8-K

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 8-K

                                CURRENT REPORT

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

    Date of Report (date of earliest event reported): August 11, 2008


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

                          Commission File Number 0-5525

                CALIFORNIA                              94-0787340
      (State or other jurisdiction                    (IRS Employer
            of incorporation)                      Identification No.)


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

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

                                Not Applicable
                --------------------------------------------
         Former name or former address, if changed since last report

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 240.13e-4(c))





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Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in
              Fiscal Year.

     On August 11, 2008, Pyramid Oil Company (the Company) amended Article
Sixth of its Articles of Incorporation (1) to authorize the issuance of up to
10,000,000 shares of preferred stock and (2) to authorize the issuance of up
to 50,000,000 shares of common stock.  Prior to such amendment, the Company
was not authorized to issue any preferred stock and was authorized to issue
10,000,000 shares of common stock.  A copy of the Company's Certificate of
Amendment of Articles of Incorporation is attached to this Current Report on
Form 8-K as Exhibit 99.1.


Item 9.01.  Financial Statements and Exhibits

Exhibit 99.1     Certificate of Amendment of Articles of Incorporation of
                   Pyramid Oil Company




































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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 hereunto duly authorized.


                                           PYRAMID OIL COMPANY
                                              (Registrant)

    Dated: August 15, 2008

                                        By: /s/JOHN H. ALEXANDER
                                           ---------------------
                                        Name:  John H. Alexander
                                        Title: Chief Executive Officer

EX-99.1

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                               EXHIBIT 99.1

                            PYRAMID OIL COMPANY

                          CERTIFICATE OF AMENDMENT

                                    OF

                          ARTICLES OF INCORPORATION


     JOHN H. 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 as follows:

            SIXTH:  This 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 this corporation is
            authorized to issue is 60,000,000.  The number of shares of Common
            Stock that this corporation is authorized to issue is 50,000,000,
            and the number of shares of Preferred Stock that this 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 this
            corporation, whether now or hereafter authorized.  The Board of
            Directors of this 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.

     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 has been

duly approved by the required vote of the Shareholders in accordance with

Section 902 of the Corporations Code.  The total number of outstanding shares

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of the corporation was 2,494,430 shares of common stock entitled to vote.  The

number of shares voting in favor of the amendment equaled or exceeded the vote

required.  The percentage vote required was more than 50%.


          The Undersigned declare under penalty of perjury that the matters

set forth in the foregoing Certificate are true of their own knowledge.


          Executed at Bakersfield, California on August 11, 2008.



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


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