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

                                    FORM 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

For  the  quarterly period ended September 30, 2002    Commission File No.0-6119

                             TRI-VALLEY CORPORATION
             (Exact name of registrant as specified in its charter)

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

       5555 BUSINESS PARK SOUTH, SUITE 200, BAKERSFIELD, CALIFORNIA 93309
                    (Address of principal executive offices)

                                 (661) 864-0500
              (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.  Yes  [X  ]    No  [  ]


The  number  of shares of Registrant's common stock outstanding at September 30,
2002  was  19,710,748.

<PAGE>

                             TRI-VALLEY CORPORATION

                                      INDEX
<TABLE>
<CAPTION>


                                                                              Page
                                                                         --------------
<S>                                                                      <C>
PART I - FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . .               3

    Item 1.  Consolidated Financial Statements. . . . . . . . . . . . .               3


    Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations . . . . . . . . . .               9

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk              11

    Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .              11


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

    Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . .              11

    Item 2.  Changes in Securities. . . . . . . . . . . . . . . . . . .              11

    Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . .              11

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              12





<PAGE>
The accompanying notes are an integral part of these
  condensed financial statements.
                                      3


PART I - FINANCIAL INFORMATION

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

                             TRI-VALLEY CORPORATION
                          CONSOLIDATED BALANCE SHEETS


                                  ASSETS

                          September 30, 2002. .Dec. 31, 2001
                                (Unaudited)      (Audited)
                                ------------   -------------
<S>                             <C>           <C>
Current Assets
  Cash . . . . . . . . . . . .  $  2,371,479  $      911,913
  Accounts receivable, trade .       112,867         107,225
  Prepaid expenses . . . . . .        12,029          12,029
                                ------------   -------------

    Total Current Assets . . .     2,496,375       1,031,167
                                ------------   -------------

Property and Equipment, Net. .     2,089,471       2,010,457
                                ------------    ------------

Other Assets
  Deposits . . . . . . . . . .       104,705         104,705
  Investments in partnerships.         9,101           9,101
  Other. . . . . . . . . . . .        13,913          13,913
  Goodwill (net of accumulated
    amortization of $221,439
    at December 31, 2001 . . .       212,414         212,414
                                ------------     -----------

      Total Other Assets . . .       340,133         340,133
                                ------------     -----------

      Total Assets . . . . . .  $  4,925,979  $    3,381,757
                                ============  ==============
</TABLE>



<PAGE>

     The  accompanying  notes  are  an  integral  part  of  these
     condensed  financial  statements.
                              4








                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                         September 30, 2002    Dec. 31, 2001
                                        --------------------  ---------------
<S>                                     <C>                   <C>
CURRENT LIABILITIES
  Notes and contracts payable. . . . .  $             1,743   $        8,265
  Trade accounts payable . . . . . . .            1,038,002          297,001
  Amounts payable to joint venture
    participants . . . . . . . . . . .               55,917           59,631
  Advances from joint venture
    participants . . . . . . . . . . .            2,968,658        2,654,713
                                        --------------------  ---------------

    Total Current Liabilities. . . . .            4,064,320        3,019,610
                                        --------------------  ---------------

Long-term Portion of Notes and
  Contracts Payable. . . . . . . . . .               41,029            8,371
                                        --------------------  ---------------


Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    100,000,000 shares authorized;
    19,710,748  and  19,689,748 issued
    and outstanding at Sept 30, 2002
    and Dec. 31, 2001, respectively. .               19,716           19,555
  Less:  Common stock in treasury,
   at cost, 163,925 shares . . . . . .              (21,913)         (21,913)
  Capital in excess of par value . . .            8,766,327        8,746,653
  Accumulated deficit. . . . . . . . .           (7,943,500)      (8,390,654)
                                        --------------------  ---------------

    Total Shareholders' Equity . . . .              820,630          353,776
                                        --------------------  ---------------

    Total Liabilities and
      Shareholders' Equity . . . . . .  $         4,925,979   $    3,381,757
                                        ====================  ===============
</TABLE>



<PAGE>

     The  accompanying  notes  are  an  integral  part  of  these
     condensed  financial  statements.
                                   5


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

                                                         For  the  Three  Months      For  the  Nine  Months


                                                            2002          2001         2002         2001
                                                         -----------  ------------  -----------  -----------
<S>                                                      <C>          <C>           <C>          <C>
Revenues
  Sale of oil and gas . . . . . . . . . . . . . . . . .  $   178,218  $   177,904   $   533,614  $ 1,451,666
  Other income. . . . . . . . . . . . . . . . . . . . .       19,293      116,351        59,291      190,043
  Sale of direct working interest . . . . . . . . . . .    3,720,657          -0-     4,358,047          -0-
  Interest income . . . . . . . . . . . . . . . . . . .        5,707        4,305        12,898       20,807
                                                         -----------  ------------  -----------  -----------
    Total Revenues. . . . . . . . . . . . . . . . . . .    3,923,875      298,560     4,963,850    1,662,516
                                                         -----------  ------------  -----------  -----------

Cost and Expenses
  Oil and gas lease expense . . . . . . . . . . . . . .       23,572       45,765       161,260      288,309
  Mining exploration expenses . . . . . . . . . . . . .       33,538       70,347        76,355      125,729
  Project geology, geophysics,
    land & administration . . . . . . . . . . . . . . .    1,027,213       54,137     1,293,401      256,091
  Cost of sale of asset . . . . . . . . . . . . . . . .    1,487,689          -0-     2,115,375          -0-
  Depletion, depreciation and amortization. . . . . . .       12,982       16,102        38,945       45,834
  Interest. . . . . . . . . . . . . . . . . . . . . . .          602          690         1,079        3,446
  General administrative. . . . . . . . . . . . . . . .      266,726      283,691       830,281      798,819
                                                         -----------  ------------  -----------  -----------
    Total Cost and Expenses . . . . . . . . . . . . . .    2,852,322      470,732     4,516,696    1,518,228
                                                         -----------  ------------  -----------  -----------

Net Income/(Loss) . . . . . . . . . . . . . . . . . . .  $ 1,071,553  $  (172,172)  $   447,154  $   144,288
                                                         ===========  ============  ===========  ===========

Net Income (Loss) per Common Share. . . . . . . . . . .  $       .05  $      (.01)  $       .02  $       .01
                                                         ===========  ============  ===========  ===========

Weighted Average Number of Shares . . . . . . . . . . .   19,707,248   19,689,748    19,707,248   19,689,748
                                                         ===========  ============  ===========  ===========

<PAGE>
  The accompanying notes are an integral part of these
  condensed financial statements.
                                                                   6


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


                                                               For  the  Nine  Months
                                                               ----------------------
                                                                 Ended  Sept  30,
                                                                 ----------------

                                                                2002         2001
                                                             -----------  -----------
<S>                                                          <C>          <C>
Cash Flows from Operating Activities
  Net loss/profit . . . . . . . . . . . . . . . . . . . . .  $  447,154   $  144,288
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization. . . . . . .      38,945       45,834
      Shares issued officer compensation. . . . . . . . . .      11,700          -0-
      Changes in operating capital:
      Amounts receivable-(Increase)decrease . . . . . . . .      (5,642)     690,272
      Trade accounts payable-Increase(decrease) . . . . . .     767,137     (425,096)
      Amounts payable to joint venture
        participants and related parties-Increase(decrease)      (3,714)    (445,068)
      Advances from joint venture
        Participants-Increase(decrease) . . . . . . . . . .     313,945     (109,039)
                                                             -----------  -----------

Net Cash Used by Operating Activities . . . . . . . . . . .   1,569,525      (98,809)
                                                             -----------  -----------

Cash Flows from Investing Activities
  Capital expenditures. . . . . . . . . . . . . . . . . . .    (117,959)    (652,738)
                                                             -----------  -----------

Cash Flows from Financing Activities
    Principal payments on long-term debt. . . . . . . . . .        (135)      (5,104)
  Proceeds from issuance of common stock. . . . . . . . . .       8,135       57,000
                                                             -----------  -----------
      Net Cash Provided (used) by Financing Activities. . .       8,000       51,896
                                                             -----------  -----------

Net Increase (Decrease) in Cash and Cash Equivalents. . . .   1,459,566     (699,651)
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . . . . . . . .     911,913    1,373,570
                                                             -----------  -----------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . . . . . . . .  $2,371,479   $  673,919
                                                             ===========  ===========

Supplemental Information:

  Cash paid for interest. . . . . . . . . . . . . . . . . .  $    1,079   $    3,446
  Cash paid for taxes . . . . . . . . . . . . . . . . . . .  $    5,137   $    7,779
</TABLE>



<PAGE>
                                        8




                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2002 AND 2001
                                   (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  September 30, 2002, 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-KSB for the year ended December 31, 2001.

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  -  RECENT  ACCOUNTING  PRONOUNCEMENTS
            ----------------------------------

On  January  1,  2002,  we  adopted  Financial Accounting Standards Board (FASB)
Statement  of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible  Assets"  (SFAS  142).  Under  SFAS 142, goodwill is a nonamortizable
asset,  and is subject to an annual review for impairment, and an interim review
when  certain events or circumstances occur that indicate the carrying value may
not  be recoverable.  Under SFAS 142, we had a transitional period of six months
from  the  date  of  adoption  to  complete our goodwill impairment testing.  We
evaluated the recoverability of the recorded amount of goodwill based on certain
operating  and  financial  factors.  Such impairment testing included discounted
cash  flow  tests which require broad assumptions and significant judgment to be
exercised  by  management.  As  a  result  of  this  analysis,  no impairment of
goodwill  was  identified.

On  January  1,  2002,  we  adopted  SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets" (SFAS 144).  Under SFAS 144, long-lived assets to
be  disposed  of are measured at the lower of carrying amount or fair value less
costs  to  sell,  whether  reported  in continuing operations or in discontinued
operations.  Discontinued  operations  will  no  longer  be  measured  at  net
realizable  value  or  include  amounts  for  operating losses that have not yet
occurred.  A  long-lived  asset must be tested for impairment whenever events or
changes in circumstances indicate that its carrying amount may be impaired.  The
implementation  of  this  standard  had  no  effect  on  results  of operations.

<PAGE>

In  July  2001,  the  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations"  (SFAS  143).  Under SFAS 143, the fair value of a liability for an
asset  retirement  obligation  should  be  recorded in the period in which it is
incurred.  Upon  settlement  of  the  liability,  an  entity  either settles the
obligation  for  its  recorded  amount  or  incurs a gain or loss if the settled
amount  differs  from  the liability recorded.  SFAS 143 is effective for fiscal
years  beginning after June 15, 2002.  We are currently evaluating this guidance
and  have  not  determined  the  impact  on  our  financial position, results of
operations,  or  net  cash  flows,  however,  such  impact  could  be  material.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities" (SFAS 146).  SFAS 146 addresses the financial
accounting  and reporting for costs associated with exit or disposal activities.
SFAS  146 states that a liability for a cost associated with an exit or disposal
activity  shall  be  recognized  and measured initially at its fair value in the
period  when  the  liability  is incurred.  A liability is established only when
present  obligations to others are determined.  SFAS 146 does not apply to costs
associated  with  the  retirement  of long-lived assets covered in SFAS 143 (see
above).  It  applies  to  costs  associated  with an exit activity that does not
involve  an  entity  newly acquired in a business combination or with a disposal
activity  covered  by  SFAS 144 (see above).  We will apply SFAS 146 for exit or
disposal  activities  initiated after December 31, 2002.  We are evaluating this
guidance and do not believe that it will have a material impact on our financial
position,  results  of  operations,  or  net  cash  flows.


<PAGE>
                                       17




ITEM 2.  MANAGEMENT'S 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
---------------------

We  began  drilling  the  Sunrise-Mayel  No.  2-H  on  July  12, 2002.  Next, we
hydraulically  fractured  the well, which was done on September 7, 2002.  We are
cleaning  out  the  "frac"  fluids  and  evaluating  the  results.

We  are  planning  to  commence drilling the Aurora #1-19 well in November.  The
well  is  a 5,800' deep test well.  It is estimated to take 19 days to drill and
another  12  days  to  complete.

Precious  Metals
----------------

We  had  no  activity on our Alaska claims block this season.  We were unable to
secure  funding  timely  enough  to  allow any significant work to be performed.
Hopefully, we will be able to secure financing earlier in 2003 to allow us to do
some  of  the  additional  work  that  is  needed.

Three  Months Ended Sept. 30, 2002 as compared with Three Months ended Sept. 30,
--------------------------------------------------------------------------------
2001
----

In the quarter ended September 30, 2002 total revenue was $3,923,875 compared to
$298,500  for  the  same  quarter  in  2001.  This increase was from the sale of
turnkey drilling interests in the Sunrise-Mayel #2H.  Sale of oil and gas income
this  quarter  was  approximately  the  same as this same period in 2001.  Other
income  was  $97,058  less  this  quarter  due  to  distribution  in 2001 from a
non-operated  drilling  partnership.

Costs and expenses increased $2,381,590 for the period ending September 30, 2002
compared  to the same period last year.  Oil and gas lease expenses were $23,572
in  the  third quarter of 2002 compared to $45,765 in the same quarter last year
due  to less well workover expenses in 2002.  Mining costs are $36,809 less this
quarter  due  to  decreased activity on our Alaska mining claims this year.  Our
project  geology, geophysics, land and administration costs were $973,076 higher
in  the  quarter  ended September 30, 2002 because of increased land acquisition
costs  and  geologic work over the same period last year.  Cost of sales in this
quarter  of  $1,487,689  is  the  cost  related  to the sale of turnkey drilling
prospects.

For the quarter ended September 30, 2002 we had income of $1,071,553 compared to
a loss of $172,172 for the third quarter ended September 30, 2001.  This was due
to  the  sale  of  a  prospect.

Nine  Months  Ended  Sept.  30,  2002  as  compared  to  September  30,  2001
-----------------------------------------------------------------------------

Total revenue was $4,963,850 for the nine months ended September 20, 2002, which
is an increase of $3,301,334 compared to the same period in 2001.  This increase
was  due to the sale of turnkey drilling interests in several prospects.  We had
a decrease of $130,752 in other income the first nine months of 2002 compared to
the same period in 2001 due to distribution in 2001 from a non-operated drilling
partnership.

We  had  costs and expenses of $4,516,696 for this nine-month period compared to
$1,518,228  in  the  same period in 2001.  This increase of $2,998,468 is due to
the  cost  of  the  sale of turnkey drilling interests in prospects we sold this
first  nine  months.  We had a decrease in oil and gas lease expense of $127,049
because  of  reduced  workover expenses.  Mining expenses were $459,374 less for
the  nine  months  ending September 30, 2002 compared to the same period in 2001
due  to  reduced  activity  on  our  mining  claims.  We  were unable to get the
necessary  funding  in  a  timely manner to enable us to perform any significant
activity.  Project geology, geophysics and land costs are $1,037,310 higher this
year  due  to increased land acquisition and related geologic work.  We had cost
of  sales of $2,115,375 associated with the sale of direct working interests the
same  period  in  2001.

We  had  net  income  of  $447,154  for the nine months ended September 30, 2002
compared  to  $144,288 for the same period in 2001.  This is due mainly from the
profit  generated  from  the  sale  of  direct working interests in our drilling
projects.

Capital  Resources  and  Liquidity
----------------------------------

Current assets are $2,496,375 at September 30, 2002 compared to $1,031,167 as of
December  31,  2001.  This  is  due  to  an  increase  in  cash from our capital
formation  program  Opus  1.  Current  liabilities  are  $4,064,320 for the nine
months  ended  September  30,  2002  compared to $3,019,610 for the period ended
December  31,  2001.  This  increase  is  due  to  advances  from  joint venture
participants  in  our  drilling  programs.

Operating  Activities.  We  had  a positive cash flow of $1,569,525 for the nine
months  ended September 30, 2002 compared to a negative cash flow of $98,809 for
the  same  period  in  2001.  This  change is due to funds acquired in 2002 from
joint  venture  participants  for  drilling  activity.  Our  primary  sources of
operating  funds  are  comprised  of  selling  prospects  and oil and gas sales.

Investing  Activities.  In  the  first nine months of 2002, we spent $117,959 on
capital  expenditures  compared  to $652,738 for the same period in 2001.  These
expenditures  were  the  result  of leasing activities to acquire leases for our
drilling  program.  We  expect to recoup these amounts as the drilling prospects
are  sold  to  drilling  programs.

Financing  Activities.  Net  cash  provided  by  investing activities was $8,000
compared  to  $51,896  for the same period in 2001.  This decline was due to the
issuance  of  $57,000  dollars  of common stock in the first nine months of 2001
compared  to  $8,135  this year for sales of restricted company stock in private
transactions.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
          ----------------------------------------------------------------

Tri-Valley  Corporation  does  not engage in hedging activities and does not use
commodity  futures  or  forward  contracts  in  its  cash  management functions.


ITEM  4.  CONTROLS  AND  PROCEDURES
          -------------------------

As  of September 30, 2002, an evaluation was performed under the supervision and
with  the participation of the Company's management, including the Company's CEO
and  CFO,  of  the  effectiveness  of  the design and operation of the Company's
disclosure  controls  and  procedures.  Based  on that evaluation, the Company's
management,  including  the CEO and CFO, concluded that the Company's disclosure
controls  and  procedures  were  effective as of September 30, 2002.  There have
been  no  significant  changes  in  the  Company's internal controls or in other
factors  that  could  significantly  affect  internal  controls  subsequent  to
September  30,  2002.


PART  II  -  OTHER  INFORMATION

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

None

ITEM  2.     CHANGES  IN  SECURITIES
             -----------------------

During  the  quarter  ended  September  30,  2002, we issued 5,000 shares of our
common  stock  to  one  ex-employee  who  exercised  stock  options in a private
transaction  pursuant  to  the  exemption  contained  in  Section  4(2)  of  the
Securities  Act  of  1933,  for  aggregate  consideration of $2,500.  The shares
sold/issued  are restricted securities, which bear a legend restricting transfer
of  the  shares  unless  registered or sold under an exemption from registration
requirements  under  the  Securities  Act.

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

(a)     Exhibits
None
(b)  Reports  on  Form  8-K:
           None

<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




      November  13,  2002      /s/  F.  Lynn  Blystone
                              ------------------------
                                 F.  Lynn  Blystone
                              President  and  Chief  Executive  Officer


      November  13,  2002     /s/  Thomas  J.  Cunningham
                              ---------------------------
                               Thomas  J.  Cunningham
                              Secretary,  Treasurer,  Chief  Financial  Officer


<PAGE>
                               CIVIL CERTIFICATION

I,  F.  Lynn  Blystone,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Tri-Valley
Corporation;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements made, in light of circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrants  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrants  disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and audit committee of
registrant's board of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrants  other  certifying  officers  and  I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  13,  2002


               /s/  F.  Lynn  Blystone
               -----------------------
                    Chief  Executive  Officer

<PAGE>
                               CIVIL CERTIFICATION

I,  Thomas  J.  Cunningham,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Tri-Valley
Corporation;

2.  Based  on  my  knowledge,  this quarterly report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements made, in light of circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

4.  The  registrants  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrants  disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and audit committee of
registrant's board of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrants  other  certifying  officers  and  I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  November  13,  2002


               /s/  Thomas  J.  Cunningham
               ---------------------------
                    Chief  Financial  Officer


<PAGE>

                                  CERTIFICATION

Each of the undersigned hereby certifies that this Quarterly Report on Form 10-Q
complies  with  the  requirements  of  Section  13(a) or 15(d) of the Securities
Exchange  Act  of 1934, as amended, and the information contained in such report
fairly represents, in all material respects, the financial condition and results
of  operations  of  the  Company.

      November  13,  2002      /s/  F.  Lynn  Blystone
                              ------------------------
                                    F.  Lynn  Blystone
                                 President  and  Chief  Executive  Officer


      November  13,  2002     /s/  Thomas  J.  Cunningham
                              ---------------------------
                                   Thomas  J.  Cunningham
                               Secretary,  Treasurer,  Chief  Financial  Officer