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 October 31, 1996

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



                          Commission File No. 1-6336
                          --------------------------

                                  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 December 26,
1996  was  14,102,043.


<PAGE>
                            TRI-VALLEY CORPORATION

                                     INDEX
<TABLE>
<CAPTION>


                                                            Page
                                                            ----
<S>                                                         <C>

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets October 31, 1996 and
    July 31, 1996. . . . . . . . . . . . . . . . . . . . .     3

  Consolidated Statements of Operations for the three
    months ended October 31, 1996 and 1995                     5

  Consolidated Statements of Cash Flows for the three
    months ended October 31, 1996 and 1995                     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
</TABLE>



<PAGE>

<PAGE>
                        PART I - FINANCIAL INFORMATION


<PAGE>
ITEM  1.    UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS
            ----------------------------------------------

                            TRI-VALLEY CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                    ASSETS

<TABLE>
<CAPTION>


 . . . . . . . . . . . . . . . .   October 31, 1996.   July 31, 1996
                                 ------------------  ---------------
<S>                              <C>                 <C>

Current Assets
  Cash                           $         653,504   $      258,924 
  Accounts receivable, trade               293,224          277,586 
  Prepaid expenses                           2,029            2,029 
                                 ------------------  ---------------

    Total Current Assets                   948,757          538,539 
                                 ------------------  ---------------

Property and Equipment, Net              3,214,359        3,085,825 
                                 ------------------  ---------------

Other Assets
  Deposits                                 121,000           61,000 
  Investments in partnerships               (7,152)          (7,152)
  Goodwill (net of accumulated
    amortization of $165,402 at
  October 31, 1996 and $162690
    at July 31, 1996                       268,451          271,163 
                                 ------------------  ---------------

      Total Other Assets                   382,299          325,011 
                                 ------------------  ---------------

      Total Assets               $       4,545,415   $    3,949,375 
                                 ==================  ===============
</TABLE>



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







                     LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                          October 31, 1996    July 31, 1996
                                         ------------------  ---------------
<S>                                      <C>                 <C>

CURRENT LIABILITIES
  Notes and contracts payable            $          50,503   $       77,992 
  Trade accounts payable                            65,238          226,057 
  Amounts payable to joint venture
    participants                                   483,655          505,690 
  Advances from joint venture
    participants                                   636,362          483,413 
  Due to related parties                           204,392          204,392 
  Accrued expenses and
   other liabilities                                51,158          134,908 
                                         ------------------  ---------------

    Total Current Liabilities                    1,491,308        1,632,452 
                                         ------------------  ---------------

Long-term Portion of Notes and
  Contracts Payable                                 16,757           16,757 
                                         ------------------  ---------------

Convertible Notes Payable                                -          900,000 
                                         ------------------  ---------------

Commitments

Shareholders' Equity
  Common stock, $.01 par value:
    25,000,000 shares authorized;
    11,257,248  and  8,027,248 issued
    and outstanding at October 31, 1995
    and July 31, 1995, respectively                 99,072           80,272 
  Less:  Common stock in treasury,
   at cost, 156,925 shares                         (28,639)         (28,639)
  Capital in excess of par value                 5,514,590        3,772,753 
  Accumulated deficit                           (2,547,673)      (2,424,220)
                                         ------------------  ---------------

    Total Shareholders' Equity                   3,037,350        1,400,166 
                                         ------------------  ---------------

    Total Liabilities and
      Shareholders' Equity               $       4,545,415   $    3,949,375 
                                         ==================  ===============

</TABLE>



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

<TABLE>
<CAPTION>

                                    For  the  Three  Months
                                      Ended  October  31,
                                      -------------------

                                       1996         1995
                                   ------------  -----------
<S>                                <C>           <C>

Revenues
  Sale of oil and gas              $   179,458   $  138,933 
  Other income                           9,583       10,749 
  Interest income                        1,149        3,061 
                                   ------------  -----------

    Total Revenues                     190,190      152,743 
                                   ------------  -----------


Cost and Expenses
  Oil and gas lease expense             47,628       78,634 
  Depletion, depreciation and
    amortization                        13,431       10,134 
  Interest                              30,152            - 
  General and administrative           222,433       82,401 
                                   ------------  -----------

    Total Cost and Expenses            313,644      171,169 
                                   ------------  -----------

Net Loss                           $  (123,454)  $  (18,426)
                                   ============  ===========


Net Loss per Common Share          $      (.01)  $        - 
                                   ============  ===========

Weighted Average Number of Shares   11,257,248    7,071,126 
                                   ============  ===========
</TABLE>



<PAGE>
                            TRI-VALLEY CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                For  the  Three  Months
                                                  Ended  October  31,
                                                  -------------------

                                                    1996        1995
                                                 ----------  ----------
<S>                                              <C>         <C>

Cash Flows from Operating Activities
  Net loss                                       $(123,454)  $ (18,426)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization      13,431      10,134 
      Changes in operating capital:
      Amounts receivable                           (15,638)   (141,770)
      Deposits                                     (60,000)          - 
      Trade accounts payable                      (160,819)    (17,132)
      Amounts payable to joint venture
        participants and related parties           (22,035)    143,592 
      Advances from joint venture
        participants                               152,949     (40,040)
      Accrued expenses and other liabilities       (83,750)     (1,661)
                                                 ----------  ----------

Net Cash Used by Operating Activities             (299,316)    (65,303)
                                                 ----------  ----------

Cash Flows from Investing Activities
  Capital expenditures                            (139,253)    (51,527)
                                                 ----------  ----------

Cash Flows from Financing Activities
  Long-term debt borrowed                                -     138,000 
  Principal payments on long-term debt             (27,489)          - 
  Proceeds from issuance of common stock           980,000           - 
  Stock offering costs                            (119,362)          - 
                                                 ----------  ----------

      Net Cash Provided by Financing Activities    833,149     138,000 
                                                 ----------  ----------

Net Increase in Cash and Cash Equivalents          394,580      21,170 
Cash and Cash Equivalents at Beginning
  Of Period                                        258,924     228,704 
                                                 ----------  ----------

Cash and Cash Equivalents at
  End of Period                                  $ 653,504   $ 249,874 
                                                 ==========  ==========
</TABLE>



<PAGE>
                            TRI-VALLEY CORPORATION
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED
                           OCTOBER 31, 1996 AND 1995
                                  (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 October 31, 1996, 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 July 31, 1996.

Certain  reclassifications  have been made to the 1995 financial statements to
conform  to  the  presentation  used  in  1996.


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  -  SUBSEQUENT  EVENTS
            ------------------

During  November, 1996, investors exercised 1,144,502 "A" warrants at 30 cents
per  share  and  1000  "A"  warrants at 50 cents per share.  Out of a possible
2,730,000  warrants  available,  1,584,498  warrants still remain unexercised.
The  money  raised, $343,850, was used to pay off various accounts payable and
oil  and  gas  drilling  costs.

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


BUSINESS  REVIEW

Natural  Gas  Activities
------------------------

Natural  gas prices continued to firm which provided additional revenue to the
Company  and  stimulated  investor  support for the Company's projects and the
market  price  of  its  stock.

During  the  quarter, the Company was able to resume the process of hooking up
the  Webb  Tract  No.  1  well  which  had  been  delayed for two years due to
permitting  and  pipeline  right-of-way  problems. (The well was hooked up and
began  selling gas on January 2, 1997 and is presently flowing approximately 5
million  cubic  feet  per  day  from  two  zones).

The  Company has also commenced permitting for two more Webb Tract wells and a
development  well  on  its  Martins-Severin property. The Company is presently
drilling  the  Pimental  No.  1-15  test  well  in  the  City  of  Tracy.

Precious  Metal  Activities
---------------------------

The  Company  is  in  discussions  with a major mining company over a proposed
joint  venture of its Richardson, Alaska gold project. Additional, the Company
has  been  approached  by  several  smaller  mining  concerns  and  it is also
discussing  continuing  exploration  using  internally  generated  funds.

FINANCIAL  CONDITION

The financial condition of the Company strengthened substantially in the first
quarter  as  the Company completed the private placement of unregistered stock
and  paid  off  its  creditors  100  cents  on  the  dollar. Only certain term
contracts ere left to be service din accordance with their terms. Accordingly,
Tri-Valley  Corporation  and  its  subsidiary,  Tri-Valley  Oil & Gas Co. were
dismissed  from  Chapter  11  on  November  1,  1996.

Further,  gas  prices  continued  to firm which increased revenue. The Company
expects  its  sales  contracts  coupled  with new production coming on line to
restore  its  operating  revenues  to  secure  levels.

The  Company  is still servicing the pay off of the administrative, legal, and
accounting  costs  of  its  Chapter 11 and this offsets any net income despite
increased  revenues.  However,  the  balance  sheet  is  greatly enhanced with
healthy  cash  and  receivables  balances.  Further,  the  Company's  stock is
enjoying  substantial gains as recognition of its accomplishments, natural gas
prices  and  potential  grow.


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

FINANCIAL  CONDITION  (continued)

Tri-Valley  expects  substantially increased capital infusion to continue from
the  exercise  of  warrants  issued  to  the  private  placement  investors.


RESULTS  OF  OPERATIONS

Three  Months  Ended  October  31,  1996,  as Compared with Three Months Ended
------------------------------------------------------------------------------
October  31,  1995
------------------

Revenues  continued to increase as natural gas prices firmed so that gas sales
in  the  first  quarter  ending  October  31,  1996  generated $179,458 versus
$138,933  for  the  same  period in 1995. Overall revenue was $190,190 for the
first  quarter  ending October 31, 1996 versus $152,743 for the same period in
1995.

Costs  and  expenses  were  significantly  greater in the first quarter ending
October  31,1996, due to substantial legal and accounting expenses of $222,433
in  the  general and administrative section versus $82,401 for the same period
in  that  category  the previous year. This resulted in a net loss of $123,454
for the first quarter ending October 31,1996, versus a loss of $18,426 for the
same  period  the  previous  year.

The  Company  expects  the  legal  and  accounting costs to begin to reduce in
subsequent  quarters  while  prices  appear  to  remain  firm  as  it aims for
profitable  operations.

The  balance  sheet  showed  dramatic  improvement as the Company paid off its
obligations  with  proceeds from private placements of its unregistered stock.
Gross assets increased $516,028 from $4,029,387 October 31,1995, to $4,545,415
October  31,  1996.  Further,  stockholder  equity  increased  $1,342,150 from
$1,695,200  in the first quarter ending October 31,1996. Additional capital to
increase  the  net worth is forthcoming from the exercise of warrants attached
to  the  private  placement  stock./


<PAGE>

<PAGE>
                          PART II - OTHER INFORMATION


<PAGE>
ITEM  1.          LEGAL  PROCEEDINGS
                  ------------------

The  Company is not a party to nor is its property the subject of any material
legal  proceedings  other  than  ordinary routine litigation incidental to its
business,  or which is covered by insurance, except as previously disclosed in
the  Company's  Annual  Report  on Form 10-K for the year ended July 31, 1996.


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

None.


ITEM  3.          DEFAULTS  UPON  SENIOR  SECURITIES
                  ----------------------------------

None.


ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
                  -----------------------------------------------------------

None.


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

None.


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

(a)    Exhibits  -  None.

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


<PAGE>
                                  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)



      January  25,  1996          F.  Lynn  Blystone
                                  --------------------
                                  President  and 
                                  Chief  Executive  Officer