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

                               FORM  10-Q

 /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 2009

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

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

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

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

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.

             (Class)                      (Outstanding at March 31,2009)
    COMMON STOCK WITHOUT PAR VALUE                  4,677,728

<PAGE>  2
                           PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                              PYRAMID OIL COMPANY
                                BALANCE SHEETS
                                    ASSETS
<Table>
<Caption>                                     March 31,     December 31,
                                                2009            2008
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                  $   959,369    $ 1,793,563
  Short-term investments                       3,309,269      2,789,099
  Trade accounts receivable                      299,417        213,588
  Income taxes receivable                         25,555             --
  Crude oil inventory                             69,831         82,025
  Deferred income taxes                          112,000        108,000
  Prepaid expenses and other assets              158,164        186,353
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  4,933,605      5,172,628
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               15,845,056     15,755,472
  Capitalized asset retirement costs             382,550        382,550
  Drilling and operating equipment             2,109,993      2,109,993
  Land, buildings and improvements             1,065,371      1,065,371
  Automotive, office and other
    property and equipment                     1,162,324      1,162,324
                                             ------------   ------------
                                              20,565,294     20,475,710
  Less: accumulated depletion,
    depreciation, amortization
    and valuation allowance                  (16,305,471)   (16,147,157)
                                             ------------   ------------
                                               4,259,823      4,328,553
                                             ------------   ------------
OTHER ASSETS
  Deposits                                       250,000        250,000
  Deferred income taxes                          402,245        509,245
  Other assets                                    17,013         17,013
                                             ------------   ------------
                                              $9,862,686    $10,277,439
                                             ============   ============
<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>



<PAGE>  3
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
                                               March 31     December 31,
                                                 2009           2008
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                           $    67,282    $    40,820
  Accrued professional fees                      101,519        130,261
  Accrued taxes, other than income taxes          81,067         76,222
  Accrued payroll and related costs               69,185         50,451
  Accrued royalties payable                      144,088        132,472
  Accrued insurance                               40,480         59,096
  Accrued income taxes                                --        239,815
  Current maturities of long-term debt            24,135         23,901
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               527,756        753,038
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         14,518         20,640
                                             ------------   ------------

LIABILITY FOR ASSET RETIREMENT OBLIGATION      1,157,572      1,151,706
                                             ------------   ------------
COMMITMENTS (note 5)

STOCKHOLDERS' EQUITY:
  Preferred stock - no par value;
    10,000,000 authorized shares;
    no shares issued or outstanding                   --             --
  Common stock - no par value;
    50,000,000 authorized shares;
    4,677,728 shares issued and
    outstanding                                1,306,010      1,306,010
  Retained earnings                            6,856,830      7,046,045
                                             ------------   ------------
                                               8,162,840      8,352,055
                                             ------------   ------------
                                              $9,862,686    $10,277,439
                                             ============   ============

<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 March 31,
<Caption>                                        ---------------------------
                                                     2009           2008
                                                 ------------   ------------
  <S>                                            <C>            <C>
  REVENUES                                          $594,045     $1,589,896
                                                 ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                               351,350        422,806
    Exploration costs                                     --        (28,812)
    General and administrative                       225,304        232,512
    Taxes, other than income
      and payroll taxes                               48,298         35,510
    Provision for depletion,
      depreciation and amortization                  158,314        162,820
    Accretion expense                                  5,866          5,810
    Other costs and expenses                          24,171         19,552
                                                 ------------   ------------
                                                     813,303        850,198
                                                 ------------   ------------
  OPERATING INCOME (LOSS)                           (219,258)       739,698
                                                 ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                   26,475         22,077
    Other income                                       3,600          9,662
    Interest expense                                    (415)          (641)
                                                 ------------   ------------
                                                      29,660         31,098
                                                 ------------   ------------

INCOME BEFORE INCOME TAX PROVISION (BENEFIT)        (189,598)       770,796
    Income taxes
      Current                                       (103,383)        91,625
      Deferred                                       103,000       (155,100)
                                                 -----------    ------------
                                                    (    383)      ( 63,475)
                                                 ------------   ------------
 NET INCOME (LOSS)                                 $(189,215)      $834,271
                                                 ============   ============

<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 March 31,
<Caption>                                        ---------------------------
                                                     2009           2008
                                                 ------------   ------------
<S>                                              <C>            <C>
 EARNINGS PER COMMON SHARE
   Basic Income (Loss) Per Common Share               $(0.04)        $ 0.18
                                                 ============   ============
   Diluted Income (Loss) Per Common Share             $(0.04)        $ 0.18
                                                 ============   ============
Weighted average number of
    common shares outstanding                      4,677,728      4,677,728
                                                 ============   ============
Diluted average number of
    common shares outstanding                      4,677,728      4,677,728
                                                 ============   ============
<FN>

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

</Table>



























<PAGE> 6

                           PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


<Table>
<Caption>                                         Three months ended March 31,
                                                      2009           2008
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss)                                 $(189,215)     $ 834,271

  Adjustments to reconcile net income (loss)
    to cash provided by (used in)
    operating activities:
      Provision for depletion,
        depreciation and amortization                 158,314        162,820
      Accretion expense                                 5,866          5,810
      Exploration costs                                    --        (28,812)
      Severance award agreement                            --         (1,600)
      Deferred taxes                                  103,000       (155,100)

  Changes in assets and liabilities:
    Increase in trade accounts, interest
      and income taxes receivable                    (111,384)      (241,855)
    Decrease (increase) in
      crude oil inventories                            12,194        ( 9,487)
    Decrease in prepaid expenses                       28,489         31,189
    (Decrease) increase in accounts payable
      and accrued liabilities                        (225,516)       363,594
                                                     ---------      ---------
    Net cash (used in) provided by
      operating activities                           (218,252)       960,830
                                                     ---------      ---------

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














<PAGE> 7

                           PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


<Table>
<Caption>                                         Three months ended March 31,
                                                      2009           2008
                                                  ------------   ------------
<S>                                               <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                              $( 89,584)    $ (720,987)
  Purchase of short-term investments                 (500,000)            --
  Increase in short-term investments                  (20,170)       (13,289)
                                                    ----------     ----------
  Net cash used in investing activities              (609,754)      (734,276)
                                                    ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Principal payments on long-term debt               ( 5,888)       ( 6,957)
   Loans to employees                                 (   500)       ( 1,500)
   Principal payments from loans to employees             200            300
                                                    ----------      ---------
  Net cash used in financing activities                (6,188)       ( 8,157)
                                                    ----------      ---------
Net (decrease) increase in cash                      (834,194)       218,397

Cash at beginning of period                         1,793,563        618,448
                                                    ----------     ----------
Cash at end of period                               $ 959,369      $ 836,845
                                                    ==========     ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid during the three months for interest    $     415     $      641
                                                     =========     ==========

  Cash paid during the three months
    for income taxes                                $ 161,987      $ 144,687
                                                     =========     ==========

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








<PAGE> 8                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2009
                                  (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, 2008 Form 10-K which is incorporated herein by reference.  The
financial data presented herein should be read in conjunction with the
Company's December 31, 2008 financial statements and notes thereto, contained
in the Company's Form 10-K.

In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of March 31, 2009 and the results of its operations and
its cash flows for the three month periods ended March 31, 2009 and 2008.  The
results of operations for any interim period are not necessarily indicative of
the results to be expected for a full year.

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

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





<PAGE> 9

2.  Impact of Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles.  SFAS No. 162 identifies the sources of accounting
principles to be used in the preparation of financial statements of non-
governmental entities that are presented in conformity with generally accepted
accounting principles (GAAP) in the United States.  This Statement is
effective 60 days following the SEC's approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles.
The Company currently adheres to the hierarchy of GAAP as presented in SFAS
No. 162, and does not expect its adoption will have a material impact on its
results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 141(R) (Revised 2007), Business
Combinations.  The objective of SFAS No. 141(R) is to improve reporting by
creating greater consistency in the accounting and financial reporting of
business combinations, resulting in more complete, comparable and relevant
information for investors and other users of financial statements.  SFAS No.
141(R) requires the acquiring entity in a business combination to recognize
all (and only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the measurement objective for
all assets acquired and liabilities assumed; and requires the acquirer to
disclose to investors and other users all of the information they need to
evaluate and understand the nature and financial effect of the business
combination.  SFAS No. 141(R) includes both core principles and pertinent
application guidance, eliminating the need for numerous Emerging Issues Task
Force (EITF) issues and other interpretative guidance, thereby reducing the
complexity of existing United States GAAP.  SFAS No. 141(R) is effective as of
the start of fiscal years beginning after December 15, 2008.  Early adoption
is not allowed.  The Company has adopted SFAS no. 141(R) but the impact will
not be known until there is a business acquisition.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements.  SFAS No. 160 improves the relevance,
comparability, and transparency of financial information provided to investors
by requiring all entities to report non-controlling (minority) interests in
subsidiaries in the same way as equity in the consolidated financial
statements.  Moreover, SFAS No. 160 eliminates the diversity that currently
exists in accounting for transactions between an entity and non-controlling
interests by requiring they be treated as equity transactions.  SFAS No. 160
is effective as of the start of fiscal years beginning after December 15,
2008.  Early adoption is not allowed.  The Company has adopted SFAS No. 160
and does not expect its adoption will have a material impact on its results of
operations and financial condition.


3.  Dividends

No cash dividends were paid during the three months ended March 31, 2009 and
2008.


<PAGE> 10

4.  Income Taxes

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

The Company files income tax returns in the U.S. federal jurisdiction,
California and New York states.  With few exceptions, the Company is no longer
subject to U.S. federal tax examination for the years before 2005.  State
jurisdictions that remain subject to examination range from 2004 to 2008.  The
Company does not believe there will be any material changes in its
unrecognized tax positions over the next 12 months.

The Company policy is to recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense.  As of the
date of adoption of FIN 48, the Company did not have any accrued interest or
penalties associated with any unrecognized tax benefits, nor was any interest
expense recognized during the quarter.


5.  Commitments

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

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






<PAGE> 11

6.  Income Tax Provision

The Company recognized a net income tax benefit of $383 for the first
quarter of 2009 compared to income tax benefit of $63,475 for the same period
in 2008.  Income tax benefits were realized by the Company in the first
quarter of 2009, due primarily to net operating loss carrybacks.  Income tax
benefits were realized by the Company in the first quarter of 2008, due to the
utilization of statutory depletion allowance carryovers that became available
to the Company as a result of significant market increases in the price of
oil.  Income tax benefits were realized as a result of adjustments to the
Company's deferred tax asset valuation allowance account.

Net income tax benefit for the first quarter of 2009 was calculated as
follows:

                                    Federal       State      Total
                                    --------    ---------  --------
         Current tax benefit       $( 89,000)   $ (14,383) $(103,383)
         Deferred tax provision       88,000       15,000    103,000
                                     -------      -------    -------
                                   $(  1,000)    $    617  $(    383)
                                     =======       ======    =======

Deferred income taxes are recognized using the asset and liability method by
applying income tax rates to cumulative temporary differences based on when
and how they are expected to affect the tax returns.  Deferred tax assets and
liabilities are adjusted for income tax rate changes.  Deferred income tax
assets have been offset by a valuation allowance of $1,762,000 as of March 31,
2009.  Management reviews deferred income taxes regularly throughout the year,
and accordingly makes any necessary adjustments to properly reflect the
valuation allowance based upon current financial trends and projected results.


7.  Severance Award Agreements

On January 9, 2007, the Company and John Alexander entered into a Severance
Award Agreement pursuant to which the Company awarded Mr. Alexander a
supplemental payment in connection with his future severance of employment
with the Company and recorded a liability for share-based compensation of
$65,400.  Mr. Alexander serves as the Company's Chief Executive Officer.
Pursuant to the Severance Award Agreement and following the termination of Mr.
Alexander's employment, he will be entitled to receive (at the Company's
option) 25,000 shares of the Company's common stock or the then-fair market
value of the shares.  The Company intends to deliver the Company's common
shares for the Severance Award; therefore, in accordance with SFAS 123(R),
management has classified the liability for share-based compensation to
stockholders' equity during the year ended December 31, 2008.

On December 30, 2008, the Company and John Alexander entered into a Severance
Award Agreement pursuant to which the Company awarded Mr. Alexander a
supplemental payment in connection with his future severance of employment
with the Company and recorded an increase to stockholders' equity of $100,000.

<PAGE> 12

Pursuant to the Severance Award Agreement and following the termination of Mr.
Alexander's employment, he will be entitled to receive (at the Company's
option) 25,000 shares of the Company's common stock or the then-fair market
value of the shares.  As of December 31, 2008, the Company intends to deliver
the Company's common shares for the Severance Award; therefore, in accordance
with SFAS 123(R), management has classified the share-based compensation as
stockholders' equity at December 31, 2008.


8.  Incentive and Retention Plan

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


9.  Related-party Transaction

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


10.  Investor Relations Consultants

On March 12, 2008, the Company entered into an agreement with Pfeiffer High
Investor Relations, Inc. (PHIR) pursuant to which PHIR will serve as an
investor relations consultant to the Company.  PHIR will receive a monthly fee
of $5,000 and will be reimbursed for approved out-of-pocket expenses.  The
agreement also provides for the payment of a 1.5% finder's fee to PHIR upon
the closing of a specified transaction, such as a merger, a sale of assets or
a sale of equity securities, if PHIR is responsible for initiating the
transaction.

The Company and PHIR mutually decided to extend the agreement after its
initial six-month term, the Company granted to PHIR's two principals, fully
vested warrants to purchase a total of 25,000 shares of the Company's common
stock at an exercise price of $3.20 per share.  The warrants will have a

<PAGE> 13

two-year term, will be assignable and will have piggyback registration rights
and cashless exercise provisions.  See Note 11.

The Company and PHIR verbally agreed to extend the arrangement on a
month-to-month basis. Effective April 1, 2009, the Company and PHIR verbally
agreed to reduce the monthly fee from $5,000 to $2,500.


11.  Warrants Issued

Effective, November 13, 2008, the Company's Board of Directors approved the
issuance of warrants to Pfeiffer High Investor Relations, Inc. (PHIR).  The
Company approved the issuance of 25,000 shares of common stock at an exercise
price of $3.20 per share.  The warrants will have a two-year term, will be
assignable and will have piggyback registration rights and cashless exercise
provisions.  The Company valued the warrants using the Black-Scholes model
using inputs of a 2 year expected life, 135% volatility and a 1.19% risk free
interest rate.  The Company recorded stock based compensation of $69,000 for
the period ended December 31, 2008.

The Company has adopted SFAS 123(R) which requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees, directors and consultants based on estimated fair values.  SFAS
123(R) requires companies to estimate the fair value of the award that is
ultimately expected to vest to be recognized as expense.  SFAS 123(R) require
companies to estimate the fair value of share-based payment awards on the date
of the grant using an option-pricing model.  The value of the award that is
ultimately expected to vest is recognized as expense over the requisite
service periods.

The Company's determination of fair value of share-based payment awards on the
date of grant uses the Black-Scholes model, which is affected by the Company's
stock price as well as assumptions regarding a number of complex and
subjective variables.  These variables include, but are not limited to, the
expected stock price volatility over the expected term of the awards, and
actual and projected option exercise behaviors.  The Company estimated
expected volatility using historical data.  The fair value of each warrant was
estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions:

               Risk-free interest rate                1.19%
               Expected term (years)                   2.0
               Volatility                              135%
               Expected annual dividends                -
               Stock price at November 13, 2008      $3.96








<PAGE> 14

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

                         IMPACT OF CHANGING PRICES

The Company's revenue is affected by crude oil prices paid by the major oil
companies.  Average crude oil prices for the first quarter of 2009 decreased
by approximately 51% ($52.76 per equivalent barrel) when compared with the
same period for 2008.  During the first quarter of 2009, the Company
experienced 60 separate price changes compared with 59 price changes during
the same period for 2008.  The Company cannot predict the future course of
crude oil prices.


                    LIQUIDITY AND CAPITAL RESOURCES

Cash decreased by $834,194 for the three months ended March 31, 2009.  During
the first quarter of 2009, operating activities used cash of $218,252.
Additional cash was used for the purchase of short-term investments of
$500,000, capital spending of $89,584 and payments on long-term debt of
$20,170.  See the Statements of Cash Flows for additional detailed
information.  The Company had available a line of credit of $500,000 and
short-term investments of $3,309,269 that provided additional liquidity during
the first quarter of 2009.


                        FORWARD LOOKING INFORMATION

Looking forward into the balance of fiscal 2009, crude oil prices have
increased by $21.30 per barrel.

Pyramid remains well positioned to endure the price volatility in the energy
markets, as well as uncertainty in the broader economy.  At March 31, 2009,
the Company had $4.3 million in cash reserves and a negligible level of long-
term debt.

In light of the declines in oil and gas prices as compared with recent all-
time highs, management is continuing to evaluate opportunities to acquire oil
and gas assets at more attractive valuations than have been available in
recent years.

In the Company's Texas natural gas joint venture, the re-entry depth
objectives on a previously abandoned well have been reached.  The original re-
entry program was modified in April 2009 due to well conditions, and a
drilling rig was brought in to sidetrack the last 800 feet.  The depth
objective was reached on May 8, 2009, and casing was subsequently run and
cemented.  Management believes that within two to three weeks, the well will
be perforated, tested and put on production.  The Company will issue a news
release once this well is on production.




PAGE <15>

The Company remains focused on operations at its core Carneros Creek field in
Kern County, California, and will continue to evaluate the possibility of
drilling a previously postponed development well there sometime during the
second half of 2009.

Management continues to seek and evaluate opportunities within the energy
sector to enhance the value of the Company.  Pyramid's growth during the
balance of 2009 will be highly dependant on the level of success the Company
has in its operations and capital investments, including the outcome of wells
that have not yet been drilled.  The Company's capital investment program may
be modified during the year due to exploration and development successes or
failures, market conditions and other variables.  The production and sales of
oil and gas involves many complex processes that are subject to numerous
uncertainties, including reservoir risk, mechanical failures, human error and
market conditions.

The Company has positioned itself, over the past several years, to withstand
various types of economic uncertainties, with a program of consolidating
operations on certain producing properties and concentrating on properties
that provide the major revenue sources.  The drilling of a new well and
several limited work-overs of certain wells have allowed the Company to
maintain its crude oil reserves for the last three years.  The Company expects
to maintain its reserve base in 2009 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 2008.  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

PAGE <16>

report and the Company expressly disclaims any obligation to update or revise
any forward-looking statements found herein to reflect any changes in Company
expectations or results or any change in events.  Factors that could cause
results to differ materially include, but are not limited to: the timing and
extent of changes in commodity prices of oil, gas and electricity,
environmental risk, drilling and operational costs, uncertainties about
estimates of reserves and government regulations.


       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2009
  COMPARED TO THE QUARTER ENDED MARCH 31, 2008


REVENUES

The decrease in revenues of $995,851 is due primarily to lower average prices
for the first quarter of 2009.  Oil and gas revenues decreased by 63% for the
three months ended March 31, 2009 when compared with the same period for 2008.
Oil and gas revenues decreased by 51% due to substantially lower average crude
oil prices for the first quarter of 2009.  The average price of the Company's
oil and gas for the first quarter of 2009 decreased by approximately $52.76
per equivalent barrel when compared to the same period of 2008.  Revenues also
decreased by approximately 12% due to lower crude oil production/sales.  The
Company's net revenue share of crude oil production decreased by approximately
2,000 barrels for the first three months of 2009.  The decrease in crude oil
production is primarily the result of the decline in production on the
Company's Anderson lease.


OPERATING EXPENSES

Operating expenses decreased by $71,456 for the first quarter of 2009.
Operating expenses decreased by 17% for the first quarter of 2009.  The cost
to produce an equivalent barrel of crude oil during the first quarter of
2009 was approximately $23.00 per barrel, a decrease of approximately $1.40
per barrel when compared with production costs for the first quarter of 2008.
The decrease in lease operating expenses is caused by many factors.  These
include lower costs for parts and supplies, equipment fuel, pump repairs and
production equipment repair and maintenance.

Parts and supplies as a component of total operating expenses decreased by
approximately 7% due to a reduction in maintenance activities.  The Company
reduced its maintenance activities as a result of the lower crude oil sales
prices.  Equipment fuel as a component of total operating expenses was lower
by approximately 4% due to lower overall maintenance activities and lower
prices for gasoline and diesel during the first quarter of 2009.  Pump repairs
as a component of total operating expenses were lower by approximately 4% due
to the decline in maintenance work in the first quarter of 2009 and the
replacement of down-hole pumps in prior years with more expensive pumps that
are more efficient and have better longevity.  Production equipment repair and

<PAGE> 17

maintenance as a component of total operating expenses decreased by
approximately 4% due to a reduction in maintenance activities.


EXPLORATION COSTS

In the first quarter of 2008, the Company received a payment, from it's joint
venture partner, in the amount of $28,812 for its share of certain tangible
completion equipment on an exploratory well that had been abandoned in 2006.


GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased by $7,208.  General and
administrative expenses decreased by approximately 3% for the first three
months of 2008 when compared with the same period for 2007.  Professional fees
as a component of total general and administrative expenses decreased by
approximately 5% for the three months ended March 31, 2009, due primarily to a
decrease in fees billed.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by
$4,506.  The provision for depletion, depreciation and amortization decreased
by approximately 3% for the first quarter of 2009, when compared with the same
period for 2008.  The decrease is due primarily to a decrease in depletion of
the Companies oil and gas properties.  The decrease in depletion is due
primarily to a decrease in crude oil production for the first quarter of 2009.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

          Not Applicable

Item 4.  Controls and Procedures

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

There was no change in our internal control over financial reporting that
occurred during the quarter ended March 31, 2009 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
<PAGE>
<PAGE> 18
                          PART II - OTHER INFORMATION


Item 1.  -  Legal Proceedings

               None

Item 1A. -  Risk Factors

     See the risk factors that are included in the Company's Annual Report on
Form 10K for the fiscal year ended December 31, 2008.

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

               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

     a.  Exhibits

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

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

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

        32.2  Certification of the Registrant's Principal Financial Officer
              under 18 U.S.C. Section 1350, as adopted pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002. 
<PAGE>
<PAGE> 19


                            SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                           PYRAMID OIL COMPANY
                                              (registrant)



Dated:  May 14, 2009                         JOHN H. ALEXANDER
                                           ---------------------
                                             John H. Alexander
                                                 President


Dated:  May 14, 2009                        LEE G. CHRISTIANSON
                                           ---------------------
                                            Lee G. Christianson
                                          Chief Financial Officer