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                                EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                      OF
                            PYRAMID OIL COMPANY

     John H. Alexander and Lee G. Christianson hereby certify that:

     1.     They are the duly elected and acting President and Secretary,
respectively, of Pyramid Oil Company, a California corporation (the
Corporation).

     2.     The Restated Articles of Incorporation of the Corporation, as
amended to date, are hereby amended and restated to read in their entirety as
follows:

     FIRST:  The name of the Corporation is, and shall be, Pyramid Oil
Company.

     SECOND:  The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be incorporated
by the California Corporations Code.

     THIRD:  The Corporation shall have perpetual existence.

     FOURTH:  The authorized number of directors of the Corporation shall be
not less than four (4) nor more than seven (7), and the exact number of
directors within those limits shall be determined from time to time by a
resolution which is duly adopted by the Board of Directors of the Corporation
in the manner provided in the Bylaws.

     FIFTH:  The Corporation is authorized to issue two classes of stock, with
no par value, designated Common Stock and Preferred Stock.  The total number
of shares that the Corporation is authorized to issue is 60,000,000.  The
number of shares of Common Stock that the Corporation is authorized to issue
is 50,000,000, and the number of shares of Preferred Stock that the
Corporation is authorized to issue is 10,000,000.  The holders of the Common
Stock or Preferred Stock shall have no preemptive rights to subscribe for or
purchase any shares of any class of stock of the Corporation, whether now or
hereafter authorized.  The Board of Directors of the Corporation is authorized
to: (i) determine the number of series into which shares of Preferred Stock
may be divided; (ii) determine or alter the designations, rights, preferences,
privileges, qualifications, limitations and restrictions granted to or imposed
upon any unissued Preferred Stock or any wholly unissued series of Preferred
Stock or any holders thereof; and (iii) fix the number of shares of each such
series and increase or decrease, within the limits stated in any resolution of
the Board of Directors originally fixing the number of shares constituting any
series (but not below the number of such shares then outstanding), the number
of shares of any such series subsequent to the issuance of shares of that
series.


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     SIXTH:  The Corporation elects to be governed by all of the provisions of
Division 1 of Title 1 of the California Corporations Code (as amended by act
of the California Legislature, 1975-976 Regular Session, effective January 1,
1977, as defined in Section 2300 of the California General Corporation Law)
not otherwise applicable to this corporation under Chapter 23 of said
Division 1.

     SEVENTH:  The liability of directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.  The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted
by Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California Corporations Code
with respect to actions for breach of duty to the Corporation and its
shareholders.

     3.     The foregoing amendment and restatement of the Restated Articles
of Incorporation has been duly approved by the Board of Directors of the
Corporation.

     4.     The foregoing amendment and restatement of the Restated Articles
of Incorporation has been duly approved by the required vote of the
Corporation's shareholders in accordance with Section 902 of the California
Corporations Code.  The total number of outstanding shares of the Corporation
entitled to vote on such amendment and restatement was 4,677,728.  The number
of shares voting in favor of the amendment and restatement of the Restated
Articles of Incorporation equaled or exceeded the vote required.  The
percentage vote required was more than 50% of such total number of outstanding
shares.

     We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.



Dated: June 28, 2010                      /s/  JOHN H. ALEXANDER
                                          ----------------------------
                                          John H. Alexander, President

Dated: June 28, 2010                      /s/  LEE G. CHRISTIANSON
                                          ------------------------------
                                          Lee G. Christianson, Secretary