2

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

                                   FORM 10-QSB

(Mark  One)

[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
      SECURITIES  AND  EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  March  31,  1999

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

                           Commission File No. 0-6119
                           --------------------------

                             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)

                                 (661) 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 April 30, 1999
was  19,088,248.
                             TRI-VALLEY CORPORATION

                                      INDEX
<TABLE>
<CAPTION>


                                                            Page
                                                            ----
<S>                                                         <C>

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets March 31, 1999 and
    December 31, 1998                                          3

  Consolidated Statements of Operations for the three
    months ended March 31, 1999 and 1998                       5

  Consolidated Statements of Cash Flows for the three
    months ended March 31, 1999 and 1998                       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>


                                     March 31, 1999   Dec. 31, 1998
                                     ---------------  --------------
<S>                                  <C>              <C>

Current Assets
  Cash                               $       399,862  $      191,226
  Accounts receivable, trade                 240,652         307,573
  Note Receivable                                  -         125,000
  A/R Related Parties                          3,750
  Prepaid expenses                             2,029           2,029
                                     ---------------  --------------

    Total Current Assets                     586,293         625,828
                                     ---------------  --------------

Property and Equipment, Net                1,040,042       1,038,237
                                     ---------------  --------------

Other Assets
  Deposits                                   100,000         100,000
  Note Receivable                            125,000
  Acquisition Costs                          184,534         183,342
  Investments in partnerships                 10,686          10,686
  Other                                       13,913          13,913
  Well Database (net of accumulated
    amortization of $31,935 at
    March 31, 1999 and $31,550
    at December 31, 1998                      61,176          61,561
  Goodwill (net of accumulated
    amortization of $191,613 at
  March 31, 1999 and $188,901
    at December 31, 1998                     242,240         244,952
                                     ---------------  --------------

      Total Other Assets                     737,549         614,454
                                     ---------------  --------------

      Total Assets                   $     2,423,884  $    2,278,519
                                     ===============  ==============
</TABLE>


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

                                        6







                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                         March 31, 1999    Dec. 31, 1998
                                        ----------------  ---------------
<S>                                     <C>               <C>

CURRENT LIABILITIES
  Notes and contracts payable           $         9,641   $        9,641 
  Trade accounts payable                        574,121          582,533 
  Amounts payable to joint venture
    participants                                188,680          244,664 
  Advances from joint venture
    participants                                554,719          135,032 
  Due to related parties                              0            5,712 
  Accrued expenses and
   other liabilities                                  0                0 
                                        ----------------  ---------------

    Total Current Liabilities                 1,327,161          977,582 
                                        ----------------  ---------------

Long-term Portion of Notes and
  Contracts Payable                               7,303            8,527 
  Investor Payable                                    -                - 
                                        ----------------  ---------------

Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    50,000,000 shares authorized;
    19,088,248  and  19,088,248 issued
    and outstanding at March 31, 1999
    and Dec. 31, 1998, respectively              19,088           19,088 
  Less:  Common stock in treasury,
   at cost, 178,425 shares                      (43,878)         (41,061)
  Capital in excess of par value              8,177,655        8,177,655 
  Accumulated deficit                        (7,063,445)      (6,863,272)
                                        ----------------  ---------------

    Total Shareholders' Equity                1,089,420        1,292,410 
                                        ----------------  ---------------

    Total Liabilities and
      Shareholders' Equity              $     2,423,884   $    2,278,519 
                                        ================  ===============
</TABLE>


                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>

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

                                       1999          1998
                                   ------------  ------------
<S>                                <C>           <C>

Revenues
  Sale of oil and gas              $   152,136   $   219,483 
  Other income                          84,758        38,466 
  Interest income                        2,747        24,912 
                                   ------------  ------------

    Total Revenues                     239,641       282,861 
                                   ------------  ------------


Cost and Expenses
  Oil and gas lease expense             30,362        43,630 
  Mining exploration expense            57,812       111,633 
  Depletion, depreciation and
    amortization                        38,851        38,291 
  Interest                                 790         2,027 
  General and administrative           312,002       361,116 
                                   ------------  ------------

    Total Cost and Expenses            439,817       556,697 
                                   ------------  ------------

Net Loss                           $  (200,176)  $  (273,836)
                                   ============  ============


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

Weighted Average Number of Shares   19,088,248    19,060,248 
                                   ============  ============
</TABLE>


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


<TABLE>
<CAPTION>

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

                                                    1999         1998
                                                 -----------  -----------
<S>                                              <C>          <C>

Cash Flows from Operating Activities
  Net loss                                       $ (200,176)  $ (273,836)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization       38,851       38,291 
      Changes in operating capital:
      Amounts receivable                             63,171      251,604 
      Deposits                                            0            - 
      Trade accounts payable                         (8,412)      52,566 
      Amounts payable to joint venture
        participants and related parties            (55,984)    (252,877)
      Advances from joint venture
        participants                                419,687     (409,455)
      Accrued expenses and other liabilities              0            0 
                                                 -----------  -----------

Net Cash Used by Operating Activities               257,137     (593,707)
                                                 -----------  -----------

Cash Flows from Investing Activities
  Capital expenditures                              (45,684)    (100,810)
                                                 -----------  -----------

Cash Flows from Financing Activities
  Investor payable                                        0     (103,000)
  Principal payments on long-term debt                    0      (27,588)
  Proceeds from issuance of common stock             (2,817)     113,240 
                                                 -----------  -----------
      Net Cash Provided by Financing Activities      (2,817)     (17,348)
                                                 -----------  -----------

Net Increase in Cash and Cash Equivalents           208,636     (711,865)
Cash and Cash Equivalents at Beginning
  Of Period                                         191,226    2,778,592 
                                                 -----------  -----------

Cash and Cash Equivalents at
  End of Period                                  $  399,862   $2,066,727 
                                                 ===========  ===========
</TABLE>



                                        9

                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             MARCH 31, 1999 AND 1998
                                   (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, 1999, 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, 1998.




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.


ITEM  2.  MANAGEMENT  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.

Computer  Issues  for  the  Year  2000
--------------------------------------

The  Company  is  aware  of  the  issues associated with the programming code in
existing  systems  as  the  millennium  (Year 2000) approaches.  The Company has
examined  the  computer  software  and is confident it will accommodate the Year
2000  issue.  Additionally, the company is contacting its appropriate vendors to
determine  if  they are equipped to handle the Year 2000 issue.  The funds spent
to  make  this  determination  are  less  than  fifty  dollars.

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

One  of  the  wells the Company participates in was shut in for a period of time
this  quarter  as  the  Company  was  performing  a rework of this well.  It was
returned  to  production  in  March.

The  Company  is  continuing  to  pursue  one of the largest onshore oil and gas
targets  in  the United States.  Capital formation is continuing at an escalated
rate.  Tri-Valley Oil & Gas Company has taken leases in 26 sections along trend.

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

On  March 22, 1999, Tri-Valley and Placer Dome U.S., Inc., executed a definitive
agreement for PDUS to explore, develop and mine approximately 36 square miles of
Tri-Valley's  50.5-square  mile  claim  block  at  Richardson,  Alaska.

Terms  of the agreement called for PDUS to expend a minimum of US$6.5 million in
work  on the property and partially reimburse Tri-Valley for some of is previous
exploration,  all  within  five years, in order for PDUS to earn 51% interest in
the property.  PDUS may earn an additional 29% interest by completing a bankable
feasibility study on no less than 750,000 ounces of gold and enacting a positive
production  decision  on  same.  Tri-Valley estimates such a study could cost in
excess  of  US$10  million.



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



Tri-Valley  believes  the  PDUS exploration acreage hosts a massive gold-bearing
zone system related to the pluton underlying Buck Mountain and the Buckeye Creek
on  the  flank  where  samples grading high values of gold (1.5 opt), tellurium,
bismuth  and  tungsten  with  weaker  arsenic  values  were  found.

Tri-Valley  retained  approximately  14.5  square  miles  for  its  own account,
including  a  potentially high grade dike system and high grade creek as well as
placer rights over the entire 51.5 square miles of claims and prospecting sites.
Tri-Valley  will  continue  exploring  this area in the 1999 field season with a
team  of  geoscientific  specialists from TsNIGRI, the principal Russian mineral
research  institute  based  in  Moscow.  It  is  the  TsNIGRI  specialists  who
discovered  the samples that brought Placer Dome to the table on the other block
of  Tri-Valley  claims.

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

The  Company has been doing due diligence on five telecommunication partnerships
in an effort to acquire them.  In May of 1997 the Company loaned one partnership
$125,000  dollars  on  a  6  month  note  which was subsequently extended for an
additional  period  of  time.  This  note  is  now in default and the Company is
pursuing  all  avenues  to  recover  these funds.  The Company believes there is
sufficient  asset  collateral  to  allow  us  to  recover  these  amounts.

Three  Months Ended March 31, 1999 as compared with Three Months ended March 31,
--------------------------------------------------------------------------------
1998
----

Revenues  decreased $43,220 this quarter over the same period in 1998 due to one
well  being  worked  on for part of this period.  Total revenue was $239,641 for
the  quarter  ended  March  31,  1999 compared to $282,861 for the period ending
March  31,  1998.

Costs  and expenses were lower this quarter by $116,880.  This was due to mining
expenditures being reduced $53,821, and General and Administrative costs reduced
by  $49,114.  The  reduction  in the mining expenses was the result of decreased
activity  this  quarter  compared  to  the  same  quarter  in 1998.  General and
administrative  costs  were lower because of lower legal expenses related to our
lawsuit.-See  Lawsuit.


                           PART II - OTHER INFORMATION

                                       12

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

The  Company  is  engaged  in  an  on-going  lawsuit  in the Contra Costa County
Superior  Court.  Company,  as plaintiff, is seeking to recover damages incurred
from  a breech of contract and fiduciary responsibilities by a former officer of
the  company  and  a consulting geologist.  The evidentiary portion is concluded
and  the  Company  is  awaiting  the  ruling  from  the  judge.


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

(a)     Exhibits
(27)  Financial  Data  Schedule

(b)  Reports  on  Form  8-K:
           On  March 23, 1999, the Company filed an 8-K announcing the execution
of  a  definitive  agreement  with  Placer  Dome  U.S.,  Inc.
           On April 21, 1999, the Company filed an 8-K announcing the closing of
its  office  in  Carpinteria,  California.
                                   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)



      May  13,  1999      /s/  F.  Lynn  Blystone
                         ------------------------
                                                          F.  Lynn  Blystone
               President  and  Chief  Executive  Officer


      May  13,  1999     /s/  Thomas  J.  Cunningham
                         ---------------------------
               Thomas  J.  Cunningham
               Secretary,  Treasurer,  Chief  Financial  Officer