8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549



                                   FORM 8-K

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                April 17, 2006
              (Date of Report - date of earliest event reported)


                        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                   (IRS Employer
       incorporation or organization)                 Identification No.)


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


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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

    [ ]  Written communications pursuant to Rule 425 under the Securities
           Act (17 CFR 230.425)

    [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
           (17 CFR 240.14a-12)

    [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
           Exchange Act (17 CFR 240.14d-2(b))

    [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
           Exchange Act (17 CFR 240.14e-4(c))



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Section 5 - Corporate Governance and Management


Item 5.03 Amendment to Articles of Incorporation


     Effective April 17, 2006, the Company's Board of Directors has approved
an amendment to it's Articles of Incorporation.

     Article Sixth was amended as follows: The corporation is authorized to
issue only one class of no par shares of stock; and the total number of shares
which this corporation is authorized to issue is 10,000,000.

     Upon the effective date of this amendment, each two outstanding shares
shall be split into three shares.  No fractional shares shall be issued in
connection with this amendment, but in lieu thereof, any fractional shares
shall be rounded up to the nearest full share.



Section 9 - Financial Statements and Exhibits


Item 9.01 - Exhibits

     Exhibit 99.1  -   Certificate of Amendment of Articles of Incorporation



























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                                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: April 17, 2006

                                             JOHN H. ALEXANDER
                                        By: -------------------
                                             John H. Alexander
                                                 President

EX-99.1 CHARTER

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EXHIBIT 99.1

                              PYRAMID OIL COMPANY

                            CERTIFICATE OF AMENDMENT

                          OF ARTICLES OF INCORPORATION



     JOHN ALEXANDER and LEE G. CHRISTIANSON certify that:

1.  They are the president and secretary, respectively, of PYRAMID OIL
COMPANY, a California corporation.

2.  ARTICLE SIXTH of the Articles of Incorporation of this corporation is
amended to read as follows:


     SIXTH: This corporation is authorized to issue only one class of no par
shares of stock; and the total number of shares which this corporation is
authorized to issue is 10,000,000.

     Upon the effective date of this amendment, each two outstanding shares
will be split into three shares.  No fractional shares shall be issued in
connection with this amendment, but in lieu thereof, any fractional share
shall be rounded up to the nearest full share.


3.  The foregoing amendment to the Articles of Incorporation has been approved
by the Board of Directors of this corporation.

4.  The foregoing amendment to the Articles of Incorporation may be adopted
with approval by the Board of Directors alone, pursuant to California
Corporation Code Section 902(c).


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


                                          LEE G. CHRISTIANSON
                                          -------------------
                                          Lee G. Christianson
                                               Secretary