2


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

                                    FORM 10-Q


             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004          Commission File No. 0-6119

                             TRI-VALLEY CORPORATION
             (Exact name of registrant as specified in its charter)

DELAWARE                    84-0617433
(State  or  other  jurisdiction of          (I.R.S. Employer Identification No.)
incorporation  or  organization)

       5555 BUSINESS PARK SOUTH, SUITE 200, BAKERSFIELD, CALIFORNIA 93309
                    (Address of principal executive offices)

                                 (661) 864-0500
              (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X  ]    No  [  ]


The  number  of shares of Registrant's common stock outstanding at June 30, 2004
was  20,267,127.

<PAGE>
                             TRI-VALLEY CORPORATION

                                      INDEX
<TABLE>
<CAPTION>


                                                                                           Page
                                                                                      --------------
<S>                                                                                   <C>
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .               3

    Item 1.  Consolidated Financial Statements . . . . . . . . . . . . . . . . . . .               3


    Item 2.  Management's Discussion and Analysis of Financial
                Condition and Results of Operations. . . . . . . . . . . . . . . . .               8

    Item 3.  Quantitative and Qualitative Disclosures About Market Risk. . . . . . .              10

    Item 4.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . .              10


PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              10

    Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . .              10

    Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . .              10

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

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





<PAGE>

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

                                        4
</TABLE>



PART I - FINANCIAL INFORMATION

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

                                      TRI-VALLEY CORPORATION
                                    CONSOLIDATED BALANCE SHEETS



                                             ASSETS

                             June 30, 2004. Dec. 31, 2003


                                  (Unaudited)    (Audited)
                                 ------------  -----------
Current Assets
  Cash. . . . . . . . . . . . .  $  6,949,767  $ 6,006,973
  Accounts receivable, trade. .       165,323      163,825
  Prepaid expenses. . . . . . .        12,029       12,029
                                 ------------  -----------

    Total Current Assets. . . .     7,127,119    6,182,827
                                 ------------  -----------

Property and Equipment, Net . .     1,555,002    1,522,333
                                 ------------  -----------

Other Assets
  Deposits. . . . . . . . . . .       372,105      372,105
  Investments in partnerships .        17,400       17,400
  Other . . . . . . . . . . . .        13,913       13,913
  Goodwill (net of accumulated
    amortization of $221,439
    at December 31, 2002) . . .       212,414      212,414
                                 ------------  -----------

      Total Other Assets. . . .       615,832      615,832
                                 ------------  -----------

      Total Assets. . . . . . .  $  9,297,954  $ 8,320,992
                                 ============  ===========



<PAGE>






                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                           June 30, 2004  Dec. 31, 2003
                                             (Unaudited)    (Audited)
                                             ------------  ------------
<S>                                          <C>           <C>
CURRENT LIABILITIES
  Notes and contracts payable . . . . . . .  $     2,425   $     9,985
  Trade accounts payable & accrued expenses      841,613       835,729
  Accounts payable to joint venture
    participants. . . . . . . . . . . . . .      100,743        91,275
  Advances from joint venture
    participants. . . . . . . . . . . . . .    6,937,146     4,811,742
                                             ------------  ------------

    Total Current Liabilities . . . . . . .    7,881,927     5,748,731
                                             ------------  ------------

Long-term Portion of Notes and
  Contracts Payable . . . . . . . . . . . .        9,479        16,805
                                             ------------  ------------


Commitments

Shareholders' Equity
  Common stock, $.001 par value:
    100,000,000 shares authorized;
    20,267,127  and  20,097,627 issued
    and outstanding at June 30, 2004
    and Dec. 31, 2003, respectively . . . .       20,267        20,115
  Less:  Common stock in treasury,
   at cost, 100,025 shares. . . . . . . . .      (13,370)      (13,370)
  Capital in excess of par value. . . . . .    9,727,051     9,010,453
  Accumulated deficit . . . . . . . . . . .   (8,327,400)   (6,461,742)
                                             ------------  ------------

    Total Shareholders' Equity. . . . . . .    1,406,548     2,555,456
                                             ------------  ------------

    Total Liabilities and
      Shareholders' Equity. . . . . . . . .  $ 9,297,954   $ 8,320,992
                                             ============  ============
</TABLE>


<PAGE>

     The  accompanying  notes  are  an  integral  part  of  these
     condensed  financial  statements.
                                   5


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

                              For the Three Months           For the Six Months
                                Ended  June  30,              Ended  June  30,
                                ----------------              ----------------
                                  2004          2003          2004         2003
                                  ----          ----          ----         ----


Revenues
  Sale of oil and gas    $    194,849  $    203,408  $    422,268  $    470,055
  Other income                 24,318        14,460        37,811        21,073
  Sale of oil & gas prospects 909,500       968,000       909,500       968,000
  Interest income               6,243         4,503         6,612         8,023
                               ------        ------        ------        ------
    Total Revenues          1,134,910     1,190,371     1,376,191     1,467,151
                           ----------     ---------     ---------     ---------

Cost and Expenses
  Oil and gas lease expense    58,098        33,296        76,168        89,621
  Mining exploration expenses 765,376        32,580       803,607        62,887
  Project geology, geophysics,
    land & administration   1,241,658       908,622     1,336,090     1,197,641
  Depletion, depreciation
  and amortization              7,233         7,233        14,466        14,466
  Interest                      6,248           667        32,540         1,380
  General administrative      437,767       360,156     1,038,912       674,745
                              -------       -------     ---------       -------
   Total Cost and Expenses  2,516,380     1,342,554     3,301,783     2,040,741
                            ---------     ---------     ---------     ---------

Net Income (Loss)       $  (1,381,470)  $  (152,183)  $ (1,925,592) $ (573,590)
                         ============    ==========   ============    =========
Basic & Diluted Earnings
 per Share                 $     (.03)  $     (.01)   $      (.06)  $      (.03)
                                =====        =====         ======         ======
Weighted Average Number
 of Shares                  20,213,460   19,786,014    20,156,543     19,786,014

                         =============   ==========    ==========     ==========

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

                                            6



                                TRI-VALLEY CORPORATION
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)
                                                        For  the  Six  Months
                                                        ---------------------
                                                           Ended  June  30,
                                                           ----------------

                                                              2004         2003
                                                      ------------  -----------
<S>                                                           <C>           <C>
Cash Flows from Operating Activities
  Net profit/(loss). . . . . . . . . . . . . . . . .  $(1,925,592)  $ (573,590)
  Adjustments to reconcile net income
    to net cash used from operating activities:
      Depreciation, depletion and amortization . . . .      14,466       14,466
       Non-cash mining exploration expense . . .  . .      712,000
      Changes in operating capital:
      Accounts receivable-(increase)decrease . . . .       (1,498)      (9,077)
      Trade accounts payable-increase(decrease).   .       (1,676)     139,418
      Accounts payable to joint venture
        participants and related parties-increase(decrease)  9,468      (1,849)
      Advances from joint venture
        Participants-increase(decrease). . . . .. . .    2,125,404    3,954,994
                                                      ------------  -----------

Net Cash Provided/(Used) by Operating Activities  . .      932,572    3,542,516
                                                      ------------  -----------

Cash Flows Provided/(Used) by Investing Activities
  Capital expenditures . . . . . . . . . . . . . . .        12,796    (138,708)
                                                      ------------  -----------

Cash Flows from Financing Activities
  Principal payments on long-term debt . . . . . . .       (7,326)     (18,306)
  Proceeds from issuance of common stock . . . . . .        4,750      104,200
                                                      ------------  -----------

      Net Cash Provided/(Used) by Financing Activities .   (2,576)      85,894
                                                      ------------  -----------

Net Increase in Cash and Cash Equivalents. . . . . .       942,792    3,489,702
Cash and Cash Equivalents at Beginning
  Of Period. . . . . . . . . . . . . . . . . . . . . .   6,006,975    1,936,294
                                                      ------------  -----------

Cash and Cash Equivalents at
  End of Period. . . . . . . . . . . . . . . . . . .  $ 6,949,767   $5,425,996
                                                      ============  ===========
Supplemental Information:
  Cash paid for interest . . . . . . . . . . . . . .  $    26,764   $     1,380
  Cash paid for taxes. . . . . . . . . . . . . . . .  $     5,169   $     5,446

  During the six months ended June 30, 2004, Tri-Valley issued $712,000 (160,000 shares)
  of common stock in exchange for mineral interests purchased from two individuals
  (80,000 shares each)  interest in the Richardson Alaska Gold mining claims, which
</TABLE>



<PAGE>
                                     15


                             TRI-VALLEY CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED
                             JUNE 30, 2004 AND 2003
                                   (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  June 30, 2004, 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, 2003.

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

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

NOTE  3  -  RECENT  ACCOUNTING  PRONOUNCEMENTS
            ----------------------------------

In  July  2001,  the  FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations"  (SFAS  143).  Under SFAS 143, the fair value of a liability for an
asset  retirement  obligation  should  be  recorded in the period in which it is
incurred.  Upon  settlement  of  the  liability,  an  entity  either settles the
obligation  for  its  recorded  amount  or  incurs a gain or loss if the settled
amount  differs  from  the liability recorded.  SFAS 143 is effective for fiscal
years  beginning  after June 15, 2002.  We have evaluated this guidance and have
determined  this  will  not  have  a  material impact on our financial position,
results  of  operations,  or  net  cash  flows.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit or Disposal Activities" (SFAS 146).  SFAS 146 addresses the financial
accounting  and reporting for costs associated with exit or disposal activities.
SFAS  146 states that a liability for a cost associated with an exit or disposal
activity  shall  be  recognized  and measured initially at its fair value in the
period  when  the  liability  is incurred.  A liability is established only when
present  obligations to others are determined.  SFAS 146 does not apply to costs
associated  with  the  retirement  of long-lived assets covered in SFAS 143 (see
above).  It  applies  to  costs  associated  with an exit activity that does not
involve  an  entity  newly acquired in a business combination or with a disposal
activity  covered  by  SFAS 144 (see above).  We will apply SFAS 146 for exit or
disposal  activities  initiated after December 31, 2002.  We have evaluated this
guidance and do not believe that it will have a material impact on our financial
position,  results  of  operations,  or  net  cash  flows.


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

BUSINESS  REVIEW

Notice  Regarding  Forward-Looking  Statements
----------------------------------------------

This  report  contains  forward-looking  statements.  The  words,  "anticipate,"
"believe,"  "expect,"  "plan,"  "intend," "estimate," "project," "could," "may,"
"foresee,"  and  similar  expressions  are  intended to identify forward-looking
statements.  These statements include information regarding expected development
of  the Company's business, lending activities, relationship with customers, and
development  in  the oil and gas industry.  Should one or more of these risks or
uncertainties  occur,  or  should underlying assumptions prove incorrect, actual
results  may  vary  materially  and  adversely from those anticipated, believed,
estimated  or  otherwise  indicated.

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

In  early  May  2004  a  workover  rig  was  moved  in  on  Elk  Ridge # 1-20 to
artificially  fracture  the  Hay  Sand  formation.  The  work  was  completed
successfully  however;  we  were  not able to get commercial production.  We are
working  on  several  stimulation concepts to hopefully obtain commercial rates.

During April 2004 the Company continued work on the Oil Lake well.  The well has
not  responded  with  commercial  production  and  is  currently  idle.

The  Oil  Creek  prospect  was  determined  to  be  no longer a viable prospect.
However, the results of data analysis did identify a new prospect, the Los Gatos
Creek  Prospect.  The  Oil  Creek  well  will  be retained for a potential water
disposal  well  in the event the Los Gatos Creek Prospect results in a new field
discovery.

On  June  28, 2004, a test frac was done on the EKHO #1 as a planning and design
procedure  to obtain data for what will be a main frac.  It appears this will be
conducted  in  September.

Current  plans are to bring in a production/workover rig and (1) fish the tubing
out  of  the  Martins-Severin  #3  and  either  return it to production from the
currently  sanded-up zone or to recomplete into one of the three remaining zones
in  the well and to fracture the Martins-Severin #6 to both stimulate production
and  remediate  the  sanding  problems.

On  the  Pimental #1-15 we intend to hydraulically fracture stimulate the Ragged
Valley  Sands  to  achieve  commercial  rates.  These  sands  have  never  been
effectively produced in this Tracy Gas Field.  This work is scheduled to be done
sometime  in  August.

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

An independent geologist visited our claim block in Alaska to view the work that
has  been  performed to date.  This visit qualifies his independent report to be
used  for  U.S  and  Canadian  stock  exchange  financings.  This is part of the
procedure  to  continue  our  efforts  to  successfully spin-off our Richardson,
Alaska  gold  project  into  a  new,  stand alone mining company.  In the second
quarter,  we  repurchased  two  mineral  interests in the Richardson gold mining
claims  which  we  had sold to third parties in 1998 in order to consolidate our
interests  in  this  property.


ITEM  2.  (CONTINUED)
---------------------

Three  Months  Ended  June 30, 2004 as compared with Three Months ended June 30,
--------------------------------------------------------------------------------
2003
----

In  the  quarter  ended  June  30,  2004,  revenue  was  $1,134,910  compared to
$1,190,371  for  the  same quarter in 2003.  This decrease resulted from reduced
gas  production  due  to  certain  wells being shut in for workovers and reduced
revenue  from  sales  of  prospects.

Costs  and  expenses  increased  $1,173,826 for the period ending June 30, 2004,
compared  to  the  same  period  in 2003.  Oil & gas lease expenses were $24,802
higher  this  quarter  due  to work performed on some of our producing wells. We
repurchased  mineral  interests  on  our  Richardson, Alaska, gold mining claims
which  we had sold to third parties in 1998, resulting in a $732,796 increase in
mining  exploration  expenses,  compared  to the same period last year.  Project
geology,  geophysics,  land and administration expenses were $333,036 higher for
the  quarter  ended  June  30,  2004, compared to the same quarter in 2003. This
increase  was  due  to  our  writing  off  costs  of  the EKHO Prospect that had
previously  been  capitalized.   General  and  administration costs were $77,611
higher  for  the  quarter  ended  June 30, 2004, compared to the same quarter in
2003.  The  increase  was  due  to  expensing  $31,558 of remaining costs of our
litigation  with  Armstrong  Petroleum  (see  Part  II,  Item  I) and additional
insurance  costs.

For  the quarter ended June 30, 2004, we had a loss of $1,381,470, compared to a
loss  of  $152,183  for  the  quarter  ended  June  30,  2003.

Six Months ended June 30, 2004 as compared to the Six Months ended June 30, 2003
--------------------------------------------------------------------------------

Revenue  decreased  during the first six months of the year compared to the same
period  in  2003  due  less  income  from the sale of gas prospects and less gas
revenue  because  some  wells  were  shut  in  for  additional  work.

Costs  and expenses were $3,301,783 for the period ending June 30, 2004 compared
to  $2,040,741  for  the comparable period in 2003.  Mining exploration expenses
were  $732,796  higher due to expensing of mining interest we bought back on our
Richardson  gold  mining  claims.  Project  geology,  geophysics,  land  and
administration  were $138, 449 higher due to expensing costs related to the EKHO
Project.  General  and  administrative  costs were $364,167 higher than in 2003.
These  increased  costs were due to expenses related to the Armstrong lawsuit, a
$30,000  increase  in  consulting  fees, higher directors and officers liability
insurance  premiums  and  higher  investor  relations  costs.

For  the  six  months we had a loss of $1,925,592 compared to a loss of $573,590
for  the  same  six  month  period  in  2003.

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

We  have  funded  our oil and gas exploration activities primarily with proceeds
raised  through  privately  placed  drilling programs.  We make decisions on the
amount  of  capital expenditures for drilling as funds become available for that
purpose.  We  do  not, as a rule, rely on borrowings to fund drilling operations
or  other  activities.

ITEM  2.  (CONTINUED)
---------------------

Current  assets  were  $7,127,119 at June 30, 2004, compared to $6,182,827 as of
December 31, 2003.  This is due to an increase of cash related to investments in
our  OPUS-I  drilling  program.

Current  liabilities  were  $7,881,927  for  the six months ended June 30, 2004,
compared to $5,748,731 for the period ended December 31, 2003.  This increase is
due  to  advances  from  joint venture participants in our drilling programs for
drilling  activities  in  our  limited  liability  drilling program, and accrued
expenses  related  to  the  Armstrong  lawsuit.

OPERATING  ACTIVITIES.  We  had  a  positive  cash  flow of $932,572 for the six
months  ended  June  30, 2004 compared to a positive cash flow of $3,542,516 for
the  same  period  in  2003.  This difference is due to less advances from joint
venture  partners  and  our  year to date operating loss.  Our primary source of
funds  is  comprised  of  selling  prospects  and  oil  and  gas  sales.

INVESTING ACTIVITIES.  In the first six months of 2004 we had $12,796 in capital
expenditures.  This  was  the  result  of  lease  acquisitions.

FINANCING  ACTIVITIES.  Net  cash  provided by financing activities was ($2,576)
for  the  six  months ended June 30, 2004.  This was due to payments on autos of
($7,326)  and  issuance  of  common  stock  of  $4,750.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
          ----------------------------------------------------------------

Tri-Valley  Corporation  does  not engage in hedging activities and does not use
commodity  futures  or  forward  contracts  in  its  cash  management functions.

ITEM  4.  CONTROLS  AND  PROCEDURES
          -------------------------

As  of June 30, 2004, an evaluation was performed under the supervision and with
the  participation  of the Company's management, including the Company's CEO and
CFO,  of  the  effectiveness  of  the  design  and  operation  of  the Company's
disclosure  controls  and  procedures.  Based  on that evaluation, the Company's
management,  including  the CEO and CFO, concluded that the Company's disclosure
controls  and procedures were effective as of June 30, 2004.  There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  internal  controls  subsequent  to  June 30, 2004.

PART  II  -  OTHER  INFORMATION

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

In  November  2002,  a  judgment  of $141,500 was awarded to Armstrong Petroleum
against Tri-Valley Corporation.  We appealed the decision to the appellate court
who  ultimately  confirmed the trial court's decision.  In the second quarter of
2004,  the  California  Supreme Court declined to hear our appeal. We previously
expensed  $212,985,  and we expensed another $31,558 in the second quarter for a
total  of  $244,543.  We  will pay this amount in the third quarter of 2004.  We
had  previously  reserved an amount on our balance sheet under deposits which is
more  than  sufficient  to  cover  the  costs  attributable  to  the  judgment.

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

During  the  second  quarter  of  2004,  we  issued  1,500  shares for aggregate
consideration  of  $750  ($.50  per  share)  upon  exercise  of  options  by  an
ex-employee  of  the  Company.  We  also  issued  160,000  shares to two private
individuals  to  repurchase all their right, title and interest in mining claims
near  Richardson,  Alaska, which we had sold to them in 1998.  These shares were
valued  at  $712,000 ($4.45 per share), which was the closing price of our stock
on  the  American  Stock  Exchange on the date of issuance.  All of these shares
were  not  registered under the Securities Act of 1933 and were sold in reliance
on the exemption from registration requirements provided by Section 4(2) of that
statute.

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

(a)     Exhibits
31.1  Rule  13a-14(a)/15d-14(a)  Certification
31.2  Rule  13a-14(a)/15d-14(a)  Certification
32.1  18  U.S.C.   1350  Certification
32.2  18  U.S.C.   1350  Certification
(b)  Reports  on  form  8-K:
       None




































                                   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




      August  11,  2004      /s/  F.  Lynn  Blystone
                            ------------------------
                                                           F.  Lynn  Blystone
               President  and  Chief  Executive  Officer


      August  11,  2004     /s/  Thomas  J.  Cunningham
                            ---------------------------
               Thomas  J.  Cunningham
               Secretary,  Treasurer,  Chief  Financial  Officer


<PAGE>
                                  EXHIBIT 31.1
I,  F.  Lynn  Blystone,  President  and  Chief  Executive  Officer of Tri-Valley
Corporation,  certify  that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period covered by this report;3. Based on my
knowledge, the financial statements, and other financial information included in
this  report,  fairly  present in all material respects the financial condition,
results  of  operations  and  cash  flows  of the registrant as of, and for, the
periods  presented  in  this  report;
4.  The  registrant's  other  certifying  officer(s)  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15)  for  the  registrant  and  have:
 a)  designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;
 b)  designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;
 c)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and
 d)  disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):
 a)  all  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and
 b)  any  fraud,  whether  or  not  material,  that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.


Date:  August  11,  2004          /s/F.  Lynn  Blystone
          F.  Lynn  Blystone,  President  and  Chief  Executive  Officer










<PAGE>

                                  EXHIBIT 31.1
I,  Thomas  J.  Cunningham,  Chief  Financial Officer of Tri-Valley Corporation,
certify  that:
1. I have reviewed this quarterly report on Form 10-Q of Tri-Valley Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a
material  fact or omit to state a material fact necessary to make the statements
made,  in  light of the circumstances under which such statements were made, not
misleading  with  respect  to  the  period  covered  by  this  report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;
4.  The  registrant's  other  certifying  officer(s)  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-15(e)  and  15d-15)  for  the  registrant  and  have:
 a)  designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;
 b)  designed  such  internal  control  over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;
 c)  evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and
 d)  disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fiscal  quarter (the registrant's fourth fiscal in the case of an annual report)
that  has materially affected, or is reasonably likely to materially affect, the
registrant's  internal  control  over  financial  reporting;  and
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or  persons  performing  the  equivalent  functions):
 a)  all  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and
 b)  any  fraud,  whether  or  not  material,  that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.

          /s/Thomas  J.  Cunningham
Date:  August  11,  2004
          Thomas  J.  Cunningham,  Chief  Financial  Officer
          --------------------------------------------------


<PAGE>

                                  EXHIBIT 32.2

                   CERTIFICATION PURSUANT TO 18 U.S.C.   1350

The  undersigned,  Thomas  J.  Cunningham, Chief Financial Officer of Tri-Valley
Corporation, a Delaware corporation (the "Company"), pursuant to 18 U.S.C. 1350,
as  adopted  pursuant  to  Section 906 of the Sarbanes Oxley Act of 2002, hereby
certifies  that:

(1)  the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities  Exchange  Act  of  1934;  and

(2)  the  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

          /s/Thomas  J.  Cunningham
Date:  August  11,  2004
------------------------
          Thomas  J.  Cunningham,  Chief  Financial  Officer
          --------------------------------------------------






                                  EXHIBIT 32.2

                   CERTIFICATION PURSUANT TO 18 U.S.C.   1350


The  undersigned,  F.  Lynn  Blystone,  President and Chief Executive Officer of
Tri-Valley  Corporation,  a Delaware corporation (the "Company"), pursuant to 18
U.S.C.  1350,  as  adopted  pursuant to Section 906 of the Sarbanes Oxley Act of
2002,  hereby  certifies  that:

(1)  the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
2004 (the "Report") fully complies with the requirements of Section 13(a) of the
Securities  Exchange  Act  of  1934;  and

(2)  the  information  contained  in the Report fairly presents, in all material
respects,  the  financial  condition  and  results of operations of the Company.

          /s/F.  Lynn  Blystone
Date:  August  11,  2004
------------------------
          F.  Lynn  Blystone,  President  and  Chief  Executive  Officer
          --------------------------------------------------------------