<PAGE> 1

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                             --------------------

                               FORM  10-QSB

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

 / / For the quarterly period ended June 30, 2002

                                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 June 30, 2002)




<PAGE>  2
FINANCIAL STATEMENTS
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                                  ASSETS
<Table>
<Caption>
                                               June 30,     December 31,
                                                 2002           2001
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  504,576     $  614,416
  Short-term investments                         850,000        850,000
  Trade accounts receivable                      152,464        109,993
  Interest receivable                             47,514         51,488
  Crude oil inventory                             53,100         47,555
  Prepaid expenses                                46,118         93,590
  Deferred income taxes                           19,680         15,490
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  1,673,452      1,782,532
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               10,304,514     10,293,558
  Drilling and operating equipment             2,793,673      2,872,762
  Land, buildings and improvements               936,681        936,681
  Automotive, office and other
    property and equipment                       932,522        933,090
                                             ------------   ------------
                                              14,967,390     15,036,091
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,487,895)   (13,497,392)
                                             ------------   ------------
                                               1,479,495      1,538,699
                                             ------------   ------------

                                              $3,152,947     $3,321,231
                                             ============   ============

<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>
                                               June 30,     December 31,
                                                 2002          2001
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                              $ 45,341       $ 54,057
  Accrued professional fees                       17,375         15,500
  Accrued taxes, other than income taxes              --         30,717
  Accrued payroll and related costs               32,442         36,351
  Accrued royalties payable                       62,990         59,548
  Accrued insurance                               13,822         40,689
  Current maturities of long-term debt            13,334         15,409
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               185,304        252,271
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         17,778         24,445
                                             ------------   ------------
DEFERRED INCOME TAXES                             19,680         15,490
                                             ------------   ------------
COMMITMENTS and CONTINGENCIES (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                            1,858,575      1,957,415
                                             ------------   ------------
                                               2,930,185      3,029,025
                                             ------------   ------------
                                              $3,152,947     $3,321,231
                                             ============   ============

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










<PAGE>  4                     PYRAMID OIL COMPANY
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<Table>                         Three months ended        Six months ended
<Caption>                            June 30,                 June 30,
                               ---------------------    ---------------------
                                  2002        2001         2002        2001
                               ---------   ---------    ---------   ---------
<S>                            <C>         <C>          <C>         <C>
REVENUES                        $427,087    $485,258     $710,370    $931,936
                               ---------   ---------    ---------   ---------
COSTS AND EXPENSES:
  Operating expenses             275,444     258,766      503,889     533,500
  Exploration costs                  676      41,805        3,775      41,805
  General and administrative     126,698      85,214      217,459     178,800
  Taxes, other than income
    and payroll taxes             13,684       9,633       28,540      21,760
  Provision for depletion,
    depreciation and
    amortization                  44,333      39,214       83,980      87,069
  Other costs and expenses         3,350       9,746        5,414      10,326
                               ---------   ---------    ---------   ---------
                                 464,185     444,378      843,057     873,260
                               ---------   ---------    ---------   ---------
OPERATING (LOSS) INCOME         ( 37,098)     40,880     (132,687)     58,676
                               ---------   ---------    ---------   ---------
OTHER INCOME (EXPENSE):
  Interest income                  9,352      16,767       20,411      26,440
  Gain on settlement                  --          --           --     395,708
  Gain on sale of assets              --       7,800           --      25,938
  Loss on disposal of assets          --          --      (10,100)         --
  Other income                     3,600      20,574       24,713      27,098
  Interest expense                (   36)     (1,012)      (   52)     (2,244)
                               ---------   ---------    ---------   ---------
                                  12,916      44,129       34,972     472,940
                               ---------   ---------    ---------   ---------
(LOSS) INCOME BEFORE
 INCOME TAX PROVISION            (24,182)     85,009      (97,715)    531,616
   Income tax provision              800         800        1,125       1,025
                               ---------   ---------    ---------   ---------
NET (LOSS) INCOME              $ (24,982)  $  84,209    $ (98,840)  $ 530,591
                               =========   =========    =========   =========
BASIC (LOSS) INCOME
 PER COMMON SHARE                 $(0.01)      $0.03       $(0.04)      $0.21
                               =========   =========    =========   =========
DILUTED (LOSS) INCOME
 PER COMMON SHARE                 $(0.01)      $0.03       $(0.04)      $0.21
                               =========   =========    =========   =========
Weighted average number of
  common shares outstanding    2,494,430   2,494,430    2,494,430   2,494,430
                               =========   =========    =========   =========
  The Accompanying Notes Are an Integral Part of These Financial Statements.
</Table>
<PAGE>  5                  PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<Table>                                            Six months ended June 30,
<Caption>                                         ---------------------------
                                                      2002           2001
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                 $ (98,840)     $ 530,591
  Adjustments to reconcile net (loss)income to
    net cash provided by operating activities:
      Provision for depletion,
        depreciation and amortization                  83,980         87,069
      Exploration costs                                 3,775         41,805
      Gain on sale of fixed assets                         --        (25,938)
      Loss on disposal of fixed assets                 10,100             --
  Changes in assets and liabilities:
    Increase in trade accounts
      and interest receivable                         (38,497)          (932)
    Increase in crude oil inventories                  (5,545)        (1,542)
    Decrease in prepaid expenses                       47,472         46,549
    Decrease in accounts payable
      and accrued liabilities                         (64,892)       (75,146)
                                                     ---------      ---------
   Net cash (used in) provided
     by operating activities                          (62,447)       602,456
                                                     ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                (38,651)       (89,550)
  Proceeds from sales of fixed assets                      --         28,100
  Net change in short-term investments                     --       (500,000)
                                                     ---------      ---------
   Net cash used in investing activities              (38,651)      (561,450)
                                                     ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt               ( 8,742)       (35,048)
   Proceeds from issuance of long-term debt                --         15,000
                                                     ---------      ---------
   Net cash used in financing activities              ( 8,742)       (20,048)
                                                     ---------      ---------
Net (decrease) increase in cash                      (109,840)        20,958
Cash at beginning of period                           614,416        151,727
                                                     ---------      ---------
Cash at end of period                                $504,576       $172,685
                                                     =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the six months for interest         $   52         $2,244
                                                     =========      =========
  Cash paid during the six months for income taxes     $1,125         $1,025
                                                     =========      =========
<FN>
   The Accompanying Notes Are an Integral Part of These Financial Statements.
</Table>

<PAGE> 6                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 2002
                                  (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, 2001 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, 2001 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 June 30, 2002 and the results of its operations and
its cash flows for the six month periods ended June 30, 2002 and 2001.  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 six months ended June 30, 2002 and
2001.

(3)  COMMITMENTS AND CONTINGENCIES

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.

The Company agreed to participate in the drilling of a third natural gas well
in conjunction with the same operator in a new prospect area located in
Solano County.  This well commenced drilling in the fourth quarter of 2001 and
was abandoned due to inadequate gas reserves.  The Company's share of the
prospect fee and drilling costs for this new well were approximately $36,000
during the fourth quarter of 2001 and $3,800 in the first six months of 2002.
The costs for the third well are recorded in Costs and Expenses on the
Statements of Operations.  A fourth well has not been proposed by the joint
venture operator.

The Company has entered into various employment agreements with key executive
employees.  In the event the key executives are dismissed, the Company would
incur approximately $1,042,000 in costs.


(4) OTHER INCOME

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 disposed of a well servicing rig in the first six months of 2002
with a net book value of $10,100.  The Company received approximately $16,000
as a settlement of lease oil antitrust litigation, also during the first six
months of 2002.  The Company sold various surplus equipment, excess tubing
supplies and it's interest in a non-producing oil and gas lease during the
first six months of 2001 for a gain of approximately $33,000.  These assets
had little or no net book value.  The Company also recorded a one-time gain of
$10,000 for the sublease of certain deep drilling rights on some of its oil
and gas properties during the second quarter of 2001.


(5)  SUBSEQUENT EVENT

The Company has tentatively agreed to acquire the remaining 36.5% working
interest in three oil and gas properties that the Company operates in
the Carneros Creek field (the Company currently owns approximately 63.5% of
the working interest) for a fair market value of approximately $217,000,
effective April 1, 2002.  The 36.5% working interest is being acquired from a
group of investors that acquired the working interest through the settlement
of litigation with the prior working interest owner and immediately offered

<PAGE> 8

the working interests to the Company.  Mr. John H. Alexander, an officer and
Director of the Company, has a minority interest in the group of investors,
which acquired the interests through the litigation settlement.  Mr. Alexander
did not participate in any voting on this issue during the Board meeting
concerning the acquisition of this working interest.


                  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 second quarter of 2002 decreased
by approximately $1.20 when compared with the same period for 2001.  Average
crude oil prices for the first six months of 2002 decreased by approximately
$3.40 per equivalent barrel when compared with the same period for 2001.  At
the end of the second quarter of 2002, crude oil prices have increased by
approximately $7.85 per barrel when compared with crude oil prices at December
31, 2001.  The Company cannot predict the future course of crude oil prices.

                      LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased by $109,840 for the six months ended June
30, 2002.  During the first half of 2002, operating activities used cash of
$62,447.  Capital expenditures of $38,651 and principal payments on long-term
debt totaling $8,742 also reduced cash for the first six months of 2002.  See
the Statements of Cash Flows for additional detailed information.  A $100,000
line of credit, unused at June 30, 2002, provided additional liquidity during
the first half of 2002.

                        FORWARD LOOKING INFORMATION

The Company's average crude oil price has increased by approximately twenty-
five cents per barrel since June 30, 2002.

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.

<PAGE> 9

       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2002
  COMPARED TO THE QUARTER ENDED JUNE 30, 2001


REVENUES

Oil and gas revenues decreased by 12% for the three months ended June 30, 2002
when compared with the same period for 2001.  Oil and gas revenues decreased
by 5% due to lower average crude oil prices for the second quarter of 2002.
The average price of the Company's oil and gas for the second quarter of 2002
decreased by approximately $1.20 per equivalent barrel when compared to the
same period of 2001.  Revenues decreased by 7% due to lower production of
crude oil. The Company's net revenue share of crude oil production decreased
by approximately 1,500 barrels for the second quarter of 2002.  During the
second quarter of 2002, one of the Company's leases was shut-in because the
Company had been unsuccessful in its efforts to dispose of the waste water
produced with the oil.  This lease cannot be produced without an economic
method of disposing the produced waste water.  The waste water on this lease
was formerly injected into a disposal well that was abandoned due to
mechanical problems with the casing.  This lease produced approximately 1,100
barrels during the second quarter of 2001.


OPERATING EXPENSES

Operating expenses increased by approximately 6% for the second quarter of
2002.  The cost to produce an equivalent barrel of crude oil increased by
approximately $1.90 for the second quarter of 2002 when compared with the
second quarter of 2001.  Operating costs for the second quarter of 2001
increased by approximately 5% due to the quarterly adjustment of crude oil
inventories.


EXPLORATION COSTS

During the second quarter of 2001, the Company entered into a new joint
venture project with several other independent oil and gas companies, to
explore for and develop potential oil reserves in the Gap Mountain area of
Nevada.  The Company's position is that of a non-operator.  During the second
quarter of 2001, the Company's share of the prospect fee for this project was
approximately $48,000.  During the fourth quarter of 2001, the Company
received a full and complete refund of the prospect fee.  This prospect was
cancelled by the operator after additional structural geology work and
analysis.  Approximately $42,000 recorded as Exploration Costs in the six
months ended June 30, 2001 was reversed in the fourth quarter of 2001 as the
Company was reimbursed for these costs due to the abandonment of an
exploration project.




<PAGE> 10

GENERAL AND ADMINISTRATIVE

General and administrative expenses increased by approximately 49% for the
quarter ended June 30, 2002.  Legal services increased by 44% during the
second quarter of 2002 due to activities related to certain transactions
contemplated by the Board of Directors for the acquisition of the Company's
common stock from its major shareholders.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization increased by 13%
for the second quarter of 2002, when compared with the same period for 2001.
The Company acquired two new trucks during the second half of 2001 which has
generated an increase of approximately 8% in depreciation costs for the second
quarter of 2002.


INTEREST INCOME

Interest income decreased by approximately $7,400 during the second quarter of
2002, when compared with the same period for 2001.  The decrease in interest
income is due primarily to the overall economy-wide decline in interest rates.


GAIN ON SALE OF ASSETS

During the second quarter of 2001, the Company sold certain surplus equipment
for a gain of $7,800.  No fixed assets were sold during the second quarter of
2002.


OTHER INCOME

Other income decreased by approximately $17,000 for the second quarter of
2002, when compared with the same period for 2001.  During the second quarter
of 2001, the Company sold surplus used tubing supplies for a gain of
approximately $7,000.  The Company also recorded a one-time gain of $10,000
for the sublease of certain deep drilling rights on some of its oil and gas
properties during the second quarter of 2001.


INCOME TAX PROVISION

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






<PAGE> 11

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002
  COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2001


REVENUES

Oil and gas revenues decreased by 24% for the six months ended June 30, 2002
when compared with the same period for 2001.  Oil and gas revenues decreased
by approximately 13% due to lower average crude oil prices for the first half
of 2002.  The average price of the Company's oil and gas for the first six
months of 2002 decreased by approximately $3.40 per equivalent barrel when
compared with the same period for 2001.  Revenues decreased by approximately
11% due to lower production of crude oil. The Company's net revenue share of
crude oil production decreased by approximately 24 barrels per day for the six
months ended June 30, 2002.  During the first six months of 2002, one of the
Company's leases was shut-in because the Company has been unsuccessful in its
efforts to dispose of the waste water produced with the oil.  The waste water
on this lease was formerly injected into a disposal well that was abandoned
due to mechanical problems with the casing.  Production from this lease
accounted for approximately half of the decline in production.


OPERATING EXPENSES

Operating expenses decreased by approximately 6% for the six months ended June
30, 2002, when compared with the same period for 2001.  The cost to produce an
equivalent barrel of crude oil increased by approximately ninety cents per
barrel for the six months ended June 30, 2002.  One of the Company's oil and
gas leases was shut-in during the first half of 2002, as noted above, which
resulted in a 6.5% decrease in operating expenses for the first six months of
2002.


EXPLORATION COSTS

During the second quarter of 2001, the Company entered into a new joint
venture project with several other independent oil and gas companies, to
explore for and develop potential oil reserves in the Gap Mountain area of
Nevada.  The Company's position is that of a non-operator.  During the second
quarter of 2001, the Company's share of the prospect fee for this project was
approximately $48,000.  During the fourth quarter of 2001, the Company
received a full and complete refund of the prospect fee.  This prospect was
cancelled by the operator after additional structural geology work and
analysis.  Approximately $42,000 recorded as Exploration Costs in the six
months ended June 30, 2001 was reversed in the fourth quarter of 2001 as the
Company was reimbursed for these costs due to the abandonment of an
exploration project.






<PAGE> 12

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased by approximately 22% for the
six months ended June 30, 2002, when compared with the same period for 2001.
Legal services increased by 23% during the first six months of 2002 due to
activities related to certain transactions contemplated by the Board of
Directors for the acquisition of the Company's common stock from its major
shareholders.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by 3.5%
for the six months ended June 30, 2002, when compared with the same period for
2001.  Depletion decreased by 11% for the six months ended June 30, 2002.
This was offset by an increase of 7.5% in depreciation of trucks.  The
decrease in depletion is due primarily to the decrease in the depletion rate
and lower crude oil production for the six months ended June 30, 2002.  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.


INTEREST INCOME

Interest income decreased by approximately $6,000 during the six months ended
June 30, 2002, when compared with the same period for 2001.  The decrease in
interest income is due primarily to the overall economy-wide decline in
interest rates.


GAIN ON SETTLEMENT

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.

GAIN ON SALE OF ASSETS

During the six months ended June 30, 2001, the Company sold certain surplus
equipment for a gain of approximately $16,000 and it's interest in a
non-producing oil and gas lease during the first quarter of 2001 for a gain of
approximately $10,000.  These assets had little or no net book value.

<PAGE> 13


LOSS ON DISPOSAL OF ASSETS

The Company disposed of a well servicing rig in the first quarter of 2002 with
a net book value of $10,100.


INCOME TAX PROVISION

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


NEW ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued Statements of Financial Accounting Standards No.
141 ("FAS 141") "Business Combinations" and No. 142 ("FAS 142") "Goodwill and
Other Intangible Assets".  These statements eliminate the pooling of interests
method of accounting for business combinations as of June 30, 2001 and
eliminate the amortization of goodwill for all fiscal years beginning after
December 15, 2001.  Goodwill will be accounted for under an impairment-only
method after this date.  The Company is required to adopt FAS 141 and 142 with
respect to existing goodwill on January 1, 2002.  The adoption of these
Statements did not have any impact on the Company's financial position,
results of operations or cash flows.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143 ("FAS 143") "Accounting for Asset Retirement Obligations".  This Statement
addresses financial accounting and reporting for obligations associated with
the retirement of tangible long-lived assets and the associated retirement
costs.  Asset retirement obligations will be initially measured at fair value.
These obligations will be discounted and accretion expense will be recognized
using the credit adjusted risk-free interest rate.  The Company is required to
adopt FAS 143 on January 1, 2003.  The Company is assessing the impact FAS 143
will have on its financial statements.

In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 144 ("FAS 144") "Accounting for the Impairment or Disposal of Long-Lived
Assets".  This Statement supercedes previous statements related to impairment.
The requirements to allocate goodwill to long-lived assets to be tested for
impairment is eliminated.  A primary asset approach to determine a cash flow
estimation period is established.  The Company is required to adopt FAS 144 on
January 1, 2002.  The adoption of this Statements did not have any impact on
the Company's financial position, results of operations or cash flows.
<PAGE>
<PAGE> 14

                       PYRAMID OIL COMPANY

                   PART II - OTHER INFORMATION


Item 1.  -  Legal Proceedings

               None

Item 2.  -  Changes in Securities

               None

Item 3.  -  Defaults Upon Senior Securities

               None

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

               None

Item 5.  -  Other Information -

               None

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

         a.  Exhibits

             99.1  Written Statement of the Chief Executive Officer Pursuant
                     to 18 U.S.C. Section 1350
             99.2  Written Statement of the Chief Financial Officer Pursuant
                     to 18 U.S.C. Section 1350

         b.  No Form 8-K's were filed during the three months
               ended June 30, 2002.

          On May 29, 2002, Arthur Andersen LLP resigned as the independent
     public accountants of Pyramid Oil Company (the "Company").  Arthur
     Andersen LLP has performed the audit of the Company's financial
     statements from 1987 through December 31, 2001.  Arthur Andersen
     LLP also performed a review of the Company's Form 10-QSB for the
     quarter ended March 31, 2002.  The Company has appointed Singer
     Lewak Greenbaum & Goldstein, LLP, as its new independent
     accountants, subject to approval by its shareholders.


<PAGE>
<PAGE> 15


                            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: August 14, 2002                       J. BEN HATHAWAY
                                           ---------------------
                                             J. Ben Hathaway
                                                President


Dated: August 14, 2002                      JOHN H. ALEXANDER
                                           ---------------------
                                            John H. Alexander
                                              Vice President