UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                  FORM 10-Q

(Mark  One)
<TABLE>
<CAPTION>

<C>  <S>

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934
     For the quarterly period ended April 30, 1996

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES ACT OF 1934
     For the transition period from to.
</TABLE>
                         Commission File No. 1-6336

                                 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 December 2,
1996  was  14,158,248.


<PAGE>
                            TRI-VALLEY CORPORATION

                                    INDEX
<TABLE>
<CAPTION>



                                                              Page
                                                              ----
<S>                                                           <C>

PART I - FINANCIAL INFORMATION

Item 1 - Unaudited Consolidated Financial Statements

Consolidated Balance Sheets April 30, 1996 and July 31, 1995     3

Consolidated Statements of Operations for the three months
  ended April 30, 1996 and 1995                                  5

Consolidated Statements of Cash Flows for the three months
  ended April 30, 1996 and 1995                                  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                                     10

SIGNATURES                                                      11
</TABLE>




<PAGE>
                        PART I - FINANCIAL INFORMATION

ITEM  1.    UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

                            TRI-VALLEY CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS
<TABLE>
<CAPTION>


                                 April 30, 1996    July 31, 1995
                                ----------------  ---------------
<S>                             <C>               <C>

Current Assets
  Cash                          $       491,457   $      228,704 
  Accounts receivable, trade            339,182          295,340 
  Prepaid expenses                       11,141           10,841 
                                ----------------  ---------------

    Total Current Assets                841,780          534,885 
                                ----------------  ---------------

Property and Equipment, Net           3,010,756        2,915,070 
                                ----------------  ---------------

Other Assets
  Deposits                              100,241          100,241 
  Investments in partnerships            (7,152)          (7,152)
  Goodwill (net of accumulated
   amortization of $159,979 at
  April 30, 1996 and $151,844
  at July 31, 1995                      273,874          282,009 
                                ----------------  ---------------

    Total Other Assets                  366,963          375,098 
                                ----------------  ---------------

    Total Assets                $     4,219,499   $    3,825,053 
                                ================  ===============
</TABLE>
             The accompanying notes are an integral part of these
                       condensed financial statements.







<TABLE>
<CAPTION>

                     LIABILITIES AND SHAREHOLDERS' EQUITY


                                     April 30, 1996    July 31, 1995
                                    ----------------  ---------------
<S>                                 <C>               <C>

Current Liabilities
  Notes and contracts payable       $       694,279   $      556,279 
  Trade accounts payable                    176,131          125,370 
  Investor accounts payable                 150,000                - 
  Amounts payable to joint
    venture participants                    687,601          419,169 
  Advances from joint
    venture participants                    479,400          627,811 
  Due to related parties                    123,758          137,300 
  Accrued expenses and
    other liabilities                       205,042          209,712 
                                    ----------------  ---------------
Total Current Liabilities                 2,516,211        2,075,641 
                                    ----------------  ---------------
Long-term Portion of Notes
  and Contracts Payable                      35,787           35,787 
                                    ----------------  ---------------
Shareholders' Equity
  Convertible preferred stock,
   $1.00 par value: 5,000,000
   shares authorized; 300,000
   shares subscribed                        300,000          300,000 
  Common stock, $.01 par
   value: 25,000,000 shares
   authorized; 7,337,248 issued
   and outstanding at April 30,
   1996 and July 31, 1995                    73,372           73,372 
  Less:  Common stock in treasury,
   at cost, 156,925 shares                  (28,639)         (28,639)
  Stock options outstanding                 191,100          191,100 
  Capital in excess of par value          3,284,653        3,284,653 
  Accumulated deficit                    (2,152,985)      (2,106,861)
                                    ----------------  ---------------
    Total Shareholders' Equity            1,667,501        1,713,625 
                                    ----------------  ---------------
    Total Liabilities and
      Shareholders' Equity          $     4,219,499   $    3,825,053 
                                    ================  ===============
</TABLE>


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


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

                            TRI-VALLEY CORPORATION
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)
<TABLE>
<CAPTION>


                                             For  the  Three  Months     For the Nine Months
                                             Ended  April  30,           Ended  April  30,

                                                1996        1995         1996         1995
                                             ----------  -----------  -----------  -----------
<S>                                          <C>         <C>          <C>          <C>

Revenues
  Sale of oil and gas                        $  199,394  $   73,885   $  530,057   $  310,472 
  Precious metals income                              -           -            -        9,338 
  Sale of oil and gas prospects                       -           -            -       25,519 
  Other income                                   10,909      13,109       25,529       13,246 
  Interest income                                 1,205         849        5,552        6,627 
                                             ----------  -----------  -----------  -----------

Total Revenues                                  211,508      87,843      561,138      365,202 
                                             ----------  -----------  -----------  -----------

Cost and Expenses
  Leases sold, relinquished and impaired              -           -            -        7,890 
  Oil and gas lease expense                      72,019      17,085      224,081       53,026 
  Depletion, depreciation and amortization       10,134      15,212       30,402       45,636 
  Interest                                       16,033      28,004       16,033       67,189 
  General administrative                         79,129     134,547      336,743      397,517 
                                             ----------  -----------  -----------  -----------

Total Cost and Expenses                         177,315     194,848      607,259      571,258 
                                             ----------  -----------  -----------  -----------

Income (Loss) Before Income Taxes                34,193    (107,005)     (46,121)    (206,056)
Income Taxes                                          -      (4,169)           -       (6,594)
                                             ----------  -----------  -----------  -----------

Net Income (Loss)                            $   34,193  $ (111,174)  $  (46,121)  $ (212,650)
                                             ==========  ===========  ===========  ===========

Net Income (Loss) per Common Share           $        -  $        -   $        -   $     (.03)
                                             ==========  ===========  ===========  ===========

Weighted Average Number of Shares             7,071,126   7,030,995    7,071,126    6,958,585 
                                             ==========  ===========  ===========  ===========
</TABLE>

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


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

<TABLE>
<CAPTION>

                                                      For  the  Nine  Months
                                                      Ended  April  30,

                                                         1996        1995
                                                      ----------  ----------
<S>                                                   <C>         <C>

Cash Flows from Operating Activities
  Net loss                                            $ (46,121)  $(212,650)
  Adjustments to reconcile net income to net
   cash provided from operating activities:
  Depreciation, depletion and amortization               30,402      45,636 
  Loss on disposal of lease                                   -       7,890 
  Changes in operating working capital:
  Amounts receivable                                    (43,842)    110,185 
  Prepaid                                                  (300)     (2,178)
  Deposits                                                    -      10,260 
  Accounts payable                                       50,761     (75,408)
  Payable to joint venture participants
    and related parties                                 254,890    (204,749)
  Advances from joint venture participants             (148,412)    209,657 
  Payable to investors                                  150,000           - 
  Accrued expenses and other liabilities                 (4,670)     24,539 
                                                      ----------  ----------

    Net Cash Provided (Used) by Operating Activities    242,708     (86,818)
                                                      ----------  ----------

Cash Flows from Investing Activities
  Capital expenditures                                 (117,955)          - 
                                                      ----------  ----------

Cash Flows from Financing Activities
  Principal payment of debt                                   -     (47,550)
  Long-term debt borrowed                               138,000      41,000 
  Proceeds from issuance of common stock                      -      43,835 
                                                      ----------  ----------

    Net Cash Provided by Financing Activities           138,000      37,285 
                                                      ----------  ----------

Net Increase (Decrease) in Cash and
  Cash Equivalents                                      262,753    (122,811)

Cash and Cash Equivalents at
  Beginning of Period                                   228,704     187,937 
                                                      ----------  ----------

Cash and Cash Equivalents at
  End of Period                                       $ 491,457   $  65,126 
                                                      ==========  ==========
</TABLE>
                            TRI-VALLEY CORPORATION
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE SIX MONTHS ENDED
                           APRIL 31, 1996 AND 1995
                                 (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  nine month period ended April 30, 1996, 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 July 31, 1995.

Certain  reclassifications  have been made to the 1995 financial statements to
conform  to  the  presentation  used  in  1996.


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.


NOTE  3  -  SUBSEQUENT  EVENTS

The  Company  made  a  motion  to  be dismissed from the Chapter 11 Bankruptcy
Proceedings  discussed in the Form 10(k) for the year ended July 31, 1995. The
motion  was  granted  by  the  court  on  November  1,  1996.

The  Company  raised $2,239,100 from various investors and, in return, various
stocks  and  warrants were issued. The first $1,360,000 was collected from the
sale  of  1,360,000  units.  Each  unit  consisted of two and a half shares of
Tri-Valley  common stock plus two A warrants, one B warrant, and one C warrant
exercisable at $.50, $1.00 and $1.50 per share, respectively. As of the report
date,  no  warrants  had  been  exercised.  The  remaining cash will be raised
through  two  separate  issuances  of  Tri-Valley  Corporation  common  stock.
Issuances  of  2,080,000  shares  and  798,000 shares will raise an additional
$520,000  and  $359,100,  respectively.  As of the report date, 325,000 of the
798,000  shares  remain  unissued.  Upon  the  execution  of  the  remaining
transactions,  the  Company will have 14,483,248 shares of common stock issued
and  outstanding.

<PAGE>
ITEM  2.    MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS
           OF  OPERATIONS


BUSINESS  REVIEW

Natural  Gas  Activities

The  Company  borrowed $150,000 with the approval of the U.S. Bankruptcy Court
for  the  purpose of funding the progress for the eventual hook up of the Webb
Tract  No. 1 and the leasing of key parcels of the Tracy gas play for eventual
drilling.  Also,  the  City  of  Tracy  is annexing the portion of San Joaquin
County  where the drill site is located thus adding a new layer of permitting.
The  Company  expects  all  of  this  to  be  favorably  resolved.

Precious  Metal  Activities

No  Direct  activity  occurred  on  the  Company's gold exploration project at
Richardson,  Alaska,  during this third quarter of fiscal year 1996. All lease
payments  were  caught  up  from  a  portion  of  the $150,000 the Company was
authorized  to  borrow.


FINANCIAL  CONDITION

Revenues  from natural gas production and other sources rose slightly from new
production  and some price improvement. The primary benefit from a strong, new
well  began  in the second quarter. The Martins-Severin No. 5, a step out from
our main producing area, is flowing approximately 2,900,000 cubic feet per day
of  high  BTU  natural  gas  which  commands  a  premium  price.

The  Company  continued to out perform its peers. As noted in the September 4,
1995  issue  of The Oil & Gas Journal, Tri-Valley climbed another 8 spots to
number  225 in the annual listing of top U.S. petroleum companies. In the past
8  years,  Tri-Valley  has  ascended  169  places  in  the  rankings.

During  the  last  four  quarters,  the  Company has searched for financing to
handle  increasingly  short-term  obligations  resulting  from  revenues  too
diminished  to  service  demands.  In  order to service these obligations, the
Company  turned  to  a  hard  money  lender who has taken all of the Company's
producing  natural gas reserves as collateral for a loan principal of $620,000
bearing  10%  annual  interest  on  a  six-month  note with a 30 day call. The
Company  strived  to  bring  on  additional  revenue  which could enable it to
structure  alternate  takeout  financing  but was unsuccessful due to plunging
prices  and  permit delays which then delayed new drilling/production/revenue.


<PAGE>
ITEM  2.    MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS
           OF  OPERATIONS  (Continued)


FINANCIAL  CONDITION  (continued)

The  secured lender indicated that he would begin foreclosure on the Company's
producing  natural gas reserves worth several times what was owed. The Company
felt it could receive a much better price if it was allowed to solicit its own
bids  and negotiated a 90 day standstill agreement with the lender in order to
do  that. The Company received three acceptable bids and moved to conclude the
best. Two days before moving to close, the buyer pulled out after talking with
the  secured  lender.  Subsequent  efforts  with  the other prospective buyers
experienced  a pull back after they spoke with the secured lender, leaving the
Company  without  buyers at the end of the standstill agreement on January 30,
1996.

On  January  30,  1996,  after  all efforts to extend the standstill or effect
settlement  failed,  the  Company field for protection under Chapter 11 of the
U.S.  Bankruptcy  Code  just  minutes  before  the  window  closed. During the
bankruptcy,  Tri-Valley  settled all its rightfully owed obligations 100 cents
on  the  dollar,  including  the  secured  lender's  principal,  interest, and
attorney  fees  and  was  dismissed  from  bankruptcy  on  November  1,  1996.


RESULTS  OF  OPERATIONS

Three  Months Ended April 30, 1996, as Compared with Three Months Ended April
30,  1995

Natural  gas  income for the third quarter ending April 30, 1996 was $199,394,
up  from $73,885 for the same period last year. Total revenue was $211,508, up
from  $87,843 for the same quarter last year. Costs and expenses declined from
$194,848  in  last  year's  third  quarter  to  $177,315 for this year's third
quarter despite a strong reduction in general and administrative expenses from
$134,547  to  $79,129  for  the  respective  periods. The reason is because of
greater  write  down  of oil and gas leases - $72,019 for the third quarter of
fiscal  year  1996  compared  to  $17,085 for the third quarter of fiscal year
1995.

All  of  this  posted  a profit of $34,193 in the third quarter of fiscal year
1995  compared to a loss of $111,174 in the third quarter of fiscal year 1996.

While assets increased $514,737 from $3,704,762 in the third quarter of fiscal
year  1995 to $4,219,499 in the third quarter of fiscal year 1996, stockholder
equity  declined  from  $1,882,929  to  $1,667,501  for  the  same  periods.


<PAGE>
                         PART II - OTHER INFORMATION

ITEM  1.    LEGAL  PROCEEDINGS

The  Company is not a party to nor is its property the subject of any material
legal  proceedings  other  than  ordinary routine litigation incidental to its
business,  or which is covered by insurance, except as previously disclosed in
the  Company's  Annual  Report  on Form 10-K for the year ended July 31, 1995.


ITEM  2.    CHANGES  IN  SECURITIES

None.


ITEM  3.    DEFAULTS  UPON  SENIOR  SECURITIES

None.


ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None.


ITEM  5.    OTHER  INFORMATION

None.


ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)    Exhibits  -  None.

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


<PAGE>
                                  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)



                                      F.  Lynn  Blystone
                                      President  and  Chief  Executive  Officer