UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                  FORM 10-Q

(Mark  One)
<TABLE>
<CAPTION>

<C>  <S>

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934
     For the quarterly period ended October 31, 1995

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


                         Commission File No. 1-6336

                                 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 
incorporation  or  organization)               No.)

      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 December 2,
1996  was  14,158,248.


<PAGE>
                            TRI-VALLEY CORPORATION

                                    INDEX

<TABLE>
<CAPTION>


                                                            Page
                                                            ----
<S>                                                         <C>

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Financial Statements

  Consolidated Balance Sheets October 31, 1995
  and July 31, 1995                                            3

  Consolidated Statements of Operations
  for the three months ended October 31, 1995 and 1994         5

  Consolidated Statements of Cash Flows
  for the three months ended October 31, 1995 and 1994         6

  Notes to Consolidated Financial Statements                   7


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


PART II - OTHER INFORMATION                                   11

SIGNATURES                                                    12
</TABLE>



<PAGE>
                        PART I - FINANCIAL INFORMATION

ITEM  1.    UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS

                            TRI-VALLEY CORPORATION
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)

                                    ASSETS
<TABLE>
<CAPTION>


                                  October 31, 1995    July 31, 1995
                                 ------------------  ---------------
<S>                              <C>                 <C>

CURRENT ASSETS
  Cash                           $         249,874   $      228,704 
  Accounts receivable, trade               437,110          295,340 
  Prepaid expenses                          10,841           10,841 
                                 ------------------  ---------------

    Total Current Assets                   697,825          534,885 
                                 ------------------  ---------------

PROPERTY AND EQUIPMENT, NET              2,959,176        2,915,070 
                                 ------------------  ---------------

OTHER ASSETS
  Deposits                                 100,241          100,241 
  Investments in partnerships               (7,152)          (7,152)
  Goodwill (net of accumulated
    amortization of $154,556 at
  October 31, 1995 and $151,844
    at July 31, 1995                       279,297          282,009 
                                 ------------------  ---------------

      Total Other Assets                   372,386          375,098 
                                 ------------------  ---------------

      TOTAL ASSETS               $       4,029,387   $    3,825,053 
                                 ==================  ===============
</TABLE>
             The accompanying notes are an integral part of these
                       condensed financial statements.






<TABLE>
<CAPTION>

                        LIABILITIES AND SHAREHOLDERS' EQUITY


                                                  October 31, 1996    July 31, 1995
                                                 ------------------  ---------------
<S>                                              <C>                 <C>

CURRENT LIABILITIES
  Notes and contracts payable                    $         694,279   $      556,279 
  Trade accounts payable                                   108,238          125,370 
  Amounts payable to joint venture
    participants                                           566,928          419,169 
  Advances from joint venture participants                 587,771          627,811 
  Due to related parties                                   133,133          137,300 
  Accrued expenses and other liabilities                   208,051          209,712 
                                                 ------------------  ---------------
    Total Current Liabilities                            2,298,400        2,075,641 
                                                 ------------------  ---------------
LONG-TERM PORTION OF NOTES AND
  CONTRACTS PAYABLE                                         35,787           35,787 
                                                 ------------------  ---------------
COMMITMENTS
SHAREHOLDERS' EQUITY
  Convertible preferred stock, $1.00 par value;
   5,000,000 shares authorized; 300,000 shares
   subscribed                                              300,000          300,000 
  Common stock, $.01 par value: 25,000,000
   shares authorized; 7,337,248 issued and
   outstanding at October 31, 1995 and
   July 31, 1995                                            73,372           73,372 
  Less:  Common stock in treasury,
   at cost, 156,925 shares                                 (28,639)         (28,639)
  Stock options outstanding                                191,100          191,100 
  Capital in excess of par value                         3,284,653        3,284,653 
  Accumulated deficit                                   (2,125,286)      (2,106,861)
                                                 ------------------  ---------------
    Total Shareholders' Equity                           1,695,200        1,713,625 
                                                 ------------------  ---------------
    TOTAL LIABILITIES AND
  SHAREHOLDERS' EQUITY                           $       4,029,387   $    3,825,053 
                                                 ==================  ===============
</TABLE>




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

<TABLE>
<CAPTION>

                                            For  the  Three  Months
                                            Ended  October  31,

                                               1995      1994
                                            -----------  -----------
<S>                                         <C>          <C>        

REVENUES
  Sale of oil and gas                       $  138,933   $  100,953 
  Sale of oil and gas prospects                      -       25,519 
  Precious metals revenue                            -        7,038 
  Other income                                  10,749            - 
  Interest income                                3,061        2,473 
                                            -----------  -----------      

    TOTAL REVENUES                             152,743      135,983 
                                            -----------  -----------      


COST AND EXPENSES
  Oil and gas lease expense                     78,634       12,137 
  Depletion, depreciation and amortization      10,134       15,212 
  Interest                                           -       17,830 
  General and administrative                    82,401      132,918 
                                            -----------  -----------      

    TOTAL COST AND EXPENSES                    171,169      178,097 
                                            -----------  -----------      

INCOME (LOSS) BEFORE INCOME TAXES              (18,426)     (42,114)

INCOME TAXES                                         -         (825)
                                            -----------  -----------      

NET LOSS                                    $  (18,426)  $  (42,939)
                                            ===========  ===========      



NET INCOME (LOSS) PER COMMON SHARE          $        -   $        - 
                                            ===========  ===========      

WEIGHTED AVERAGE NUMBER OF SHARES            7,071,126    6,915,277 
                                            ===========  ===========      
</TABLE>

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

<TABLE>
<CAPTION>

                                                        For  the  Three  Months
                                                        Ended  October  31,

                                                           1995       1994
                                                        ----------  ----------
<S>                                                     <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                              $ (18,426)  $(42,939)
  Adjustments to reconcile net income to net
    cash provided from operating activities:
  Depreciation, depletion and amortization                 10,134     15,212 
  Changes in operating capital:
    Amounts receivable                                   (141,770)    98,498 
    Prepaid expenses                                            -     (8,500)
    Trade accounts payable                                (17,132)   (30,971)
    Amounts payable to joint venture participants
      and related parties                                 143,592    (57,835)
    Advances from joint venture participants              (40,040)   343,366 
    Accrued expenses and other liabilities                 (1,661)    22,369 
                                                        ----------  ---------

      Net Cash Provided (Used) by Operating Activities    (65,303)   339,200 
                                                        ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                    (51,527)   (30,056)
                                                        ----------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Long-term debt borrowed                                 138,000          - 
  Principal payments on long-term debt                          -    (12,340)
  Proceeds from issuance of common stock                        -      7,500 
                                                        ----------  ---------

      Net Cash Provided (Used) by Financing Activities    138,000     (4,840)
                                                        ----------  ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS                  21,170    304,304 
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                               228,704    187,937 
                                                        ----------  ---------

CASH AND CASH EQUIVALENTS AT
  END OF PERIOD                                         $ 249,874   $492,241 
                                                        ==========  =========
</TABLE>
                            TRI-VALLEY CORPORATION
                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                          FOR THE THREE MONTHS ENDED
                          OCTOBER 31, 1995 AND 1994
                                 (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 October 31, 1995, are not necessarily indicative
of  the  results  to  be  expected  for  the  full  year.

The  accompanying  consolidated  financial statements do not include footnotes
and certain financial presentations normally required under generally accepted
accounting  principles; and, therefore, should be read in conjunction with the
Company's  Annual  Report  on  Form  10-K  for  the  year ended July 31, 1995.

Certain  reclassifications  have been made to the 1994 financial statements to
conform  to  the  presentation  used  in  1995.


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

The  Company  made  a  motion  to  be dismissed from the Chapter 11 Bankruptcy
Proceedings  discussed in the Form 10(k) for the year ended July 31, 1995. The
motion  was  granted  by  the  court  on  November  1,  1996.

The  Company  raised $2,239,100 from various investors and, in return, various
stocks  and  warrants were issued. The first $1,360,000 was collected from the
sale  of  1,360,000  units.  Each  unit  consisted of two and a half shares of
Tri-Valley  common stock plus two A warrants, one B warrant, and one C warrant
exercisable at $.50, $1.00 and $1.50 per share, respectively. As of the report
date,  no  warrants  had  been  exercised.  The  remaining cash will be raised
through  two  separate  issuances  of  Tri-Valley  Corporation  common  stock.
Issuances  of  2,080,000  shares  and  798,000 shares will raise an additional
$520,000  and  $359,100,  respectively.  As of the report date, 325,000 of the
798,000  shares remain unissued. Upon execution of the remaining transactions,
the  Company  will  have  14,483,248  shares  of  common  stock  issued  and
outstanding.

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


BUSINESS  REVIEW

Natural  Gas  Activities

Tri-Valley  added  significantly  to  its  reserves  with  the drilling of the
Martins-Severin  No.  5  well  in its main producing area. The well was put on
production  during  October  of  this  first  quarter of fiscal year 1996 with
production  stabilizing  in the range of 2,800,000 to 2,900,000 cubic feet per
day.  Because  of the multiple producing horizons encountered in the drilling,
the  Company  expects  to  drill a Martins-Severin No. 6 well to tap shallower
zones  and  accelerate  production  of  the  discovery.

In  November  1994,  Tri-Valley  completed  one of the most significant anchor
California dry gas discoveries, the Webb Tract No. 1, approximately 3,000 feet
northwest  of  its  Martins-Severin  production in the Sacramento River Delta.
However,  numerous  obstacles  arose  to  delay  what had been thought to be a
routine  hook-up.  The  Company  is  working  diligently  on  the  mechanics,
engineering,  geography,  and  permit  problems  to  up  this  on-line.

Precious  Metal  Activities

Tri-Valley  adjusted  its  land  position  on  its gold exploration project at
Richardson,  Alaska,  in  the  wake  of  an airborne geophysical survey of the
Richardson  Mining  District  by  the  State of Alaska, recommendations by its
consulting  geologist,  and  in  light  of its present economic realities. The
Company  intends  to  concentrate on the most advanced targets including three
ready to drill - one to prove reserves and two to indicate geologic resources.


FINANCIAL  CONDITION

Revenues  from natural gas production and other sources rose slightly from new
production  and some price improvement. The primary benefit from a strong, new
well  began  in the second quarter. The Martins-Severin No. 5, a step out from
our main producing area, is flowing approximately 2,900,000 cubic feet per day
of  high  BTU  natural  gas  which  commands  a  premium  price.

The  Company  continued to out perform its peers. As noted in the September 4,
1995  issue  of The Oil & Gas Journal, Tri-Valley climbed another 8 spots to
number  225 in the annual listing of top U.S. petroleum companies. In the past
8  years,  Tri-Valley  has  ascended  169  places  in  the  rankings.


<PAGE>
ITEM  2.    MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF OPERATIONS  (Continued)


FINANCIAL  CONDITION  (continued)

During  the  last  four  quarters,  the  Company has searched for financing to
handle  increasingly  short-term  obligations  resulting  from  revenues  too
diminished  to  service  demands.  In  order to service these obligations, the
Company  turned  to  a  hard  money  lender who has taken all of the Company's
producing  natural gas reserves as collateral for a loan principal of $620,000
bearing  10%  annual  interest  on  a  six-month  note with a 30 day call. The
Company  strived  to  bring  on  additional  revenue  which could enable it to
structure  alternate  takeout  financing  but was unsuccessful due to plunging
prices  and  permit delays which then delayed new drilling/production/revenue.

The  secured lender indicated that he would begin foreclosure on the Company's
producing  natural gas reserves worth several times what was owed. The Company
felt it could receive a much better price if it was allowed to solicit its own
bids  and negotiated a 90 day standstill agreement with the lender in order to
do  that. The Company received three acceptable bids and moved to conclude the
best. Two days before moving to close, the buyer pulled out after talking with
the  secured  lender.  Subsequent  efforts  with  the other prospective buyers
experienced  a pull back after they spoke with the secured lender, leaving the
Company  without  buyers at the end of the standstill agreement on January 30,
1996.

On  January  30,  1996,  after  all efforts to extend the standstill or effect
settlement  failed,  the  Company field for protection under Chapter 11 of the
U.S.  Bankruptcy  Code  just  minutes  before  the  window  closed. During the
bankruptcy,  Tri-Valley  settled all its rightfully owed obligations 100 cents
on  the  dollar,  including  the  secured  lender's  principal,  interest, and
attorney  fees  and  was  dismissed  from  bankruptcy  on  November  1,  1996.


RESULTS  OF  OPERATIONS

Three  Months  Ended  October  31, 1995, as Compared with Three Months Ended
October  31,  1995

Natural gas income for the first quarter ending October 31, 1995 was $138,933,
up from $100,953 for the same period last year. Total revenue was $152,743, up
from $135,983 for the same quarter last year. Costs and expenses declined only
slightly  from  $178,097  in  last  year's  first quarter to $171,169 for this
year's  first quarter despite a strong reduction in general and administrative
expenses  from  $132,919  to $82,401 for the respective periods. The reason is
because  of  greater  write down of oil and gas leases - $78,634 for the first
quarter  of  fiscal  year  1996  compared  to $12,137 for the first quarter of
fiscal  year  1995.


<PAGE>
ITEM  2.    MANAGEMENT  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF OPERATIONS  (Continued)

RESULTS  OF  OPERATIONS  (Continued)

Three  Months Ended April 30, 1996, as Compared with Three Months Ended April
30,  1995

All  of this reduced the loss from $42,939 in the first quarter of fiscal year
1995  to  a  loss  of  $18,426  in  the  first  quarter  of  fiscal year 1996.

While assets increased $204,334 from $3,825,053 in the first quarter of fiscal
year  1995 to $4,029,387 in the first quarter of fiscal year 1996, stockholder
equity  declined  from  $1,713,625  to  $1,695,000  for  the  same  periods.


<PAGE>
                         PART II - OTHER INFORMATION

ITEM  1.          LEGAL  PROCEEDINGS

The  Company is not a party to nor is its property the subject of any material
legal  proceedings  other  than  ordinary routine litigation incidental to its
business,  or which is covered by insurance, except as previously disclosed in
the  Company's  Annual  Report  on Form 10-K for the year ended July 31, 1995.


ITEM  2.          CHANGES  IN  SECURITIES

None.


ITEM  3.          DEFAULTS  UPON  SENIOR  SECURITIES

None.


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

None.


ITEM  5.          OTHER  INFORMATION

None.


ITEM  6.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)    Exhibits  -  None.

(b)    Reports  on  Form  8-K:  none  were  filed  for  the  period.


<PAGE>
                                  SIGNATURES




     Pursuant  to  the requirement of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.


                          TRI-VALLEY  CORPORATION
                               (Registrant)



December 6, 1996           F.  Lynn  Blystone
Date                       President  and  Chief  Executive  Officer