2


                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, 2003          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,
2003  was  19,825,348.

<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. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              12

    Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . .              12

    Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . .              12

    Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . .              12

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              13





<PAGE>

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

                                                                                                   4



PART I - FINANCIAL INFORMATION

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

TRI-VALLEY CORPORATION
CONSOLIDATED BALANCE SHEETS


ASSETS

                              Sept 30, 2003. Dec. 31, 2002



                                 (Unaudited)    (Audited)
                                 ------------  -----------
<S>                              <C>           <C>
Current Assets
  Cash. . . . . . . . . . . . .  $  6,968,060  $ 1,936,294
  Accounts receivable, trade. .       153,103      151,618
  Prepaid expenses. . . . . . .        12,029       12,029
                                 ------------  -----------

    Total Current Assets. . . .     7,133,192    2,099,941
                                 ------------  -----------

Property and Equipment, Net . .     1,511,298    1,974,501
                                 ------------  -----------

Other Assets
  Deposits. . . . . . . . . . .       316,705      316,705
  Investments in partnerships .        17,400       17,400
  Other . . . . . . . . . . . .        13,913       13,913
  Goodwill (net of accumulated
    amortization of $221,439
    at December 31, 2002) . . .       212,414      212,414
                                 ------------  -----------

      Total Other Assets. . . .       560,432      560,432
                                 ------------  -----------

      Total Assets. . . . . . .  $  9,204,922  $ 4,634,874
                                 ============  ===========
</TABLE>



<PAGE>






                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                         Sept 30, 2003    Dec. 31, 2002
                                             (Unaudited)    (Audited)
                                             ------------  ------------
<S>                                          <C>           <C>
CURRENT LIABILITIES
  Notes and contracts payable . . . . . . .  $     2,234   $    13,792
  Trade accounts payable & accrued expenses    1,999,086       640,240
  Accounts payable to joint venture
    participants. . . . . . . . . . . . . .      110,588        74,412
  Advances from joint venture
    participants. . . . . . . . . . . . . .    6,105,814     2,617,333
                                             ------------  ------------

    Total Current Liabilities . . . . . . .    8,217,722     3,345,777
                                             ------------  ------------

Long-term Portion of Notes and
  Contracts Payable . . . . . . . . . . . .       17,714        26,791
                                             ------------  ------------


Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    100,000,000 shares authorized;
    19,825,348  and  19,726,348 issued
    and outstanding at Sept 30, 2003
    and Dec. 31, 2002, respectively . . . .       19,839        19,726
  Less:  Common stock in treasury,
   at cost, 100,025 shares. . . . . . . . .      (13,369)      (13,370)
  Common stock receivable . . . . . . . . .          -0-        (2,250)
  Capital in excess of par value. . . . . .    8,985,561     8,879,724
  Accumulated deficit . . . . . . . . . . .   (8,022,545)   (7,621,524)
                                             ------------  ------------

    Total Shareholders' Equity. . . . . . .      969,486     1,262,306
                                             ------------  ------------

    Total Liabilities and
      Shareholders' Equity. . . . . . . . .  $ 9,204,922   $ 4,634,874
                                             ============  ============
</TABLE>


<PAGE>
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  Sept  30,             Ended  Sept  30,
                               ----------------             -----------------
                               2003          2002          2003          2002
                               ----          ----          ----          ----
<S>                                          <C>           <C>

Revenues
 Sale of oil and gas       $   215,041  $   178,218  $   685,096  $   533,614
 Other  income                  15,857       19,293       36,930       59,291
 Sale of oil & gas prospects 2,894,480    3,720,657    3,862,480    4,358,047
 Interest  income               11,684        5,707       19,707       12,898
                           -----------   -----------  -----------  ----------
  Total  Revenues            3,137,062    3,923,875    4,604,213    4,963,850
                            ----------  -----------  -----------  -----------

Cost  and  Expenses
 Oil and gas lease expense      49,563       23,572      139,184      161,260
 Mining exploration expenses   177,071       33,538      239,958       76,355
 Project geology, geophysics,
  land & administration        581,141    1,027,213    1,301,884    1,293,401
 Cost of sale of oil & gas
   prospects                 1,837,452    1,487,689    2,314,351    2,115,375
 Depletion, depreciation
  and  amortization              7,233       12,982       21,699       38,945
 Interest                          620          602        2,000        1,079
 General administrative        311,412      266,726      986,157      830,281
                            ----------   ----------   ----------   ----------
  Total Cost and Expenses    2,964,492    2,852,322    5,005,233    4,516,696
                             ---------    ---------    ---------    ---------

Net  Income  (Loss)     $      172,570  $ 1,071,553   $ (401,020) $   447,154
                        ==============  ===========   =========== ===========
Basic & Diluted Earnings
  per  Share            $          .00  $       .05   $     (.02) $       .02
                        ==============  ===========   =========== ===========
Weighted  Average  Number
  of  Shares                19,821,348   19,707,248   19,803,681   19,707,248
                        ==============   ==========   ==========   ==========

</TABLE>


<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,
                                                           ----------------
                                                          2003          2002
                                                          ----          ----


Cash  Flows  from  Operating  Activities
  Net  profit/(loss)                              $     (401,020)  $    447,154
  Adjustments  to  reconcile  net  income
    to  net  cash  used  from  operating  activities:
     Depreciation,  depletion  and amortization           21,699         38,945
     Shares  issued  for  officer  compensation              -0-         11,700
     Changes  in  operating  capital:
     Accounts  receivable-(increase)decrease              (1,485)       (5,642)
     Trade  accounts  payable-increase(decrease)       1,338,211        767,137
     Accounts  payable  to  joint  venture
     participants and related parties-increase(decrease)  36,176        (3,714)
     Advances  from  joint  venture
      Participants-increase(decrease)                  3,488,481        313,945
                                                     -----------    -----------
Net Cash  rovided/(Used) by Operating Activities       4,482,062      1,569,525
                                                       ---------      ---------

Cash  Flows  from  Investing  Activities
  Capital  expenditures                                  462,138      (117,959)
                                                        --------       --------

Cash  Flows  from  Financing  Activities
    Principal  payments  on  long-term  debt             (20,635)         (135)
  Proceeds  from  issuance  of  common stock             108,201          8,135
                                                      ----------         ------

    Net Cash Provided/(Used) by Financing Activities      87,566          8,000
                                                        --------       --------

Net Increase in Cash and Cash Equivalents              5,031,766      1,459,566
Cash  and  Cash  Equivalents  at  Beginning
  Of  Period                                           1,936,294        911,913
                                                       ---------      ---------

Cash  and  Cash  Equivalents  at
  End  of  Period                                $     6,968,060  $   2,371,479
                                                 ===============  =============

Supplemental  Information:

  Cash  paid  for  interest                          $     2,000  $       1,079
  Cash  paid  for  taxes                             $     5,446  $       5,137



<PAGE>
                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                                   (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, 2003, 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, 2002.

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
            ----------------------------------

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, we anticipate these results will be
immaterial.

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>
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 artificially fractured (frac'd) the Sunrise-Mayel #2H-R well on July 7, 2003.
The frac job did not result in commercial production. After consideration it was
determined  that  performing an acid job should be done.  This was done the last
week  in October and we are currently recovering the spent acid fluid and should
soon  have  the  results.

We began drilling the Oil Creek well on August 28, 2003.  We reached total depth
on  October  5,  2003.  We  brought  the  necessary  equipment  on  location and
performed  the  first  perforation in the bottom interval of the well on October
28.  This  is  the first interval out of six in this well.  We will come up hole
and  perform  additional fracs, we anticipate this will be completed by November
12,  2003.

The Oil Lake prospect began drilling on October 31st.  We are estimating it will
reach  total  depth  by  November  15th.

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

We  began  a  two  phase  drilling program in July.  The intent was to drill one
phase  of  42  well  bores  and  a  2nd phase of 66 well bores.  The goal was to
determine  if  there  is  commercial grade placer gold at depth in creek valley.
The  well  bores  are 60 to 90 feet deep.  Due to repeated equipment failures we
were  only  able to drill the first phase of 42 well bores.  This resulted in an
insufficient  number  of  test  wells  to  make  a  conclusive  determination.

Three  Months  Ended  September  30,  2003  as  compared with Three Months ended
--------------------------------------------------------------------------------
September  30,  2002
--------------------

In  the quarter ended September 30 revenue was $3,137,062 compared to $3,923,875
for  the  same  quarter  in 2002.  This decrease resulted from lower proceeds of
sales  of  oil  and  gas  prospects.

Costs  and  expenses  increased  $112,170  for  the period ending June 30, 2003,
compared to the same period in 2002.  Oil & gas lease expenses were $25,991 more
for  the  quarter  ended  September  30,  2003,  due  to  an increased amount of
workovers  over the same quarter in 2002.  Mining expenses were $143,533 more in
this  quarter  than  in 2002, due to the bore hole drilling program this summer.
Project

ITEM  2.  (CONTINUED)

geology,  geophysics,  land  and administration expenses were $446,072 lower for
the  quarter  ended  September  30,  2003, compared to the same quarter in 2002.
This  decrease  is  due  to  reduced  activity
in  lease  acquisitions.  Cost  of  sale  of oil and gas prospects were $349,763
higher  this  quarter compared to the same quarter in 2002 because the prospects
sold  to  our  Opus I limited partnership drilling program cost more than in the
prior  period.  General  and  administration  costs  were $44,686 higher for the
quarter  ended  September  30, 2003, compared to the same quarter in 2002.  This
was due to increased investor relations expense and  preparing and mailing proxy
statements  for  our  annual  shareholders'  meeting.

For  the  quarter ended September 30, 2003, we had a profit of $172,570 compared
to  a  profit  of  $1,071,553  for  the  quarter  ended September 30, 2002.  The
$112,170  decrease  was  due  in  part  to  reduced  costs  in  project geology,
geophysics,  land  &  administration.

Nine  Months Ended September 30, 2003 as compared to Nine Months ended September
--------------------------------------------------------------------------------
30,  2002
---------

Our  revenue  decreased  $359,637 over the same period last year.  This decrease
was  from  decreased  income  from  the  sale  of  oil  and  gas  prospects.

Costs  and  expenses  were $488,537 more in the period ended September 30, 2003,
than in the same period last year.  Oil and gas lease expenses were $22,076 less
in  2003  due  to a decreased amount of well workovers.  Cost of sale of oil and
gas  prospects  is  198,976  more  this  year compared to last year. General and
administrative  costs  were $155,876 more in the nine months ended September 30,
2003,  compared  to  the  same  nine  month period in 2002.  G & A expenses were
higher  in  2003  because  we  recorded  $69,000  in directors fees/expenses, an
increase of $14,000 in office supplies and a $25,000 expense for a bonus paid to
the  president  of  the  Company  pursuant  to  his  employment  contract.

We had a loss of $401,020 for the nine months ended September 30, 2003, compared
to  a  profit  of $447,154 for the same nine month period in 2002.  This loss is
because  we  had  higher  costs  from  the  sale  of  prospects  in  2003.

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

We  have  funded  our oil and gas exploration activities primarily with proceeds
raised  through  privately  placed  drilling programs.  We make decisions on the
amount  of  capital expenditures for drilling as funds become available for that
purpose.  We  do  not, as a rule, rely on borrowings to fund drilling operations
or  other  activities.


<PAGE>

ITEM  2.  (CONTINUED)

Current  assets were $7,133,192 at September 30, 2003, compared to $2,099,941 as
of December 31, 2002.  This is due to an increase of cash related to investments
in  our OPUS-I drilling program. Property and equipment is $463,203 less for the
period  ended September 30 compared to year end due to the sale of prospect land
and  geology  related  to  the  limited  liability  drilling  partnership.

Current  liabilities  were  $8,217,722  for  the nine months ended September 30,
2003,  compared  to  $3,345,777  for  the  period ended December 31, 2002.  This
increase  is  due  to  accounts payable being $1,358,846 higher at September 30,
2003  compared to December 31, 2002 and advances from joint venture participants
of  $3,488,481  in  our drilling programs for drilling activities in our limited
liability  drilling  program.

OPERATING  ACTIVITIES.  We  had  a positive cash flow of $4,482,062 for the nine
months  ended  September 30, 2003 compared to a positive cash flow of $1,569,525
for  the  same  period  in 2002.  This change is due to an a loss from operating
activity  and  in  advances  from joint venture partners.  Our primary source of
funds  is  comprised  of  selling  prospects  and  oil  and  gas  sales.

INVESTING ACTIVITIES.  In the first nine months of 2003 we had costs $462,138 on
capital  expenditures  compared  to $117,959 for the same period in 2002.  These
expenditures  were  the  result  of sale of asset costs related to the Oil Creek
prospect.

FINANCING ACTIVITIES.  Net cash used by financing activities was $87,566 for the
nine  months  ended September 30, 2003 compared to $8,000 for the same period in
2002.  This  change was due to payments on long-term debt ($20,635) and proceeds
from  the  issuance  of  stock  in private transactions, from award of stock for
compensation  to  the  outside  directors  and  the  exercise  of  stock options
($108,201).

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, 2003, 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, 2003.  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,  2003.





PART  II  -  OTHER  INFORMATION

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

None

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

During  the quarter ended September 30, 2003, we issued a total of 12,000 shares
of our common stock in a private transaction pursuant to the exemption contained
in  Section  4(2)  of  the  Securities Act of 1933.  These shares are restricted
securities,  which  bear  a  legend  restricting  transfer  of the shares unless
registered  or  sold  under  exemption  from registration requirements under the
Securities  Act.  A  summary  of  these  share  issuances  follows:

We  issued  6,000 shares for aggregate consideration of $3,000.00.  These shares
were  issued  on  exercise  of options by an ex-employee.  The exercise price of
these  shares  was  $.50  each.

We  issued 6,000 shares in exchange for services.  The price of these shares was
$3.20  per  share  on  September  15,  2003,  the  date  of  the  award.

ITEM  5.     OTHER  INFORMATION
             ------------------

Effective  October  29, 2003 our common stock moved from the electronic over the
counter bulletin board to the American Stock Exchange.  The new ticker symbol is
TIV.

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

(a)     Exhibits
31.1  Rule  13a-14(a)/15d-14(a)  Certification
31.2  Rule  13a-14(a)/15d-14(a)  Certification
32.1  18  U.S.C.   1350  Certification
32.2  18  U.S.C.   1350  Certification

(b)  Reports  on  form  8-K:
       None




























                                   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  11,  2003      /s/  F.  Lynn  Blystone
                              ------------------------
                                                           F.  Lynn  Blystone
               President  and  Chief  Executive  Officer


      November  11,  2003     /s/  Thomas  J.  Cunningham
                              ---------------------------
               Thomas  J.  Cunningham
               Secretary,  Treasurer,  Chief  Financial  Officer


<PAGE>
                                  EXHIBIT 31.1
I,  F.  Lynn  Blystone,  President  and  Chief  Executive  Officer of Tri-Valley
Corporation,  certify  that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this 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 the circumstances under which such statements were made, not
misleading  with  respect  to  the  period covered by this report;3. Based on my
knowledge, the financial statements, and other financial information included in
this  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  report;
4.  The  registrant's  other  certifying  officer(s)  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15)  for  the  registrant  and  have:
 a)  designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, 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  report  is  being  prepared;
 b)  designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;
 c)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and
 d)  disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):
 a)  all  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and
 b)  any  fraud,  whether  or  not  material,  that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.
Date:  Nov.  11,  2003          /s/F.  Lynn  Blystone
          F.  Lynn  Blystone,  President  and  Chief  Executive  Officer

                                  EXHIBIT 31.1
I,  Thomas  J.  Cunningham,  Chief  Financial Officer of Tri-Valley Corporation,
certify  that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this 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 the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this 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  report;
4.  The  registrant's  other  certifying  officer(s)  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15)  for  the  registrant  and  have:
 a)  designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, 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  report  is  being  prepared;
 b)  designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;
 c)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and
 d)  disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):
 a)  all  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and
 b)  any  fraud,  whether  or  not  material,  that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.
Date:  Nov.  11,  2003          /s/Thomas  J.  Cunningham
          Thomas  J.  Cunningham,  Chief  Financial  Officer
          --------------------------------------------------


<PAGE>

                                  EXHIBIT 32.2

                   CERTIFICATION PURSUANT TO 18 U.S.C.   1350

The  undersigned,  Thomas  J.  Cunningham, Chief Financial Officer of Tri-Valley
Corporation, a Delaware corporation (the "Company"), pursuant to 18 U.S.C. 1350,
as  adopted  pursuant  to  Section 906 of the Sarbanes Oxley Act of 2002, hereby
certifies  that:

(1)  the  Company's Quarterly Report on Form 10-Q for the quarter ended Sept 30,
2003 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities  Exchange  Act  of  1934;  and

(2)  the  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

Date:  Nov.  11,  2003          /s/Thomas  J.  Cunningham
----------------------
          Thomas  J.  Cunningham,  Chief  Financial  Officer
          --------------------------------------------------






                                  EXHIBIT 32.2

                   CERTIFICATION PURSUANT TO 18 U.S.C.   1350


The  undersigned,  F.  Lynn  Blystone,  President and Chief Executive Officer of
Tri-Valley  Corporation,  a Delaware corporation (the "Company"), pursuant to 18
U.S.C.  1350,  as  adopted  pursuant to Section 906 of the Sarbanes Oxley Act of
2002,  hereby  certifies  that:

(1)  the  Company's Quarterly Report on Form 10-Q for the quarter ended Sept 30,
2003 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities  Exchange  Act  of  1934;  and

(2)  the  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

Date:  Nov  11,  2003          /s/F.  Lynn  Blystone
---------------------
          F.  Lynn  Blystone,  President  and  Chief  Executive  Officer
          --------------------------------------------------------------