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

                                 FORM 10-QSB/A-1

(Mark  One)

[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES  AND  EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  September  30,  1998

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

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

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

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

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

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

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

                              [ ]              [X ]
                               No             Yes

The  number  of shares of Registrant's common stock outstanding at September 30,
1998  was  19,063,248.

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ITEM  4.    Submission  of  Matters  to  a  Vote  of  Security  Holders
-----------------------------------------------------------------------

Tri-Valley  Corporation  held  its  annual shareholder meeting in San Francisco,
California  on  August 22, 1998.  Over 89% (17,032,377 out of 19,063,248) of the
issued  and  outstanding  shares voted.  The items voted on and the results are:


                    Votes  For                    Votes Against          Abstain

-          Election  of  Directors:

Name

F.  Lynn  Blystone          15,974,413                  953,789          104,175

Earl  H.  Beistline         16,892,205                   35,997          104,175

Milton  J.  Carlson         16,885,902                   42,300          104,175

Dennis  P.  Lockhart        16,893,202                   35,000          104,175

Loren  J.  Millar           16,898,202                   30,000          104,175

-     Appoint  Brown,  Armstrong, Randall & Reyes as independent accountants for
the  Company:
                            16,955,332                   43,995           33,050

-          Approve  incentive  stock  option  plan

                            14,524,525                2,269,082          238,770




                                   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)



      March  23,  1998            /s/  F.  Lynn  Blystone
                                -------------------------
                                F.  Lynn  Blystone
                                President  and  Chief  Executive  Officer