UNITED STATES SECURITIES AND EXCHANGE
                                  COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-Q

(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 January 31, 1997

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



                          Commission File No. 2-67096
                          ---------------------------

                             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 March 14,
1997  was  14,413,248.


<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, 1997 and July 31, 1996     3

  Consolidated Statements of Operations for the three months
    ended January 31, 1997 and 1996                                  5

  Consolidated Statements of Cash Flows for the three months
    ended January 31, 1997 and 1996                                  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>


 . . . . . . . . . . . . . . . . .   January 31, 1997.   July 31, 1996
                                   ------------------  ---------------
<S>                                <C>                 <C>

Current Assets
  Cash                             $         755,434   $      258,924 
  Accounts receivable, trade                 612,906          277,586 
  Prepaid expenses                             2,029            2,029 
                                   ------------------  ---------------

    Total Current Assets                   1,370,369          538,539 
                                   ------------------  ---------------

Property and Equipment, Net                3,308,054        3,085,825 
                                   ------------------  ---------------

Other Assets
  Deposits                                    62,000           61,000 
  Investments in partnerships                 (7,152)          (7,152)
  Aquisition costs                            62,815                - 
  Goodwill (net of accumulated
    amortization of $168,113 at
    January 31, 1997 and $162,690
    at July 31, 1996                         265,740          271,163 
                                   ------------------  ---------------

      Total Other Assets                     383,403          325,011 
                                   ------------------  ---------------

      Total Assets                 $       5,061,826   $    3,949,375 
                                   ==================  ===============
</TABLE>



<PAGE>







                     LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                          January 31, 1997    July 31, 1996
                                         ------------------  ---------------
<S>                                      <C>                 <C>

CURRENT LIABILITIES
  Notes and contracts payable            $          31,893   $       77,992 
  Trade accounts payable                            29,547          226,057 
  Amounts payable to joint venture
    participants                                   567,372          505,690 
  Advances from joint venture
    participants                                   537,014          483,413 
  Due to related parties                           204,392          204,392 
  Accrued expenses and
   other liabilities                               113,859          134,908 
                                         ------------------  ---------------

    Total Current Liabilities                    1,484,077        1,632,452 
                                         ------------------  ---------------

Long-term Portion of Notes and
  Contracts Payable                                 16,757           16,757 
  Convertible Notes Payable                              -          900,000 
  Investors Payable                                853,772                - 
                                         ------------------  ---------------

Shareholders' Equity
  Common stock, $.01 par value:
    25,000,000 shares authorized;
    14,102,473  and  8,027,248 issued
    and outstanding at January 31, 1997
    and July 31, 1996, respectively                141,312           80,272 
  Less:  Common stock in treasury,
   at cost, 156,925 shares                         (28,639)         (28,639)
  Capital in excess of par value                 5,319,260        3,772,753 
  Accumulated deficit                           (2,724,713)      (2,424,220)
                                         ------------------  ---------------

    Total Shareholders' Equity                   2,707,220        1,400,166 
                                         ------------------  ---------------

    Total Liabilities and
      Shareholders' Equity               $       5,061,826   $    3,949,375 
                                         ==================  ===============

</TABLE>



<PAGE>



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

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

                                                1997         1996          1997         1996
                                            ------------  -----------  ------------  -----------
<S>                                         <C>           <C>          <C>           <C>

Revenues
  Sale of oil and gas                       $   206,362   $  191,730   $   385,820   $  330,663 
  Other income                                        5        3,871         9,588       14,620 
  Interest income                                 4,736        1,286         5,885        4,347 
                                            ------------  -----------  ------------  -----------

    Total Revenues                              211,103      196,887       401,295      349,630 
                                            ------------  -----------  ------------  -----------

Cost and Expenses
  Oil and  gas lease expense                     85,216       73,428       132,844      152,062 
  Depletion, depreciation and amortization       13,431       10,134        26,862       20,268 
  Interest                                        6,782            -        36,934            - 
  General administrative                        282,712      175,213       505,145      257,614 
                                            ------------  -----------  ------------  -----------

    Total Cost and Expenses                     388,141      258,775       701,785      429,944 
                                            ------------  -----------  ------------  -----------

Net Loss                                    $  (177,038)  $  (61,888)  $  (300,492)  $  (80,314)
                                            ============  ===========  ============  ===========

Net Income (Loss) per Common Share          $      (.02)  $        -   $      (.03)  $        - 
                                            ============  ===========  ============  ===========

Weighted Average Number of Shares            10,191,230    7,071,126    10,191,230    7,071,126 
                                            ============  ===========  ============  ===========
</TABLE>




<PAGE>

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

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

                                                         1997         1996
                                                      -----------  ----------
<S>                                                   <C>          <C>

Cash Flows from Operating Activities
  Net loss                                            $ (300,492)  $ (80,314)
  Adjustments to reconcile net income to net
   cash provided from operating activities:
  Depreciation, depletion and amortization                26,862      20,268 
  Changes in operating working capital:
    Amounts receivable                                  (335,320)   (163,618)
    Deposits                                               1,000           - 
    Accounts payable                                    (196,510)     60,729 
    Payable to joint venture participants
      and related parties                                 61,682     345,902 
    Advances from joint venture participants              53,601    (166,769)
    Accrued expenses and other liabilities               (21,409)     (4,670)
                                                      -----------  ----------

    Net Cash Provided (Used) by Operating Activities    (710,586)     11,528 
                                                      -----------  ----------

Cash Flows from Investing Activities
  Capital expenditures                                  (308,124)   (100,663)
                                                      -----------  ----------

Cash Flows from Financing Activities
  Principal payment of debt                             (946,099)          - 
  Long-term debt borrowed                                      -     138,000 
  Investor payable                                       853,772           - 
  Proceeds from issuance of common stock               1,607,547           - 
                                                      -----------  ----------

    Net Cash Provided by Financing Activities          1,515,220     138,000 
                                                      -----------  ----------

Net Increase in Cash and Cash Equivalents                496,510      48,865 

Cash and Cash Equivalents at Beginning of Period         258,924     228,704 
                                                      -----------  ----------

Cash and Cash Equivalents at End of Period            $  755,434   $ 277,569 
                                                      ===========  ==========
</TABLE>




<PAGE>

<PAGE>
                            TRI-VALLEY CORPORATION
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE SIX MONTHS ENDED
                           JANUARY 31, 1997 AND 1996
                                  (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, 1997, 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 1996 financial statements to
conform  to  the  presentation  used  in  1997.


NOTE  2  -  PER  SHARE  COMPUTATIONS
            ------------------------

Per  share  computations  are based upon the weighted average number of common
shares outstanding during each year. Common stock equivalents are not included
in  the  computations  since  their  effect  would  be  anti-dilutive.


NOTE  3  -  INVESTOR  PAYABLE
            -----------------

As  of  the  balance sheet date, the Company had an investor payable totalling
$853,772.  This  is  money  which  the Company had received from investors for
common  stock,  which,  as  of  the  quarter's  end,  had not been issued. The
unissued common stock consisted of 1,360,500 "A" warrants exercised at various
prices  and  575,775  shares  purchased  at  $.45 per share. Subsequent to the
quarter's  end,  310,775  shares  of the $.45 stock were issued. The balance of
these shares and warrants will be issued subsequent to the shareholders 
meeting  on  March  22,  1997.


NOTE  4  -  DETERMINATION  TO  CHANGE  YEAR  END
            ------------------------------------

It  was  determined  on  March  10, 1997, that Tri-Valley Corporation, and its
wholly owned subsidiary Tri-Valley Oil and Gas Corporation, will change from a
July  31 year end to a December 31 year end. A transition report will be filed
on  a  Form  10-KSB,  no  later  than ninety days from the determination date,
showing  the  change.


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

BUSINESS  REVIEW

Change  in  Year  End
---------------------

This  will be the last Form 10-Q filed for a July 31 fiscal year end as we are
changing  to  a  December  31  fiscal  year  end.

Petroleum  Activities
---------------------
After  two years of diligent effort, numerous industry, regulatory, geographic
and  mechanical  obstacles  were  overcome  to hook up the Webb Tract No. 1. A
major  dry  gas  discovery, it began producing nearly 5 million cubic feet per
day from a dual completion. The gas is contracted to Tosco with 60% on a fixed
price  and  40%  on  the  spot  market  as  agreed  among the working interest
partners.  The working interest partners have been cash called to drill the WT
No.  2  development  well  this  spring  followed by a WT no. 3 step out well.

The  Company  announced  two new pool discoveries in its Pimentel I-15 well in
the  City  of  Tracy.  The  Company  is  methodically  testing  the  extensive
indications  of  hydrocarbon  bearing  zones  to complete the well for optimum
deliverability. The Company expects to drill multiple locations to develop the
discovery and is considering additional seismic shooting to further define the
field  as  well  as  enhance  a  deeper, larger target for drilling this year.

Working interest partners in the Martin-Severin production unit have been cash
called  to  drill  the  M-S 6 development well. In all, the Company expects to
substantially  increase  its  reserves, production, and revenue from new wells
this  fiscal  year.

Looking to the future, Tri-Valley Oil and Gas acquired for cash and Tri-Valley
Corporation  stock, the extensive geologic and seismic data base of San Carlos
Oil and Gas Corporation which was assembled over nearly 50 years by San Carlos
president,  Charles  W. Hatten. While much of it is concentrated in California
it also includes several other venues in North America, South America, Africa,
the Middle East and the Far East. Mr. Hatten, who built Great Basins Petroleum
into  an  international  petroleum  and  minerals company has joined TVOG as a
consultant.

Precious  Metal  Activities
---------------------------
The  Company  is  in  discussions  with a major mining company over a proposed
joint  venture  of  its  Richardson,  Alaska  gold  project. Additionally, the
Company  has  been  approached  by several smaller mining concerns and is also
considering  continuing  its  own  exploration  using  internal  funds.


<PAGE>
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ---------------------------------------------------------------------
         OF  OPERATIONS  (Continued)
         --------------
BUSINESS  REVIEW  (Continued)
Telecommunications
------------------
After  nearly  a year of due diligence, Tri-Valley Corporation is preparing to
propose  acquisition  of  26  wireless  communication  licenses  held  by five
partnerships  by  exchanging TVC unregistered stock for partnership interests.
At  this  time it appears to represent an attractive business opportunity that
would  strengthen  the Company's balance sheet, revenue sources, and access to
capital.  A  majority  of  the  partners  in the partnerships have voted to be
acquired by Tri-Valley in the even that Company proceeds with the transaction.

Financial  Condition
--------------------
The  financial condition of the Company continued to strengthen from increased
revenues  and  new  capital from private placement. Heavy legal and accounting
expenses  were incurred from catching up on S.E.C. filing of the forms 10K and
10Q.  The  Company's  balance  sheet  continues  to  improve as current assets
increased  from  $737,208 January 31, 1996 to $1,370,369 period ending January
31,  1997.

Three  Months  Ended  January  31,  1997  as  Compared with Three Months Ended
------------------------------------------------------------------------------
January  31,  1996
------------------
Revenues  continued to increase as natural gas prices firmed so that gas sales
in  the  second  quarter  ending  January  31,  1997 generated $206,362 versus
$191,730  for  the  same  period in 1996. Overall revenue was $211,103 for the
second  quarter ending January 31, 1997 versus $196,887 for the same period in
1996.

Costs  and expenses were greater in the second quarter ending January 31, 1997
due to general administrative expenses of $107,499 over the comparable quarter
ending  January  31,  1996  due  in  part  to increased postage, printing, and
supplies  associated  with  filing  and  getting  current with required S.E.C.
reports.  Mr.  Blystone  began  taking  a  salary  in  the current quarter. He
deferred salary in the same quarter last year. Travel expenses, directors fees
and professional fees also accounted for this increase in costs. This resulted
in  a  net  loss  of  $177,038 for the second quarter ending January 31, 1997,
versus  a  loss  of  $61,888  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.
Total  assets  increased  $954,057  from  $4,107,769  January  31,  1996,  to
$5,061,826  January 31, 1997. Further, stockholder equity increased $1,073,911
from  $1,633,309  January 31, 1996 to $2,707,220 for the period ending January
31, 1997. Additional capital to increase the net worth if 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


<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)



                          F.  Lynn  Blystone
                          -------------------
                          President  and  Chief  Executive  Officer