1

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-QSB

(Mark  One)

[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES  AND  EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  March  31,  1998

[ ]    TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES  ACT  OF  1934
        For  the  transition  period  from  to.

                          Commission File No. 0-6119
                          --------------------------

                            Tri-Valley Corporation
                            ----------------------
            (Exact name of registrant as specified in its charter)

         Delaware                                        No.  84-0617433
-----------------                                        ---------------
(State  or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation  or  organization)

     230 South Montclair Street, Suite 101, Bakersfield, California 93309
     --------------------------------------------------------------------
                   (Address of principal executive offices)

                                (805) 837-9300
                                --------------
             (Registrant's telephone number, including area code)

Indicate  by  check  mark  whether  the  Registrant  (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  months  (or for such shorter period that the
Registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.

                             [ ]              [X ]
                              No             Yes

The  number  of  shares  of Registrant's common stock outstanding at April 30,
1998  was  19,061,248.
                            TRI-VALLEY CORPORATION

                                     INDEX
<TABLE>
<CAPTION>


                                                            Page
                                                            ----
<S>                                                         <C>
PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets March 31, 1998 and
    December 31, 1997. . . . . . . . . . . . . . . . . . .     3

  Consolidated Statements of Operations for the three
    months ended March 31, 1998 and 1997 . . . . . . . . .     5

  Consolidated Statements of Cash Flows for the three
    months ended March 31, 1998 and 1997 . . . . . . . . .     6

  Notes to Consolidated Financial Statements . . . . . . .     7


Item 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations. . . . . . . . . . .     8


PART II - OTHER INFORMATION. . . . . . . . . . . . . . . .    11

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . .    12
</TABLE>



                        PART I - FINANCIAL INFORMATION

                                       3

ITEM  1.    UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
            ----------------------------------------------

                            TRI-VALLEY CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                    ASSETS

<TABLE>
<CAPTION>


                                     March 31, 1998   Dec. 31, 1997
                                     ---------------  --------------
<S>                                  <C>              <C>
Current Assets
  Cash. . . . . . . . . . . . . . .  $     2,066,727  $    2,778,592
  Accounts receivable, trade. . . .          437,655         696,758
  Note Receivable . . . . . . . . .          125,000         125,000
  Prepaid expenses. . . . . . . . .            2,029           2,029
                                     ---------------  --------------

    Total Current Assets. . . . . .        2,631,411       3,602,379
                                     ---------------  --------------

Property and Equipment, Net . . . .          837,148         821,614
                                     ---------------  --------------

Other Assets
  Deposits. . . . . . . . . . . . .          100,000         100,000
  Acquisition Costs . . . . . . . .          169,085         119,007
  Investments in partnerships . . .            8,421           8,421
  Other . . . . . . . . . . . . . .           13,908          13,908
  Well Database (net of accumulated
    amortization of $1,924 at
    March 31, 1998 and $1,539
    at December 31, 1997. . . . . .           92,726          93,111
  Goodwill (net of accumulated
    amortization of $180,767 at
  March 31, 1998 and $178,055
    at December 31, 1997. . . . . .          253,086         255,798
                                     ---------------  --------------

      Total Other Assets. . . . . .          637,226         590,245
                                     ---------------  --------------

      Total Assets. . . . . . . . .  $     4,105,785  $    5,014,238
                                     ===============  ==============
</TABLE>


     The  accompanying  notes  are  an  integral  part  of  these
     condensed  financial  statements.

                                       6







                     LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                         March 31, 1998    Dec. 31, 1997
                                        ----------------  ---------------
<S>                                     <C>               <C>
CURRENT LIABILITIES
  Notes and contracts payable. . . . .  $        63,079   $       90,667 
  Trade accounts payable . . . . . . .          127,362           74,796 
  Amounts payable to joint venture
    participants . . . . . . . . . . .          368,058          605,431 
  Advances from joint venture
    participants . . . . . . . . . . .        1,435,609        1,845,064 
  Due to related parties . . . . . . .           81,028           96,532 
  Accrued expenses and
   other liabilities . . . . . . . . .                0                0 
                                        ----------------  ---------------

    Total Current Liabilities. . . . .        2,075,136        2,712,490 
                                        ----------------  ---------------

Long-term Portion of Notes and
  Contracts Payable. . . . . . . . . .           13,950           13,950 
  Investor Payable . . . . . . . . . .                -          103,000 
                                        ----------------  ---------------

Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    50,000,000 shares authorized;
    19,060,248  and  18,922,248 issued
    and outstanding at March 31, 1998
    and Dec. 31, 1997, respectively. .           19,055           18,922 
  Less:  Common stock in treasury,
   at cost, 156,925 shares . . . . . .          (28,639)         (28,639)
  Capital in excess of par value . . .        8,161,438        8,048,331 
  Accumulated deficit. . . . . . . . .       (6,135,155)      (5,853,816)
                                        ----------------  ---------------

    Total Shareholders' Equity . . . .        2,016,699        2,184,798 
                                        ----------------  ---------------

    Total Liabilities and
      Shareholders' Equity . . . . . .  $     4,105,785   $    5,014,238 
                                        ================  ===============
</TABLE>


                            TRI-VALLEY CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

                                    For  the  Three  Months
                                    -----------------------
                                       Ended  March  31,
                                       -----------------

                                       1998          1997
                                   ------------  ------------
<S>                                <C>           <C>
Revenues
  Sale of oil and gas . . . . . .  $   219,483   $   155,932 
  Other income. . . . . . . . . .       38,466        11,085 
  Interest income . . . . . . . .       24,912         8,542 
                                   ------------  ------------

    Total Revenues. . . . . . . .      282,861       175,559 
                                   ------------  ------------


Cost and Expenses
  Oil and gas lease expense . . .       43,630        49,481 
  Mining exploration expense. . .      111,633           -0- 
  Depletion, depreciation and
    amortization. . . . . . . . .       38,291        17,580 
  Interest. . . . . . . . . . . .        2,027        28,789 
  General and administrative. . .      361,116       345,303 
                                   ------------  ------------

    Total Cost and Expenses . . .      556,697       441,153 
                                   ------------  ------------

Net Loss. . . . . . . . . . . . .  $  (273,836)  $  (265,594)
                                   ============  ============


Net Loss per Common Share . . . .  $      (.01)  $      (.01)
                                   ============  ============

Weighted Average Number of Shares   19,060,248    14,257,861 
                                   ============  ============
</TABLE>


                            TRI-VALLEY CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                 For  the  Three  Months
                                                 -----------------------
                                                    Ended  March  31,
                                                    -----------------

                                                    1998         1997
                                                 -----------  -----------
<S>                                              <C>          <C>
Cash Flows from Operating Activities
  Net loss. . . . . . . . . . . . . . . . . . .  $ (273,836)  $ (265,594)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization.      38,291       17,580 
      Changes in operating capital:
      Amounts receivable. . . . . . . . . . . .     251,604     (196,401)
      Deposits. . . . . . . . . . . . . . . . .           0            - 
      Trade accounts payable. . . . . . . . . .      52,566       86,249 
      Amounts payable to joint venture
        participants and related parties. . . .    (252,877)     707,534 
      Advances from joint venture
        participants. . . . . . . . . . . . . .    (409,455)     305,605 
      Accrued expenses and other liabilities. .           0            0 
                                                 -----------  -----------

Net Cash Used by Operating Activities . . . . .    (593,707)     654,973 
                                                 -----------  -----------

Cash Flows from Investing Activities
  Capital expenditures. . . . . . . . . . . . .    (100,810)    (122,684)
                                                 -----------  -----------

Cash Flows from Financing Activities
  Investor payable. . . . . . . . . . . . . . .    (103,000)    (662,680)
  Principal payments on long-term debt. . . . .     (27,588)        (827)
  Proceeds from issuance of common stock. . . .     113,240    2,307,575 
                                                 -----------  -----------
      Net Cash Provided by Financing Activities     (17,348)   1,644,068 
                                                 -----------  -----------

Net Increase in Cash and Cash Equivalents . . .    (711,865)   2,176,357 
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . .   2,778,592      894,365 
                                                 -----------  -----------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . .  $2,066,727   $3,070,722 
                                                 ===========  ===========
</TABLE>



                                       8

                            TRI-VALLEY CORPORATION
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED
                            MARCH 31, 1998 AND 1997
                                  (Unaudited)

NOTE  1  -  BASIS  OF  PRESENTATION
            -----------------------

The  financial  information  included  herein  is  unaudited;  however,  such
information  reflects  all  adjustments (consisting solely of normal recurring
adjustments)  which  are,  in  the opinion of management, necessary for a fair
statement  of  results  for the interim periods. The results of operations for
the three month period ended March 31, 1998, are not necessarily indicative of
the  results  to  be  expected  for  the  full  year.

The  accompanying  consolidated  financial statements do not include footnotes
and certain financial presentations normally required under generally accepted
accounting  principles; and, therefore, should be read in conjunction with the
Company's  Annual  Report  on  Form 10-K for the year ended December 31, 1997.




NOTE  2  -  PER  SHARE  COMPUTATIONS
            ------------------------

Per  share  computations  are based upon the weighted average number of common
shares outstanding during each year. Common stock equivalents are not included
in  the  computations  since  their  effect  would  be  anti-dilutive.


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ---------------------------------------------------------------------
           OF  OPERATIONS
           --------------

BUSINESS  REVIEW

Notice  Regarding  Forward-Looking  Statements
----------------------------------------------

This  report  contains  forward-looking  statements.  The words, "anticipate,"
"believe,"  "expect," "plan," "intend," "estimate," "project," "could," "may,"
"foresee,"  and  similar  expressions are intended to identify forward-looking
statements.    These  statements  include  information  regarding  expected
development  of  the Company's business, lending activities, relationship with
customers, and development in the oil and gas industry.  Should one or more of
these  risks  or  uncertainties  occur, or should underlying assumptions prove
incorrect,  actual  results  may  vary  materially  and  adversely  from those
anticipated,  believed,  estimated  or  otherwise  indicated.

Petroleum  Activities
---------------------

In  1997  the  Company  drilled and completed the Pimentel 1-15 in the city of
Tracy,  CA.    Due  to  delays in the acquisition of a section of pipeline and
permitting,  the  pipeline  has  not  been  constructed.  However, the Company
expects  to  begin  construction  of  the  pipeline  in the near term, weather
permitting.    Bids for the construction have been solicited and received back
by  the  Company.  The Company expects to have the Pimentel 1-15 connected and
to  begin  production  within  the  next  few  months.

In 1998 the Company drilled the Holly Sugar No. 1.  The data from the well was
exactly what the Company had anticipated.  However, the sands appear to be not
of  reservoir  quality.  Therefore the company is still evaluating the results
of  this  well.

The Company began drilling a well in the Santa Maria area of the central coast
of California.  This well marks the entrance for the Company back into the oil
exploration  and  production  side  of the Industry.  The company has not been
exploring  for  oil  in  a  number  of  years.

Precious  Metals  Activities
----------------------------

Discussions  are  continuing  between  the  Company  and  several major mining
companies  and  also with some junior mining companies.  These discussions are
related  to a proposed joint venture of the gold mining claims the Company has
on  approximately 44 square miles not far from Fairbanks, Alaska.  The Company
hired an independent mining geologist to analyze the claim block.  The results
are  extremely  encouraging  to the Company as to the potential of this claim.
Therefore  this  summer  season,  the  Company  is  proceeding  with  its  own
exploration  and  development of a portion of this claim by processing a large
portion  of the 100,000 ton pre-crushed ore body that was previously extracted
in  years  past.    The company has contracts in place with sub-contractors to
perform  these  activities.

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ---------------------------------------------------------------------
           OF  OPERATIONS  (Continued)
           --------------

BUSINESS  REVIEW  (continued)

Telecommunications
------------------

For  over  a year the Company has been trying to complete its due diligence to
enable  it  to acquire the assets of five telecommunication partnerships.  The
Company  is  expecting  to  make  a final decision  within the next few months
whether  it  will  go  forward  with  this  acquisition  or  to  terminate it.

Three  Months  Ended  March 31, 1998 as compared with Three Months ended March
------------------------------------------------------------------------------
31,  1997
---------

Revenues  increased  $107,302 this quarter over the same period in 1997 due to
additional  production  from  two  wells that were drilled in mid 1997.  Total
revenue was $282,861 for the quarter ended March 31, 1998 compared to $175,559
for  the  period  ending  March  31,  1997.

Costs  and  expenses  were  higher  this  quarter due to the expenses incurred
related to our mining activity.  The expenses related to the mining operations
are being expensed.  In prior years these costs were capitalized.  The company
is  preparing  for  additional  exploration  work on its gold mining claim and
believes  the  revenue  generated  will  more  than  offset  any expenditures.


                          PART II - OTHER INFORMATION

                                      12

ITEM  1.          LEGAL  PROCEEDINGS
                  ------------------

The  Company is not a party to nor is its property the subject of any material
legal  proceedings.


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K
                  -------------------------------------

(a)          Exhibits
(27)    Financial  Data  Schedule

(b)    Reports  on  Form  8-K:  none  were  filed  for  the  period.

                                  SIGNATURES




     Pursuant  to  the requirement 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.


                               TRI-VALLEY  CORPORATION
                                    (Registrant)



      May  22,  1998            /s/  F.  Lynn  Blystone
                              -------------------------
                               F.  Lynn  Blystone
                               President  and  Chief  Executive  Officer