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  March  31, 2004          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 March 31, 2004
was  20,100,627.

<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. . . . . . . . . . . . . . . . .               8

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk. . . . . . .              10

    Item 4.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . .              10


PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              10

    Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . .              10

    Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . .              10

    Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . .              10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              11





<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

                               March 31, 2004 . Dec. 31, 2003

                                 (Unaudited)    (Audited)
                                 ------------  -----------
<S>                              <C>           <C>
Current Assets
  Cash. . . . . . . . . . . . .  $  6,748,258  $ 6,006,973
  Accounts receivable, trade. .       126,570      163,825
  Prepaid expenses. . . . . . .        12,029       12,029
                                 ------------  -----------

    Total Current Assets. . . .     6,886,857    6,182,827
                                 ------------  -----------

Property and Equipment, Net . .     1,517,520    1,522,333
                                 ------------  -----------

Other Assets
  Deposits. . . . . . . . . . .       372,105      372,105
  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. . . .       615,832      615,832
                                 ------------  -----------

      Total Assets. . . . . . .  $  9,020,209  $ 8,320,992
                                 ============  ===========
</TABLE>



<PAGE>






                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                        March  31,  2004  Dec.  31,  2003

                                             (Unaudited)    (Audited)
                                             ------------  ------------
<S>                                          <C>           <C>
CURRENT LIABILITIES
  Notes and contracts payable . . . . . . .  $     2,425   $     9,985
  Trade accounts payable & accrued expenses      890,679       835,729
  Accounts payable to joint venture
    participants. . . . . . . . . . . . . .       60,939        91,275
  Advances from joint venture
    participants. . . . . . . . . . . . . .    5,980,887     4,811,742
                                             ------------  ------------

    Total Current Liabilities . . . . . . .    6,934,930     5,748,731
                                             ------------  ------------

Long-term Portion of Notes and
  Contracts Payable . . . . . . . . . . . .       11,954        16,805
                                             ------------  ------------


Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    100,000,000 shares authorized;
    20,100,627  and  20,097,627 issued
    and outstanding at March 31, 2004
    and Dec. 31, 2003, respectively . . . .       20,100        20,115
  Less:  Common stock in treasury,
   at cost, 100,025 shares. . . . . . . . .      (13,370)      (13,370)
  Capital in excess of par value. . . . . .    9,011,968     9,010,453
  Accumulated deficit . . . . . . . . . . .   (6,945,373)   (6,461,742)
                                             ------------  ------------

    Total Shareholders' Equity. . . . . . .    2,073,325     2,555,456
                                             ------------  ------------

    Total Liabilities and
      Shareholders' Equity. . . . . . . . .  $ 9,020,209   $ 8,320,992
                                             ============  ============
</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
                                                                                         -----------------------
                                                                                            Ended  March  31,
                                                                                            -----------------

                                                                                           2004          2003
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Revenues
  Sale of oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   227,419   $   266,647
  Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       13,493         6,613
  Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          369         3,520
                                                                                       ------------  ------------

    Total Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      241,281       276,780
                                                                                       ------------  ------------

Cost and Expenses
  Oil and gas lease expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       18,070        56,325
  Mining exploration expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       38,231        30,307
  Project geology, geophysics,
    land & administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       94,432       289,019
  Depletion, depreciation and
    amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        7,233         7,233
  Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       26,292           713
  General and administrative. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      600,587       314,590
                                                                                       ------------  ------------

    Total Cost and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      784,845       698,187
                                                                                       ------------  ------------

Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (543,564)  $  (421,407)
                                                                                       ============  ============

Net Loss per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (.03)  $      (.02)
                                                                                       ============  ============
Weighted Average Number of Shares . . . . . . . . . . . . . . . . . . . . . . . . . .   20,099,627    19,731,348
                                                                                       ============  ============

<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 Three Months
                                                                                          --------------------
                                                                                             Ended March 31,
                                                                                          --------------------

                                                                                              2004          2003
                                                                                       ------------  ------------
<S>                                                                                    <C>           <C>
Cash Flows from Operating Activities
  Net profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (543,564)  $  (421,407)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization. . . . . . . . . . . . . . . . . . . .        7,233         7,233
      Changes in operating capital:
      Accounts receivable-(increase)decrease. . . . . . . . . . . . . . . . . . . . .       37,255      (210,691)
      Trade accounts payable-increase(decrease) . . . . . . . . . . . . . . . . . . .       54,949      (347,477)
      Accounts payable to joint venture
        participants and related parties-increase(decrease) . . . . . . . . . . . . .      (30,336)      147,653
      Advances from joint venture
        Participants-increase(decrease) . . . . . . . . . . . . . . . . . . . . . . .    1,169,145       481,791
                                                                                       ------------  ------------

Net Cash Provided/(Used) by Operating Activities. . . . . . . . . . . . . . . . . . .      694,682      (342,898)
                                                                                       ------------  ------------

Cash Flows Provided/(Used) by Investing Activities
  Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       57,512       (94,649)
                                                                                       ------------  ------------

Cash Flows from Financing Activities
  Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . . . . . .      (12,411)      (16,027)
  Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . . . . . .        1,500        25,650
                                                                                       ------------  ------------

      Net Cash Provided/(Used) by Financing Activities. . . . . . . . . . . . . . . .      (10,911)        9,623
                                                                                       ------------  ------------

Net Increase in Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . .      741,283      (427,924)
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6,006,975     1,936,294
                                                                                       ------------  ------------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 6,748,258   $ 1,508,370
                                                                                       ============  ============

Supplemental Information:

  Cash paid for interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       523   $       713
  Cash paid for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     4,925   $     5,446
</TABLE>



<PAGE>
                                          14


                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2004 AND 2003
                                   (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
three-month  period  ended March 31, 2004, 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, 2003.

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

The  most  intense  activity for Tri-Valley during the first quarter of 2004 was
the  anticipated  diesel  oil  frac of the Sunrise-Mayel #2H-Redrill well in the
McClure  Shale from 6100' to 6970'.  The frac was done on March 7, 2004, and was
designed  to input 150,000-lbs of sand utilizing 52,000-gallons of gelled diesel
fuel.  The  frac  job  did  not go as expected with the well refusing to readily
accept the sand being pumped into it.  After inputting only 70,000 lbs. of sand,
the  pressure became too high to continue to pump and the job was aborted.  Upon
reopening  the  well  to  backflow  and  evaluate,  the  well  showed  strange,
non-typical  backflow  characteristics  by  not back flowing the sand and diesel
oil.  It  was  soon  discovered  that  the  casing  itself had obviously failed,
probably right at the beginning of the frac job, and that the frac actually went
out  into a shallow zone and was non-effective.  Another redrill of this well or
the  drilling  of  another  well  is  currently  being  studied.

Also,  during  the first quarter, an attempt was made to recomplete the Pimental
#1-15  into a shallower producing horizon, but the zone tested water.  Currently
a  foam frac of some even shallower producing sands, which have already produced
gas,  is  in the planning stages and is expected to occur in the last portion of
the  second  quarter  or  early  in  the  third  quarter.

A  successful  recompletion was done on the Webb Tract #2 into what has become a
new zone discovery for the area, in the Capay Shale interval, testing 350-MDF/D.
As  with the Pimental #1-15, a foam frac is scheduled in the last portion of the
second  quarter  or  early  in  the  third  quarter.

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

There was no physical activity this quarter on our Alaska claim block.  However,
with  the  strengthening  gold  price  and  gathering  support of the investment
community  to  underwrite  gold exploration and production projects, the Company
has  determined  to  pursue  the spin-off of its Richardson, Alaska gold project
into  a  new,  stand alone mining company and is interviewing candidates to lead
that  effort  and  organize the management team.  The Company believes its stock
presently  receives  little  or  no  value  for  its gold project assets and the
spin-off would provide shareholders with stock that is independently valued as a
gold  company  by  the  market.

ITEM  2.  (CONTINUED)
---------------------

Three  Months Ended March 31, 2004 as compared with Three Months ended March 31,
--------------------------------------------------------------------------------
2003
----

In  the  quarter ended March 31, 2004, revenue was $241,281 compared to $276,780
for  the  same  quarter  in  2003.  This  decrease  resulted  from  reduced  gas
production  due  to  certain  wells  being  shut  in  for  workovers.

Costs  and  expenses  increased  $86,658  for  the period ending March 31, 2004,
compared to the same period in 2003.  Oil & gas lease expenses were $38,255 less
for  the  quarter  ended  March  31, 2004, due to no workover expenses.  Project
geology,  geophysics,  land  and administration expenses were $194,587 lower for
the  quarter  ended  March 31, 2004, compared to the same quarter in 2003.  This
decrease  is  due  to  reduced  activity  in  lease  acquisitions.  General  and
administration  costs were $285,997 higher for the quarter ended March 31, 2004,
compared  to  the  same  quarter  in  2003.  The primary increase was due to the
expensing of our litigation activities from the lawsuit with Armstrong Petroleum
which  is  $182,984.  Also, higher accounting expenses related to preparation of
our  annual  audit  and  10-K  and  implementation  of  the  Sarbanes-Oxley Act.
Additionally  our insurance premium increased relating to our D&O insurance, and
our  investor  relations  expenses  were  higher.

For  the  quarter  ended March 31, 2004, we had a loss of $543,564 compared to a
loss  of  $421,407  for  the  quarter  ended  March  31,  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.

Current  assets  were $6,886,857 at March 31, 2004, compared to $6,182,827 as of
December 31, 2003.  This is due to an increase of cash related to investments in
our  OPUS-I  drilling  program.  Property  and  equipment is $4,813 less for the
period  ended  March  31, 2004 compared to year end due write off of asset cost.

Current  liabilities  were $6,934,930 for the three months ended March 31, 2004,
compared to $5,748,731 for the period ended December 31, 2003.  This increase is
due  to  advances  from  joint venture participants in our drilling programs for
drilling  activities  in  our  limited  liability  drilling program, and accrued
expenses  related  to  the  Armstrong  lawsuit.

OPERATING  ACTIVITIES.  We  had  a  positive cash flow of $694,682 for the three
months ended March 31, 2004 compared to a negative cash flow of $342,898 for the
same  period  in 2003.  This change is due to an increase 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  three  months  of 2004 we had $57,512 in
capital  expenditures.  This  was the result of write off of asset costs.  These
were  miscellaneous  lease  acquisition  costs  that were no longer prospective.



ITEM  2.  (CONTINUED)
---------------------

FINANCING ACTIVITIES.  Net cash used by financing activities was $10,911 for the
three  months  ended  March  31,  2004  compared to $9,623 provided for the same
period  in  2003.  This change was due to payments on long-term debt $12,411 and
proceeds  from  the  exercise  of  stock  options  $1,500.

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 March 31, 2004, 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 March 31, 2004.  There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  internal  controls  subsequent  to March 31, 2004.

PART  II  -  OTHER  INFORMATION

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

On  November  7,  2002 a judgment of $141,500 was awarded to Armstrong Petroleum
against Tri-Valley Corporation.  This was the result of a lawsuit that was filed
against  Tri-Valley  alleging  a  breach  of contract.  Armstrong and Tri-Valley
disagreed  on the amount of royalties that were due Armstrong.  Tri-Valley filed
an appeal of this judgment.  On March 24, 2004, the appellate court affirmed the
decision of the trial court.  We are considering whether to appeal the appellate
court  judgment to the California Supreme Court.  Tri-Valley Corporation created
a  cash  reserve  for this judgment in 2002 when this verdict was awarded and in
2004  accrued  liabilities  in the amount of $182,984 for a total of $217,000 in
losses  that  may  occur  as  a  result  of  this  lawsuit.

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

We  issued 3,000 shares of common stock for aggregate consideration of $1,500.00
($0.50  per  share)  upon exercise of options by an officer of the Company.  The
shares  were  issued in reliance on the exemption from registration requirements
provided  by  Section  4(2)  of  the  Securities  Act  of  1933.

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




      May  11,  2004      /s/  F.  Lynn  Blystone
                         ------------------------
                          F.  Lynn  Blystone
                          President  and  Chief  Executive  Officer


      May  11,  2004     /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:  May  11,  2004   /s/F.  Lynn  Blystone
                        F.  Lynn  Blystone,
                        President  and  Chief  Executive  Officer










<PAGE>

                                  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:  May  11,  2004       /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 March 31,
2004 (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:  May  11,  2004      /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 March 31,
2004 (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:  May  11,  2004    /s/F.  Lynn  Blystone
                         ---------------------
                  F.  Lynn  Blystone,  President  and  Chief  Executive  Officer
                  --------------------------------------------------------------