Edgar Filing: PYRAMID OIL CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HERMAN MICHAEL D

2. Issuer Name and Ticker or Trading Symbol
PYRAMID OIL CO [PYOL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

PO BOX 60446

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2008

(Street)

COLORADO SPRINGS, CO 80960

4. If Amendment, Date Original Filed(Month/Day/Year)
07/09/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/07/2008		S		26,554	D	$ 19.247	2,576,854 ⁽¹⁾	D
Common Stock	07/07/2008		S		3,446	D	$ 19	2,573,408 ⁽²⁾	D
Common Stock	07/07/2008		S		4,851	D	$ 18.564	2,568,557 ⁽³⁾	D
Common Stock	07/07/2008		S		22,120	D	$ 18.5	2,546,437 ⁽⁴⁾	D
Common Stock	07/07/2008		S		1,030	D	$ 19.11	2,545,407 ⁽⁵⁾	D
Common Stock	07/07/2008		S		1,999	D	$ 19	2,543,408 ⁽⁶⁾	D
Common Stock	07/07/2008		S		2,722	D	$ 18.132	2,540,686 ⁽⁷⁾	D
Common Stock	07/07/2008		S		27,500	D	$ 18	2,513,186 ⁽⁸⁾	D
Common Stock	07/08/2008		S		19,000	D	$ 15.823	2,494,186 ⁽⁹⁾	D
Common Stock	07/08/2008		S		21,000	D	$ 15.5	2,473,186 ⁽¹⁰⁾	D
Common Stock	07/08/2008		S		7,832	D	$ 15.015	2,465,354 ⁽¹¹⁾	D
Common Stock	07/08/2008		S		22,168	D	$ 15	2,443,186 ⁽¹²⁾	D
Common Stock	07/08/2008		S		159	D	$ 14.61	2,443,027 ⁽¹³⁾	D
Common Stock	07/08/2008		S		29,841	D	$ 14.5	2,413,186 ⁽¹⁴⁾	D
Common Stock	07/08/2008		S		670	D	$ 14.79	2,412,516 ⁽¹⁵⁾	D
Common Stock	07/08/2008		S		29,330 ⁽¹⁶⁾	D	$ 14.75	2,383,186 ⁽¹⁶⁾	D
Common Stock	07/08/2008		S		20,938	D	$ 14.253	2,362,248 ⁽¹⁷⁾	D
Common Stock	07/08/2008		S		6,862	D	$ 14.25	2,355,386 ⁽¹⁸⁾	D
Common Stock	07/08/2008		S		2,200	D	$ 14.5	2,353,186 ⁽¹⁹⁾	D
Common Stock								19,991 ⁽²⁰⁾	I	Owed by spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HERMAN MICHAEL D PO BOX 60446 COLORADO SPRINGS, CO 80960	X	X

Signatures

/Michael D. Herman/		07/11/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 1 of Table I of the original filing.
(2)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 2 of Table I of the original filing.
(3)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 3 of Table I of the original filing.
(4)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 4 of Table I of the original filing.
(5)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 5 of Table I of the original filing.
(6)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 6 of Table I of the original filing.
(7)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 7 of Table I of the original filing.
(8)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 8 of Table I of the original filing.
(9)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 9 of Table I of the original filing.
(10)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 10 of Table I of the original filing.
(11)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 11 of Table I of the original filing.
(12)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 12 of Table I of the original filing.
(13)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 13 of Table I of the original filing.
(14)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 14 of Table I of the original filing.
(15)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 15 of Table I of the original filing.
(16)	This entry is being made to correct the number of shares sold and the number of shares owned directly by the filer after the transaction shown on line 16 of Table I of the original filing.
(17)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 17 of Table I of the original filing.
(18)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 18 of Table I of the original filing.
(19)	This entry is being made to correct the number of shares owned directly by the filer after the transaction shown on line 19 of Table I of the original filing.
(20)	This entry is being made to correct the number of shares owned indirectly by the filer after the transaction shown on line 20 of Table I of the original filing.

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