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, 2003  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, 2003
was  19,746,348.

<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 . . . . . . . . . .               9

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk              11

    Item 4.  Controls and Procedures. . . . . . . . . . . . . . . . . .              11


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

    Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . .              11

    Item 2.  Changes in Securities. . . . . . . . . . . . . . . . . . .              11

    Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . .              11

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





<PAGE>
The accompanying notes are an integral part of these
  condensed financial statements.
                                                                                      3


PART I - FINANCIAL INFORMATION

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

TRI-VALLEY CORPORATION
CONSOLIDATED BALANCE SHEETS


ASSETS

                                           March 31, 2003.     .Dec. 31, 2002
                                              (Unaudited)           (Audited)
                                            ------------          -----------
<S>                             <C>           <C>
Current Assets
  Cash . . . . . . .             . . . . .  $  1,508,370          $ 1,936,294
  Accounts receivable, trade .                   362,309              151,618
  Prepaid expenses . . . . . .                    12,029               12,029
                                            ------------          -----------

    Total Current Assets .             . .     1,882,708            2,099,941
                                            ------------          -----------

Property and Equipment, Net.             .     2,077,944            1,974,501
                                            ------------          -----------

Other Assets
  Deposits . . . . . . . .             . .       316,705              316,705
  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 .             . .       560,432              560,432
                                            ------------          -----------

      Total Assets . . .             . . .  $  4,521,084          $ 4,634,874
                                            ============          ===========
</TABLE>



<PAGE>

     The  accompanying  notes  are  an  integral  part  of  these
     condensed  financial  statements.
                              4








                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                          March 31, 2003     Dec. 31, 2002
                                             (Unaudited)         (Audited)
                                            ------------      ------------
<S>                                          <C>           <C>
CURRENT LIABILITIES
  Notes and contracts payable . . . . . . .  $     2,234      $    13,792
  Trade accounts payable & accrued expenses      308,790          640,240
  Accounts payable to joint venture
    participants. . . . . . . . . . . . . .      222,065           74,412
  Advances from joint venture
    participants. . . . . . . . . . . . . .    3,099,124        2,617,333
                                             ------------     ------------

    Total Current Liabilities . . . . . . .    3,632,213        3,345,777
                                             ------------     ------------

Long-term Portion of Notes and
  Contracts Payable . . . . . . . . . . . .       22,322           26,791
                                             ------------     ------------


Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    100,000,000 shares authorized;
    19,746,348  and  19,726,348 issued
    and outstanding at March 31, 2003
    and Dec. 31, 2002, respectively . . . .       19,747           19,726
  Less:  Common stock in treasury,
   at cost, 100,025 shares. . . . . . . . .      (13,370)         (13,370)
  Common stock receivable . . . . . . . . .          -0-           (2,250)
  Capital in excess of par value. . . . . .    8,903,103        8,879,724
  Accumulated deficit . . . . . . . . . . .   (8,042,931)      (7,621,524)
                                             ------------     ------------

    Total Shareholders' Equity. . . . . . .      866,549        1,262,306
                                             ------------     ------------

    Total Liabilities and
      Shareholders' Equity. . . . . . . . .  $ 4,521,084      $ 4,634,874
                                             ============     ============
</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,
                                                               -----------------

                                                              2003          2002
                                                         ------------  ------------
<S>                                                      <C>           <C>
Revenues
  Sale of oil and gas . . . . . . . . . . . . . . . . .  $   266,647   $   165,454
  Other income. . . . . . . . . . . . . . . . . . . . .        6,613        15,071
  Interest income . . . . . . . . . . . . . . . . . . .        3,520         2,209
                                                         ------------  ------------

    Total Revenues. . . . . . . . . . . . . . . . . . .      276,780       182,734
                                                         ------------  ------------

Cost and Expenses
  Oil and gas lease expense . . . . . . . . . . . . . .       56,325        49,723
  Mining exploration expense. . . . . . . . . . . . . .       30,307        31,124
  Project geology, geophysics,
    land & administration . . . . . . . . . . . . . . .      289,019        91,153
    Depletion, depreciation and
    amortization. . . . . . . . . . . . . . . . . . . .        7,233        12,982
  Interest. . . . . . . . . . . . . . . . . . . . . . .          713           248
  General and administrative. . . . . . . . . . . . . .      314,590       261,621
                                                         ------------  ------------

    Total Cost and Expenses . . . . . . . . . . . . . .      698,187       446,851
                                                         ------------  ------------

Net Loss. . . . . . . . . . . . . . . . . . . . . . . .  $  (421,407)  $  (264,117)
                                                         ============  ============

Net Loss per Common Share . . . . . . . . . . . . . . .  $      (.02)  $      (.01)
                                                         ============  ============
Weighted Average Number of Shares . . . . . . . . . . .   19,731,348    19,689,748
                                                         ============  ============

<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,
                                                                  -----------------

                                                                 2003         2002
                                                             -----------  -----------
<S>                                                          <C>          <C>
Cash Flows from Operating Activities
  Net loss/profit . . . . . . . . . . . . . . . . . . . . .  $ (421,407)  $ (264,117)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization. . . . . . .       7,233       12,982
      Shares issued officer compensation. . . . . . . . . .         -0-       14,500
      Changes in operating capital:
      Accounts receivable-(Increase)decrease. . . . . . . .    (210,691)     (10,069)
      Trade accounts payable-Increase(decrease) . . . . . .    (347,477)     (36,543)
      Accounts payable to joint venture
        participants and related parties-Increase(decrease)     147,653        2,799
      Advances from joint venture
        Participants-Increase(decrease) . . . . . . . . . .     481,791      728,930
                                                             -----------  -----------

Net Cash Used by Operating Activities . . . . . . . . . . .    (342,898)     448,482
                                                             -----------  -----------

Cash Flows from Investing Activities
  Capital expenditures. . . . . . . . . . . . . . . . . . .     (94,649)    (229,571)
                                                             -----------  -----------

Cash Flows from Financing Activities
    Principal payments on long-term debt. . . . . . . . . .     (16,027)        (894)
  Proceeds from issuance of common stock. . . . . . . . . .      25,650          -0-
                                                             -----------  -----------
      Net Cash Provided (used) by Financing Activities. . .       9,623         (894)
                                                             -----------  -----------

Net Increase (Decrease) in Cash and Cash Equivalents. . . .    (427,924)     218,017
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . . . . . . . .   1,936,294      911,913
                                                             -----------  -----------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . . . . . . . .  $1,508,370   $1,129,930
                                                             ===========  ===========

Supplemental Information:

  Cash paid for interest. . . . . . . . . . . . . . . . . .  $      713   $      248
  Cash paid for taxes . . . . . . . . . . . . . . . . . . .  $    5,446   $      -0-
</TABLE>



<PAGE>
                                        8




                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 2003 AND 2002
                                   (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, 2003, 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, 2002.

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

On  January  1,  2002,  we  adopted  Financial Accounting Standards Board (FASB)
Statement  of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible  Assets"  (SFAS  142).  Under  SFAS 142, goodwill is a nonamortizable
asset,  and is subject to an annual review for impairment, and an interim review
when  certain events or circumstances occur that indicate the carrying value may
not  be recoverable.  Under SFAS 142, we had a transitional period of six months
from  the  date  of  adoption  to  complete our goodwill impairment testing.  We
evaluated the recoverability of the recorded amount of goodwill based on certain
operating  and  financial  factors.  Such impairment testing included discounted
cash  flow  tests which require broad assumptions and significant judgment to be
exercised  by  management.  As  a  result  of  this  analysis,  no impairment of
goodwill  was  identified.

On  January  1,  2002,  we  adopted  SFAS No. 144, "Accounting for Impairment or
Disposal of Long-Lived Assets" (SFAS 144).  Under SFAS 144, long-lived assets to
be  disposed  of are measured at the lower of carrying amount or fair value less
costs  to  sell,  whether  reported  in continuing operations or in discontinued
operations.  Discontinued  operations  will  no  longer  be  measured  at  net
realizable  value  or  include  amounts  for  operating losses that have not yet
occurred.  A  long-lived  asset must be tested for impairment whenever events or
changes in circumstances indicate that its carrying amount may be impaired.  The
implementation  of  this  standard  had  no  effect  on  results  of operations.

<PAGE>

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,  such  impact  could  be  material.

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>
                                       17




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

During  the first quarter of 2003 we performed a work over on the Pimental 1-15,
which resulted in limited success.  We are planning further work on this well in
the  second  quarter  to  increase  production.  We  continue to prepare for the
drilling  of  the  Sunrise-Mayel  2HR  in  the  second  quarter.

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

We  had  no activity on our Alaska claims block this quarter.  The Company is no
longer looking for gold on its 42 square mile claim block at Richardson, Alaska.
Rather  it  is  preparing programs to measure the gold it has already found.  We
estimate  it will take about $1.25 million to drill two lode (hard rock) targets
and  one  placer (stream gravels) target to further define the boundaries of the
deposits and the grade of contained gold (ounces per ton for lode and ounces per
yard for placer).  Hopefully, we will be able to secure financing to allow us to
implement  the  designed  programs  by  the  end  of  the  third  quarter.

Three  Months Ended March 31, 2003 as compared with Three Months ended March 31,
--------------------------------------------------------------------------------
2002
----

In  the quarter ended March 31 revenue was $276,780 compared to $182,734 for the
same  quarter in 2002.  This increase resulted from an increase in price for our
natural  gas.

Costs  and  expenses  increased  $251,336  for  the period ending March 31, 2003
compared  to  the  same  period  in 2002.  Project geology, geophysics, land and
administration expenses are $197,866 higher for the quarter ended March 31, 2003
compared  to  the  same  quarter  in  2002.  This  increase  is due to increased
activity  to  better  define  our  projects  and  develop new ones.  General and
administration  costs  were  $52,969 higher for the quarter ended March 31, 2003
compared  to  the  same  quarter  in  2002.  This  was due to increased investor
relation  costs  and  salaries.

For  the  quarter  ended March 31, 2003, we had a loss of $421,407 compared to a
loss  of  $264,117  for the quarter ended March 31, 2002.  This increase was due
primarily  to  the  increased  spending  on  geology, geophysics and general and
administration  expenses.



ITEM  2.  (CONTINUED)

Capital  Resources  and  Liquidity
----------------------------------

Current  assets  are  $1,882,708  at March 31, 2003 compared to $2,099,941 as of
December  31,  2002.  This  is  due to expenditures for property acquisition and
delay  rentals.  Current  liabilities  are $3,632,213 for the three months ended
March  31,  2003, compared to $3,345,777 for the period ended December 31, 2002.
This increase is due to advances from joint venture participants in our drilling
programs.

OPERATING  ACTIVITIES.  We  had  a  negative cash flow of $342,898 for the three
months ended March 31, 2003 compared to a positive cash flow of $448,482 for the
same  period  in 2002.  This change is due to an increase in accounts receivable
and  a decrease in accounts payable.  Our primary sources of funds are comprised
of  selling  prospect  and  oil  and  gas  sales.

INVESTING  ACTIVITIES.  In  the  first  three months of 2003 we spent $94,649 on
capital  expenditures  compared  to $229,571 for the same period in 2002.  These
expenditures  were  the  result  of leasing activities to acquire leases for our
drilling  program.  We  expect to recoup these amounts as the drilling prospects
are  sold  to  drilling  programs.

FINANCING  ACTIVITIES.  Net cash used by financing activities was $9,623 for the
quarter  ended  March  31,  2003 compared to ($894) for the same period in 2002.
This  change  was  due  to  increased  principal  payments on long-term debt and
proceeds  from  issuance  of  common  stock.

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, 2003, 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, 2003.  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, 2003.


PART  II  -  OTHER  INFORMATION

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

None

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

During  the  quarter ended March 31, 2003, we issued a total of 20,000 shares of
our common stock in a private transaction pursuant to the exemption contained in
Section  4(2)  of  the  Securities  Act  of  1933.  These  shares are restricted
securities,  which  bear  a  legend  restricting  transfer  of the shares unless
registered  or  sold  under  exemption  from registration requirements under the
Securities  Act.  A  summary  of  these  share  issuances  follows:

We  issued  5,000 shares for aggregate consideration of $2,500.00.  These shares
were  issued  on  exercise of options by non-affiliated third party who acquired
the  options  from an ex-employee.  The exercise price for these shares was $.50
each.

We  issued  15,000  shares  to three officers of the Company.  These shares were
awarded  for service by the Board of Directors and in accordance with employment
contract provisions.  The price of these shares was $1.36 per share on March 24,
2003,  the  date  of  the  award.

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

(a)     Exhibits
Exhibit  99.1.  Certifications  Pursuant  to  18  U.S.C.   1350

(b)  Reports  on  Form  8-K:
           On  March  31, 2003 we filed an 8-K to announce a significant revenue
increase  and  a  profitable  year  ending  December  31,  2002.

<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




      May  6,  2003      /s/  F.  Lynn  Blystone
                         ------------------------
                              F.  Lynn  Blystone
                              President  and  Chief  Executive  Officer


      May  6,  2003     /s/  Thomas  J.  Cunningham
                        ---------------------------
                             Thomas  J.  Cunningham
                             Secretary,  Treasurer,  Chief  Financial  Officer


<PAGE>
                               CIVIL CERTIFICATION

I,  F.  Lynn  Blystone,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Tri-Valley
Corporation;

2.  Based  on  my  knowledge,  this quarterly 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 circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly 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 quarterly report;

4.  The  registrants  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures 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  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrants  disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and audit committee of
registrant's board of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrants  other  certifying  officers  and  I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  May  6,  2003


               /s/  F.  Lynn  Blystone
               -----------------------
                    Chief  Executive  Officer

<PAGE>
                                  EXHIBIT 99.1

                               CIVIL CERTIFICATION

I,  Thomas  J.  Cunningham,  certify  that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Tri-Valley
Corporation;

2.  Based  on  my  knowledge,  this quarterly 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 circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period covered by this quarterly
report;

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly 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 quarterly report;

4.  The  registrants  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)  designed  such  disclosure  controls  and procedures 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  quarterly  report  is  being  prepared;

b)  evaluated  the  effectiveness  of  the  registrants  disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

c)  presented  in  this quarterly report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and audit committee of
registrant's board of directors (or persons performing the equivalent function):

a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and

6.  The  registrants  other  certifying  officers  and  I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:  May  6,  2003


               /s/  Thomas  J.  Cunningham
               ---------------------------
                    Chief  Financial  Officer


<PAGE>

                                  CERTIFICATION

Each of the undersigned hereby certifies that this Quarterly Report on Form 10-Q
complies  with  the  requirements  of  Section  13(a) or 15(d) of the Securities
Exchange  Act  of 1934, as amended, and the information contained in such report
fairly represents, in all material respects, the financial condition and results
of  operations  of  the  Company.

      May  6,  2003      /s/  F.  Lynn  Blystone
                        ------------------------
                              F.  Lynn  Blystone
                              President  and  Chief  Executive  Officer


      May  6,  2003     /s/  Thomas  J.  Cunningham
                        ---------------------------
                             Thomas  J.  Cunningham
                             Secretary,  Treasurer,  Chief  Financial  Officer