<PAGE> 1

                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                              FORM  10-QSB/A


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
       ACT OF 1934

               For the quarterly period ended September 30, 2006

                                OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE EXCHANGE ACT OF 1934

               For the transition period from             to


                        Commission File Number 0-5525


                              PYRAMID OIL COMPANY
      (Exact name of small business issuer 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
                          (Issuer's telephone number)


     Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act 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 [ ]

     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date:

       COMMON STOCK WITHOUT PAR VALUE                   3,741,721
                  (Class)                  (Outstanding at September 30, 2006)




<PAGE> 2


                             EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-QSB/A (Amendment No. 1) to:

     incorporate required disclosures related to effectiveness of internal
     control under Security Exchange Act of 1934 Rules 13a-15(e) and 15d-
     15(e),

     present termination costs and gain on sales of fixed assets within the
     operating section of the statements of operations,

     Change the title of note five from, Changes in Accounting Principle, to
     Liability for Asset Retirement Obligation.

Except as identified in the immediately preceding paragraph, no other items
included in the original Form 10-QSB have been amended, and such items remain
in effect as of the filing date of the original Form 10-QSB.  Additionally,
this Amendment No. 1 to Quarterly Report on Form 10-QSB/A does not purport to
provide an update or a discussion of any other developments subsequent to the
original Form 10-QSB.































<PAGE> 3                PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              PYRAMID OIL COMPANY
                                 BALANCE SHEETS
                                     ASSETS
<Table>
<Caption>                                    September 30,  December 31,
                                                 2006           2005
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  496,194     $1,300,475
  Short-term investments                       1,350,000      1,350,000
  Trade accounts receivable                      367,120        327,173
  Interest receivable                            126,014         91,717
  Employee loan receivable                         8,874          8,015
  Crude oil inventory                             72,616         58,962
  Prepaid expenses                                69,384        120,367
  Income taxes receivable                         32,930             --
  Deferred income taxes                           60,954         60,954
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  2,584,086      3,317,663
                                             ------------   ------------
PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               13,185,849     11,505,375
  Capitalized asset retirement costs             304,199        294,600
  Drilling and operating equipment             2,004,397      1,945,882
  Land, buildings and improvements               978,702        976,965
  Automotive, office and other
    property and equipment                     1,059,965        961,902
                                             ------------   ------------
                                              17,533,112     15,684,724
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,518,674)   (13,307,424)
                                             ------------   ------------
                                               4,014,438      2,377,300
                                             ------------   ------------
OTHER ASSETS
  Deposits                                       250,000        250,000
  Other assets                                     7,380         13,178
  Assets held for resale                           9,633          9,633
                                             ------------   ------------
                                                 267,013        272,811
                                             ------------   ------------
                                              $6,865,537     $5,967,774
                                             ============   ============
<FN>
  The Accompanying Notes Are an Integral Part of These Financial Statements.
</Table>

<PAGE> 4
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
                                             September 30,   December 31,
                                                 2006           2005
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                            $  112,258     $   83,749
  Accrued professional fees                       31,089         51,741
  Accrued taxes, other than income taxes          22,866         29,151
  Accrued payroll and related costs               49,865         51,039
  Accrued royalties payable                      130,839        115,762
  Accrued insurance                                   --         54,826
  Accrued income taxes                                --         54,050
  Accrued termination costs                      142,997        146,047
  Current maturities of long-term debt            35,921         37,073
  Deferred income taxes                           60,954         60,954
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               586,789        684,392
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         17,823         26,858
                                             ------------   ------------

LIABILITY FOR TERMINATION COSTS                  141,333        141,333
                                             ------------   ------------
LIABILITY FOR ASSET RETIREMENT OBLIGATION        977,385        955,169
                                             ------------   ------------
COMMITMENTS (note 3)

STOCKHOLDERS' EQUITY:
  Preferred stock-n par value (Note 8);
    10,000,000 authorized shares;
    no shares issued or outstanding                   --             --
  Common stock-no par value (Note 7 and 8);
    50,000,000 authorized shares;
    3,741,721 shares issued and outstanding    1,071,610      1,071,610
  Retained earnings                            4,070,597      3,088,412
                                             ------------   ------------
                                               5,142,207      4,160,022
                                             ------------   ------------
                                              $6,865,537     $5,967,774
                                             ============   ============
<FN>
  The Accompanying Notes Are an Integral Part of These Financial Statements.

</Table>


<PAGE> 5                     PYRAMID OIL COMPANY
                           STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<Table>                         Three months ended        Nine months ended
<Caption>                          September 30,            September 30,
                                  2006        2005         2006        2005
                                           (Restated                (Restated
                                             Note 11)                 Note 11)
<S>                            <C>         <C>          <C>         <C>
REVENUES
 Oil and gas sales            $1,080,199  $1,015,138   $3,089,074  $2,582,578
 Gain on sale of fixed assets         --     289,813           --     283,321
                               ---------   ---------    ---------   ---------
                               1,080,199   1,304,951    3,089,074   2,865,899
                               ---------   ---------    ---------   ---------
COSTS AND EXPENSES:
  Operating expenses             432,907     345,483    1,113,110   1,054,517
  General and administrative     209,457     133,549      471,763     353,775
  Termination costs                   --     424,000           --     424,000
  Taxes, other than income
    and payroll taxes             27,127      17,171       60,255      47,071
  Provision for depletion,
    depreciation and
    amortization                  75,087      58,582      211,250     176,229
  Accretion expense                5,331       4,809       15,339      14,429
  Other costs and expenses        30,469       5,682       54,508      18,431
                               ---------   ---------    ---------   ---------
                                 780,378     989,276    1,926,225   2,088,452
                               ---------   ---------    ---------   ---------
OPERATING INCOME                 299,821     315,675    1,162,849     777,447
                               ---------   ---------    ---------   ---------
OTHER INCOME (EXPENSE):
  Interest income                 33,580      12,656       49,513      21,536
  Other income                     3,600       3,600       12,619      15,972
  Interest expense                (4,648)      ( 280)      (6,771)      ( 983)
                               ---------   ---------    ---------   ---------
                                  32,532      15,976       55,361      36,525
                               ---------   ---------    ---------   ---------
INCOME BEFORE TAX PROVISION      332,353     331,651    1,218,210     813,972
   Income tax provision               --      38,200      236,025      39,325
                               ---------   ---------    ---------   ---------
NET INCOME                     $ 332,353   $ 293,451   $  982,185   $ 774,647
                               =========   =========    =========   =========
BASIC INCOME PER COMMON SHARE      $0.09       $0.12        $0.26       $0.31
                               =========   =========    =========   =========
DILUTED INCOME PER COMMON SHARE    $0.09       $0.12        $0.26       $0.31
                               =========   =========    =========   =========
Weighted average number of
  common shares outstanding    3,741,721   2,494,430    3,741,721   2,494,430
                               =========   =========    =========   =========
<FN>
  The Accompanying Notes Are an Integral Part of These Financial Statements.
</Table>

<PAGE> 6                   PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<Table>                                                Nine months ended
<Caption>                                                September 30,
                                                  ---------------------------
                                                      2006           2005
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                        $  982,185      $ 774,647
  Adjustments to reconcile net income
    to cash provided by (used in)
    operating activities:
      Provision for depletion,
        depreciation and amortization                  211,250        176,229
      Accretion expense                                 15,339         14,429
      Costs incurred for asset
        retirement obligations                          (2,722)       (10,635)
      Loss on disposal of fixed assets                      --          8,547
      Gain on sale of fixed assets                          --       (291,868)
      Accrued termination costs                             --        141,333
  Changes in assets and liabilities:
    Increase in trade accounts
      and interest receivable                         (107,174)      (257,405)
    (Increase) Decrease in
      crude oil inventories                            (13,654)           170
    Decrease in prepaid expenses                        50,983         79,809
    Increase (decrease) in accounts
      payable and accrued liabilities                  (96,451)       159,523
                                                     ---------       --------
Net cash provided by operating activities            1,039,756        794,779
                                                     ---------       --------

<FN>

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

</Table>















<PAGE> 7


                           PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<Table>                                                Nine months ended
<Caption>                                                September 30,
                                                  ---------------------------
                                                       2006           2005
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES:

  Redemption of certificate of deposit             $   100,000     $       --
  Purchase of short-term investments                  (100,000)      (500,000)
  Proceeds from sale of fixed assets                        --        333,143
  Increase in deposits                                  (1,380)            --
  Capital expenditures                              (1,838,789)      (393,945)
                                                     ---------       --------
 Net cash used in investing activities              (1,840,169)      (560,802)
                                                     ---------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from line of credit                        452,000             --
   Principal payments on line of credit               (452,000)            --
   Proceed from issuance of long-term debt              32,393             --
   Loans to employees                                  ( 3,300)            --
   Principal payments on loans to employees              9,619          7,191
   Principal payments on long-term debt               ( 42,580)      ( 38,039)
                                                      --------       --------
 Net cash (used in) financing activities              (  3,868)      ( 30,848)
                                                      --------       --------

Net (decrease) increase in cash                       (804,281)       203,129

Cash at beginning of period                          1,300,475        816,216
                                                     ---------      ---------
Cash at end of period                               $  496,194     $1,019,345
                                                     =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid during the nine months for interest       $  6,771        $  983
                                                      ========       ========
  Cash paid during the nine months for income taxes   $268,955        $1,125
                                                      ========       ========

<FN>

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

</Table>



<PAGE> 8                      PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2006
                                  (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, 2005 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, 2005 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 September 30, 2006 and the results of its operations
and its cash flows for the nine month periods ended September 30, 2006 and
2005.  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 nine months ended September 30, 2006
and 2005.


(3)  COMMITMENTS AND CONTINGENCIES

The Company has entered into an employment agreement with the President of the
Company, John H. Alexander.  In the event that Mr. Alexander is dismissed, the
Company would incur approximately $600,000 in costs.


(4) INCOME TAX PROVISION

The Company's income tax provision consists mainly of the current tax
provision for Federal and California income taxes.






<PAGE> 9

(5) LIABILITY FOR ASSET RETIREMENT OBLIGATION

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.

A reconciliation of the Company's asset retirement obligations from the
periods presented are as follows:

<Table>
<Caption>
                                          9 Months       12 Months
                                            Ended          Ended
                                           9/30/06        12/31/05
                                          ---------      ----------
<S>                                       <C>            <C>
     Beginning Balance                     $955,169      $ 946,566
        Incurred during the period           (2,722)      ( 10,635)
        Additions for new wells               9,926             --
        Accretion expense                    15,012         19,238
        Revisions in estimates                   --             --
                                            -------       --------
     Ending Balance                        $977,385      $ 955,169
                                            =======       ========
</Table>


(6) DEPOSITS

In April 2004, the Company replaced its $250,000 state of California oil and
gas blanket performance surety bond, with a cash bond in the form of an
irrevocable certificate of deposit in the amount of $250,000.










<PAGE> 10

(7) STOCK SPLIT

On March 28, 2006, the Company's Board of Directors approved a 3 for 2 stock
split payable on May 1, 2006, to shareholders of record as of April 17, 2006.

                                                         Common Stock
                                                           ---------
     Shares outstanding at December 31, 2005               2,494,430
     Shares issued 3 for 2 stock split May 1, 2006         1,247,291
                                                           ---------
     Shares outstanding at September 30, 2006              3,741,721
                                                           =========


(8) CHANGE IN AUTHORIZED SHARES

At the Annual Meeting of Shareholders held on June 1, 2006, the Shareholders
approved an amendment to the Company's Articles of Incorporation to increase
the number of authorized shares of Common Stock from 10,000,000 to 50,000,000
and to authorize the issuance of up to 10,000,000 shares of a newly created
class of Preferred Stock.


(9) 2006 EQUITY INCENTIVE PLAN

At the Annual Meeting of Shareholders held on June 1, 2006, the Shareholders
approved the Pyramid Oil Company 2006 Equity Incentive Plan (the Plan).  The
Plan authorizes the granting of the following types of awards to persons who
are employees, officers or directors of the Company or its subsidiaries or
who are consultants or advisers to such entities:

          INCENTIVE STOCK OPTIONS that are intended to satisfy the
          requirements of Section 422 of the Internal Revenue Code of 1986, as
          amended, and the regulations thereunder;

          NON-QUALIFIED STOCK OPTIONS that are not intended to be incentive
          options;

          Shares of Common Stock that are subject to specified restrictions;
          and

          Stock appreciation rights that permit the holder to receive the
          excess of the fair market value of the Common Stock on the exercise
          date over its fair market value (or a greater specified base value)
          on the grant date, either in tandem with options or as separate and
          independent grants.

A summary of the plan is contained in the Company's Schedule 14a, Proxy
Statement dated May 10, 2006 which is incorporated herein by reference.  A
copy of the Plan is attached as Appendix A to the Proxy Statement.  As of the
date of the filing of this Form 10-QSB, no shares have been awarded under this
Plan.

PAGE <11>

(10)  IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets - an amendment of FASB Statement No.140 (SFAS 156).  The
provisions of SFAS 156 are effective for fiscal years beginning after
September 15, 2006.  This statement was issued to simplify the accounting for
servicing rights and to reduce the volatility that results from using
different measurement attributes. The Company is currently assessing the
impact that the adoption of SFAS 156 will have on its results of operations
and financial position.  Management does not expect adoption of SFAS No. 156
to have a material impact on the Company's financial statements.

In July 2006, the FASB released FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN
48).  FIN 48 clarifies the accounting and reporting for uncertainties in
income tax law.  This interpretation prescribes a comprehensive model for the
financial statement recognition, measurement, presentation and disclosure of
uncertain tax positions taken or expected to be taken in income tax returns.
This statement is effective for fiscal years beginning after December 15,
2006.  The Company is currently in the process of evaluating the expected
effect of FIN 48 on its results of operations and financial position.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157).  SFAS 157 establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements.  SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007.  The Company is required to
adopt the provision of SFAS 157, as applicable, beginning in fiscal year 2008.
Management does not believe the adoption of SFAS 157 will have a material
impact on the Company's financial position or results of operations.

EITF Issue No. 06-3, How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement (That Is,
Gross versus Net Presentation) (EITF 06-3).  In June 2006, the EITF reached a
consensus on EITF 06-3 to address any tax assessed by a governmental authority
that is directly imposed on a revenue-producing transaction between a seller
and a customer and may include, but are not limited to, sales, use, value
added, and some excise taxes. For taxes within the issue's scope, the
consensus requires that entities present such taxes on either a gross (i.e.
included in revenues and costs) or net (i.e. exclude from revenues) basis
according to their accounting policies, which should be disclosed.  If such
taxes are reported gross and are significant, entities should disclose the
amounts of those taxes.  Disclosures may be made on an aggregate basis.  The
consensus is effective for The Company beginning January 1, 2007.  The Company
does not anticipate the adoption of EITF Issue No. 06-3 will have any material
impact on its consolidated results of operations.

(11) PRIOR PERIOD RESTATEMENTS

The Statement of Operations has been restated by presenting gain on sales of
fixed assets and termination costs within the operating section.


<PAGE> 12

Item 2. Management's Discussion and Analysis or Plan of Operation


                         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 third quarter of 2006 increased
by approximately $5.60 when compared with the same period for 2005.  Average
crude oil prices for the first nine months of 2006 increased by approximately
$14.00 per equivalent barrel when compared with the same period for 2005.  At
the end of the third quarter of 2006, crude oil prices had increased by
approximately $2.25 per barrel when compared with crude oil prices at
December 31, 2005.

                      LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents and short-term investments decreased by $804,281 for
the nine months ended September 30, 2006.  During this period, operating
activities provided cash of $1,039,756.  This was offset by capital
expenditures of $1,838,789, purchase of short-term investments of $100,000 and
principal payments on long-term debt totaling $42,580 during the first nine
months of 2006.  Additional funds were provided by the redemption of a
certificate of deposit in the amount of $100,000 and proceeds from the
issuance of long term debt in the amount of $32,393.  See the Statements of
Cash Flows for additional detailed information.


                          FORWARD LOOKING INFORMATION

Crude oil prices have decreased by approximately $3.40 per barrel as of
November 10, 2006, when compared to prices at September 30, 2006.

The Company's 2006 plans for drilling several new wells and re-drilling
existing wells is waiting on a contract drilling rig.  The Company is
dependant upon drilling contractors and drilling rig availability when it
comes to new wells or re-drills.  The Company does not own or operate a
drilling rig.

During the third quarter the Company focused on production activities,
property and equipment maintenance and ongoing environmental operations.
Maintenance activities included substantial work and repairs to certain
existing field facilities (tanks and gathering systems) and several pieces of
major equipment.  One well servicing rig and pump unit were overhauled.

The Company's growth in 2006 will be highly dependant on the amount 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 explorations 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.

<PAGE> 13

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 2006, 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 2005.  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.

Portions of the Quarterly Report, including Management's Discussion and
Analysis, contain forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company's actual results
and performance in future periods to be materially different from any future
results or performance suggested in forward-looking statements in this
release.  Such forward-looking statements speak only as of the date of this
report and the Company expressly disclaims any obligation to update or revise
any forward-looking statements found herein to reflect any changes in Company
expectations or results or any change in events.  Factors that could cause
results to differ materially include, but are not limited to: the timing and
extent of changes in commodity prices of oil, gas and electricity,
environmental risk, drilling and operational costs, uncertainties about
estimates of reserves and government regulations.

Item 4.  Controls and Procedures

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

<PAGE> 14

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 and nine months ended September 30, 2006 that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.



       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 2006
  COMPARED TO THE QUARTER ENDED SEPTEMBER 30, 2005

REVENUES

Oil and gas revenues increased by 6.4% for the three months ended September
30, 2006 when compared with the same period for 2005.  Oil and gas revenues
increased by 9.7% due to higher average crude oil prices for the third quarter
of 2006.  The average price of the Company's oil and gas for the third quarter
of 2006 increased by approximately $5.60 per equivalent barrel when compared
to the same period of 2005. Revenues decreased by 3.3% due to lower crude oil
production/shipments.  The Company's net revenue share of crude oil
production/sales decreased by approximately 600 barrels for the third quarter
of 2006.  The decrease in sales volumes is due to a temporary decline
in production on two leases offset by an increase in production on the
Anderson and the Santa Fe leases due to the drilling and completion of two new
wells that was put on production in 2006.

GAIN ON SALE OF FIXED ASSETS

The Company recognized a gain on the sale of fixed assets during the third
quarter of 2005 in the amount of approximately $292,000 with the sale of a
well servicing hoist.


OPERATING EXPENSES

Operating expenses increased by approximately 25% for the third quarter of
2006.  The cost to produce an equivalent barrel of crude oil increased
by approximately $5.60 for the third quarter of 2006, for a total cost of
approximately $24.75 per equivalent barrel, when compared with the same period
for 2005.  The increase in operating expenses is due to an increase of 13% in
labor costs, an increase of 8% in equipment rental and a 3% increase in gas
engine repairs and maintenance.




<PAGE> 15

Labor costs increased due to an increase in hourly labor rates and a bonus
payment that was awarded to all employees.  The increase in labor costs was
necessary to ensure that the Company remained competitive with the local labor
market.  In addition, the Company hired an additional field level employee in
March of 2006.  Equipment rental increased due to rental of equipment for the
Anderson #6 well.  The Company rented a temporary crude oil storage tank,
blowout prevention equipment and gas flare for this well.  This accounted for
almost all of the increase in equipment rental.


GENERAL AND ADMINISTRATIVE

General and administrative expenses increased by approximately 57% for the
quarter ended September 30, 2006.  The increase in general and administrative
expenses is due primarily to a 39% increase in salaries.  The increase in
salaries is due primarily to bonuses that were paid during the third quarter
of 2006 and salary increases that were effective July 1, 2006.  Audit fees
increased by 13% due to the additional reporting requirements.


TERMINATION COSTS

Reflects the costs of the termination agreement (the Agreement) that was
entered into between the Company and Benny Hathaway, Vice President of the
Company.  The Agreement is effective September 30, 2005, and replaced the
Employment Agreement that had been in effect since February 21, 2002.  Mr.
Benny Hathaway submitted his voluntary resignation which was effective
November 11, 2005.  The Agreement provides for a termination payment of
$400,000, which may be paid in three equal annual installments of $133,334,
beginning in December 2005.  Under the terms of the Agreement, the Company
will continue to provide health insurance until the agreed upon termination
payments have been paid, approximately two years.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization increased by 28%
for the third quarter of 2006, when compared with the same period for 2005.
The increase is due primarily to a 26% increase in depletion of the Companies
oil and gas properties.  The increase in depletion is due primarily to an
increase in depletion on two of the Company's oil and gas properties, the
Santa Fe Energy and Anderson leases.  The increase on these two properties is
due primarily to higher crude oil production due to the completion of two new
wells in the second quarter of 2006 and a new well in the third quarter of
2006.


OTHER COSTS AND EXPENSES

Other costs and expenses increased by approximately $25,000.  The increase is
due to the costs associated with the listing of the Company's common stock on
the American Stock Exchange (AMEX) that was effective August 21, 2006.

<PAGE> 16

INTEREST INCOME

Interest income increased by approximately $21,000 due to higher interest
rates for the third quarter of 2006.


INCOME TAX PROVISION

The Company's income tax provision consists mainly of current estimated taxes
for Federal and California state income taxes.


RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006
  COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2005


REVENUES

Oil and gas revenues increased by approximately 20% for the nine months ended
September 30, 2006 when compared with the same period for 2005.  Oil and gas
revenues increased by 28% due to higher average crude oil prices for the first
nine months of 2006.  The average price of the Company's oil and gas for the
first nine months of 2006 increased by approximately $14.00 per equivalent
barrel when compared with the same period for 2005.  Revenues decreased by 8%
due to lower crude oil production/shipments.  The Company's net revenue
share of crude oil production/sales volumes decreased by approximately 4,500
barrels for the nine months ended September 30, 2006.  The decrease in sales
volumes is due to a temporary decline in production on three leases offset by
an increase in production on the Anderson and the Santa Fe leases due to the
drilling and completion of two new wells that was put on production in 2006.

GAIN ON SALE OF FIXED ASSETS

The Company recognized a gain on the sale of fixed assets during the third
quarter of 2005 in the amount of approximately $292,000 with the sale of a
well servicing hoist.


OPERATING EXPENSES

Operating expenses increased by approximately 6% for the nine months ended
September 30, 2006, when compared with the same period for 2005.  The cost to
produce an equivalent barrel of crude oil increased by approximately $2.80 per
barrel for the nine months ended September 30, 2006, for a total cost of
approximately $21.75 per equivalent barrel, when compared with the same period
for 2005.  The increase in operating expenses is due to an increase of 6% in
labor costs, an increase of 3% in equipment rental, an increase of 2% in
insurance expense and a 2% increase in gas engine repairs and maintenance.
This was offset by a decrease of 6% in outside services and a 2% decrease in
waste water disposal.



<PAGE> 17

Labor costs increased due to an increase in hourly labor rates and a bonus
payment that was awarded to all employees.  The increase in labor costs was
necessary to ensure that the Company remained competitive with the local labor
market.  In addition, the Company hired an additional field level employee in
March of 2006.  Equipment rental increased due to rental of equipment for the
Anderson #6 well.  The Company rented a temporary crude oil storage tank,
blowout prevention equipment and gas flare for this well.  This accounted for
almost all of the increase in equipment rental. The reduction in the cost of
outside services is due to lower expenditures for well work-overs.  Fewer
work-overs were done in the first nine months of 2006 versus the same period
for 2005.


GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased by approximately 33% for the
nine months ended September 30, 2006.  The increase in general and
administrative expenses is due primarily to a 16% increase in salaries.  The
increase in salaries is due primarily to bonuses that were paid during the
third quarter of 2006 and salary increases that were effective July 1, 2006.
Audit fees increased by 6% due to the additional costs of complying with
Sarbanes-Oxley legislation.  Outside consulting fees of increased by 8% due to
the hiring of a petroleum engineer on a part-time basis.


TERMINATION COSTS

Reflects the costs of the termination agreement that was entered into between
the Company and Benny Hathaway, Vice President of the Company.  The Agreement
is effective September 30, 2005, and replaced the Employment Agreement that
had been in effect since February 21, 2002.  Mr. Benny Hathaway submitted his
voluntary resignation which was effective November 11, 2005.  The Agreement
provides for a termination payment of $400,000, which may be paid in three
equal annual installments of $133,334, beginning in December 2005.  Under the
terms of the Agreement, the Company will continue to provide health insurance
until the agreed upon termination payments have been paid, approximately two
years.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization increased by 20%
for the nine months ended September 30, 2006, when compared with the same
period for 2005. The increase is due primarily to a 20% increase in depletion
of the Companies oil and gas properties.  The increase in depletion is due
primarily to an increase in depletion on two of the Company's oil and gas
properties, the Santa Fe Energy and Anderson leases.  The increase on these
two properties is due primarily to higher crude oil production due to the
completion of two new wells in the second quarter of 2006 and a new well in
the third quarter of 2006.



<PAGE> 18

OTHER COSTS AND EXPENSES

Other costs and expenses increased by approximately $36,000.  The increase is
due primarily to the costs associated with the listing of the Company's common
stock on the American Stock Exchange (AMEX) that was effective August 21,
2006.


INTEREST INCOME

Interest income increased by approximately $28,000 due to higher interest
rates for the first nine months of 2006.


INCOME TAX PROVISION

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









<PAGE>
<PAGE> 19

                       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.  The following Form 8-K's were filed during the three months ended
             September 30, 2006.

              August 15, 2006 Press Release - Pyramid Oil Company Announces
              its Move to the American Stock Exchange and Second Quarter
              Results
<PAGE>
<PAGE> 20


                            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: January 23, 2007
                                            JOHN H. ALEXANDER
                                           ---------------------
                                            John H. Alexander
                                                President


Dated: January 23, 2007
                                            LEE G. CHRISTIANSON
                                           ---------------------
                                            Lee G. Christianson
                                          Chief Financial Officer
<PAGE>
PAGE <21>

           Certification By Principal Executive Officer Pursuant
          to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934,
     As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, John H. Alexander, the President of Pyramid Oil Company (the registrant),
certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Pyramid Oil
Company;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly report
     is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

     a)  all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

PAGE <22>

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


   Dated: January 23, 2007



                                      By:    JOHN H. ALEXANDER
                                          -----------------------
                                             John H. Alexander
                                          Chief Executive Officer
<PAGE>
PAGE <23>

           Certification By Principal Financial Officer Pursuant
          to Rule 13A-14 or 15D-14 of the SEC Exchange Act of 1934,
     As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lee G. Christianson, the Chief Financial Officer of Pyramid Oil Company
(the registrant), certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Pyramid Oil
Company;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly report
     is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

     a)  all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and


     b)  any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

PAGE <24>

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


  Dated: January 23, 2007



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