2

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

                                   FORM 10-QSB

(Mark  One)

[X]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES  AND  EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  June  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 June 30, 1998
was  19,063,248.
                             TRI-VALLEY CORPORATION

                                      INDEX
<TABLE>
<CAPTION>


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

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets June 30 1998 and
    December 31, 1997. . . . . . . . . . . . . . . . . . .     3

  Consolidated Statements of Operations for the six
    months ended June 30, 1998 and 1997. . . . . . . . . .     5

  Consolidated Statements of Cash Flows for the six
    months ended June 30, 1998 and 1997. . . . . . . . . .     6

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


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


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

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



                                                               3

</TABLE>


                         PART I - FINANCIAL INFORMATION

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

                             TRI-VALLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>


                                     June 30, 1998   Dec. 31, 1997
                                     --------------  --------------
<S>                                  <C>             <C>
Current Assets
  Cash. . . . . . . . . . . . . . .  $      950,787  $    2,778,592
  Accounts receivable, trade. . . .         380,443         696,758
  Note Receivable . . . . . . . . .         125,000         125,000
  Prepaid expenses. . . . . . . . .           2,029           2,029
                                     --------------  --------------

    Total Current Assets. . . . . .       1,458,259       3,602,379
                                     --------------  --------------

Property and Equipment, Net . . . .         910,237         821,614
                                     --------------  --------------

Other Assets
  Deposits. . . . . . . . . . . . .         100,000         100,000
  Acquisition Costs . . . . . . . .         174,252         119,007
  Investments in partnerships . . .           8,421           8,421
  Other . . . . . . . . . . . . . .          13,908          13,908
  Well Database (net of accumulated
    amortization of $2,308 at
    June 30, 1998 and $1,539
    at December 31, 1997. . . . . .          92,341          93,111
  Goodwill (net of accumulated
    amortization of $183,478 at
  June 30, 1998 and $178,055
    at December 31, 1997. . . . . .         250,375         255,798
                                     --------------  --------------

      Total Other Assets. . . . . .         639,297         590,245
                                     --------------  --------------

      Total Assets. . . . . . . . .  $    3,007,793  $    5,014,238
                                     ==============  ==============
</TABLE>



                            LIABILITIES  AND  SHAREHOLDERS'  EQUITY
<TABLE>
<CAPTION>


                                     June 30, 1998    Dec. 31, 1997
                                     ---------------  ---------------
<S>                                  <C>              <C>
CURRENT LIABILITIES
  Notes and contracts payable. . . . $       34,877   $       90,667 
  Trade accounts payable . . . . . .        196,215           74,796 
  Amounts payable to joint venture
    participants . . . . . . . . . .        313,362          605,431 
  Advances from joint venture
    participants . . . . . . . . . .        677,208        1,845,064 
  Due to related parties . . . . . .         63,532           96,532 
  Accrued expenses and
   other liabilities . . . . . . . .              0                0 
                                     ---------------  ---------------

    Total Current Liabilities. . . .      1,285,194        2,712,490 
                                     ---------------  ---------------

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

Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    50,000,000 shares authorized;
    19,063,248  and  18,922,248 issued
    and outstanding at June 30, 1998
    and Dec. 31, 1997, respectively.         19,055           18,922 
  Less:  Common stock in treasury,
   at cost, 159,425 shares . . . . .       (36,133)         (28,639)
  Capital in excess of par value . .      8,162,935        8,048,331 
  Accumulated deficit. . . . . . . .    (6,437,208)      (5,853,816)
                                     --------------  ---------------

    Total Shareholders' Equity . . .      1,708,649        2,184,798 
                                     --------------  ---------------

    Total Liabilities and
      Shareholders' Equity . . . . . $    3,007,793   $    5,014,238 
                                     ===============  ===============
  The accompanying notes are an integral part of these
  condensed financial statements.

                                     7 

</TABLE>


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

                     For  the  Three  Months                          For  the  Six  Months


                                                 1998          1997          1998          1997
                                             ------------  ------------  ------------  ------------
<S>                                          <C>           <C>           <C>           <C>
Revenues
  Sale of oil and gas . . . . . . . . . . .  $   220,233   $   149,444   $   439,716   $   305,376 
  Other income. . . . . . . . . . . . . . .       22,712        11,926        61,178        23,011 
  Interest income . . . . . . . . . . . . .       25,882        34,133        50,793        42,674 
                                             ------------  ------------  ------------  ------------

    Total Revenues. . . . . . . . . . . . .      268,827       195,503       551,687       371,061 
                                             ------------  ------------  ------------  ------------

Cost and Expenses
  Oil and  gas lease expense. . . . . . . .       12,517         8,651        56,147        40,829 
  Mining Exporation Expenses. . . . . . . .       22,101           -0-       133,733           -0- 
  Depletion, depreciation and amortization.       38,291        17,580        76,583        35,159 
  Interest. . . . . . . . . . . . . . . . .        1,421         4,628         3,447         8,925 
  General administrative. . . . . . . . . .      496,554       187,948       857,670       557,744 
                                             ------------  ------------  ------------  ------------

    Total Cost and Expenses . . . . . . . .      570,884       218,807     1,127,580       642,657 
                                             ------------  ------------  ------------  ------------

Net Loss. . . . . . . . . . . . . . . . . .  $  (302,057)  $   (23,304)  $  (575,893)  $  (271,596)
                                             ============  ============  ============  ============

Net Income (Loss) per Common Share. . . . .  $      (.02)  $      (.02)  $      (.03)  $      (.03)
                                             ============  ============  ============  ============

Weighted Average Number of Shares . . . . .   19,063,248    17,957,915    19,063,248    17,957,915 
                                             ============  ============  ============  ============
                      TRI-VALLEY CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Unaudited)


<CAPTION>

                                                  For  the  Six  Months
                                                  ---------------------
                                                     Ended  June  30,
                                                     ----------------

                                                     1998         1997
                                                 ------------  -----------
<S>                                              <C>           <C>
Cash Flows from Operating Activities
  Net loss. . . . . . . . . . . . . . . . . . .  $  (575,893)  $ (271,596)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization.      (76,583)     (35,159)
      Changes in operating capital:
      Amounts receivable. . . . . . . . . . . .      316,315     (187,679)
      Deposits. . . . . . . . . . . . . . . . .            0            - 
      Trade accounts payable. . . . . . . . . .      121,419         (589)
      Amounts payable to joint venture
        participants and related parties. . . .     (325,069)    (122,491)
      Advances from joint venture
        participants. . . . . . . . . . . . . .   (1,167,856)     296,736 
      Accrued expenses and other liabilities. .            0            0 
                                                 ------------  -----------

Net Cash Used by Operating Activities . . . . .   (1,707,667)    (250,460)
                                                 ------------  -----------

Cash Flows from Investing Activities
  Capital expenditures. . . . . . . . . . . . .      (68,591)    (357,412)
                                                 ------------  -----------

Cash Flows from Financing Activities
  Investor payable. . . . . . . . . . . . . . .     (103,000)    (662,680)
  Principal payments on long-term debt. . . . .      (55,790)     131,515 
  Proceeds from issuance of common stock. . . .      107,243    2,124,653 
                                                 ------------  -----------
      Net Cash Provided by Financing Activities      (51,547)   1,593,488 
                                                 ------------  -----------

Net Increase in Cash and Cash Equivalents . . .   (1,824,805)     985,616 
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . .    2,778,592      894,365 
                                                 ------------  -----------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . .  $   950,787   $1,879,981 
                                                 ============  ===========
</TABLE>



                                       10

                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)

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

The  financial  information  included  herein  is  unaudited;  however,  such
information  reflects  all  adjustments  (consisting  solely of normal recurring
adjustments)  which  are,  in  the  opinion  of management, necessary for a fair
statement  of results for the interim periods. The results of operations for the
six  months  period  ended  June 30, 1998, are not necessarily indicative of the
results  to  be  expected  for  the  full  year.

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




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

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


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

BUSINESS  REVIEW

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

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

Computer  Issues  for  the  Year  2000
--------------------------------------

The  Company  is  aware  of  the  issues associated with the programming code in
existing  systems  as  the  millennium  (Year 2000) approaches.  The Company has
examined  the  computer  software  and is confident it will accommodate the Year
2000  issue.  Additionally, the company is contacting its appropriate vendors to
determine  if  they  are  equipped  to  handle the Year 2000 issue.  The company
expects  to  have  all  the responses from these vendors by the end of the third
quarter  of  its  fiscal  year  (9/30/98).  The  funds  spent  to  make  this
determination  are  less  than  fifty  dollars.

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

The  Company  drilled and completed the Pimental 1-15 in 1997.  Due to delays in
acquiring  part  of  an  existing  pipeline  which  included  rights of way, the
construction of the remaining portion of the pipeline was delayed.  However, the
pipeline  section  has  been  acquired  and  the  remaining  portion  is  being
constructed.    It  is  expected  that this project will be completed in August.

In the first two quarters of this year the company drilled the Holly Sugar No. 1
and the Kantzer-Fox 1-24.  These wells have been completed and we are evaluating
these  wells  to  determine  the  reservoir  quality  and  production potential.

Tri-Valley  is continuing to look for suitable producing properties or companies
to  acquire.  Management feels there is an opportunity in the industry today for
sound  acquisitions  due  to  the  current  low  prices  vis a vis the long term
outlook.

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

The  Company  has signed an option agreement with Red Star Resources Corporation
to  explore and develop approximately 25 square miles of the Company's 45 square
mile  claim block in the Richardson Gold District of Alaska.  Red Star will work
on  the  Buck  Trend  on  which  Tri-Valley  has  delineated possible very large
pluton-related  gold  system  targets.
ITEM  2.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           ---------------------------------------------------------------------
           OF  OPERATIONS  (Continued)
           --------------

BUSINESS  REVIEW  (continued)

Red  Star  Resources,  a mining company based in Vancouver, B.C., can earn a 51%
interest  in  the  Buck property by carrying out $6,300,000 in work expenditures
over  the  next five years, including $300,000 in the current year.  The company
must  also  pay  Tri-Valley  at least $700,000, including $25,000 on signing the
agreement  and  $75,000  on  approval by the Vancouver Stock Exchange, in staged
payments  as  partial reimbursement for Tri-Valley's previous exploration costs.

The  agreement  will also give Red Star right of first refusal in the event that
Tri-Valley  decides  to divest itself of its interest in its adjoining 20 square
mile  claim  block, which includes the four mile long Democrat Dike.  Tri-Valley
is  currently  bulk sampling up to 100,000 tons of ore from a test pit in one of
the  Democrat  Dike  zones.  The  Company  has  contracts  in  place  with
sub-contractors  to  perform  these  activities.

Again  this year Tri-Valley is utilizing the expertise of senior scientists from
TsNIGRI,  the  principal  mineral  research  institute  in  Moscow.

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

The  Company  has  been  continuing its due diligence to determine if it will be
able  to  make  this  acquisition.  Currently  an  evaluation/report  is  being
concluded  to assist management of Tri-Valley in making this determination.  The
Company intends to have its decision no later than the end of the third quarter.

Three  Months  Ended  June 30, 1998 as compared with Three Months ended June 30,
--------------------------------------------------------------------------------
1997
----

Revenues  were  $70,789 greater for the quarter ended June 30, 1998, compared to
the  same  period  last  year.  Total revenue was $268,827 for the period ending
June  30,  1998,  compared  to  $195,503  for  the  period ending June 30, 1997.

Costs  and  expenses increased this quarter due to increased lease expenses, and
the  cost  of  carrying  the lawsuit which has entered its most expensive stage.
Trial  is set for August 11, 1998.  Mining activity is now expensed as incurred,
and  our depletion, depreciation and amortization is more.  The Company added to
its  staff  this quarter when we hired a petroleum engineer, to screen producing
properties  and  companies  for  possible  acquisition.


                           PART II - OTHER INFORMATION

                                       13

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

The  company  is  plaintiff  in  a  lawsuit against a consulting geologist and a
former  officer  of  Tri-Valley  Oil  & Gas Company for fraud and theft of trade
secrets.


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

(a)          Exhibits
(27)    Financial  Data  Schedule

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




     Pursuant  to  the  requirement  of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                        TRI-VALLEY  CORPORATION
                                    (Registrant)



      June  12,  1998            /s/  F.  Lynn  Blystone
                               -------------------------
                                                          F.  Lynn  Blystone
               President  and  Chief  Executive  Officer