<PAGE> 1

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

                               FORM  10-QSB

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

 / / For the quarterly period ended June 30, 2003

                                OR

     Transition report pursuant to section 13 or 15 (d) of the Securities
     Exchange Act of 1934

     For the transition period from             to

                          -------------------------
                        Commission File Number 0-5525
                          -------------------------

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

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

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

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

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

               Yes   X                             No
     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period covered by this report.

        COMMON STOCK WITHOUT PAR VALUE                  2,494,430
                (Class)                      (Outstanding at June 30, 2003)




<PAGE>  2
FINANCIAL STATEMENTS
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                                  ASSETS
<Table>
<Caption>
                                               June 30,     December 31,
                                                 2003           2002
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT ASSETS:
  Cash and cash equivalents                   $  633,817     $  502,839
  Short-term investments                         850,000        850,000
  Trade accounts receivable                      215,149        201,777
  Interest receivable                             57,790         54,689
  Crude oil inventory                             51,795         50,153
  Prepaid expenses                                47,566        103,324
  Deferred income taxes                           18,166         22,911
                                             ------------   ------------
         TOTAL CURRENT ASSETS                  1,874,283      1,785,693
                                             ------------   ------------

PROPERTY AND EQUIPMENT, at cost
  Oil and gas properties and equipment
    (successful efforts method)               10,733,670     10,521,514
  Capitalized asset retirement costs             272,649             --
  Drilling and operating equipment             2,793,674      2,793,674
  Land, buildings and improvements               936,681        936,681
  Automotive, office and other
    property and equipment                       977,657        970,314
                                             ------------   ------------
                                              15,714,331     15,222,183
  Less: accumulated depletion,
      depreciation, amortization
      and valuation allowance                (13,847,307)   (13,570,579)
                                             ------------   ------------
                                               1,867,024      1,651,604
                                             ------------   ------------

                                              $3,741,307     $3,437,297
                                             ============   ============

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








<PAGE>  3
                            PYRAMID OIL COMPANY
                              BALANCE SHEETS
                     LIABILITIES AND STOCKHOLDERS' EQUITY
<Table>
<Caption>
                                               June 30,     December 31,
                                                 2003           2002
                                             (Unaudited)     (Audited)
                                             ------------   ------------
<S>                                          <C>            <C>
CURRENT LIABILITIES:
  Accounts payable                            $  218,627     $   44,065
  Accrued professional fees                       16,544         24,633
  Accrued taxes, other than income taxes              --         21,925
  Accrued payroll and related costs               36,865         31,060
  Accrued royalties payable                       79,432         76,360
  Accrued insurance                               17,333         46,222
  Interest payable                                    --          5,514
  Loan payable to a related party                     --         36,166
  Current maturities of long-term debt            25,316         97,652
                                             ------------   ------------
         TOTAL CURRENT LIABILITIES               394,117        383,597
                                             ------------   ------------

LONG-TERM DEBT, net of current maturities         22,418         35,076
                                             ------------   ------------
LIABILITY FOR ASSET RETIREMENT OBLIGATION        888,521             --
                                             ------------   ------------
DEFERRED INCOME TAXES                             18,166         22,911
                                             ------------   ------------
COMMITMENTS and CONTINGENCIES (note 3)

STOCKHOLDERS' EQUITY:
  Common stock-no par value;
    10,000,000 authorized shares;
    2,494,430 shares issued and
    outstanding                                1,071,610      1,071,610
  Retained earnings                            1,346,475      1,924,103
                                             ------------   ------------
                                               2,418,085      2,995,713
                                             ------------   ------------
                                              $3,741,307     $3,437,297
                                             ============   ============

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







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

<Table>                         Three months ended        Six months ended
<Caption>                            June 30,                 June 30,
                               ---------------------    ---------------------
                                  2003        2002         2003        2002
                               ---------   ---------    ---------   ---------
<S>                            <C>         <C>          <C>         <C>
REVENUES                        $487,222    $427,087   $1,025,830    $710,370
                               ---------   ---------    ---------   ---------
COSTS AND EXPENSES:
  Operating expenses             266,944     275,444      509,349     503,889
  Exploration costs                   --         676           --       3,775
  General and administrative      87,993     126,698      172,541     217,459
  Taxes, other than income
    and payroll taxes             13,121      13,684       27,738      28,540
  Provision for depletion,
    depreciation and
    amortization                  38,050      44,333       76,849      83,980
  Accretion expense                4,800          --        9,611          --
  Other costs and expenses         9,667       3,350       10,753       5,414
                               ---------   ---------    ---------   ---------
                                 420,575     464,185      806,841     843,057
                               ---------   ---------    ---------   ---------
OPERATING INCOME (LOSS)           66,647    ( 37,098)     218,989    (132,687)
                               ---------   ---------    ---------   ---------
OTHER INCOME (EXPENSE):
  Interest income                  5,248       9,352        9,504      20,411
  Loss on disposal of assets          --          --           --     (10,100)
  Other income                     3,600       3,600        7,200      24,713
  Interest expense                 ( 208)     (   36)      (2,081)     (   52)
                               ---------   ---------    ---------   ---------
                                   8,640      12,916       14,623      34,972
                               ---------   ---------    ---------   ---------
INCOME (LOSS) BEFORE
 INCOME TAX PROVISION             75,287     (24,182)     233,612     (97,715)
   Income tax provision              800         800        1,125       1,125
                               ---------   ---------    ---------   ---------
NET INCOME (LOSS) BEFORE
  CUMULATIVE EFFECT OF A
  CHANGE IN ACCOUNTING
  PRINCIPLE                       74,487     (24,982)     232,487     (98,840)
   Cumulative effect on prior
     years of change in method
     of accounting for asset
     retirement obligation            --          --     (810,115)         --
                               ---------   ---------    ---------   ---------
NET INCOME (LOSS)              $  74,487   $ (24,982)   $(577,628)  $ (98,840)
                               =========   =========    =========   =========

  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        Six months ended
<Caption>                            June 30,                 June 30,
                               ---------------------    ---------------------
                                  2003        2002         2003        2002
                               ---------   ---------    ---------   ---------
<S>                            <C>         <C>          <C>         <C>
EARNINGS PER COMMON SHARE

  Basic:
    Income (Loss) Before
      Cumulative Effect of
      Change in Accounting
      Principle                    $0.03      $(0.01)      $ 0.09      $(0.04)
    Cumulative effect on
      prior years of change
      in method of accounting
      for asset retirement
      obligation                      --          --        (0.32)         --
                               ---------   ---------    ---------   ---------
    Net Income (Loss)              $0.03      $(0.01)      $(0.23)     $(0.04)
                               =========   =========    =========   =========

  Diluted:
    Income (Loss) Before
      Cumulative Effect of
      Change in Accounting
      Principle                    $0.03      $(0.01)      $ 0.09      $(0.04)
    Cumulative effect on
      prior years of change
      in method of accounting
      for asset retirement
      obligation                      --          --        (0.32)         --
                               ---------   ---------    ---------   ---------
    Net Income (Loss)              $0.03      $(0.01)      $(0.23)     $(0.04)
                               =========   =========    =========   =========

Weighted average number of
  common shares outstanding    2,494,430   2,494,430    2,494,430   2,494,430
                               =========   =========    =========   =========

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









<PAGE> 6                  PYRAMID OIL COMPANY
                         STATEMENTS OF CASH FLOWS
                               (UNAUDITED)
<Table>                                            Six months ended June 30,
<Caption>                                         ---------------------------
                                                      2003           2002
                                                  ------------   ------------
<S>                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $(577,628)     $ (98,840)
  Adjustments to reconcile net loss to cash
    provided by (used in) operating activities:
      Cumulative effect on prior years of change
        in method of accounting for asset
        retirement obligation                          810,115             --
      Provision for depletion,
        depreciation and amortization                   76,849         83,980
      Accretion expense                                  9,611             --
      Exploration costs                                     --          3,775
      Decrease in asset retirement obligation           (3,975)            --
      Loss on disposal of fixed assets                      --         10,100
  Changes in assets and liabilities:
    Increase in trade accounts
      and interest receivable                          (16,473)       (38,497)
    Increase in crude oil inventories                   (1,642)        (5,545)
    Decrease in prepaid expenses                        55,758         47,472
    Increase (decrease) in accounts payable
      and accrued liabilities                          119,022        (64,892)
                                                      --------       --------
Net cash provided by (used in) operating activities    471,637        (62,447)
                                                      --------       --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                (219,499)       (38,651)
                                                      --------       --------
Net cash used in investing activities                 (219,499)       (38,651)
                                                      --------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on long-term debt               (121,160)       ( 8,742)
                                                      --------       --------
Net cash used in financing activities                 (121,160)       ( 8,742)
                                                      --------       --------
Net increase (decrease) in cash                        130,978       (109,840)
Cash at beginning of period                            502,839        614,416
                                                      --------       --------
Cash at end of period                                 $633,817       $504,576
                                                      ========       ========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the six months for interest         $7,387         $   52
                                                      ========       ========
  Cash paid during the six months for income taxes     $1,125         $1,125
                                                      ========       ========
<FN>
   The Accompanying Notes Are an Integral Part of These Financial Statements.
</Table>

<PAGE> 7                       PYRAMID OIL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 2003
                                  (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, 2002 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, 2002 financial statements and notes thereto, contained
in the Company's Form 10-KSB.

In the opinion of the Company, the unaudited financial statements, contained
herein, include all adjustments necessary to present fairly the Company's
financial position as of June 30, 2003 and the results of its operations and
its cash flows for the six month periods ended June 30, 2003 and 2002.  The
results of operations for an interim period are not necessarily indicative of
the results to be expected for a full year.


(2)  DIVIDENDS

No cash dividends were paid during the six months ended June 30, 2003 and
2002.

(3)  COMMITMENTS AND CONTINGENCIES

During 1998, the Company entered into a joint venture project, with several
other oil and gas companies, to explore for and develop potential natural gas
reserves in the Solano County area of California.  This project is employing
3-D seismic technology and exploratory drilling, in hopes of finding and
developing natural gas reserves on approximately 3,200 acres of leased ground.
The Company's position is that of a non-operator.

Drilling operations on the first well began early in the first quarter of
2000.  This well encountered substantial mechanical problems prior to reaching
its intended depth and was abandoned due to these problems. The Company
participated in the drilling of a second well on this lease in the fourth
quarter of 2000.  This well was abandoned due to insufficient gas reserves.
The Company has not made any decisions about participating in any future
proposed exploration wells on this project.  The Company expended
approximately $18,000 for its share of costs on the first well during 1999,


<PAGE> 8

and expended an additional $15,000 during 2000.  The Company expended
approximately $18,000 for its share of costs on the second well during 2000.
These costs are recorded in Operating Costs on the Statements of Operations.

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

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


(4) OTHER INCOME

The Company disposed of a well servicing rig in the first Quarter of 2002 with
a net book value of $10,100.  The Company received approximately $16,000 as a
settlement of lease oil antitrust litigation, also in the first quarter of
2002.


(5) INCOME TAX PROVISION

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


(6) CHANGE IN ACCOUNTING PRINCIPLE

In accordance with Statement of Financial Accounting Standards No. 143,
''Accounting for Assets Retirement Obligations'', effective January 1, 2003,
the Company changed its method of accounting for asset retirement obligations
(ARO) relating to well abandonment costs from expensing such costs in the year
the wells are abandoned to recording a liability when such costs are incurred
in order to provide a better matching of revenue and expenses and to improve
interim financial reporting.

Upon adoption of SFAS 143, the Company was required to recognize a liability
for the present value of all legal obligations associated with the retirement
of tangible long-lived assets and an asset retirement cost was capitalized as
part of the carrying value of the associated asset. Upon initial application
of SFAS 143, a cumulative effect of a change in accounting principle was also
required in order to recognize a liability for any existing ARO's adjusted for
cumulative accretion, an increase to the carrying amount of the associated
long-lived asset and accumulated depreciation on the capitalized cost.

<PAGE> 9

Subsequent to initial measurement, liabilities are required to be accreted to
their present value each period and capitalized costs are depreciated over the
estimated useful life of the related assets. Upon settlement of the liability,
the Company will settle the obligation against its recorded amount and will
record any resulting gain or loss. As a result of the adoption of SFAS 143 on
January 1, 2003, the Company recorded a $272,649 increase in the net
capitalized cost of its oil and gas properties.

The effect of these changes for the six months ending June 30, 2003, resulted
in a decrease in income from continuing operations of $11,870.  The cumulative
effect of these changes on years prior to January 1, 2003, approximately
$810,115 ($0.23 per common share), has been charged to operations in 2003.
The effect on net income of this change in accounting methods is as follows:

<Table>
<Caption>
                                                    Amount         Per Share
                                                   --------        ---------
<S>                                               <C>              <C>
     Cumulative effect to January 1, 2003         $(810,115)         $(0.23)

     Effect on six months ended June 30, 2003       (11,870)             --

     Pro Forma effect on six months
       ended June 30, 2002:
          As reported                             $( 98,840)         $(0.04)
          Pro Forma                                (110,338)          (0.04)
</Table>

There are no legally restricted assets for the settlement of asset retirement
obligations.  No income tax is applicable to the asset retirement obligation
as of June 30, 2003, because the Company records a valuation allowance on net
operating losses and deductible temporary differences due to the uncertainty
of its realization.

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

<Table>
<Caption>
                                                          Amount
                                                         -------
<S>                                                     <C>
     Beginning Balance, January 1, 2003                 $882,885
        Incurred during the period                        (3,975)
        Settled during the period                             --
        Accretion expense                                  9,611
        Revisions in estimates                                --
                                                         -------
     Ending Balance, June 30, 2003                      $888,521
                                                         =======
</Table>

<PAGE> 10

                  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                            FINANCIAL CONDITION
                         AND RESULTS OF OPERATIONS


                         IMPACT OF CHANGING PRICES

The Company's revenue is affected by crude oil prices paid by the major oil
companies.  Average crude oil prices for the second quarter of 2003 increased
by approximately $2.30 when compared with the same period for 2002.  Average
crude oil prices for the first six months of 2003 increased by approximately
$7.70 per equivalent barrel when compared with the same period for 2002.  At
the end of the second quarter of 2003, crude oil prices had decreased by
approximately $1.25 per barrel when compared with crude oil prices at December
31, 2002.  The Company cannot predict the future course of crude oil prices.


                      LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased by $130,978 for the six months ended June
30, 2003.  During the first half of 2003, operating activities provided cash
of $471,637.  This was offset by capital expenditures of $219,499 and
principal payments on long-term debt totaling $121,160 during the first six
months of 2003.  Capital expenditures for the second quarter of 2003 included
approximately $212,000 for the drilling and completion of a new well in the
Company's Carneros Creek oil and gas area.  The new well was placed on
production at the end of the second quarter.  See the Statements of Cash Flows
for additional detailed information.  A $100,000 line of credit, unused at
June 30, 2003, provided additional liquidity during the first half of 2003.


                        FORWARD LOOKING INFORMATION

The Company's average crude oil price has increased by approximately thirty-
five cents per barrel since June 30, 2003.

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


<PAGE> 11

Item 4.  CONTROLS AND PROCEDURES

Based on their evaluation of the Company's disclosure controls and
procedures as of a date within 90 days of the filing of this Report, the Chief
Executive Officer and Chief Financial Officer have concluded that such
controls and procedures are effective.  There were no significant changes in
the Company's internal controls or in other factors that could significantly
affect such controls subsequent to the date of their evaluation.


       ANALYSIS OF SIGNIFICANT CHANGES IN RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2003
  COMPARED TO THE QUARTER ENDED JUNE 30, 2002


REVENUES

Oil and gas revenues increased by 14% for the three months ended June 30, 2003
when compared with the same period for 2002.  Oil and gas revenues increased
by 10% due to higher average crude oil prices for the second quarter of 2003.
The average price of the Company's oil and gas for the second quarter of 2003
increased by approximately $2.30 per equivalent barrel when compared to the
same period of 2002.  Revenues increased by 4% due to slightly higher
production of crude oil. The Company's net revenue share of crude oil
production increased by approximately 700 barrels for the second quarter of
2003.


OPERATING EXPENSES

Operating expenses decreased by approximately 3% for the second quarter of
2003.  The cost to produce an equivalent barrel of crude oil decreased by
approximately $1.00 for the second quarter of 2003 when compared with the
second quarter of 2002.  Operating costs for the second quarter of 2003
decreased by approximately 4% due to lower costs for repair and maintenance of
the Company's production equipment, trucks and vehicles.


GENERAL AND ADMINISTRATIVE

General and administrative expenses decreased by approximately 30% for the
quarter ended June 30, 2003.  Legal services decreased by 26% during the
second quarter of 2003.  During the second quarter of 2002, legal fees were
incurred related to certain transactions contemplated by the Board of
Directors for the acquisition of the Company's common stock from its major
shareholders.






<PAGE> 12

PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by 14%
for the second quarter of 2003, when compared with the same period for 2002.
The decrease is due primarily to a 12% decline in depletion charges.  The
reduction in depletion is due to a decrease in the depletion rate due to
higher crude oil reserves at January 1, 2003.


INTEREST INCOME

Interest income decreased by approximately $4,000 during the second quarter of
2003, when compared with the same period for 2002.  The decrease in interest
income is due primarily to the decline in interest rates.


INCOME TAX PROVISION

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



RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003
  COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2002


REVENUES

Oil and gas revenues increased by 44% for the six months ended June 30, 2003
when compared with the same period for 2002.  Oil and gas revenues increased
by approximately 39% due to higher average crude oil prices for the first half
of 2003.  The average price of the Company's oil and gas for the first six
months of 2003 increased by approximately $7.70 per equivalent barrel when
compared with the same period for 2002.  The Company's net revenue share of
crude oil production increased by approximately 1,700 barrels for the six
months ended June 30, 2002.


OPERATING EXPENSES

Operating expenses increased by approximately 1% for the six months ended June
30, 2003, when compared with the same period for 2002.  The cost to produce an
equivalent barrel of crude oil decreased by approximately fifty cents per
barrel for the six months ended June 30, 2003, due to higher production of
crude oil during the first half of 2003.  Operating costs for the first six
months of 2003 decreased by approximately 4% due to lower costs for repair and
maintenance of the Company's production equipment, trucks and vehicles.




<PAGE> 13

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased by approximately 21% for the
six months ended June 30, 2003, when compared with the same period for 2002.
Legal services decreased by 17% during the first six months of 2003.  During
the second quarter of 2002, legal fees were incurred related to certain
transactions contemplated by the Board of Directors for the acquisition of the
Company's common stock from its major shareholders.


PROVISION FOR DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization decreased by 8.5%
for the six months ended June 30, 2003, when compared with the same period for
2002.  Depletion decreased by 10% for the six months ended June 30, 2003.
The decrease in depletion is due primarily to the decrease in the depletion
rate due to higher crude oil reserves at January 1, 2003.


INTEREST INCOME

Interest income decreased by approximately $11,000 during the six months ended
June 30, 2003, when compared with the same period for 2002.  The decrease in
interest income is due primarily to the decline in interest rates.


LOSS ON DISPOSAL OF ASSETS

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


INCOME TAX PROVISION

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









<PAGE>
<PAGE> 14

                       PYRAMID OIL COMPANY

                   PART II - OTHER INFORMATION


Item 1.  -  Legal Proceedings

               None

Item 2.  -  Changes in Securities

               None

Item 3.  -  Defaults Upon Senior Securities

               None

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

     On June 5, 2003, the Company held its Annual Meeting of Shareholders in
Bakersfield, California.  Two items were voted on during the meeting; election
of Directors and approval of Auditors.  The shareholders elected J. Ben
Hathaway, John H. Alexander, Thomas W. Ladd, Gary L. Ronning and John E. Turco
to serve as the Company's Directors until the next scheduled Annual Meeting.
The shareholders also approved the selection of Singer Lewak Greenbaum &
Goldstein, LLP as auditors for 2003.  Each item is fully described in the
Company's Proxy dated April 30,2003.

Item 5.  -  Other Information -

               None

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

         a.  Exhibits

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

         b.  No Form 8-K's were filed during the three months
               ended June 30, 2003.




<PAGE>
<PAGE> 15


                            SIGNATURES


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


                                           PYRAMID OIL COMPANY
                                              (registrant)



Dated: August 14, 2003                       J. BEN HATHAWAY
                                           ---------------------
                                             J. Ben Hathaway
                                                President


Dated: August 14, 2003                      JOHN H. ALEXANDER
                                           ---------------------
                                            John H. Alexander
                                              Vice President


<PAGE>
PAGE <16>

           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, J. Ben Hathaway, 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 <17>

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: August 14, 2003



                                      By:     J. BEN HATHAWAY
                                          -----------------------
                                              J. Ben Hathaway
                                          Chief Executive Officer
<PAGE>
PAGE <18>

           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 <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: August 14, 2003



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