<PAGE> 1

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                    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, 2001

                                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, 2001)
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<PAGE>  2
FINANCIAL STATEMENTS
                         PYRAMID OIL COMPANY
                            BALANCE SHEETS
                              ASSETS
<TABLE>
<CAPTION>
                                              March 31,     December 31,
                                                 2001           2000
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  124,156     $  151,727
  Short-term investments                       1,200,000        700,000
  Trade accounts receivable                      223,597        212,714
  Crude oil inventory                             54,880         56,156
  Prepaid expenses                                60,947         84,230
  Deferred income taxes                           16,810         22,012
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  1,680,390      1,226,839
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               10,280,680     10,343,773
  Drilling and operating equipment             3,095,336      3,118,778
  Land, buildings and improvements               921,767        921,767
  Automotive, office and other
    property and equipment                     1,046,054      1,067,625
                                             ------------   ------------
                                              15,343,837     15,451,943
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,788,823)   (13,846,912)
                                             ------------   ------------
                                               1,555,014      1,605,031
                                             ------------   ------------

                                              $3,235,404     $2,831,870
                                             ============   ============

<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,
                                                 2001           2000
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                               $59,295        $66,362
  Accrued professional fees                       12,333         18,750
  Accrued taxes, other than income taxes          22,645         22,645
  Accrued payroll and related costs               44,584         36,040
  Accrued royalties payable                       76,923         82,621
  Accrued insurance                               18,590         29,864
  Current maturities of long-term debt            27,500         27,500
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               261,870        283,782
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         13,346         29,080
                                             ------------   ------------
DEFERRED INCOME AND OTHER TAXES                   16,810         22,012
                                             ------------   ------------
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                            1,871,768      1,425,386
                                             ------------   ------------
                                               2,943,378      2,496,996
                                             ------------   ------------
                                              $3,235,404     $2,831,870
                                             ============   ============

<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,
                                             ---------------------------
                                                 2001           2000
                                             ------------   ------------
  <S>                                        <C>            <C>
  REVENUES                                      $446,678       $455,058
                                             ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                           274,734        222,999
    General and administrative                    93,586        106,678
    Taxes, other than income
      and payroll taxes                           12,127         11,283
    Provision for depletion,
      depreciation and amortization               47,855         53,459
    Other costs and expenses                         580            874
                                             ------------   ------------
                                                 428,882        395,293
                                             ------------   ------------
  OPERATING INCOME                                17,796         59,765
                                             ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                9,673          3,322
    Gain on settlement                           395,708             --
    Gain on sale of assets                        18,138         15,750
    Other income                                   6,524          7,500
    Interest expense                              (1,232)        (1,309)
                                             ------------   ------------
                                                 428,811         25,263
                                             ------------   ------------
 INCOME BEFORE INCOME
     TAX PROVISION                               446,607         85,028
   Income tax provision                              225            225
                                             ------------   ------------
  NET INCOME                                    $446,382       $ 84,803
                                             ============   ============

  BASIC INCOME PER COMMON SHARE                    $0.18          $0.03
                                             ============   ============

  DILUTED INCOME PER COMMON SHARE                  $0.18          $0.03
                                             ============   ============
  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,
                                                  ---------------------------
                                                      2001           2000
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                         $446,382       $ 84,803
  Adjustments to reconcile net income
    to cash provided by (used in)
    operating activities:
      Provision for depletion,
        depreciation and amortization                  47,855         53,459
      Gain on sales of fixed assets                   (18,138)       (15,750)
  Changes in assets and liabilities:
    Increase in trade accounts receivable             (10,883)       (34,275)
    Decrease in crude oil inventories                   1,276             --
    Decrease in prepaid expenses                       23,283         14,221
    Increase (decrease) in accounts
      payable and accrued liabilities                 (21,912)        24,786
                                                     ---------      ---------
   Net cash provided by operating activities          467,863        127,244
                                                     ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                     --        (57,939)
  Proceeds from sales of fixed assets                  20,300         15,750
  Net change in short-term investments               (500,000)            --
                                                     ---------      ---------
   Net cash used in investing activities             (479,700)       (42,189)
                                                     ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt               (15,734)        (8,666)
   Proceeds from issuance of long-term debt                --         40,000
                                                     ---------      ---------
   Net cash (used in) provided by
     financing activities                             (15,734)        31,334
                                                     ---------      ---------
Net (decrease) increase in cash                       (27,571)       116,389

Cash at beginning of period                           151,727        309,775
                                                     ---------      ---------
Cash at end of period                                $124,156       $426,164
                                                     =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the three months for interest       $1,232         $1,309
                                                     =========      =========
  Cash paid during the three months for income taxes   $  225         $  225
                                                     =========      =========
<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</TABLE>

<PAGE> 6                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                  (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, 2000 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, 2000 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, 2001 and the results of its operations and
its cash flows for the three month periods ended March 31, 2001 and 2000.  The
results of operations for an 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, 2001 and
2000.


(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> 7

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.

Late in the fourth quarter of 1998, the Company was notified by the United
States Environmental Protection Agency (EPA) that the Company was identified
as a "de minimis" contributor to the Casmalia Disposal Site in Santa Barbara
County, California. The EPA claimed that all parties who contributed to the
disposal site were potentially liable for a share of the cleanup costs.

After extensive examination of the EPA's documentation, upon which the EPA
based their claims, the Company determined that all of the materials sent to
the Casmalia disposal site, by the Company, between 1980 and 1983 were found
to be non-hazardous materials, specifically exempt under Federal and State
statutes, specifically CERCLA, Section 101(14), 42 U.S.C. Sec 9601(14).  EPA
manifests identified over 97% of the materials sent by the Company to this
site as being produced waste oilfield water. The remaining 3% was composed of
water, crude oil and sand, from down-hole workover operations.

In December 1999, the Company formally responded to the EPA, by denying all of
the allegations and providing factual evidence in support of the Company's
position.  Currently, the EPA's position is that it does not consider parties
that only sent petroleum wastes to the site liable.  Therefore, management
does not believe that the Company is, or will be, liable for any cleanup
costs associated with the EPA's remediation of the Casmalia Disposal Site.

In April 2000, the Company was contacted by a law firm representing the
"Casmalia Steering Committee" requesting that the Company enter into a tolling
agreement to extend the statute of limitations associated with the Casmalia
Disposal Site. (The Steering Committee is a group of 54 public and private
entities, who compose the largest waste contributors to the Casmalia site and
under a 1997 Consent Decree with the United States, is committed to pay for
and/or preform certain cleanup activities at the Casmalia site.) The Steering
Committee proposed an 18-month extension of the statute of limitations that
were due to expire on June 27, 2000, in order to provide the Steering
Committee with additional time in which to sue the Company for alleged cleanup
contributions. Since the Company throughly investigated its position
concerning the issue of liability associated with the cleanup costs at the
Casmalia Disposal Site before replying to the EPA, (as discussed above) the
Company declined to enter into the Steering Committee's proposed tolling
agreement.

In July, the Company informally became aware that the Steering Committee filed
a Federal lawsuit on June 26, 2000, against approximately 450 parties involved
in the Casmalia site, including the Company. This suit is seeking
contributions for response costs and damages incurred and to be incurred at
the Casmalia Disposal Site.  Through its legal counsel, the Company has
contacted the Steering Committee and has requested production of any factual
proof, supporting the claims and allegations made in the Steering Committee's
legal action.  Subsequent to these events, the Company was dismissed from this
lawsuit by the Steering Committee.


<PAGE> 8

(4) OTHER INCOME

In 1996, the Company filed a lawsuit in Kern County Superior Court,  against
Mr. Russell R. Simonson, alleging a breach of a contractual agreement. The
lawsuit went to trial in 1997 and the trial court ruled that the Defendant
twice breached terms of an agreement, and the court awarded the Company
damages, interest and attorney's fees. The Defendant appealed the trial
court's decision and the matter was reviewed by the California Appeals Court.
In November 2000, the Appeals Court again ruled in favor of the Company,
upholding the original award of damages, interest and attorney's fees.  On
March 5, 2001, the Company recorded a gain and received payment from the
Defendant in the amount of $395,708, concluding this matter.

The Company sold various equipment and it's interest in a non-producing oil
and gas lease.  These assets had little or no net book value.


                  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 2001 decreased
by approximately $1.50 per equivalent barrel when compared with the same
period for 2000.  During the first quarter of 2001 the Company experienced 16
separate price changes compared with 23 price changes during the same period
for 2000.  The Company cannot predict the future course of crude oil prices.

                      LIQUIDITY AND CAPITAL RESOURCES

Cash decreased by $27,571 for the three months ended March 31, 2001.  During
the first quarter of 2001, operating activities provided cash of $467,863.
Purchase of short-term investments of $500,000 and principal payments on
long-term debt totaling $15,734, reduced cash for the first quarter of 2001.
This was offset by proceeds from sale of fixed assets of $20,300.  See the
Statements of Cash Flows for additional detailed information. A $100,000 line
of credit, unused at March 31, 2001, provided additional liquidity during the
first quarter of 2001.

                        FORWARD LOOKING INFORMATION

The Company's average crude oil price has increased by $2.50 per barrel since
March 31, 2001. Since it appears that crude oil prices are going to remain at
or near current levels until the end of the year, management is concentrating
its efforts on returning some of the Company's previously shut-in wells to
production to take advantage of the improved oil prices.  Additionally,
management is presently evaluating two joint venture exploration drilling
prospects, that the Company may potentially participate in, on a minority
basis and the possibility of drilling one new well on an existing Company
property in the Midway Sunset area, of California.
<PAGE> 9

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, 2001
  COMPARED TO THE QUARTER ENDED MARCH 31, 2000


REVENUES

Oil and gas revenue decreased by 2% for the three months ended March 31, 2001
when compared with the same period for 2000.  Oil and gas revenue decreased by
6% due to lower average crude oil prices for the first quarter of 2001.
The average price of the Company's oil and gas for the first quarter of 2001
decreased by approximately $1.50 per equivalent barrel when compared to the
same period of 2000.  This was offset by an increase in revenues of 4% due to
higher production of crude oil. The Company's net revenue share of crude oil
production increased by approximately nine barrels per day for the first three
months of 2001.


OPERATING EXPENSES

Operating expenses increased by 23% for the first quarter of 2001.  The cost
to produce an equivalent barrel of crude oil increased by approximately $2.20
per barrel when compared with the first quarter of 2000.  In the first quarter
of 2001, maintenance on one well increased operating expenses by 12%, adding
approximately $1.40 to the cost to produce an equivalent barrel of crude oil.
Labor costs increased by 7% due primarily to one new employee and an increase
in hourly wage rates that was effective May 1, 2000.






<PAGE> 10

GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased by 12% for the first three
months of 2001 when compared with the same period for 2000.  Legal fees
decreased by 21% for the first quarter of 2001 due to the resolution of a
lawsuit that was filed by the Company in 1996.  The Company received a
favorable judgement in 1997 which was appealed by the defendant.  The legal
costs for the first quarter of 2000 were all related to the efforts directed
at the appeal process (see Other Income below).  Legal fees related to this
matter were substantially lower during the first quarter of 2001.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by 12%
for the first quarter of 2001, when compared with the same period for 2000.
The decrease is due primarily to the decrease in the depletion rate.  The
depletion rate decreased as a result of the estimated oil and gas reserves
decreasing in an amount much less than the decline in the depletable base of
the oil and gas properties.  The estimated reserves did not decline in
relation to the depletable base due to revisions to these estimates which
offset the decline in production.


OTHER INCOME

In 1996, the Company filed a lawsuit in Kern County Superior Court,  against
Mr. Russell R. Simonson, alleging a breach of a contractual agreement. The
lawsuit went to trial in 1997 and the trial court ruled that the Defendant
twice breached terms of an agreement, and the court awarded the Company
damages, interest and attorney's fees. The Defendant appealed the trial
court's decision and the matter was reviewed by the California Appeals Court.
In November 2000, the Appeals Court again ruled in favor of the Company,
upholding the original award of damages, interest and attorney's fees.  On
March 5, 2001, the Company recorded a gain and received payment from the
Defendant in the amount of $395,708, concluding this matter.
















<PAGE> 11

                       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 -

          No Form 8-K's were filed during the three months
            ended March 31, 2001.























<PAGE> 12


                            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, 2001                          J. BEN HATHAWAY
                                           ---------------------
                                             J. Ben Hathaway
                                                President


Dated:  May 14, 2001                         JOHN H. ALEXANDER
                                           ---------------------
                                            John H. Alexander
                                              Vice President