<PAGE> 1
                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                               FORM  10-Q/A

                              Amendment No. 1

 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 2010

                                     OR

 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                     Commission File Number 001-32989

                             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 period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes [X]   No [ ]

     Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files) Yes [ ] No [ ]

     Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company.

        Large accelerated filer [ ]          Accelerated filer [ ]
        Non-accelerated filer [ ]            Smaller reporting company [X]



<PAGE> 2

   Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

     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.

             (Class)                       (Outstanding at May 14,2010)
    COMMON STOCK WITHOUT PAR VALUE                  4,677,728


                            EXPLANATORY NOTE

     This amendment on Form 10-Q/A (this Amendment) amends our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2010 (the Original Report)
that we filed with the Securities and Exchange Commission (the Commission) on
May 14, 2010.  The sole purpose of this Amendment is (1) to correct our
Commission file number on the cover page of the Original Report and (2) to
correct the Original Report by formatting the four officer certifications that
were filed with the Original Report as separate exhibits rather than as one
combined exhibit.

     No other changes to the Original Report have been made by this Amendment,
and this Amendment does not reflect events that have occurred after May 14,
2010.





























<PAGE> 3
                          PYRAMID OIL COMPANY

                              FORM 10-Q/A
                             March 31, 2010

                           Table of Contents

                                                                  Page
                                                                  ----
                                 PART I

Item 1.  Financial Statements

     Balance Sheets - March 31, 2010
       and December 31, 2009                                        4

     Condensed Statements of Operations -
       Three months ended March 31, 2010 and 2009                   6

     Condensed - Statements of Cash Flows -
       Three months ended March 31, 2010 and 2009                   8

     Notes to Financial Statements                                 10


Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations           17

Item 3.  Quantitative and Qualitative Disclosures
           About Market Risk                                       20

Item 4.  Controls and Procedures                                   21


                                 PART II

Item 1.  Legal Proceedings                                         22

Item 1A. Risk Factors                                              22

Item 2.  Unregistered Sales of Equity Securities
           and Use of Proceeds                                     22

Item 3.  Defaults Upon Senior Securities                           22

Item 4.  Removed and Reserved                                      22

Item 5.  Other Information                                         22

Item 6.  Exhibits                                                  22



<PAGE> 4
                           PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              PYRAMID OIL COMPANY
                                BALANCE SHEETS
                                    ASSETS
<Table>
<Caption>                                     March 31,     December 31,
                                                2010            2009
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                  $ 1,083,551    $ 1,438,825
  Short-term investments                       3,348,487      3,344,061
  Trade accounts receivable                      585,980        375,954
  Income taxes receivable                        104,281        124,281
  Crude oil inventory                             89,177         62,760
  Deferred income taxes                          196,200        196,200
  Prepaid expenses and other assets              141,837        169,595
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  5,549,513      5,711,676
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               16,596,418     16,085,228
  Capitalized asset retirement costs             389,463        382,550
  Drilling and operating equipment             2,109,993      2,109,993
  Land, buildings and improvements             1,066,571      1,065,371
  Automotive, office and other
    property and equipment                     1,164,035      1,160,617
                                             ------------   ------------
                                              21,326,480     20,803,759
  Less: accumulated depletion,
    depreciation, amortization
    and valuation allowance                  (17,296,047)   (17,125,834)
                                             ------------   ------------
         TOTAL PROPERTY AND EQUIPMENT          4,030,433      3,677,925
                                             ------------   ------------
OTHER ASSETS
  Deposits                                       250,000        250,000
  Deferred income taxes                          446,850        485,400
  Other assets                                    17,013         17,013
                                             ------------   ------------
         TOTAL ASSETS                        $10,293,809    $10,142,014
                                             ============   ============
<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>



<PAGE> 5
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
                                               March 31     December 31,
                                                 2010           2009
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                           $    49,029    $    88,170
  Accrued professional fees                      108,739        138,381
  Accrued taxes, other than income taxes          62,310         62,310
  Accrued payroll and related costs               65,108         51,606
  Accrued royalties payable                      197,955        159,933
  Accrued insurance                               36,326         54,947
  Current maturities of long-term debt            14,518         20,640
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               533,985        575,987
                                             ------------   ------------

LIABILITY FOR ASSET RETIREMENT OBLIGATION      1,206,451      1,193,324
                                             ------------   ------------
         TOTAL LIABILITIES                     1,740,436      1,769,311
                                             ------------   ------------
COMMITMENTS (note 5)

STOCKHOLDERS' EQUITY:
  Preferred stock - no par value;
    10,000,000 authorized shares;
    no shares issued or outstanding                   --             --
  Common stock - no par value;
    50,000,000 authorized shares;
    4,677,728 shares issued and
    outstanding                                1,515,945      1,515,945
  Retained earnings                            7,037,428      6,856,758
                                             ------------   ------------
         TOTAL STOCKHOLDERS' EQUITY            8,553,373      8,372,703
                                             ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $10,293,809    $10,142,014
                                             ============   ============

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







<PAGE> 6
                           PYRAMID OIL COMPANY
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)


<Table>                                          Three months ended March 31,
<Caption>                                        ---------------------------
                                                     2010           2009
                                                 ------------   ------------
  <S>                                            <C>            <C>
  REVENUES                                        $1,001,739      $ 594,045
                                                 ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                               339,920        351,350
    General and administrative                       207,367        225,304
    Taxes, other than income
      and payroll taxes                               27,820         48,298
    Provision for depletion,
      depreciation and amortization                  149,387        158,314
    Valuation allowances                              25,141             --
    Accretion expense                                  6,213          5,866
    Other costs and expenses                          17,240         24,171
                                                 ------------   ------------
                                                     773,088        813,303
                                                 ------------   ------------
  OPERATING INCOME (LOSS)                            228,651       (219,258)
                                                 ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                    7,953         26,475
    Other income                                       2,797          3,600
    Interest expense                                    (181)          (415)
                                                 ------------   ------------
                                                      10,569         29,660
                                                 ------------   ------------

INCOME (LOSS) BEFORE INCOME
 TAX PROVISION (BENEFIT)                             239,220       (189,598)
    Income tax provision (benefit)
      Current                                         20,000       (103,383)
      Deferred                                        38,550        103,000
                                                 -----------    ------------
                                                      58,550       (    383)
                                                 ------------   ------------
 NET INCOME (LOSS)                                 $ 180,670      $(189,215)
                                                 ============   ============

<FN>

The Accompanying Notes are an Integral Part of These Financial Statements.

</Table>



<PAGE> 7

                           PYRAMID OIL COMPANY
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)


<Table>                                          Three months ended March 31,
<Caption>                                        ---------------------------
                                                     2010           2009
                                                 ------------   ------------
<S>                                              <C>            <C>
 EARNINGS PER COMMON SHARE
   Basic Income (Loss) Per Common Share               $ 0.04         $(0.04)
                                                 ============   ============
   Diluted Income (Loss) Per Common Share             $ 0.04         $(0.04)
                                                 ============   ============
Weighted average number of
    common shares outstanding                      4,677,728      4,677,728
                                                 ============   ============
Diluted average number of
    common shares outstanding                      4,686,018      4,677,728
                                                 ============   ============
<FN>

The Accompanying Notes are an Integral Part of These Financial Statements.

</Table>



























<PAGE> 8

                           PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


<Table>
<Caption>                                         Three months ended March 31,
                                                      2010           2009
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                 $ 180,670      $(189,215)

  Adjustments to reconcile net income (loss)
    to cash provided by (used in)
    operating activities:
      Provision for depletion,
        depreciation and amortization                 149,387        158,314
      Valuation allowances                             25,141             --
      Accretion expense                                 6,213          5,866
      Loss on retirement of fixed assets                  803             --
      Deferred taxes                                   38,550        103,000

  Changes in assets and liabilities:
    Increase in trade accounts, interest
      and income taxes receivable                    (190,426)      (111,384)
    (Increase) decrease in
      crude oil inventories                           (26,417)        12,194
    Decrease in prepaid expenses                       27,658         28,489
    (Decrease) in accounts payable
      and accrued liabilities                         (35,880)      (225,516)
                                                     ---------      ---------
    Net cash provided by (used in)
      operating activities                            175,699       (218,252)
                                                     ---------      ---------

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














<PAGE> 9

                           PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


<Table>
<Caption>                                         Three months ended March 31,
                                                      2010           2009
                                                  ------------   ------------
<S>                                               <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                              $(520,925)    $  (89,584)
  Purchase of short-term investments                       --       (500,000)
  Increase in short-term investments                  ( 4,426)       (20,170)
                                                    ----------     ----------
  Net cash used in investing activities              (525,351)      (609,754)
                                                    ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Principal payments on long-term debt               ( 6,122)       ( 5,888)
   Loans to employees                                 (   600)       (   500)
   Principal payments from loans to employees           1,100            200
                                                    ----------      ---------
  Net cash used in financing activities                (5,622)       ( 6,188)
                                                    ----------      ---------
Net decrease in cash                                 (355,274)      (834,194)

Cash at beginning of period                         1,438,825      1,793,563
                                                    ----------     ----------
Cash at end of period                              $1,083,551     $  959,369
                                                    ==========     ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid during the three months for interest    $     181     $      415
                                                     =========     ==========

  Cash paid during the three months
    for income taxes                                $      --      $ 161,987
                                                     =========     ==========

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








<PAGE> 10                      PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2010
                                  (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, 2009 Form 10-K which is incorporated herein by reference.  The
financial data presented herein should be read in conjunction with the
Company's December 31, 2009 financial statements and notes thereto, contained
in the Company's Form 10-K.

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, 2010 and the results of its operations and
its cash flows for the three month periods ended March 31, 2010 and 2009.  The
results of operations for any interim period are not necessarily indicative of
the results to be expected for a full year.

     Income taxes:  When tax returns are filed, it is highly certain that some
positions taken would be sustained upon examination by the taxing authorities,
while others are subject to uncertainty about the merits of the position taken
or the amount of the position that would be ultimately sustained.  The benefit
of a tax position is recognized in the financial statements in the period
during which, based on all available evidence, management believes it is more
likely than not that the position will be sustained upon examination,
including the resolution of appeals or litigation processes, if any.  Tax
positions taken are not offset or aggregated with other positions.  Tax
positions that meet the more-likely-than-not recognition threshold are
measured as the largest amount of tax benefit that is more than 50 percent
likely of being realized upon settlement with the applicable taxing authority.
The portion of the benefits associated with tax positions taken that exceeds
the amount measured as described above is reflected as a liability for
unrecognized tax benefits in the accompanying balance sheets along with any
associated interest and penalties that would be payable to the taxing
authorities upon examination.

Interest associated with unrecognized tax benefits are classified as interest
expense and penalties are classified in selling, general and administrative
expenses in the statements of income.





<PAGE> 11

Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing the net income
(loss) applicable to common stock by the weighted average number of shares of
common stock outstanding during the period.  Diluted earnings (loss) per
common share is calculated in the same manner, but also considers the impact
to net income (loss) and common shares for the potential dilution from our
25,000 outstanding stock warrants.


2.  Impact of Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-06, Fair
Value Measurements and Disclosures (Topic 820): Improving Disclosures about
Fair Value Measurements.  This guidance amends the disclosure requirements
related to recurring and nonrecurring fair value measurements and requires new
disclosures on the transfers of assets and liabilities between Level 1 (quoted
prices in active market for identical assets or liabilities) and Level 2
(significant other observable inputs) of the fair value measurement hierarchy,
including the reasons and the timing of the transfers.  Additionally, the
guidance requires a roll forward of activities on purchases, sales, issuance
and settlements of the assets and liabilities measured using significant
unobservable inputs (Level 3 fair value measurements).  The guidance became
effective for the reporting period beginning January 1, 2010, except for the
disclosure on the roll forward activities for Level 3 fair value measurements,
which will become effective for the reporting period beginning January 1,
2011.  Other than requiring additional disclosures, adoption of this new
guidance has not and is not expected to have a significant impact on our
consolidated financial statements.  The Company's adoption of this updated
guidance was not significant to our consolidated financial statements.

In February 2010, the FASB issued updated guidance related to subsequent
events. As a result of this updated guidance, public filers must still
evaluate subsequent events through the issuance date of their financial
statements, however, they are not required to disclose the date in which
subsequent events were evaluated in their financial statements disclosures.
This amended guidance became effective upon its issuance on February 24, 2010
at which time the Company adopted this updated guidance.


3.  Dividends

No cash dividends were paid during the three months ended March 31, 2010 and
2009.









<PAGE> 12

4.  Income Taxes

The Company adopted FASB ASC 740, Income Taxes (formerly FASB Interpretation
48, Accounting for Uncertainty in Income Taxes - An Interpretation of FASB
Statement No. 109) (Topic 740) on January 1, 2007.  As a result of the
implementation of FASB ASC 740, the company made a comprehensive review of its
portfolio of tax positions in accordance with recognition standards
established by FASB ASC 740.  As a result of the implementation of FASB ASC
740, the Company recognized no material adjustments to liabilities or
stockholders equity.

The Company files income tax returns in the U.S. federal jurisdiction,
California and New York states.  With few exceptions, the Company is no longer
subject to U.S. federal tax examination for the years before 2006.  State
jurisdictions that remain subject to examination range from 2005 to 2009.  The
Company does not believe there will be any material changes in its
unrecognized tax positions over the next 12 months.

The Company policy is to recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense.  As of the
date of adoption of FASB ASC 740, the Company did not have any accrued
interest or penalties associated with any unrecognized tax benefits, nor was
any interest expense recognized during the quarter.


5.  Commitments

In February 2002, the Company entered into an employment agreement with
John H. Alexander pursuant to which Mr. Alexander agreed to serve as the
Company's Vice President. On June 3, 2004, Mr. Alexander was appointed as the
Company's President and Chief Executive Officer.  The employment agreement is
for an initial term of six years, which term automatically renews annually if
written notice is not tendered.

Pursuant to the employment agreement, the Company may terminate Mr.
Alexander's employment with or without cause at any time before its term
expires upon providing written notice.  In the event the Company terminates
Mr. Alexander's employment without cause, Mr. Alexander would be entitled to
receive a severance amount equal to his annual base salary and benefits for
the balance of the term of his employment agreement.  In the event of
termination by reason of Mr. Alexander's death or permanent disability, his
legal representative will be entitled to receive his annual salary and
benefits for the remaining term of his employment agreement.  In the event of,
or termination following, a change in control of the Company, as defined in
the agreement, Mr. Alexander would be entitled to receive his annual salary
and benefits for the remainder of the term of his agreement.  In the event
that Mr. Alexander is terminated the Company would incur approximately
$600,000 in costs.





<PAGE> 13

The Company has been notified by the United States Environmental Protection
Agency (EPA) of a final settlement offer to settle its potential liability as
a generator of waste containing hazardous substances that was disposed of at a
waste disposal site in Santa Barbara County.  The Company has responded to the
EPA by indicating that the waste contained petroleum products that fall within
the exception to the definition of hazardous substances for petroleum-related
substances of the pertinent EPA regulations.  Management has concluded
that under both Federal and State regulations no reasonable basis exists for
any valid claim against the Company.  As such, the likelihood of any adverse
settlement is deemed remote.


6.  Income Tax Provision

The Company recognized an income tax provision of $58,550 for the first
quarter of 2010 compared to an income tax benefit of $383 for the same period
in 2009.  Income tax benefits were realized by the Company in the first
quarter of 2009, due primarily to net operating loss carrybacks.

Income tax provision for the first quarter of 2010 was calculated as
follows:

                                    Federal       State      Total
                                    --------    ---------  --------
         Current tax provision     $  17,000    $   3,000  $  20,000
         Deferred tax provision       29,950        8,600     38,550
                                     -------      -------    -------
                                   $  46,950    $  11,600  $  58,550
                                     =======       ======    =======

Deferred income taxes are recognized using the asset and liability method by
applying income tax rates to cumulative temporary differences based on when
and how they are expected to affect the tax returns.  Deferred tax assets and
liabilities are adjusted for income tax rate changes.  Deferred income tax
assets have been offset by a valuation allowance of $1,766,000 as of March 31,
2010.  Management reviews deferred income taxes regularly throughout the year,
and accordingly makes any necessary adjustments to properly reflect the
valuation allowance based upon current financial trends and projected results.


7.  Severance Award Agreements

On June 4, 2009, the Company and John Alexander entered into a Severance
Award Agreement pursuant to which the Company awarded Mr. Alexander a
supplemental payment in connection with his future severance of employment
with the Company and recorded an increase to stockholders' equity of $209,935.
Pursuant to the Severance Award Agreement and following the termination of Mr.





<PAGE> 14

Alexander's employment, he will be entitled to receive (at the Company's
option) 25,000 shares of the Company's common stock or the then-fair market
value of the shares.  As of June 30, 2009, the Company intends to deliver
the Company's common shares for the Severance Award; therefore, in accordance
with FASB ASC Topic 718, Compensation-Stock Compensation, management has
classified the share-based compensation as stockholders' equity at June 30,
2009.

On December 30, 2008, the Company and John Alexander entered into a Severance
Award Agreement pursuant to which the Company awarded Mr. Alexander a
supplemental payment in connection with his future severance of employment
with the Company and recorded an increase to stockholders' equity of $100,000.
Pursuant to the Severance Award Agreement and following the termination of Mr.
Alexander's employment, he will be entitled to receive (at the Company's
option) 25,000 shares of the Company's common stock or the then-fair market
value of the shares.  As of December 31, 2008, the Company intends to deliver
the Company's common shares for the Severance Award; therefore, in accordance
with FASB ASC Topic 718, Compensation-Stock Compensation, management has
classified the share-based compensation as stockholders' equity at December
31, 2008.


8.  Incentive and Retention Plan

On January 9, 2007, the Company's Board of Directors adopted an Incentive and
Retention Plan pursuant to which the Company's officers and other employees
selected by the Company's Compensation Committee are entitled to receive
payments if they are employed by the Company as of the date of a 'Corporate
Transaction,' as defined in the Incentive and Retention Plan.  A 'Corporate
Transaction' includes certain mergers involving the Company, sales of Company
assets, and other changes in the control of the Company, as specified in the
Incentive and Retention Plan.  In general, the amount that is payable to each
plan participant will equal the number of plan units that have been granted to
him or her, multiplied by the increase in the value of the Company between
January 9, 2007 and the date of a Corporate Transaction.  There has been no
Corporate Transaction since the adoption of the Incentive and Retention Plan.


9.  Related-party Transaction

Effective January 1, 1990, John H. Alexander, an officer and director of the
Company participated with a group of investors that acquired the mineral and
fee interest on one of the Company's oil and gas leases (Santa Fe Energy
lease) in the Carneros Creek field after the Company declined to participate.
The thirty-three percent interest owned by Mr. Alexander represents a minority
interest in the investor group.  Royalties on oil and gas production from this
property paid to the investor group approximated $52,000 during the first
quarter of 2010 and $36,000 during the first quarter of 2009.





<PAGE> 15

10.  Warrants Issued

The Company issued warrants to purchase common shares of the Company as
compensation for consulting services.  The value of warrants issued for
compensation is accounted for as a non-cash expense to the Company at the fair
value of the warrants issued.  The Company values the warrants at fair value
as calculated by using the Black-Scholes option-pricing model.

The following table summarizes the warrant activity for the nine months ended
March 31, 2010:

                                           Number         Weighted-Average
(Unaudited)                              of Warrants        Exercise Price
                                         -----------       ----------------

Outstanding, December 31, 2009               25,000               $3.20

  Granted                                        --                 --
  Exercised                                      --                 --
  Cancelled                                      --                 --
                                             ------                ----
Outstanding, March 31, 2010                  25,000               $3.20
                                             ======                ====

The following summarizes the warrants issued, outstanding and exercisable as
of March 31, 2010:

                      Grant Date                November, 2008
                      Strike Price                   $3.20
                      Expiration Date           November, 2010
                      Warrants Remaining            25,000
                      Proceeds if Exercised        $80,000
                      Call Feature                   None

11.  Fair Value

Effective January 1, 2009, we adopted FASB ASC 820 (formerly SFAS No. 157) for
our nonfinancial assets and nonfinancial liabilities measured on a
non-recurring basis.  We adopted the provisions of FASB ASC 820 for measuring
the fair value of our financial assets and liabilities during 2008.  As
defined in FASB ASC 820, fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.  We utilize market data
or assumptions that we believe market participants would use in pricing the
asset or liability, including assumptions about risk and the risks inherent in
the inputs to the valuation technique.  FASB ASC 820 establishes a
three-tiered fair value hierarchy which prioritizes the inputs used in
measuring fair value as follows:

     Level 1 - Observable inputs such as quoted prices in active markets; this
included the Company's short-term investments.


<PAGE> 16

     Level 2 - Inputs, other than quoted prices, that are observable for the
asset or liability, either directly or indirectly. These include quoted prices
for similar assets or liabilities in active markets and quoted prices for
identical or similar assets or liabilities in markets that are not active; and

     Level 3 - Unobservable inputs in which there is little or no market data,
which require the reporting entity to develop its own assumptions.  Included
in this category is the Company's determination of the value of its asset
retirement obligation liability.  The obligation has increased $13,127 during
the three months ended March 31, 2010 as a result of normal accretion
expense and the drilling of a new well in the first quarter of 2010.

The carrying amount of our cash and equivalents, accounts receivable, accrued
current liabilities, accounts payable and long term debt reported in the
condensed consolidated balance sheets approximates fair value because of the
short maturity of those instruments.


Note 12.  Registration Statement on Form S-3

The Company filed a shelf registration statement on Form S-3 with the
Securities and Exchange Commission (SEC) on December 22,2009, that became
effective on January 14, 2010.  The registration statement is designed to
provide the Company the flexibility to offer and sell from time to time up to
$20 million of the Company's common stock.  The Company may offer and sell
such securities through one or more methods of distribution, subject to market
conditions and the Company's capital needs.  The terms of any offering under
the shelf registration statement will be established at the time of such
offering and will be described in a prospectus supplement filed with the SEC
prior to the completion of the offering.  The Company has not filed any
supplemental prospectus with the SEC or sold any common stock under this
registration statement.


Note 13.  Subsequent Events

During the second quarter of 2010, the Company commenced drilling of a
horizontal well on one of its Mountain View properties in Kern County,
California.  The well was drilled to its objective but did not encounter
adequate hydrocarbons to warrant completion of the well.  At March 31, 2010,
the Company recorded a valuation allowance of $25,141 for certain costs that
had been incurred prior to the drilling of this well.  The Company is
projecting that an additional valuation allowance of approximately $830,000
will be required in the second quarter of 2010 to reflect the costs incurred
for the drilling of this well.








PAGE <17>

Note 14.  Assets Retirement Obligations

The Company recognizes a liability at discounted fair value for the future
retirement of tangible long-lived assets and associated assets retirement cost
associated with the petroleum and natural gas properties. The fair value of
the liability is capitalized as part of the cost of the related asset and
amortized to expense over its useful life. The liability accretes until the
date of expected settlement of the retirement obligations. The related
accretion expense is recognized in the statement of operations. The provision
will be revised for the effect of any changes to timing related to cash flow
or undiscounted abandonment costs. Actual expenditures incurred for the
purpose of site reclamation are charged to the asset retirement obligations to
the extent that the liability exists on the balance sheet. Differences between
the actual costs incurred and the fair value of the liability recorded are
recognized in income in the period the actual costs are incurred.

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>
              <S>                               <C>
              Balance at December 31, 2009      $1,193,324
                Incurred during the period              --
                Additions for new wells              6,942
                Accretion expense                    6,185
                                                 ---------
              Balance at March 31, 2010         $1,206,451
                                                 =========
</Table>


Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations


                        FORWARD LOOKING INFORMATION

Looking forward into the balance of fiscal 2010, crude oil prices have
decreased by $8.15 per barrel.

During the first quarter, the Company commenced a program of increased
drilling activity on its Kern County, California leases.  The first well in
the program was successfully drilled in January on the Company's Anderson
property in the Carneros Creek field.  This well was drilled to approximately
3,300 feet, logged and completed, and is now producing at a rate of
approximately 25 barrels per day.  A second prospect, a horizontal well
drilled during April in the Company's Mountain View field, did not encounter
hydrocarbons at levels sufficient to justify completion.  The well did,
however, provide new geologic information about the Mountain View field, where
the Company currently operates approximately 30 wells.  During the third

PAGE <18>

fiscal quarter the Company intends to commence drilling an additional Kern
County prospect, which will either be a new well or a re-drilling of an
existing well.

During the first quarter, the original well in the Company's Texas natural gas
joint venture was horizontally re-drilled into the Eagle Ford formation with a
4,500-foot lateral leg.  The well was stimulated with a multi-stage hydraulic
frac, and testing showed oil production in the range of 100-barrels per day.
In late April, drilling operations were begun on a second Eagle Ford formation
horizontal well on the joint venture's farmout property.  Results from this
well will be provided after completion and testing.

Management continues to seek and evaluate opportunities within the energy
sector to enhance the value of the Company.  Pyramid's growth during the
balance of 2010 will be highly dependant on the level 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 exploration 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 2010 by drilling new wells and routine
maintenance of its existing wells.

The Company may be subject to future costs necessary for compliance with the
new implementation of air and water environmental quality requirements of the
various state and federal governmental agencies.  The requirements and costs
are unknown at this time, but management believes that costs could be
significant in some cases.  As the scope of the requirements become more
clearly defined, management may be better equipped to determine the true costs
to the Company.

The Company continues to absorb the costs for various state and local fees and
permits under new environmental programs, the sum of which were not material
during 2009 and the first quarter of 2010.  The Company retains outside
consultants to assist the Company in maintaining compliance with these
regulations.  The Company is actively pursuing an ongoing policy of upgrading
and restoring older properties to comply with current and proposed
environmental regulations.  The costs of upgrading and restoring older
properties to comply with environmental regulations have not been determined.
Management believes that these costs will not have a material adverse effect
upon its financial position or results of operations.



<PAGE> 19

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

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.


       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2010
  COMPARED TO THE QUARTER ENDED MARCH 31, 2009

REVENUES

The increase in revenues of $407,694 is due primarily to higher average prices
for the first quarter of 2010.  Oil and gas revenues increased by 69% for the
three months ended March 31, 2010 when compared with the same period for 2009.
Oil and gas revenues increased by 82% due to higher average crude oil prices
for the first quarter of 2010.  The average price of the Company's oil and gas
for the first quarter of 2010 increased by approximately $36.73 per equivalent
barrel when compared to the same period of 2009.  Revenues decreased by
approximately 13% due to lower crude oil production/sales.  The Company's net
revenue share of crude oil production decreased by approximately 2,000 barrels
for the first three months of 2010.  The decrease in crude oil production is
primarily the result of the decline in production on the Company's Anderson
lease.


OPERATING EXPENSES

Operating expenses decreased by $11,430 for the first quarter of 2010.
Operating expenses decreased by 3% for the first quarter of 2010.  The cost
to produce an equivalent barrel of crude oil during the first quarter of
2010 was approximately $25.64 per barrel, an increase of approximately $2.68
per barrel when compared with production costs for the first quarter of 2009.
The decrease in lease operating expenses is caused by many factors.  These
include lower costs for labor, contract operations and inventory change.  This
was offset by higher costs for waste water disposal, parts and supplies,
production equipment repair and maintenance, equipment fuel and equipment
rental costs.

<PAGE> 20

Labor costs decreased by approximately $21,000 due to the capitalization of
labor associated with the drilling of the Anderson No. 10 well in the first
quarter of 2010.  Contract operations decreased by approximately $9,500 due to
lower activity for the Texas gas prospect.  Inventory change decreased by
approximately $39,000 as compared with the same period of 2009.  Inventory
values were higher at March 31, 2010 as compared with the same period in 2009.
Waste water disposal increased by approximately $17,500 due to higher costs at
the Company's Delaney Tunnell lease.  Parts and supplies increased by
approximately $16,500 due to an increase in maintenance activities.
Production equipment repair and maintenance increased by approximately $11,500
due to an increase in maintenance activities.  Equipment fuel increased by
approximately $5,000 due to higher overall maintenance activities and higher
prices for gasoline and diesel during the first quarter of 2010. Equipment
rental costs increase by approximately $5,000 due primarily to maintenance
activities on the Company's Mullaney lease.


GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased by $17,937.  Accounting services
decreased by approximately $30,000.  This was offset by an increase in
salaries of approximately $6,500.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by
$8,927 for the first quarter of 2010, when compared with the same period for
2009.  The decrease is due primarily to a decrease in depletion of the
Companies oil and gas properties.  The decrease in depletion is due primarily
to a decrease in crude oil production for the first quarter of 2010.


VALUATION ALLOWANCES

The valuation allowance of $25,141 at March 31, 2010, reflects the write-down
of certain costs related to a horizontal well that was drilled in the second
quarter of 2010 that did not encounter adequate hydrocarbons to warrant
completion of the well.  See Note 13 for additional information.



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

          Not Applicable








<PAGE> 21

Item 4.  Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have concluded, based
on their evaluation as of the end of the period covered by this report, that
our disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) and 15d-15(e)) are effective to ensure that
information required to be disclosed in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.

There was no change in our internal control over financial reporting that
occurred during the quarter ended March 31, 2010 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
<PAGE>
<PAGE> 22
                          PART II - OTHER INFORMATION


Item 1.  -  Legal Proceedings

               None

Item 1A. -  Risk Factors

     See the risk factors that are included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2009.

Item 2.  - Unregistered Sales of Equity Securities and Use of Proceeds

               None

Item 3.  -  Defaults Upon Senior Securities

               None

Item 4.  -  Removed and Reserved


Item 5.  -  Other Information

               None

Item 6.  -  Exhibits

     a.  Exhibits

        31.1  Certification of the Registrant's Principal Executive Officer
              under Exchange Act Rules 13a-14(a) and 15-d-14(a), as adopted
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

        31.2  Certification of the Registrant's Principal Financial Officer
              under Exchange Act Rules 13a-14(a) and 15-d-14(a), as adopted
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

        32.1  Certification of the Registrant's Principal Executive Officer
              under 18 U.S.C. Section 1350, as adopted pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

        32.2  Certification of the Registrant's Principal Financial Officer
              under 18 U.S.C. Section 1350, as adopted pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002. 
<PAGE>
<PAGE> 23


                            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: September 10, 2010                    JOHN H. ALEXANDER
                                           ---------------------
                                             John H. Alexander
                                                 President


Dated: September 10, 2010                   LEE G. CHRISTIANSON
                                           ---------------------
                                            Lee G. Christianson
                                          Chief Financial Officer