UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                  FORM 10-Q

(Mark  One)
<TABLE>
<CAPTION>

<C> <S>

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES AND EXCHANGE ACT OF 1934
     For the quarterly period ended January 31, 1996

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES ACT OF 1934
      For the transition period from to.
</TABLE>
                         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 2,
1996  was  14,158,248.


<PAGE>
                            TRI-VALLEY CORPORATION

                                    INDEX

<TABLE>
<CAPTION>


                                                                  Page
                                                                  ----
<S>                                                               <C>

PART I - FINANCIAL INFORMATION

Item 1 - Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets January 31, 1996 and July 31, 1995     3

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

  Consolidated Statements of Cash Flows for the three months
    ended January 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>
                        PART I - FINANCIAL INFORMATION

ITEM  1.    UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

                            TRI-VALLEY CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS
<TABLE>
<CAPTION>


                                   January 31, 1996    July 31, 1995
                                  ------------------  ---------------
<S>                               <C>                 <C>

Current Assets
  Cash                            $         332,442   $      228,704 
  Accounts receivable, trade                393,925          295,340 
  Prepaid expenses                           10,841           10,841 
                                  ------------------  ---------------

    Total Current Assets                    737,208          534,885 
                                  ------------------  ---------------

Property and Equipment, Net               3,000,886        2,915,070 
                                  ------------------  ---------------

Other Assets
  Deposits                                  100,241          100,241 
  Investments in partnerships                (7,152)          (7,152)
  Goodwill (net of accumulated
   amortization of $157,267 at
   January 31, 1996 and $151,844
   at July 31, 1995                         276,586          282,009 
                                  ------------------  ---------------

Total Other Assets                          369,675          375,098 
                                  ------------------  ---------------

Total Assets                      $       4,107,769   $    3,825,053 
                                  ==================  ===============
</TABLE>






<TABLE>
<CAPTION>

                     LIABILITIES AND SHAREHOLDERS' EQUITY


                                       January 31, 1996    July 31, 1995
                                      ------------------  ---------------
<S>                                   <C>                 <C>

CURRENT LIABILITIES
  Notes and contracts payable         $         694,279   $      556,279 
  Trade accounts payable                        175,939          125,370 
  Amounts payable to joint
    venture participants                        765,071          419,169 
  Advances from joint
    venture participants                        474,584          627,811 
  Due to related parties                        123,758          137,300 
  Accrued expenses and
    other liabilities                           205,042          209,712 
                                      ------------------  ---------------

    Total Current Liabilities                 2,438,673        2,075,641 
                                      ------------------  ---------------

Long-term Portion of Notes and
  Contracts Payable                              35,787           35,787 
                                      ------------------  ---------------

Shareholders' Equity
  Convertible preferred stock,
    $1.00 par value: 5,000,000
    shares authorized; 300,000
    shares subscribed                           300,000          300,000 
  Common stock, $.01 par value:
    25,000,000 shares authorized;
    7,337,248 issued and outstanding
     at January 31, 1996 and
    July 31, 1995                                73,372           73,372 
  Less:  Common stock in treasury,
    at cost, 156,925 shares                     (28,639)         (28,639)
  Stock options outstanding                     191,100          191,100 
  Capital in excess of par value              3,284,653        3,284,653 
  Accumulated deficit                        (2,187,177)      (2,106,861)
                                      ------------------  ---------------

    Total Shareholders' Equity                1,633,309        1,713,625 
                                      ------------------  ---------------

    Total Liabilities and
      Shareholders' Equity            $       4,107,769   $    3,825,053 
                                      ==================  ===============
</TABLE>



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

                                               For the Three Months      For the Six Months                
                                               Ended  January  31,       Ended  January  31,

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

Revenues
  Sale of oil and gas                       $  191,730   $  135,634   $  330,663   $  236,587 
  Precious metals income                             -            -            -        7,038 
  Sale of oil and gas prospects                      -            -            -       25,519 
  Other income                                   3,871          137       14,620          137 
  Interest income                                1,286        3,305        4,347        5,778 
                                            -----------  -----------  -----------  -----------

    Total Revenues                             196,887      139,076      349,630      275,059 
                                            -----------  -----------  -----------  -----------

Cost and Expenses
  Leases sold, relinquished and impaired             -        7,890            -        7,890 
  Oil and  gas lease expense                    73,428       23,805      152,062       35,941 
  Depletion, depreciation and amortization      10,134       15,212       20,268       30,424 
  Interest                                           -       21,355            -       39,185 
  General administrative                       175,213      130,051      257,614      262,970 
                                            -----------  -----------  -----------  -----------

    Total Cost and Expenses                    258,775      198,313      429,944      376,410 
                                            -----------  -----------  -----------  -----------

Income (Loss) Before Income Taxes              (61,888)     (59,237)     (80,314)    (101,351)

Income Taxes                                         -        1,600            -        2,425 
                                            -----------  -----------  -----------  -----------

Net Loss                                    $  (61,888)  $  (60,837)  $  (80,314)  $ (103,776)
                                            ===========  ===========  ===========  ===========

Net Income (Loss) per Common Share          $        -   $        -   $        -   $    (0.01)
                                            ===========  ===========  ===========  ===========

Weighted Average Number of Shares            7,071,126    6,934,768    7,071,126    6,922,903 
                                            ===========  ===========  ===========  ===========
</TABLE>

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

                                                      For  the  Six  Months
                                                      Ended  January  31,

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

Cash Flows from Operating Activities
  Net loss                                            $ (80,314)  $(103,776)
  Adjustments to reconcile net income to net
   cash provided from operating activities:
  Depreciation, depletion and amortization               20,268      30,424 
  Loss on disposal of lease                                   -       7,890 
  Changes in operating working capital:
    Amounts receivable                                 (163,618)   (181,421)
    Prepaid                                                   -      (5,981)
    Deposits                                                  -       5,000 
    Accounts payable                                     60,729     (87,868)
    Payable to joint venture participants
      and related parties                               345,902     (42,134)
    Advances from joint venture participants           (166,769)    228,510 
    Accrued expenses and other liabilities               (4,670)     53,219 
                                                      ----------  ----------

    Net Cash Provided (Used) by Operating Activities     11,528     (96,137)
                                                      ----------  ----------

Cash Flows from Investing Activities
  Capital expenditures                                 (100,663)    (64,036)
                                                      ----------  ----------

Cash Flows from Financing Activities
  Principal payment of debt                                   -     (34,369)
  Long-term debt borrowed                               138,000      20,594 
  Proceeds from issuance of common stock                      -      25,000 
                                                      ----------  ----------

    Net Cash Provided by Financing Activities           138,000      11,225 
                                                      ----------  ----------

Net Increase in Cash and Cash Equivalents                48,865    (148,948)

Cash and Cash Equivalents at
  Beginning of Period                                   228,704     187,937 
                                                      ----------  ----------

Cash and Cash Equivalents at
  End of Period                                       $ 277,569   $  38,989 
                                                      ==========  ==========
</TABLE>

<PAGE>
                            TRI-VALLEY CORPORATION
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE SIX MONTHS ENDED
                          JANUARY 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 six month period ended January 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, 1995.

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

The  Company  made  a  motion  to  be dismissed from the Chapter 11 Bankruptcy
Proceedings  discussed in the Form 10(k) for the year ended July 31, 1995. The
motion  was  granted  by  the  court  on  November  1,  1996.

The  Company  raised $2,239,100 from various investors and, in return, various
stocks  and  warrants were issued. The first $1,360,000 was collected from the
sale  of  1,360,000  units.  Each  unit  consisted of two and a half shares of
Tri-Valley  common stock plus two A warrants, one B warrant, and one C warrant
exercisable at $.50, $1.00 and $1.50 per share, respectively. As of the report
date,  no  warrants  had  been  exercised.  The  remaining cash will be raised
through  two  separate  issuances  of  Tri-Valley  Corporation  common  stock.
Issuances  of  2,080,000  shares  and  798,000 shares will raise an additional
$520,000  and  $359,100,  respectively.  As of the report date, 325,000 of the
798,000  shares  remain  unissued.  Upon  the  execution  of  the  remaining
transactions,  the  Company will have 14,483,248 shares of common stock issued
and  outstanding.

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


BUSINESS  REVIEW

Natural  Gas  Activities

Hook-up  of  the  Martins-Severin No. 5 gas well occurred October 6, 1995, and
production was progressively increased to a stabilized rate of 2,900,000 cubic
feet  of  premium  BTU  natural  gas  per  day, creating an increase in second
quarter  revenue.

Efforts  to  hook  up  the  Webb  Tract No. 1 continued through the permitting
process  with  bureaucracies.

Tri-Valley  received its drilling permit from San Joaquin County for the Tracy
play.  However,  it  appears  that the City of Tracy will annex the drill site
area,  thus  requiring  additional  permitting  and  creating  more  delays.

Gas prices are strengthening from severe lows of the previous two quarters and
the  Company  has  committed  its  gas  for  relatively  decent  prices.

Precious  Metal  Activities

Following  a  recommendation by its consulting geologist, as well as corporate
economic realities, the Company dropped approximately 1,000 40-acre claims and
prospect  sites  on  its  gold exploration project at Richardson, Alaska. This
left  the  Company  with  626  claims holding the most advanced targets on the
remaining  approximately  37  square  mile  land  position.  This relieves the
Company  of  approximately  $40,000 in annual cash and $100,000 in annual work
holding  costs  of  land  which  may  hold  significant  targets  but requires
considerable  expenditure  to  identify  and qualify them. Dropping the claims
will  probably stimulate other companies to pick up the ground and explore it,
thus  raising  the  profile  of  the  area  amongst  the  industry.


FINANCIAL  CONDITION

Revenues  from natural gas production and other sources rose slightly from new
production  and some price improvement. The primary benefit from a strong, new
well  began  in the second quarter. The Martins-Severin No. 5, a step out from
our main producing area, is flowing approximately 2,900,000 cubic feet per day
of  high  BTU  natural  gas  which  commands  a  premium  price.


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


FINANCIAL  CONDITION  (continued)

The  Company  continued to out perform its peers. As noted in the September 4,
1995  issue  of The Oil & Gas Journal, Tri-Valley climbed another 8 spots to
number  225 in the annual listing of top U.S. petroleum companies. In the past
8  years,  Tri-Valley  has  ascended  169  places  in  the  rankings.

During  the  last  four  quarters,  the  Company has searched for financing to
handle  increasingly  short-term  obligations  resulting  from  revenues  too
diminished  to  service  demands.  In  order to service these obligations, the
Company  turned  to  a  hard  money  lender who has taken all of the Company's
producing  natural gas reserves as collateral for a loan principal of $620,000
bearing  10%  annual  interest  on  a  six-month  note with a 30 day call. The
Company  strived  to  bring  on  additional  revenue  which could enable it to
structure  alternate  takeout  financing  but was unsuccessful due to plunging
prices  and  permit delays which then delayed new drilling/production/revenue.

The  secured lender indicated that he would begin foreclosure on the Company's
producing  natural gas reserves worth several times what was owed. The Company
felt it could receive a much better price if it was allowed to solicit its own
bids  and negotiated a 90 day standstill agreement with the lender in order to
do  that. The Company received three acceptable bids and moved to conclude the
best. Two days before moving to close, the buyer pulled out after talking with
the  secured  lender.  Subsequent  efforts  with  the other prospective buyers
experienced  a pull back after they spoke with the secured lender, leaving the
Company  without  buyers at the end of the standstill agreement on January 30,
1996.

On  January  30,  1996,  after  all efforts to extend the standstill or effect
settlement  failed,  the  Company field for protection under Chapter 11 of the
U.S.  Bankruptcy  Code  just  minutes  before  the  window  closed. During the
bankruptcy,  Tri-Valley  settled all its rightfully owed obligations 100 cents
on  the  dollar,  including  the  secured  lender's  principal,  interest, and
attorney  fees  and  was  dismissed  from  bankruptcy  on  November  1,  1996.


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


RESULTS  OF  OPERATIONS

Three  Months  Ended  January  31, 1996, as Compared with Three Months Ended
January  31,  1995

Natural  gas  income  for  the  second  quarter  ending  January  31, 1996 was
$191,730,  up  from  $135,634 for the same period last year. Total revenue was
$196,887,  up from $139,076 for the same quarter last year. Costs and expenses
increased  from  $198,313  in  last year's second quarter to $258,775 for this
year's  second  quarter.

In the second quarter, the Company terminated the Secretary-Treasurer who also
functioned  as  the  internal accountant. An extra effort was made to catch up
the  accounting  and  the accrued payables resulting in a surge in general and
administrative  costs  which  rose  to $175,213 for the second three months in
fiscal  year  1996  versus  $130,051  for the same period in fiscal year 1995.

The  loss for the second quarter of fiscal year 1996 was $61,888 versus a loss
of  $59,237  for  the  same  period  in  fiscal  year  1995.

While  assets  increased  $133,015  from  $3,974,754  in the second quarter of
fiscal  year  1995  to  $4,107,769  in the second quarter of fiscal year 1996,
stockholder  equity  declined  from  $1,974,852  to  $1,633,309  for  the same
periods.


<PAGE>
                         PART II - OTHER INFORMATION

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, 1995.


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  - FX-27, Financial Data Schedule 

(B)  REPORTS  ON  FORM  8-K

December  4,  1995  -  Helen O'Brien, Chief Financial Officer,
was effectively terminated  from  her  position.

January  26,  1996 - J. Bruce Carruthers II resigned as       
Director of Tri-Valley Corporation  due  to  press  of  business.

January  30,  1996  -  Tri-Valley  Corporation and its wholly   
owned subsidiary filed  for  protection  and  reorganization
under Chapter 11 of the Bankruptcy Code.


<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)



Deember 5, 1996                F.  Lynn  Blystone
Date                           President  and  Chief  Executive  Officer