2

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

                                  FORM 10-QSB/A

(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  June  30,  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 June 30, 1997
was  18,046,248.
                            TRI-VALLEY CORPORATION

                                     INDEX
<TABLE>
<CAPTION>


                                                            Page
                                                            ----
<S>                                                         <C>
PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets June 30, 1997 and
    December 31, 1996. . . . . . . . . . . . . . . . . . .     3

  Consolidated Statements of Operations for the six
    months ended June 30, 1997 and 1996. . . . . . . . . .     5

  Consolidated Statements of Cash Flows for the six
    months ended June 30, 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>



                        PART I - FINANCIAL INFORMATION

                                       3

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

                            TRI-VALLEY CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                    ASSETS

<TABLE>
<CAPTION>


                                 June 30, 1997   Dec. 31, 1996
                                 --------------  --------------
<S>                              <C>             <C>
Current Assets
  Cash. . . . . . . . . . . . .  $    1,879,981  $      894,365
  Accounts receivable, trade. .         465,789         278,110
  Prepaid expenses. . . . . . .           2,029           2,029
                                 --------------  --------------

    Total Current Assets. . . .       2,347,799       1,174,504
                                 --------------  --------------

Property and Equipment, Net . .       3,318,349       3,182,860
                                 --------------  --------------

Other Assets
  Deposits. . . . . . . . . . .          62,000          62,000
  Acquisition Costs . . . . . .         221,939          29,753
  Investments in partnerships .          20,682          20,682
  Goodwill (net of accumulated
    amortization of $172,632 at
  June 30, 1997 and $167,209
    at December 31, 1996. . . .         261,221         266,644
                                 --------------  --------------

      Total Other Assets. . . .         565,842         379,079
                                 --------------  --------------

      Total Assets. . . . . . .  $    6,231,990  $    4,736,443
                                 ==============  ==============
</TABLE>


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

                                       6







                     LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                     June 30, 1997    Dec. 31, 1996
                                    ---------------  ---------------
<S>                                 <C>              <C>
CURRENT LIABILITIES
  Notes and contracts payable. . .  $      115,292   $       11,042 
  Trade accounts payable . . . . .          56,977           57,566 
  Amounts payable to joint venture
    participants . . . . . . . . .         427,127          484,008 
  Advances from joint venture
    participants . . . . . . . . .         493,263          196,527 
  Due to related parties . . . . .         130,532          196,142 
                                    ---------------  ---------------

    Total Current Liabilities. . .       1,223,191          945,285 
                                    ---------------  ---------------

Long-term Portion of Notes and
  Contracts Payable. . . . . . . .          64,873           37,608 
  Investor Payable . . . . . . . .               -          662,680 
                                    ---------------  ---------------

Commitments

Shareholders' Equity
  Common stock . . . . . . . . . .       7,732,764        5,608,111 
  Retained Earnings. . . . . . . .      (2,788,838)      (2,517,241)
                                    ---------------  ---------------

    Total Shareholders' Equity . .       4,943,926        3,090,870 
                                    ---------------  ---------------

    Total Liabilities and
      Shareholders' Equity . . . .  $    6,231,990   $    4,736,443 
                                    ===============  ===============
</TABLE>


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

                                               For  the  Three  Months     For the Six Months
                                                   Ended  June  30,         Ended  June  30,
                                            -------------------------  -------------------------
                                                1997         1996          1997         1996
                                            ------------  -----------  ------------  -----------
<S>                                         <C>           <C>          <C>           <C>
Revenues
  Sale of oil and gas. . . . . . . . . . .  $   149,444   $  119,250   $   305,376   $  259,255 
  Other income . . . . . . . . . . . . . .       11,926          -0-        23,011        4,131 
  Interest income. . . . . . . . . . . . .       34,133          821        42,674        2,599 
                                            ------------  -----------  ------------  -----------

    Total Revenues . . . . . . . . . . . .      195,503      120,071       371,061      265,985 
                                            ------------  -----------  ------------  -----------

Cost and Expenses
  Oil and  gas lease expense . . . . . . .        8,651       15,014        40,829       48,965 
  Depletion, depreciation and amortization       17,580       10,653        35,159       21,306 
  Interest . . . . . . . . . . . . . . . .        4,628       16,396         8,925       27,141 
  General administrative . . . . . . . . .      187,948      103,478       557,744      199,884 
                                            ------------  -----------  ------------  -----------

    Total Cost and Expenses. . . . . . . .      218,807      145,541       642,657      297,296 
                                            ------------  -----------  ------------  -----------

Net Loss . . . . . . . . . . . . . . . . .  $  ( 23,304)  $  (25,470)  $  (271,596)  $  (31,311)
                                            ============  ===========  ============  ===========

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

Weighted Average Number of Shares. . . . .   17,957,915    7,071,126    17,957,915    7,071,126 
                                            ============  ===========  ============  ===========
</TABLE>


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


<TABLE>
<CAPTION>

                                                  For  the  Six  Months
                                                  ---------------------
                                                     Ended  June  30,
                                                     ----------------
                                                    1997        1996
                                                 -----------  ---------
<S>                                              <C>          <C>
Cash Flows from Operating Activities
  Net loss. . . . . . . . . . . . . . . . . . .  $ (271,596)  $(31,311)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization.      35,159     21,306 
      Changes in operating capital:
      Amounts receivable. . . . . . . . . . . .    (187,679)   115,815 
      Deposits. . . . . . . . . . . . . . . . .           -          - 
      Trade accounts payable. . . . . . . . . .        (589)    50,118 
      Amounts payable to joint venture
        participants and related parties. . . .     (122491)   (88,515)
      Advances from joint venture
        participants. . . . . . . . . . . . . .     296,736      8,828 
      Accrued expenses and other liabilities. .           0          0 
                                                 -----------  ---------

Net Cash Used by Operating Activities . . . . .    (250,460)    76,241 
                                                 -----------  ---------

Cash Flows from Investing Activities
  Capital expenditures. . . . . . . . . . . . .    (357,412)   (63,633)
                                                 -----------  ---------

Cash Flows from Financing Activities
  Investor payable. . . . . . . . . . . . . . .    (662,680)         0 
  Principal payments on long-term debt. . . . .     131,515          0 
  Proceeds from issuance of common stock. . . .   2,498,315          0 
  Stock offering costs. . . . . . . . . . . . .    (373,662)         0 
                                                 -----------  ---------

      Net Cash Provided by Financing Activities   1,593,488          0 
                                                 -----------  ---------

Net Increase in Cash and Cash Equivalents . . .     985,616     12,608 
Cash and Cash Equivalents at Beginning
  Of Period . . . . . . . . . . . . . . . . . .     894,365    246,316 
                                                 -----------  ---------

Cash and Cash Equivalents at
  End of Period . . . . . . . . . . . . . . . .  $1,879,981   $258,924 
                                                 ===========  =========
</TABLE>



                                      10

                            TRI-VALLEY CORPORATION
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE SIX MONTHS ENDED
                            JUNE 30, 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 June 30, 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 December 31, 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  the  six month ending June 30, 1997 investors exercised warrants which
resulted in the issuance of  3,633,000 restricted shares of common stock.  The
current  number of issued and outstanding shares of common stock is 18,046,248
as  of  June  30,  1997.
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ---------------------------------------------------------------------
           OF  OPERATIONS
           --------------

BUSINESS  REVIEW

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

The  Company  changed  its  fiscal  year  end  from  July 31 to a December 31.

Shareholders  Meeting
---------------------

Tri-Valley  Corporation  held its annual shareholder meeting March 22, 1997 in
the  conference room at the Pepper Tree Inn located in Santa Barbara, CA.  The
meeting  was  attended  by  approximately  100 shareholders.  One of the items
voted  on  was  to  increase  the common share authority to 50,000,000 shares.
This will enable the Company to have the flexibility of using its common stock
to  take  advantage  of  business  opportunities  as  they  arise.

Petroleum  Activities
---------------------

In January 1997, Tri-Valley Oil & Gas, a wholly owned subsidiary of Tri-Valley
Corporation,  hooked  up  the Webb Tract No. 1.  A major dry gas discovery, it
began  producing  nearly  5  million  cubic  feet  of  gas per day from a dual
completion.    The Webb Tract No. 2 was drilled in late July and should be put
on  line  the  middle  of  August.    We  expect  stabilized  production to be
approximately  3,000  mcf  per  day.

The  Martin Severin No. 6 was drilled in June and completed and put on line in
July,  stabilized  production  from the well should be approximately 2,000 mcf
per  day.

Two  new  pool  discoveries  were announced after the drilling of the Pimentel
1-15  well  in  the city of Tracy, CA.  Testing is continuing to determine the
extent  of  hydrocarbon  bearing  zones  so the well can be completed with the
optimum  production.    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  later this year.  The aggressive drilling program should continue to
increase companys' reserves, production and revenue from new wells this fiscal
year.

In  February,  Tri-Valley Oil & Gas acquired an extensive geologic and seismic
database  from  San  Carlos  Oil  &  Gas Corporation, which was assembled over
nearly  50 years by San Carlos President, Charles W. Hatten.  Much of the data
is  concentrated in California, it also includes other areas of North America,
South  America,  Africa,  the  Middle  East  and  the  Far  East.

Tri-Valley  Oil  & Gas subsequently licensed the largest comprehensive seismic
database  in the State of California from GEOONE Corporation.  The information
packet  contains over 20,000 line miles of seismic data located throughout all
of  the  California oil and gas provinces and coastal basins.  This data along
with  the data base acquired from San Carlos Oil and Gas puts the company in a
very  unique  position to rapidly and definitively evaluate on any area in the
State  at  a  time  when  interest  in petroleum exploration and production is
increasing.
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ---------------------------------------------------------------------
           OF  OPERATIONS  (Continued)
           --------------

BUSINESS  REVIEW  (continued)

Precious  Metals  Activities
----------------------------

The  Company  is  continuing  discussions  with  a  major  mining company on a
proposed  joint venture of the gold mining claim near Richardson, Alaska.  The
Company  is also considering continuing its own exploration and development of
a  portion  of  this  claim using internal funds.  For the last few months the
company  has had geologists performing additional exploration of the property.
The  program  includes  a  magnetometer  survey  grid, soil auger sample grid,
reverse  circulation  drilling  and  diamond drill coring.  The team is led by
Kent  Ausburn,  Phd.  and  includes  two  senior  scientists  from TsNGRI, the
principal  Russian  mineral research institute in Moscow.  Sampling has so far
extended  the  mineralized  zone  of  the  dike  system  which runs for miles.

Telecommunications
------------------

Tri-Valley  Corporation  is  finalizing  its  due  diligence  regarding  the
acquisition  of  a number of FCC licenses, management contracts and options to
buy  licenses held by five partnerships. The company is currently awaiting the
outcome  of  bankruptcy  proceedings  involving Northeast Telecom, Inc. "NET".
Tri-Valley  along  with  two  other  creditors  forced  Northeast Telecom into
bankruptcy  to determine what, if any, assets are claimed by NET that could be
assets of the partnerships.  Additionally the State of New Jersey has filed an
action  against  NET  and two of the partnerships.  Tri-Valley is awaiting the
outcome  of  this  action.  The  interests  acquired would be an all stock and
warrant  acquisition.    As previously reported the partnerships were balloted
and  the  partners  voted  to  be  acquired  by  Tri-Valley  in the event that
Tri-Valley  proceeds  with  the transaction.  If assets actually available for
acquisition  are  sufficient  to  provide  a  viable  business opportunity for
Tri-Valley  then  Tri-Valley expects to proceed with the acquisition according
to  the  actual  make  up  of  the  assets.

Financial  Condition
--------------------

The  financial  condition  of  the  Company  continued to strengthen from  new
capital  from  private  placement.    The Company's balance sheet continued to
improve  as  current  assets  increased  from $1,174,504 at fiscal year ending
December  31, 1996 to $2,347,799 for the second quarter of FY 1997 ending June
30.  The number of issued and outstanding shares increased from 14,102,473 for
the  period  ending December 31, 1996 to 18,046,248 as of June 30, 1997.  This
increase  was  due to the issuance of restricted shares of common stock due to
the  exercise  of warrants related to the private placement of stock.  In July
1997  the  company  began  a stock registration process to register all of the
currently  issued  and  outstanding  shares that are currently restricted from
trade  under Rule 144.  This registration will allow these shares to be freely
tradeable.    This  process  is  governed  by the S.E.C. so the company has no
control  over  the  timing  of  this event.  However, the company expects this
registration  to  be  finalized  in  the near future.  During the registration
process  the  company  is  required  to  be  in a quiet period and cannot make
announcements  on  current  activities.

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

BUSINESS  REVIEW  (continued)

Three  Months Ended June 30, 1997 as compared with Three Months ended June 30,
------------------------------------------------------------------------------
1996  continued
---------------

Revenues  from  natural  gas  production increased slightly.  Gas sales in the
second quarter ending June 30, 1997 generated $149,444 versus $119,250 for the
same period in 1996.  Overall revenue was $195,503 for the quarter ending June
30,  1997  versus  $120,071  for  the  same  period  in  1996.

Costs and expenses were greater in the quarter ending June 30, 1997 due to oil
and gas lease expenses increasing from $10,653 for the quarter ending June 30,
1996 to $17,580 for the current quarter ending June 30, 1997.  This was due to
increased  drilling  activity.  General administrative expenses increased from
$103,478  for  the  quarter  ending  June 30, 1996 to $187,948 for the quarter
ending  June  30,  1997.  This increase was due in part to additional staffing
and  additional  business  activity.   The President, F. Lynn Blystone, took a
full salary in this period; he took a reduced salary for the comparable period
last  year.    These  increased  costs  resulted  in a loss of $23,304 for the
quarter  ending  June 30, 1997 versus a loss of $25,470 for the quarter ending
June  30,  1996.

The  Company  expects  costs  to  reduce in subsequent quarters while revenues
should  increase  due to increased exploration and production activities.  The
company  expects  to  return  to  profitability  in  the  third  quarter.

The  balance  sheet  showed  dramatic improvement due to proceeds from private
placement  of  its unregistered stock.  Total assets increased $1,495,547 from
$4,736,443  December 31, 1996 to $6,231,990 June 30, 1997.  Stockholder equity
increased  $1,853,056  from $3,090,870 December 31, 1996 to $4,943,926 for the
period  ending  June  30,  1997.    Additional  capital due to the exercise of
warrants  attached  to  the  private  placement of stock increased shareholder
equity./


                          PART II - OTHER INFORMATION

                                      13

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

We have filed a lawsuit in the Superior Court of the Sate of California in and
for  the  County  of  Contra  Costa,  seeking to recover damages incurred as a
result  of a former employee's breach of contract and fiduciary duties when he
used  our  proprietary information to enter into contracts with third parties.
The  case is styled, "Tri-Valley Oil & Gas Co. vs ABA Energy Corporation; Alan
B.  Adler,  Keith  Drummond dba Drummond Exploration Co.", Case No. C97-02561.

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

None.


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

None.


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

The Company held its annual shareholders meeting in Santa Barbara, CA on March
22,  1997.  The  issues  submitted  to  the  shareholders  to  vote  on  were:

a.    Re-elect  the  incumbent  Directors
b.    Approve  the  current  independent  accountants  for  another  year
c.    To  amend the Articles of  Incorporation to increase the total number of
authorized  shares       of Common Stock from 15 million, par value $.01 to 50
million,  par  value  $.001.
d.    To  transact  such other business as may properly come before the Annual
Meeting  and  any            adjournments  thereof

All  of  these  issues  were  voted  on  either in person or by proxy and were
approved  by  the  majority  vote  of  the  shareholders.


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

None.


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

(a)          Exhibits
(27)    Financial  Data  Schedule

(b)  Reports on Form 8-K: Form 8-K, filed June 12, 1997 is incorporated herein
by  reference.
                                  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)



      September  18,  1997                             s/ Thomas J. Cunningham
                                                        ----------------------
                                                          Thomas    J.
Cunningham
                Chief  Financial  Officer