<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, 1999

                                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, 1999)
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<PAGE>  2
FINANCIAL STATEMENTS
                         PYRAMID OIL COMPANY
                            BALANCE SHEETS
                              ASSETS
<TABLE>
<CAPTION>
                                              March 31,     December 31,
                                                 1999           1998
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                     $206,682       $318,317
  Trade accounts receivable                      105,662         77,315
  Crude oil inventory                             38,371         38,371
  Prepaid expenses                                60,626         81,128
  Deferred income taxes                           70,613         73,350
                                             ------------   ------------
         TOTAL CURRENT ASSETS                    481,954        588,481
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               10,377,887     10,375,606
  Drilling and operating equipment             3,177,722      3,177,722
  Land, buildings and improvements               921,767        921,767
  Automotive, office and other
    property and equipment                     1,036,459      1,036,459
                                             ------------   ------------
                                              15,513,835     15,511,554
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,702,871)   (13,632,061)
                                             ------------   ------------
                                               1,810,964      1,879,493
                                             ------------   ------------

                                              $2,292,918     $2,467,974
                                             ============   ============

<FN>             See Accompanying Notes to Financial Statements.
</TABLE>

<PAGE>  3
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                               March 31     December 31,
                                                 1999           1998
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                              $ 51,268       $ 52,975
  Accrued professional fees                       27,873         18,250
  Accrued taxes, other than income taxes          27,704         27,704
  Accrued payroll and related costs               34,952         25,191
  Accrued royalties payable                       42,494         42,331
  Accrued insurance                               10,721         23,756
  Current maturities of long-term debt            17,604         17,604
  Line of credit                                  20,000        100,000
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               232,616        307,811
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         20,102         25,145
                                             ------------   ------------
DEFERRED INCOME AND OTHER TAXES                  113,084        115,821
                                             ------------   ------------
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                              855,506        947,587
                                             ------------   ------------
                                               1,927,116      2,019,197
                                             ------------   ------------
                                              $2,292,918     $2,467,974
                                             ============   ============

<FN>               See Accompanying Notes to Financial Statements.
</TABLE>

<PAGE>  4
                           PYRAMID OIL COMPANY
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<TABLE>
<CAPTION>
                                             Three months ended March 31,
                                             ---------------------------
                                                 1999           1998
                                             ------------   ------------
  <S>                                        <C>            <C>
  REVENUES                                     $ 213,349       $252,780
                                             ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                           167,429        217,282
    General and administrative                    63,147         87,160
    Taxes, other than income
        and payroll taxes                         11,540         11,715
    Provision for depletion,
        depreciation and amortization             70,810        102,436
    Other costs and expenses                         786          1,473
                                             ------------   ------------
                                                 313,712        420,066
                                             ------------   ------------
  OPERATING LOSS                                (100,363)      (167,286)
                                             ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                2,641          4,731
    Other income                                   7,500          6,694
    Interest expense                              (1,534)        (1,117)
                                             ------------   ------------
                                                   8,607         10,308
                                             ------------   ------------
  LOSS BEFORE INCOME
     TAX PROVISION                              ( 91,756)      (156,978)
   Income tax provision                              325          1,133
                                             ------------   ------------
  NET LOSS                                     $( 92,081)     $(158,111)
                                             ============   ============

  BASIC LOSS PER COMMON SHARE                     ($0.04)        ($0.06)
                                             ============   ============

  DILUTED LOSS PER COMMON SHARE                   ($0.04)        ($0.06)
                                             ============   ============
  Weighted average number of
    common shares outstanding                  2,494,430      2,494,430
                                             ============   ============

<FN>              See Accompanying Notes to Financial Statements.
</TABLE>

<PAGE>  5                  PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<TABLE>
<CAPTION>
                                                  Three months ended March 31,
                                                  ---------------------------
                                                      1999           1998
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                          $( 92,081)     $(158,111)
  Adjustments to reconcile net loss to
    cash used in operating activities:
      Provision for depletion,
        depreciation and amortization                  70,810        102,436
  Changes in assets and liabilities:
    (Increase) decrease in trade
     accounts receivable                              (28,347)        51,258
    Decrease in prepaid expenses                       20,502         19,259
    Increase (decrease) in accounts
      payable and accrued liabilities                   4,805        (35,829)
                                                     ---------      ---------
   Net cash used in operating activities              (24,311)       (20,987)
                                                     ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                 (2,281)        (2,444)
                                                     ---------      ---------
   Net cash used in investing activities               (2,281)        (2,444)
                                                     ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on line of credit              (100,000)            --
   Proceeds from line of credit                        20,000             --
   Principal payments on long-term debt               ( 5,043)        (8,963)
                                                     ---------      ---------
   Net cash used in financing activities              (85,043)        (8,963)
                                                     ---------      ---------
Net decrease in cash                                 (111,635)       (32,394)

Cash at beginning of period                           318,317        600,994
                                                     ---------      ---------
Cash at end of period                                $206,682       $568,600
                                                     =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid during the three months for interest       $1,534         $1,117
                                                     =========      =========
  Cash paid during the three months for income taxes   $  325         $1,133
                                                     =========      =========

<FN>             See Accompanying Notes to Financial Statements.
</TABLE>

<PAGE> 6                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                  (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, 1998 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, 1998 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, 1999 and the results of its operations and
its cash flows for the three month periods ended March 31, 1999 and 1998.  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, 1999 and
1998.


(3)  COMMITMENTS

Pursuant to a specific oil and gas lease with respect to the Carneros Creek
field, the Company is obligated to drill at least one well per year on this
lease.  If the price of oil reaches $20 per barrel or above and continues for
a period of 60 consecutive days, the Company will thereafter be obligated to
drill at least one well per quarter on this property.  The price of oil on
this lease was approximately $14.75 per barrel at May 13, 1999.

Failure to drill the necessary well(s) in the future will result in the
potential relinquishment of any undrilled or unproved acreage on this lease.
Any relinquishment would not affect wells already drilled and producing on
this lease.  The Company drilled and completed a well on this lease in the
first quarter of 1997.  The Company did not drill a well or obtain a waiver of
this drilling commitment in 1998.  The cost of drilling and completing a well
can vary significantly.  The Company's total share of the costs of drilling

<PAGE> 7

and completing the one well on this lease in 1997 was approximately $256,000.

During 1998, the Company entered into a joint venture agreement to participate
as a non-operator in the development of gas wells in Solano County,
California.  The Company's share of costs for this project in 1998 were
$14,200 and estimated costs for completion of the project in 1999 are
approximately $72,000.

During the fourth quarter of 1998, the Company was notified by the United
States Environmental Protection Agency of its potential liability for waste
material it disposed of at the Casmalia Disposal Site in Santa Barbara County,
California.  Management does not believe that the Company will be liable for
any costs for the remediation of the Casmalia Disposal Site.



                  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.  Crude oil prices plummeted during the first quarter of 1998 and
remained at historic lows throughout 1998 and continuing into the first
quarter of 1999.  Average crude oil prices for the first quarter of 1999
decreased by approximately $2.00 per equivalent barrel when compared with the
same period for 1998.  During the first quarter of 1999 the Company
experienced eleven separate price changes.  At the end of the first quarter of
1999, crude oil prices increased by approximately $4.50 per barrel when
compared with crude oil prices at December 31, 1998.  The Company cannot
predict the future course of crude oil prices.


                      LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased by $111,635 for the three months ended
March 31, 1999.  During the first quarter of 1999, operating activities
reduced cash flows by $24,311.  Capital expenditures and principal payments on
long-term debt for the first quarter of 1999, further reduced cash by a
combined total of $87,324.  See the Statements of Cash Flows for additional
detailed information.

During the last ten years, crude oil prices have fluctuated dramatically.
Thus, the Company has continued with its approach of focusing on its most
profitable properties to optimize the Company's resources.  Cost reductions
and consolidations in all areas of operations have been maintained to conserve
capital.  In prior years, the Company shut-in or reduced operations on certain
oil and gas properties that were uneconomic.

<PAGE> 8

                        FORWARD LOOKING INFORMATION


Crude oil prices have increased by $1.50 cents per barrel since March 31, 1999
and by $6.00 per barrel since December 31, 1998.  Crude oil prices continue to
remain unstable and unpredictable.  With the continuing crude oil market
uncertainty, management feels that it must continue to reduce costs.  Except
for a specific commitment mentioned above, the majority of all developmental
and capital expenditures are being deferred at this time.

The Company has reviewed the compliance of its computer systems for year 2000
readiness.  The Company's main accounting software is scheduled by it's third-
party vendor to be compliant with the year 2000 in the second quarter of 1999.
There is no additional cost for this update to the Company's main accounting
software.  All of the Company's hardware and it's network software, with the
exception of the network file server, is currently compliant with the year
2000.  The Company's network file server will either be replaced or upgraded
to comply with the year 2000.  The Company does not believe that the efforts
and the costs to be fully compliant for the year 2000 will be material.  The
Company is not aware of any third-party issues regarding year 2000 readiness.
The Company has no computer systems that interface electronically with third-
party computer systems.  The Company does not have any electronic micro-
controllers for any of it's equipment that is used for it's field operations.
The Company has not identified any potential material lost revenue as a result
of any non-compliance with the year 2000 issues.  In the worst case scenario,
the Company is of the opinion that the existing computer systems will be
adequate come January 1, 2000.  However, the Company continues to believe that
it will be fully compliant with the year 2000 issues.

<PAGE> 9


       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS


RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 1999
  COMPARED TO THE QUARTER ENDED MARCH 31, 1998


REVENUES

Oil and gas sales decreased by 15.6% for the three months ended March 31, 1999
when compared with the same period for 1998.  Oil and gas sales decreased by
19.4% due to lower average crude oil prices for the first quarter of 1999.
The average price of the Company's oil and gas for the first quarter of 1999
decreased by approximately $2.00 per equivalent barrel when compared to the
same period of 1998.  Revenues increased by 3.8% 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 1999.


OPERATING EXPENSES

Operating expenses decreased by 22.9% for the first quarter of 1999.  The cost
to produce an equivalent barrel of crude oil decreased by approximately $2.50
per barrel or 26.7% overall for the first three months of 1999 when compared
with the first quarter of 1998.  This was offset by higher costs of 3.8% due
to higher crude oil production.  Operating expenses decreased due primarily to
the shut-in of certain oil and gas properties that are uneconomic at the price
levels that were experienced in the first quarter of 1999.


GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased by 27.6% for the first three
months of 1999 when compared with the same period for 1998.  Professional fees
decreased by 21% for the first quarter of 1999 due to lower costs for legal
and accounting services.

<PAGE> 10

                       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, 1999.

<PAGE> 11


                            SIGNATURES


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


                                           PYRAMID OIL COMPANY
                                              (registrant)



Dated:  May 13, 1999                          J. BEN HATHAWAY
                                           ---------------------
                                             J. Ben Hathaway
                                                President


Dated:  May 13, 1999                         JOHN H. ALEXANDER
                                           ---------------------
                                            John H. Alexander
                                              Vice President

<PAGE> 12

                                EXHIBIT INDEX

Exhibit
  No.                            Description
-------                          -----------

  27                        Financial Data Schedule