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                               EXHIBIT 14.1

                           PYRAMID OIL COMPANY
                    CODE OF ETHICS FOR SENIOR OFFICERS

     The Company has a Code of Business Conduct and Ethics applicable to all
directors and employees of the Company.  The CEO, President and all senior
officers are bound by the provisions set forth therein relating to ethical
conduct, conflicts of interest and compliance with law.  In addition to the
Code of Business Conduct and Ethics, the CEO, President and senior officers
are subject to the following additional specific policies in this Code:

     1.     The CEO, President and all senior officers are responsible for
full, fair, accurate, timely and understandable disclosure in the periodic
reports required to be filed by the Company with the SEC.  Accordingly, it is
the responsibility of the CEO and each senior financial officer promptly to
bring to the attention of those responsible for drafting and preparing such
disclosures any material information of which he or she may become aware that
affects the disclosures made by the Company in its public filings or otherwise
assist those responsible for drafting and preparing such disclosures in
fulfilling their responsibilities

     2.     The senior financial officer has a special responsibility for
promoting integrity throughout the organization, with responsibilities to
stakeholders both inside and outside of the Company.  The CEO, President and
senior financial officers have a special role both to adhere to these
principles themselves and also to ensure that a culture exists throughout the
company as a whole that ensures the fair and timely reporting of the Company
financial results and condition.

     Because of this special role, the CEO, President and each of the senior
financial officers agrees that he or she will:

      -     Act with honesty and integrity, avoiding actual or apparent
            conflicts of interest in personal and professional relationships.

      -     Provide information that is accurate, complete, objective,
            relevant, timely and understandable to ensure full, fair,
            accurate, timely, and understandable disclosure in reports and
            documents that the Company files with, or submits to, government
            agencies and in other public communications.

      -     Comply with rules and regulations of federal, state, provincial
            and local governments, and other appropriate private and public
            regulatory agencies.

      -     Act in good faith, responsibly, with due care, competence and
            diligence, without misrepresenting material facts or allowing
            one's independent judgment to be subordinated.




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      -     Respect the confidentiality of information acquired in the course
            of one's work except when authorized or otherwise legally
            obligated to disclose.  Confidential information acquired in the
            course of one's work will not be used for personal advantage.

      -     Share knowledge and maintain skills important and relevant to
            stockholders' needs.

      -     Proactively promote and be an example of ethical behavior as a
            responsible partner among peers, in the work environment and the
            community.

      -     Achieve responsible use of and control over all assets and
            resources employed or entrusted.

     Promptly report to the CEO and/or the Audit Committee any conduct that
the individual believes to be a violation of law or business ethics or of any
provision of the Code of Business Conduct and Ethics and this Code, including
any transaction or relationship that reasonably could be expected to give rise
to such a conflict.

     3.     The CEO, President and each senior financial officer shall
promptly bring to the attention of those drafting and preparing the
disclosures and the Audit Committee any information he or she may have
concerning (a) significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data or (b) any fraud that involves
management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.

     4.     The CEO, President and each senior financial officer shall
promptly bring to the attention of the Audit Committee any information he or
she may have concerning any violation of the Company's Code of Business
Conduct and Ethics and this Code, including any actual or apparent conflicts
of interest between personal and professional relationships, involving any
management or other employees who have a significant role in the Company's
financial reporting, disclosures or internal controls.

     5.     The CEO, President and each senior financial officer shall
promptly bring to the attention of the Audit Committee any information he or
she may have concerning evidence of a material violation of the securities or
other laws, rules or regulations applicable to the Company and the operation
of its business, by the Company or any agent thereof, or of violation of the
Code of Business Conduct and Ethics or this Code.

     6.     The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event of
violations of the Code of Business Conduct and Ethics or of this Code by the
CEO, President and the Company's senior financial officers.  Such actions
shall be reasonably designed to deter wrongdoing and to promote accountability
for adherence to the Code of Business Conduct and Ethics and this Code and to
these additional procedures, and shall include written notices to the

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individual involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the individual
involved, suspension with or without pay or benefits (as determined by the
Board) and termination of the individual's employment. In determining what
action is appropriate in a particular case, the Board of Directors or such
designee shall take into account all relevant information, including the
nature and severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to have been
intentional or inadvertent, whether the individual in question had been
advised prior to the violation as to the proper course of action and whether
or not the individual in question had committed other violations in the past.

     If you believe that a violation of the Code of Business Conduct and
Ethics or this Code has occurred, please contact the CFO at the following
address: lee@pyramidoil.com.

     In addition to the above procedures for reporting unethical, dishonest or
illegal behavior, the Audit Committee of the Board of Directors has designated
the Company's independent counsel to receive, retain and process complaints on
auditing, accounting and internal control issues.  Directors, officers and
employees should promptly report such complaints in writing to:

                      William G. Gould
                      Troy & Gould Professional Corporation
                      1801 Century Park West
                      Los Angeles, CA 90067-2367
                      email: wdgould@troygould.com

     All complaints with respect to questionable accounting and auditing
matters may be anonymous and will be confidential.