  Oil and gas revenue increased by
84% due to higher average crude oil prices for the first quarter of 2003.
The average price of the Company's oil and gas for the first quarter of 2003
increased by approximately $13.70 per equivalent barrel when compared to the
same period of 2002.  Revenues also increased by 6% due to higher production
of crude oil. The Company's net revenue share of crude oil production
increased by approximately 1,000 barrels for the first three months of 2003.
The increase in crude oil production is primarily the result of the Company's
acquisition, effective April 1, 2002, of a 36.5% working interest in three oil
and gas properties in the Carneros Creek field (the Company previously owned
63.5% of the working interest).


OPERATING EXPENSES

Operating expenses increased by 6% for the first quarter of 2003.  The cost
to produce an equivalent barrel of crude oil during the first quarter of
2003 remained unchanged at approximately $14.00 per barrel when compared with
the production costs for the first quarter of 2002.  The increase in operating
expenses for the first quarter of 2003 is due primarily to the difference
between the quarterly crude oil inventory adjustments.  During the first
quarter of 2002, the crude oil inventory adjustment reduced operating expenses
by approximately $19,000.  The crude oil inventory adjustment for the first
quarter of 2003 reduced operating expenses by approximately $4,800.


GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased by approximately 7% for the
first three months of 2003 when compared with the same period for 2002.
There were minor reductions in several cost categories that combined to
generate the overall favorable reduction in general and administrative
expenses, no single variance was significant.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by 2%
for the first quarter of 2003, when compared with the same period for 2002.
The decrease is due primarily to the decrease in the depletion rate.  The
depletion rate decreased as a result of an increase in the estimated oil and
gas reserves.

<PAGE> 12

OTHER INCOME

Interest income decreased due primarily to the decline in interest rates.  The
Company disposed of a well servicing rig in the first Quarter of 2002 with
a net book value of $10,100.  The Company received approximately $16,000 as a
settlement of lease oil antitrust litigation, also in the first quarter of
2002.


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, 2003.

<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 14, 2003                          J. BEN HATHAWAY
                                           ---------------------
                                             J. Ben Hathaway
                                                President


Dated:  May 14, 2003                         JOHN H. ALEXANDER
                                           ---------------------
                                            John H. Alexander
                                              Vice President
<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, J. Ben Hathaway, 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 14, 2003



                                      By:     J. BEN HATHAWAY
                                          -----------------------
                                              J. Ben Hathaway
                                          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 14, 2003



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