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,  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 April 30,
1997  was  17,781,248.
                            TRI-VALLEY CORPORATION

                                     INDEX
<TABLE>
<CAPTION>


                                                            Page
                                                            ----
<S>                                                         <C>

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets March 31, 1997 and
    December 31, 1996                                          3

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

  Consolidated Statements of Cash Flows for the three
    months ended March 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>



                        PART I - FINANCIAL INFORMATION

                                       3

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

                            TRI-VALLEY CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                    ASSETS

<TABLE>
<CAPTION>


                                 March 31, 1997   Dec. 31, 1996
                                 ---------------  --------------
<S>                              <C>              <C>

Current Assets
  Cash                           $     3,070,722  $      894,365
  Accounts receivable, trade             474,511         278,110
  Prepaid expenses                         2,029           2,029
                                 ---------------  --------------

    Total Current Assets               3,547,262       1,174,504
                                 ---------------  --------------

Property and Equipment, Net            3,320,428       3,182,860
                                 ---------------  --------------

Other Assets
  Deposits                                62,000          62,000
  Acquisition Costs                       29,753
  Investments in partnerships             20,682          20,682
  Goodwill (net of accumulated
    amortization of $169,921 at
  March 31, 1997 and $167,209
    at December 31, 1996                 263,932         266,644
                                 ---------------  --------------

      Total Other Assets                 346,614         379,079
                                 ---------------  --------------

      Total Assets               $     7,214,304  $    4,736,443
                                 ===============  ==============
</TABLE>


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

                                       5







                     LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                         March 31, 1997    Dec. 31, 1996
                                        ----------------  ---------------
<S>                                     <C>               <C>

CURRENT LIABILITIES
  Notes and contracts payable           $        10,215   $       11,042 
  Trade accounts payable                        143,815           57,566 
  Amounts payable to joint venture
    participants                              1,187,277          484,008 
  Advances from joint venture
    participants                                502,132          196,527 
  Due to related parties                        200,407          196,142 
  Accrued expenses and
   other liabilities                                  0                0 
                                        ----------------  ---------------

    Total Current Liabilities                 2,043,846          945,285 
                                        ----------------  ---------------

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

Commitments

Shareholders' Equity
  Common stock, $.01 par value:
    50,000,000 shares authorized;
    14,379,867  and  14,102,473 issued
    and outstanding at March 31, 1997
    and Dec. 31, 1996, respectively             199,799          141,024 
  Less:  Common stock in treasury,
   at cost, 156,925 shares                      (28,639)         (28,639)
  Capital in excess of par value              7,744,526        5,495,726 
  Accumulated deficit                        (2,782,836)      (2,517,241)
                                        ----------------  ---------------

    Total Shareholders' Equity                5,132,850        3,090,870 
                                        ----------------  ---------------

    Total Liabilities and
      Shareholders' Equity              $     7,214,304   $    4,736,443 
                                        ================  ===============
</TABLE>


                            TRI-VALLEY CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>

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

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

Revenues
  Sale of oil and gas              $   155,932      $  140,005 
  Other income                          11,085           4,131 
  Interest income                        8,542           1,778 
                                   ------------     -----------

    Total Revenues                     175,559         145,914 
                                   ------------     -----------


Cost and Expenses
  Oil and gas lease expense             49,481          33,951 
  Depletion, depreciation and
    amortization                        17,580          10,653 
  Interest                              28,789          10,745 
  General and administrative           345,303          96,406 
                                   ------------     -----------

    Total Cost and Expenses            441,153         151,755 
                                   ------------     -----------

Net Loss                           $  (265,594)     $   (5,841)
                                   ============     ===========


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

Weighted Average Number of Shares   14,257,861       7,071,126 
                                   ============     ===========
</TABLE>


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


<TABLE>
<CAPTION>

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

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

Cash Flows from Operating Activities
  Net loss                                       $ (265,594)  $ (5,841)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization       17,580     10,653 
      Changes in operating capital:
      Amounts receivable                           (196,401)   119,776 
      Deposits                                            -          - 
      Trade accounts payable                         86,249     29,547 
      Amounts payable to joint venture
        participants and related parties            707,534    (91,012)
      Advances from joint venture
        participants                                305,605     18,357 
      Accrued expenses and other liabilities              -          - 
                                                 -----------  ---------

Net Cash Used by Operating Activities               654,973     81,480 
                                                 -----------  ---------

Cash Flows from Investing Activities
  Capital expenditures                             (122,684)   (17,292)
                                                 -----------  ---------

Cash Flows from Financing Activities
  Investor payable                                 (662,680)         - 
  Principal payments on long-term debt                 (827)         - 
  Proceeds from issuance of common stock          2,498,315          - 
  Stock offering costs                             (190,740)         - 
                                                 -----------  ---------

      Net Cash Provided by Financing Activities   1,644,068          - 
                                                 -----------  ---------

Net Increase in Cash and Cash Equivalents         2,176,357     64,188 
Cash and Cash Equivalents at Beginning
  Of Period                                         894,365    246,316 
                                                 -----------  ---------

Cash and Cash Equivalents at
  End of Period                                  $3,070,722   $310,504 
                                                 ===========  =========
</TABLE>



                                      10

                            TRI-VALLEY CORPORATION
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED
                            MARCH 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 three month period ended March 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 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  quarter  ending March 31, 1997 investors exercised warrants which
resulted in the issuance of  3,368,000 restricted shares of common stock.  The
current  number of issued and outstanding shares of common stock is 17,781,248
as  of  April  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  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 working interest partners have been cash called to drill the
Webb  Tract  No.  2, which should begin drilling in the second fiscal quarter.
The  Webb  Tract  No.  3 is a step out well and should be drilled this summer.

The  working interest partners in the Martin-Severin production unit have been
cash  called  to  drill  the  MS  No. 6 development well.  This well should be
drilled  immediately  after  drilling  of  the Webb Tract No. 2.  The delay in
drilling  these wells is due to the lack of drilling rigs because of increased
drilling  activity  in  the  state  of  California.

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 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 has 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 react rapidly and definitively 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  its 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.

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 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.

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 more than tripled  from $1,174,504 at fiscal year
ending December 31, 1996 to $3,547,262 for the first quarter of FY 1997 ending
March  31.    The  number  of  issued  and  outstanding  shares increased from
14,102,473  for  the period ending December 31, 1996 to 17,781,248 as of April
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.

Three  Months  Ended  March 31, 1997 as compared with Three Months ended March
------------------------------------------------------------------------------
31,  1996
---------

Revenues  from  natural  gas  production held rather steady.  Gas sales in the
first quarter ending March 31, 1997 generated $155,932 versus $140,005 for the
same  period  in  1996.    Overall revenue was $175,559 for the quarter ending
March  31,  1997  versus  $145,914  for  the  same  period  in  1996.
ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         ---------------------------------------------------------------------
           OF  OPERATIONS  (Continued)
           --------------

BUSINESS  REVIEW  (continued)

Three  Months  Ended  March 31, 1997 as compared with Three Months ended March
------------------------------------------------------------------------------
31,  1996  continued
--------------------

Costs  and  expenses  were greater in the quarter ending March 31, 1997 due to
oil  and  gas  lease  expenses  increasing from $33,951 for the quarter ending
March 31, 1996 to $49,481 for the current quarter ending March 31, 1997.  This
was  due  to  increased  drilling  activity.   General administrative expenses
increased  from  $96,406 for the quarter ending March 31, 1996 to $345,303 for
the quarter ending March 31, 1997.  This increase was due in part to increased
accounting and legal costs associated with the audit relating to the change in
fiscal  year end, and the subsequent 10-K filing along with two 10-Q's that we
were required to file.  Additional business activity and costs associated with
filing of the annual proxy statement and shareholders meeting also contributed
to  these  increased  costs.    The  Board of Directors voted to award outside
directors  10,000  shares of restricted common stock each.  They also voted to
award  the  chief  executive  officer  40,000  shares  of  restricted stock in
accordance  with  his  employment  contract  that  had  been  deferred for the
previous  two years.  The discounted price of these restricted shares resulted
in additional director's expense to the company in the amount of $56,000.  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 $265,594 for the quarter ending March 31, 1997 versus a
loss  of  $5,841  for  the  quarter  ending  March  31,  1996.

The  Company  expects  these  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 $2,477,861 from
$4,736,443 December 31, 1996 to $7,214,304 March 31, 1997.  Stockholder equity
increased  $2,041,980  from $3,090,870 December 31, 1996 to $5,132,850 for the
period  ending  March  31,  1997.    Additional capital due to the exercise of
warrants  attached to the private placement of stock increased the net worth./


                          PART II - OTHER INFORMATION

                                      13

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

The  Company is not a party to nor is its property the subject of any material
legal  proceedings.


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:  none  were  filed  for  the  period.
                                  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,  1997           /s/ F.  Lynn  Blystone
                              --------------------------------
                               F. Lynn Blystone
                               President  and  Chief  Executive  Officer