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  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.
                             TRI-VALLEY CORPORATION

                                      INDEX
<TABLE>
<CAPTION>


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

Item 1.  Unaudited Consolidated Financial Statements

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

  Consolidated Statements of Operations for the nine
    months ended September 30, 1998 and 1997 . . . . . . .     5

  Consolidated Statements of Cash Flows for the nine
    months ended September 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



                                                               5

</TABLE>


                         PART I - FINANCIAL INFORMATION

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

                             TRI-VALLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>


                                     September 30, 1998   Dec. 31, 1997
                                     -------------------  --------------
<S>                                  <C>                  <C>
Current Assets
  Cash. . . . . . . . . . . . . . .  $           188,884  $    2,778,592
  Accounts receivable, trade. . . .              305,446         696,758
  Note Receivable . . . . . . . . .              125,000         125,000
  Prepaid expenses. . . . . . . . .                2,029           2,029
                                     -------------------  --------------

    Total Current Assets. . . . . .              621,359       3,602,379
                                     -------------------  --------------

Property and Equipment, Net . . . .              978,054         821,614
                                     -------------------  --------------

Other Assets
  Deposits. . . . . . . . . . . . .              100,000         100,000
  Acquisition Costs . . . . . . . .              182,010         119,007
  Investments in partnerships . . .                8,421           8,421
  Other . . . . . . . . . . . . . .               13,913          13,908
  Well Database (net of accumulated
    amortization of $2,693 at
    Sept 30, 1998 and $1,539
    at December 31, 1997. . . . . .               91,957          93,111
  Goodwill (net of accumulated
    amortization of $186,189 at
  Sept 30, 1998 and $178,055
    at December 31, 1997. . . . . .              247,663         255,798
                                     -------------------  --------------

      Total Other Assets. . . . . .              643,964         590,245
                                     -------------------  --------------

      Total Assets. . . . . . . . .  $         2,243,377  $    5,014,238
                                     ===================  ==============
</TABLE>



                            LIABILITIES  AND  SHAREHOLDERS'  EQUITY
<TABLE>
<CAPTION>


                                     September 30, 1998    Dec. 31, 1997
                                     --------------------  ---------------
<S>                                                     <C>                   <C>
CURRENT LIABILITIES
  Notes and contracts payable. . . . $               822   $       90,667 
  Trade accounts payable . . . . . .             517,695           74,796 
  Amounts payable to joint venture
    participants . . . . . . . . . .             256,583          605,431 
  Advances from joint venture
    participants . . . . . . . . . .              17,161        1,845,064 
  Due to related parties . . . . . .              26,786           96,532 
  Accrued expenses and
   other liabilities . . . . . . . .                   0                0 
                                     --------------------  ---------------

    Total Current Liabilities. . . .             819,047        2,712,490 
                                     --------------------  ---------------

Long-term Portion of Notes and
  Contracts Payable. . . . . . . . .              13,948           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 Sept. 30, 1998
    and Dec. 31, 1997, respectively.              19,055           18,922 
  Less:  Common stock in treasury,
   at cost, 166,925 shares . . . . .             (39,424)         (28,639)
  Capital in excess of par value . .           8,162,935        8,048,331 
  Accumulated deficit. . . . . . . .          (6,732,184)      (5,853,816)
                                     --------------------  ---------------

    Total Shareholders' Equity . . .           1,410,382        2,184,798 
                                     --------------------  ---------------

    Total Liabilities and
      Shareholders' Equity . . . . . $         2,243,377   $    5,014,238 
                                                        ====================  ===============
  The accompanying notes are an integral part of these
  condensed financial statements.

                                                                          6 

</TABLE>


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

                     For  the  Three  Months                          For  the  Nine  Months


                                                 1998          1997          1998          1997
                                             ------------  ------------  ------------  ------------
<S>                                          <C>           <C>           <C>           <C>
Revenues
  Sale of oil and gas . . . . . . . . . . .  $   197,037   $   153,668   $   636,753   $   459,044 
  Other income. . . . . . . . . . . . . . .        8,454         6,220        69,632        29,231 
  Interest income . . . . . . . . . . . . .       11,514        24,710        62,307        67,384 
                                             ------------  ------------  ------------  ------------

    Total Revenues. . . . . . . . . . . . .      217,005       184,598       768,692       555,659 
                                             ------------  ------------  ------------  ------------

Cost and Expenses
  Oil and  gas lease expense. . . . . . . .       25,545        24,399        81,692        65,228 
  Mining Exploration Expenses. . . . . . .        35,644           -0-       169,377           -0- 
  Depletion, depreciation and amortization.       38,291        17,580       114,874        52,739 
  Interest. . . . . . . . . . . . . . . . .          799         3,751         4,246        12,676 
  General administrative. . . . . . . . . .      411,703       196,539     1,269,373       754,283 
                                             ------------  ------------  ------------  ------------

    Total Cost and Expenses . . . . . . . .      511,982       242,269     1,639,562       884,926 
                                             ------------  ------------  ------------  ------------

Net Loss. . . . . . . . . . . . . . . . . .  $  (294,977)  $   (57,671)  $  (870,870)  $  (329,267)
                                             ============  ============  ============  ============

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

Weighted Average Number of Shares . . . . .   19,063,248    18,343,915    19,063,248    18,343,915 
                                             ============  ============  ============  ============
TRI-VALLEY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


 
<CAPTION>

                                                  For  the  Nine  Months
                                                  ----------------------
                                                     Ended  Sept  30,
                                                     ----------------
                                                     1998         1997
                                                 ------------  -----------
<S>                                              <C>           <C>
Cash Flows from Operating Activities
  Net loss. . . . . . . . . . . . . . . . . . .  $  (870,870)  $ (329,267)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization.     (114,874)     (52,739)
      Changes in operating capital:
      Amounts receivable. . . . . . . . . . . .      391,312     (315,352)
      Deposits. . . . . . . . . . . . . . . . .            0            - 
      Trade accounts payable. . . . . . . . . .      442,899       18,608 
      Amounts payable to joint venture
        participants and related parties. . . .     (418,594)     (16,261)
      Advances from joint venture
        participants. . . . . . . . . . . . . .   (1,827,903)     (93,519)
      Accrued expenses and other liabilities. .            0            0 
                                                 ------------  -----------

Net Cash Used by Operating Activities . . . . .   (2,398,030)    (683,052)
                                                 ------------  -----------

Cash Flows from Investing Activities
  Capital expenditures. . . . . . . . . . . . .     (102,785)    (584,619)
                                                 ------------  -----------

Cash Flows from Financing Activities
  Investor payable. . . . . . . . . . . . . . .     (103,000)    (662,680)
  Principal payments on long-term debt. . . . .      (89,845)     105,039 
  Proceeds from issuance of common stock. . . .      103,952    2,145,670 
                                                 ------------  -----------
      Net Cash Provided by Financing Activities      (88,893)   1,588,029 
                                                 ------------  -----------

Net Increase in Cash and Cash Equivalents . . .   (2,589,708)     320,358 
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . .    2,778,592      894,365 
                                                 ------------  -----------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . .  $   188,884   $1,214,723 
                                                 ============  ===========
</TABLE>



                                       11

                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 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
nine  months  period ended September 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.  This issue could
potentially  effect  the  accounting  function  of the Company.  The Company has
completed  a  review  of the software and is confident the current software will
accommodate the Year 2000 issue.  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 completed and the well was put on production October
23.  We  are  currently  adjusting  the  pressure and flow rate to determine the
optimum  production  rate.

The  Company  announced that it is pursuing one of the nation's largest on shore
oil  and  gas targets with an upside potential of more than 4 billion barrels of
oil  and  10  trillion cubic feet of gas in place.  Tri-Valley Oil & Gas Company
has taken leases in 23 sections along trend.  The project is dubbed "Ekho" since
it  could  potentially  equal  or exceed the famous nearby super giant Elk Hills
                                                                       - - -
Oilfield.

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

On  June 25, 1998 the Company signed an offer/term sheet 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.
That offer/term sheet expired on August 31, 1998.  Subsequently, the company has
entered  into  negotiations with a Canadian mining giant, Placer Dome and signed
an  exploration/development  joint  venture on approximately 75% of Tri-Valley's
claim  block.



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

BUSINESS  REVIEW  (continued)

Placer  Dome  must  spend a minimum of $6.5 million in work to earn 51% interest
and  by  delivering  a  bankable feasibility study estimated to cost at least $6
million,  Placer  Dome  may  increase  its interest to 80%.  Tri-Valley retained
approximately 12.5 square miles of claims covering a potentially high grade dike
system  to  work  for  its  own  account.

During  the  summer  field  season, the Company set up an extensive crushing and
recovery circuit to process partially crushed ore from the Democrat pit in order
to  sample  the  gold  content  and,  hopefully,  recover  gold.  While data was
collected,  gold  recovery  was  minimal  due  to  two factors.  First it became
apparent  that  free  gold  was  not  present in quantity and the gold value was
locked  up  in  sulphides  which  would  require a chemical extraction phase and
considerable  permit burden.  Second, thanks to El Nino, it turned out to be one
of the wettest summers in 94 years of record keeping and storm activity severely
inhibited  and  finally  closed  the  operation.

Again  this  year  Tri-Valley  utilized  the expertise of senior scientists from
TsNIGRI,  the  principal  mineral research institute in Moscow.  Using their own
proprietary  prospecting  techniques,  TsNIGRI  scientists  have mapped multiple
targets  that could each host multi-million ounce deposits.  In September, three
TsNIGRI  scientists  revisted a geochemical anomaly they had identified in their
1991  reconnaissance  of the Buckeye Creek area.  An extension pattern of stream
cuts  and  hand-dug  prospect  pits  yielded  samples  of quartz with high gold,
bismuth,  tellurium  and  tungsten  values and weaker arsenic values.  These are
mineral  signatures  found  in recent discoveries of the four million plus ounce
Fort  Knox  Mine  to  the  north  and the five million ounce Pogo Deposit to the
southeast.  It  is  this  trend  that formed the basis for the Tri-Valley/Placer
Dome  joint  venture.

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

For  some  time  the  Company  has been conducting due diligence to determine if
would  be  viable  to acquire the assets of five telecommunication partnerships.
Due to a number of obstacles, including the State of New Jersey's action against
two  of  the  partnerships,  the  Company  has  determined that it is not in the
shareholders  best  interest  to  go  further  with this endeavor.  Accordingly,
Tri-Valley  does  not  plan  to  make  any  offer to the partners to acquire any
assets,  and  will  proceed to recover the money it has lent the partnerships to
reinvest  in oil and gas projects it believes offer greater upside to Tri-Valley
shareholders.

Corporate
---------

Over  60  people  attended  the  August  22,  1998  shareholder  meeting  in San
Francisco.  An  extensive  question and answer period covered all aspects of the
Company's  activities  (However,  no  information was given that was not already
fully  disclosed).  Over  89%  (17,032,377  out of 19,063,248) of the issued and
outstanding  shares  voted.  Management's  slate of directors was reelected by a
range  of  approximately  94%  to  99%  of  the  shares  voting.  The accounting
corporation  of  Brown,  Armstrong,  Randall & Reyes was approved as auditors by
over  99%.
ITEM  2.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
           ---------------------------------------------------------------------
           OF  OPERATIONS  (Continued)
           --------------

BUSINESS  REVIEW  (continued)

The  stock  option plan for employees and directors was approved by over 85% and
the  actions  of  the  board of directors since the previous shareholder meeting
were  ratified  by  over  96%.

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

The  Company  had  revenues of $217,005 for the three months ended September 30,
1998 compared to $184,598 for the quarter ended September 30, 1997.  Oil and gas
sales  increased  by $43,369 due to increased production.  This increase was due
to  the  Company putting two new wells into production in the latter part of the
third  quarter  in 1997.  Therefore, this increased revenue was not realized for
the  full  quarter  ended  September  30,  1997.

Costs  and  expenses  were  $511,982  for  the  quarter ended September 30, 1998
compared  to  $242,269  for the quarter ended September 30, 1997.  This increase
was  due  partially  because the Company is now expensing its mining operations.
In the past the Company capitalized these expenses.  Depletion, depreciation and
amortization  expense  increased  $20,711  for this quarter compared to the same
quarter  in  1997.  General  and  administrative costs increased $215,164 due in
large  part  to  the  ongoing  lawsuit.  (See  Item  1.  Legal  Proceedings.)

Nine  Months  Ended  September  30,  1998  as  compared  with  Nine Months ended
--------------------------------------------------------------------------------
September  30,  1997
--------------------

Revenue  for  the  nine months ended September 30, 1998 was $768,692 compared to
$555,569  for  the nine months ended September 30, 1997.  This increase was from
increased  gas  production.  Two  wells  were  put  into production in the third
quarter  of  1997,  the revenue from these wells is reflected by the increase in
production  for  the  full  nine  months  ended  September  30,  1998.

Expenses  increased  for  the  nine months ended September 30, 1998 by $754,636.
This  increase  was  from lease operating expenses increasing $16,464 because of
increased  production activities.  Mining expenses were $169,377, in prior years
the  Company  capitalized  these  costs.  However,  the  Securities and Exchange
Commission  has  advised  the  Company these costs should be expensed.  Interest
expenses  declined  $8,430.  General  administrative expenses increased $515,090
partially  because  of  the  lawsuit  pending.

 Tri-Valley  does  not  expect to be profitable for the year ending December 31,
1998.  However, due to expected increase in exploration activity for the year of
1999,  the  Company  expects  to  be  profitable  for  1999.

The  Company  continues to evaluate and pursue domestic opportunities, which fit
within  the  Company's  business  strategy.  The Company is currently evaluating
certain  development  and /or acquisition opportunities, but it is not presently
known  whether,  or  on  what  terms,  such  evaluations  will  result in future
agreements  or  acquisitions.


                           PART II - OTHER INFORMATION

                                       14

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)



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