<PAGE> 1

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

                               FORM  10-QSB

 /X/ QUARTERLY REPORT UNDER TO SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 2007

                                     OR

 / / TRANSITION REPORT UNDER TO SECTION 13 OR 15 (D) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                For the transition period from        to


                       Commission File Number 0-5525


                             PYRAMID OIL COMPANY
           (Exact name of registrant as specified in its charter)

              CALIFORNIA                                 94-0787340
     (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization)             Identification Number)

            2008 - 21ST. STREET,
          BAKERSFIELD, CALIFORNIA                       93301
     (Address of principal executive offices)         (Zip Code)

                               (661) 325-1000
             (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

               Yes   X                             No

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

        COMMON STOCK WITHOUT PAR VALUE                  3,741,721
                (Class)                      (Outstanding at March 31, 2007)

<PAGE>
<PAGE>  2
                           PART I - FINANCIAL STATEMENTS

Item 1.      Financial Statements

                              PYRAMID OIL COMPANY
                                BALANCE SHEETS
                                    ASSETS
<Table>
<Caption>
                                              March 31,     December 31,
                                                 2007           2006
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  400,002     $  619,001
  Short-term investments                       1,264,053      1,450,910
  Trade accounts receivable                      438,650        324,495
  Interest receivable                              4,681             --
  Crude oil inventory                             72,898         56,539
  Prepaid expenses                               121,090        152,899
  Income taxes receivable                        179,630        193,130
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  2,481,004      2,796,974
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               13,459,070     12,891,756
  Capitalized asset retirement costs             306,359        304,199
  Drilling and operating equipment             2,012,246      2,008,397
  Land, buildings and improvements               978,702        978,702
  Automotive, office and other
    property and equipment                     1,071,932      1,068,670
                                             ------------   ------------
                                              17,828,309     17,251,724
  Less: accumulated depletion,
    depreciation, amortization
    and valuation allowance                  (13,717,840)   (13,620,171)
                                             ------------   ------------
                                               4,110,469      3,631,553
                                             ------------   ------------
OTHER ASSETS
  Deposits                                       250,000        250,000
  Other assets                                     7,380          7,380
  Assets held for resale                           9,633          9,633
                                             ------------   ------------
                                              $6,858,486     $6,695,540
                                             ============   ============
<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,
                                                 2007           2006
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                           $    57,183    $    69,060
  Accrued professional fees                       49,955         50,114
  Accrued taxes, other than income taxes          45,570         45,570
  Accrued payroll and related costs               57,455         60,374
  Accrued royalties payable                      149,567        136,826
  Accrued insurance                               44,000         62,857
  Accrued termination costs                      142,157        142,157
  Line of credit                                  50,000             --
  Current maturities of long-term debt            21,931         25,965
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               617,818        592,923
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities          4,465         11,334
                                             ------------   ------------
LIABILITY FOR SHARE BASED COMPENSATION            79,200             --
                                             ------------   ------------
LIABILITY FOR ASSET RETIREMENT OBLIGATION        990,180        982,389
                                             ------------   ------------
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;
    3,741,721 shares issued and
    outstanding                                1,071,610      1,071,610
  Retained earnings                            4,095,213      4,037,284
                                             ------------   ------------
                                               5,166,823      5,108,894
                                             ------------   ------------
                                              $6,858,486     $6,695,540
                                             ============   ============

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




<PAGE>  4
                           PYRAMID OIL COMPANY
                         STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<Table>
<Caption>
                                                 Three months ended March 31,
                                                 ---------------------------
                                                     2007           2006
                                                 ------------   ------------
  <S>                                            <C>            <C>
  REVENUES                                          $826,180       $912,211
                                                 ------------   ------------
  COSTS AND EXPENSES:
    Operating expenses                               362,663        344,500
    Exploration costs                                  4,835             --
    General and administrative                       275,154        116,377
    Taxes, other than income
      and payroll taxes                               27,156         17,347
    Provision for depletion,
      depreciation and amortization                   97,670         60,592
    Accretion expense                                  5,631          4,809
    Other costs and expenses                           8,692          8,458
                                                 ------------   ------------
                                                     781,801        552,083
                                                 ------------   ------------
  OPERATING INCOME                                    44,379        360,128
                                                 ------------   ------------
  OTHER INCOME (EXPENSE):
    Interest income                                   23,789          6,918
    Other income                                       3,600          3,600
    Interest expense                                    ( 14)          (218)
                                                 ------------   ------------
                                                      27,375         10,300
                                                 ------------   ------------
 INCOME BEFORE INCOME
   TAX PROVISION                                      71,754        370,428
    Income tax provision                              13,825         91,825
                                                 ------------   ------------
 NET INCOME                                         $ 57,929       $278,603
                                                 ============   ============
 EARNINGS PER COMMON SHARE
   Basic Income Per Common Share                      $ 0.02         $ 0.07
                                                 ============   ============
   Diluted Income Per Common Share                    $ 0.02         $ 0.07
                                                 ============   ============
Weighted average number of
    common shares outstanding                      3,741,721      3,741,721
                                                 ============   ============
<FN>
The Accompanying Notes are an Integral Part of These Financial Statements.
</Table>



<PAGE> 5

                           PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)


<Table>
<Caption>                                         Three months ended March 31,
                                                      2007           2006
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                        $  57,929      $ 278,603

  Adjustments to reconcile net income
    to cash provided by (used in)
    operating activities:
      Provision for depletion,
        depreciation and amortization                  97,670         60,592
      Accretion expense                                 5,631          4,809
      Exploration costs                                 4,835             --
      Severance award agreement                        79,200             --

  Changes in assets and liabilities:
    Increase in trade accounts
      and interest receivable                        (118,480)      ( 48,428)
    Decrease (increase) in
      crude oil inventories                           (16,359)        16,762
    Decrease in prepaid expenses                       31,809         19,485
    Increase (Decrease) in accounts payable
      and accrued liabilities                         (21,071)        55,083
                                                     ---------      ---------
    Net cash provided by operating activities         121,164        386,906
                                                     ---------      ---------

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,
                                                      2007           2006
                                                  ------------   ------------
<S>                                               <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                              $(579,260)   $(1,183,642)
  Redemption of certificate of deposit                200,000             --
  Increase in other deposits                               --         (1,380)
                                                    ----------     ----------
  Net cash used in investing activities              (379,260)    (1,185,022)
                                                    ----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Principal payments on long-term debt               (10,903)       ( 9,778)
   Proceeds from issuance of long-term debt                --         32,393
   Proceeds from line of credit                        50,000             --
   Loans to employees                                      --        ( 3,000)
   Principal payments from loans to employees              --          3,303
                                                    ----------      ---------
Net cash provided by (used in)
     financing activities                              39,097         22,918
                                                    ----------      ---------
Net decrease in cash                                 (218,999)     ( 775,198)

Cash at beginning of period                           619,001      1,300,475
                                                    ----------     ----------
Cash at end of period                               $ 400,002     $  525,277
                                                    ==========     ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid during the three months for interest        $  14         $  342
                                                     =========      =========

  Cash paid during the three months for income taxes    $ 325         $  325
                                                     =========      =========

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






<PAGE> 7                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2007
                                  (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, 2006 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, 2006 financial statements and notes thereto, contained
in the Company's Form 10-KSB.

In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of March 31, 2007 and the results of its operations and
its cash flows for the three month periods ended March 31, 2007 and 2006.  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> 8

(2) IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115 (SFAS No. 159).  SFAS No. 159 permits us to choose to
measure certain financial assets and liabilities at fair value that are not
currently required to be measured at fair value (i.e. the Fair Value Option).
Election of the Fair Value Option is made on an instrument-by-instrument basis
and is irrevocable.  At the adoption date, unrealized gains and losses on
financial assets and liabilities for which the Fair Value Option has been
elected would be reported as a cumulative adjustment to beginning retained
earnings.  If we elect the Fair Value Option for certain financial assets and
liabilities, we will report unrealized gains and losses due to changes in
their fair value in earnings at each subsequent reporting date.  SFAS No. 159
is effective for the Company as of January 1, 2008.  We are currently
evaluating the potential impact of adopting SFAS No. 159 on our financial
statements.


On December 31, 2006, the Company adopted the recognition requirements of SFAS
Statement No. 158, Employers' Accounting for Defined Benefit Pension and Other
Post-retirement Plans (an amendment of FASB Statements No. 87, 88, 106, and
132R).  Issued in September 2006, SFAS No. 158 completed the first phase of
FASB's comprehensive project to improve the accounting and reporting for
defined benefit pension and other postretirement plans. FAS No. 158 requires
an employer to:

      Recognize the funded status of a benefit plan - measured as the
difference between plan assets at fair value (with limited exceptions) and the
benefit obligation - in its consolidated balance sheet.  For a pension plan,
the benefit obligation is the projected benefit obligation; for any other
post-retirement benefit plan, such as a retiree health care plan, the benefit
obligation is the accumulated post-retirement benefit obligation.

     Recognize as a component of other comprehensive income (loss), net of
tax, the gains or losses and prior service costs or credits that arise during
the period but are not recognized as components of net periodic benefit cost
pursuant to FASB Statement No. 87, Employers Accounting for Pensions, or No.
106, Employers Accounting for Post-retirement Benefits Other Than Pensions.
Amounts recognized in accumulated other comprehensive income, including the
gains or losses, prior service costs or credits, and the transition assets or
obligations remaining from the initial application of Statements 87 and 106,
are adjusted as they are subsequently recognized as components of net periodic
benefit cost pursuant to the recognition and amortization provisions of those
Statements.

     Measure defined benefit plan assets and obligations as of the date of the
employers fiscal year-end consolidated balance sheet (with limited
exceptions).



<PAGE> 9

    Disclose in the notes to financial statements additional information about
certain effects on net periodic benefit cost for the next fiscal year that
arise from delayed recognition of the gains or losses, prior service costs or
credits, and transition assets or obligations.

An employer with publicly traded equity securities is required to initially
recognize the funded status of a defined benefit post-retirement plan and to
provide the required disclosures as of the end of the fiscal year ending after
December 15, 2006.  The Company does not expect the adoption to have a
material impact on the Company's financial position or results of operations,
since the Company has not participated in such activities covered under this
pronouncement.


(3)  DIVIDENDS

No cash dividends were paid during the three months ended March 31, 2007 and
2006.


(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 2003.  State
jurisdictions that remain subject to examination range from 2002 to 2006.  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.

<PAGE> 10

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.


(6) INCOME TAX PROVISION

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


(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 March 31, 2007                  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) SEVERANCE AWARD AGREEMENT

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.  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

<PAGE> 11

the Company's option) 20,000 shares of the Company's common stock or the
then-fair market value of the shares.  The closing price of a share of the
Company's common stock on March 31, 2007 was $3.96.


(10) 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.


(11) 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 $67,000 during the first
quarter of 2007.


                  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 2007 decreased
by approximately $2.30 per equivalent barrel when compared with the same
period for 2006.  During the first quarter of 2007 the Company experienced 59
separate price changes compared with 59 price changes during the same period
for 2006.  The Company cannot predict the future course of crude oil prices.


                    LIQUIDITY AND CAPITAL RESOURCES

Cash decreased by $218,999 for the three months ended March 31, 2007.  During
the first quarter of 2007, operating activities provided cash of $121,164.
Capital spending of $579,260 reduced cash for the first quarter of 2007.  Cash
was provided during the first quarter of 2007 by redemption of certificates of
deposit in the amount of $200,000 and proceeds from the line of credit in the

<PAGE> 12

amount of $50,000.  See the Statements of Cash Flows for additional detailed
information.  A $500,000 line of credit, $50,000 utilized at March 31, 2007,
and short-term investments of $1,264,053 provided additional liquidity during
the first quarter of 2007.


                        FORWARD LOOKING INFORMATION

Crude oil prices have increased by $1.50 per barrel as of May 11, 2007,
compared to prices at December 31, 2006.  There have been 86 separate price
changes since December 31, 2006.

In the first quarter, the Company drilled and completed a new well on its
Anderson property located in the Carneros Creek field.  The well successfully
penetrated four oil formations and after completion the well was simulated by
a sand-oil fracturing process.  The well has been averaging approximately 35
barrels per day of clean 31 gravity oil.  The well has three oil zones behind
pipe.

The Company plans to drill one or more additional wells in the Carneros Creek
area later this year when a drilling rig becomes available.  In addition to
new drilling, the Company plans to re-work and stimulate several existing
wells, with expectations of increasing oil production.

In April and early May, the Company participated in discussions with an out of
state oil company on the possibility of the Company investing in some oil and
gas properties in the Rocky Mountain area.  During the Company's initial due
diligence, certain title issues were identified on several of the properties.
Management has decided to wait and see if the title issues can be
satisfactorily resolved, in a reasonable time frame, before doing any
additional work.  The Company's decision whether or not to participate in this
prospect will depend on factors beyond the title issues.

The Company's growth in 2007 will be highly dependant on the amount of success
that 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.

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 2007, by drilling new wells and routine
maintenance of its existing wells.



<PAGE> 13

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 2006.  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
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.




PAGE <14>

There was no change in our internal control over financial reporting that
occurred during the quarter ended March 31, 2007 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 MARCH 31, 2007
  COMPARED TO THE QUARTER ENDED MARCH 31, 2006

REVENUES

Oil and gas revenue decreased by 9.4% for the three months ended March 31,
2007 when compared with the same period for 2006.  Oil and gas revenue
decreased by 3.9% due to lower average crude oil prices for the first quarter
of 2007.  The average price of the Company's oil and gas for the first quarter
of 2007 decreased by approximately $2.30 per equivalent barrel when compared
to the same period of 2006.  Revenues declined by approximately 5.5% due to
lower crude oil production/sales.  The Company's net revenue share of crude
oil production decreased by approximately 900 barrels for the first three
months of 2007.  The decrease in crude oil production is primarily the result
of a decline in production on certain of the Company's properties.

OPERATING EXPENSES

Operating expenses increased by 5.3% for the first quarter of 2007.  The cost
to produce an equivalent barrel of crude oil during the first quarter of
2007 was $23.31 per barrel, an increase of approximately $2.39 per barrel when
compared with production costs for the first quarter of 2006.  Labor costs
increased by 7.5% for the quarter ended March 31, 2007 due primarily to a
bonus payment of $20,000 made to the Company's field supervisor.

This was offset by a decrease in operating expenses for the first quarter of
2007 due to the adjustment to the ending crude oil inventory.  The Company
adjusts the carrying value of its crude oil inventory at the end of each
quarter based on quarter ending volumes and costs of production.  The
difference between the inventory adjustment at the end of the first quarter of
2007 compared with the adjustment recorded at the end of the first quarter of
2006 resulted in a decrease in operating expenses.

GENERAL AND ADMINISTRATIVE

General and administrative expenses increased by approximately 136% for the
first three months of 2007 when compared with the same period for 2006.
Compensation costs increased by 68% due to the approval of the Severance Award
Agreement by the Board of Directors on January 9, 2007.  Accounting and
professional fees increased by 56% for the three months ended March 31, 2007,
due to both an increase in those fees and the timing of billings related to
those fees.  The Company's audit fees are reflected as increasing by 50%.
Salaries of administrative employees increased by 10% due to salary increases
that were effective on June 1, 2006 and July 1, 2006.

PAGE <15>


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization increased by 61%
for the first quarter of 2007, when compared with the same period for 2006.
The increase is due primarily to a 53.5% increase in depletion of the
Companies oil and gas properties.  The increase in depletion is due primarily
to an increase in the depletable base of oil and gas properties due to the
drilling of three new wells in 2006.


INCOME TAX PROVISION

The Company's income tax provision consists mainly of current estimated taxes
for Federal and California state income taxes.  The decrease in taxes for the
first quarter of 2007 is due to lower net income for the first quarter of
2007.

<PAGE>
<PAGE> 16

                       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  Certification by Chief Executive Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

        99.2  Certification by Chief Financial Officer pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002.

     b.  The following Form 8-K's were filed during the three months
           ended March 31, 2007.

           January 15, 2007 - The Company's Board of Directors Approves
            Severance Award Agreement dated as of January 9, 2007
            Between Pyramid Oil Company and John Alexander and the Incentive
            and Retention Plan of Pyramid Oil Company.

           January 22, 2007 Press Release - Pyramid Oil Company Begins
             Drilling Operations at its Carneros Creek Field

           March 21, 2007 Press Release - Pyramid Oil Announces Results
             From New Well

<PAGE>
<PAGE> 17


                            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, 2007                         JOHN H. ALEXANDER
                                           ---------------------
                                             John H. Alexander
                                                 President


Dated:  May 14, 2007                        LEE G. CHRISTIANSON
                                           ---------------------
                                            Lee G. Christianson
                                          Chief Financial Officer
<PAGE>
PAGE <18>

           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 <19>

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: May 14, 2007



                                      By:    JOHN H. ALEXANDER
                                          -----------------------
                                             John H. Alexander
                                          Chief Executive Officer
<PAGE>
PAGE <20>

           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 <21>

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: May 14, 2006



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