12






                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For  the  Fiscal  Year Ended December 31, 1999               Commission File No.
0-6119


                             TRI-VALLEY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                              84-061743
(State  or  Other  Jurisdiction  of  Incorporation  or          (I.R.S. Employer
Identification  Number)
  Organization)

      230 South Montclair Street, Suite 101,  Bakersfield, California 93309
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number Including Area Code:  (661) 837-9300

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:
                         Common Stock, $0.001 par value
                                (Title of Class)

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 requirement for
the  past  90  days.               Yes___X__     No_____

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be  contained to
the  best  of  the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in  Part  III  of  this Form 10-KSB, if
applicable,  or  any  amendment  to  this  Form  10-KSB.
___X__

The  issuer's  revenues  for  the  most  recent  fiscal  year  were  $2,686,129

As  of  December 31, 1999, 19,301,248 common shares were issued and outstanding.
As  of  February25,  2000, 19,317,248 common shares were issued and outstanding,
and  the  aggregate  market value of the common shares of Tri-Valley Corporation
held  by  non-affiliates  on  that  date  was  approximately$45,386,167.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  None

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes;  No   X
                                                                           ---

Exhibit  Index  appears  on  page  42.









                                     PART I

ITEM  1.  BUSINESS
------------------

Tri-Valley Corporation, a Delaware corporation, is in the business of exploring,
acquiring and developing prospective and producing petroleum and precious metals
properties and interests therein.  Tri-Valley has two wholly owned subsidiaries,
Tri-Valley  Oil  & Gas Company ("TVOG") operates the oil & gas activities.  TVOG
derives  the  majority  of  its  revenue  from gas production.  Tri-Valley Power
Corporation  is  the other wholly owned subsidiary.  However, this subsidiary is
inactive at the present time.  The precious metals activity is operated directly
by  Tri-Valley  Corporation.

TVOG  primarily  generates its own exploration prospects from internal data, and
also  screens  submittals  from  other  geologists  and  companies.  TVOG enters
exploration  co-ventures from time to time with major industry companies such as
Phillips  Petroleum Company (Houston Regional Office), Occidental USA and Texaco
USA.  Typically,  TVOG  will  enter agreements to look for potential projects to
co-venture  with  another  major  oil company within a geographic area of mutual
interest ("AMI").  When TVOG proposes a potential project, or "play," within the
AMI,  it  offers  the play to its potential co-venturers.  The co-venturers must
then  accept  or  reject  up to 50% of the play under the terms of the agreement
involved,  within  a  limited  time  period.  TVOG  is  the  operator  of  these
co-ventures.

In  1987, the Company acquired precious metals claims on Alaska state lands. The
Company has conducted exploration operations on these properties and has reduced
its  original  claims  to  a  block  of  approximately 39,360 acres (61.5 square
miles).  The  Company has conducted trenching,  core drilling, bulk sampling and
assaying activities to date and has reason to believe that mineralization exists
to justify additional exploration and development activities.  However, to date,
the  Company  has  not  identified probable mineral reserves on these properties


ITEM  2.  PROPERTIES
--------------------

The  Company's  headquarters and administrative offices are located at 230 South
Montclair  Street, Suite 101, Bakersfield, California 93309.  The Company leases
approximately 2,500 square feet of office space at that location.  The principal
properties  of  the  Company  consist  of  proven  and  unproven oil and gas and
precious  metal properties, maps and geologic records related to prospective oil
and  gas  and  precious  metal  properties,  office  and  other  equipment.

Oil  and  Gas  Operations
-------------------------

The  oil  and  gas properties in which the Company holds interests are primarily
located  in  the area of central California known as the Sacramento Valley.  The
Company  also  leases  exploration  acreage  in  the San Joaquin and Santa Maria
Valleys.  The  Company  contracts for the drilling of all its wells and does not
own any drilling equipment, bulk storage facilities, transportation pipelines or
refineries.

The  company  has  retained  the  services  of Cecil Engineering, an independent
engineer,  for  the  purposes  of  estimating  the Company's net share of proved
developed  oil  and  gas reserves on all the Company's oil and gas properties at
December  31,  1999.  The  Company  does not include any undeveloped reserves in
these  reserve  studies  and,  accordingly,  only  proved developed reserves are
reported  herein.  Price  is  a  material  factor  in the stated reserves of the
Company,  because  higher  prices  permit  relatively higher-cost reserves to be
produced  economically.  Higher  prices  generally permit longer recovery, hence
larger  reserves  at  higher  values.  Conversely,  lower prices generally limit
recovery  to  lower-cost  reserves,  hence  smaller  reserves.  The  process  of
estimating  oil  and  gas reserve quantities is inherently imprecise.  Ascribing
monetary values to those reserves, therefore, yields imprecise estimated data at
best.

The  estimated future net recoverable oil and gas reserves from proved developed
properties as of December 31, 1999, December 31, 1998 and December 31, 1997 were
as  follows:
                              BBL                   MCF
                              ---                 -----

December  31,  1999             Condensate     185     Natural Gas     1,540,003
December  31,  1998             Condensate     234     Natural Gas     1,434,539
December  31,  1997             Condensate     224     Natural Gas     1,903,139



ITEM  2.  PROPERTIES
--------------------

Using  year-end  oil  and  gas  prices  and  current  levels  of lease operating
expenses,  the  estimated  present value of the future net revenue to be derived
from the Company's proved developed oil and gas reserves, discounted at 10%, was
$1,308,178  at December 31, 1999, $1,213,400 at December 31, 1998,and $1,996,100
at  December  31,  1997.  Reference  is  made  to  the  unaudited  supplemental
information  of the consolidated financial statements for further information on
oil  and  gas  reserves  and  estimated  values.

The  following  table sets forth the net quantities of natural gas and crude oil
produced  by  Registrant  during:


                       Year Ended     Year Ended     Year Ended
                    December 31,     December 31,     December 31,
                                1999     1998     1997

              Natural Gas (MCF)     210,333     277,946     323,879
Crude  Oil  (BBL)            119            137                    225



The  following  table  sets forth the average sales price and average production
(lifting)  cost  per  unit  of  oil  and  gas  produced  by  registrant  during:


                       Year Ended     Year Ended     Year Ended
                    December 31,     December 31,     December 31,
                                1999     1998     1997

               Natural gas (per MCF)     $2.20     $2.20     $2.40
Production  Costs
                  (per MCF)         .20         .20         .30

                Net Profit per MCF     $2.00     $2.00     $2.10

As of December 31, 1999, the Company had the following gross and net position in
wells  and  developed  acreage:

          Wells  (1)                                   Acres  (2)
          ----------                                   ----------
     Gross           Net                          Gross           Net
       12          5.125                           2192           645

(1)     "Gross" wells represent the total number of producing wells in which the
Company has a working interest or overriding royalty.  "Net" wells represent the
number  of  gross  producing  wells multiplied by the percentages of the working
interests  and/or  royalty  interests  therein  by  the  Company.

(2)     "Gross"  acres  represent  the  total  acres  in which the Company has a
working  interest;  "net" acres represent the aggregate of the working interests
of  the  Company  in  the  gross  acres.

(3)     The  above  table,  regarding  net wells, recognizes only those wells in
which  the  Company  holds  an  overriding royalty interest or an earned working
interest.  Working  interests  to  be  earned  at payout have not been included.

The  following table sets forth the number of productive and dry exploratory and
development  wells  drilled  by  the  Company  during:









ITEM  2.  PROPERTIES
--------------------

                       Year Ended     Year Ended     Year Ended
                    December 31,     December 31,     December 31,
                               1999     1998*     1997

Exploratory
                         Producing     -0-     -0-     1.0
                            Dry     -0-     -0-     -0-

                            Total     -0-     -0-     1.0

Development
                         Producing     -0-     -0-     2.0
                            Dry     -0-     -0-     -0-

                             Total     -0-     -0-     2.0

*Two  exploratory wells were drilled in 1998.  No determination has been made as
to  the  ability  to  commercially  produce  these  wells.

The  Company  deals with both industry and sophisticated individual investors on
its  oil  and  gas  projects.

The Company continually screens oil and gas prospects developed by the Company's
own  staff  and  by  other  sources  for  potential  leasing.

The  following  table  sets  forth information regarding undeveloped oil and gas
acreage  in  which  the  Company  had  an  interest  on  December  31,  1999.

                  State          Gross Acres          Net Acres
                  -----          -----------          ---------

                                               11,112
                           California          13,339

Some  of  the  Company's  undeveloped  acreage  is  held pursuant to leases from
landowners.  Such  leases  have  varying dates of execution and generally expire
one  to  five  years  after  the  date  of  the  lease.

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

The  precious  metals  properties  are  located  in  interior  Alaska.  They are
comprised  of  832  40-acre  claims,  of which 84 are leased from others, and 40
160-acre  prospecting sites, located solely on State open lands requiring annual
assessment  work,  and an annual per claim fee.  All fees are current.  However,
the Company reduced its claim block, in Alaska, subsequent to November 30, 1995,
to  concentrate  on  the  most  advanced  targets.

The  following  table  sets forth the information regarding the acreage position
the  Company  has  under  lease  in  Alaska  as  of  December  31,  1999:

                                              Net Acres
                                              ---------
                           State          Gross Acres
                           -----          -----------
                  Alaska          39,680.00          38,886.00

Mineral  properties claimed on Open State land require minimum annual assessment
work  of  $100  worth  per  State  of  Alaska claim.  The Company has no Federal
claims.  In 1998 and 1999, the Company conducted additional staking to bring its
present  land  position  to  approximately  33,000  acres  (61.5  square miles).
Expenditures  on  the  Richardson,  Alaska  acreage have already carried forward
annual  assessment  requirements  more  than  four  years  on  all  its  claims.




ITEM  2.  PROPERTIES
--------------------

In  1991,  Tri-Valley  entered  into  an agreement with the Moscow based Central
Research  Institute  of  Geological  Prospecting  for  Base  and Precious Metals
("TsNIGRI")  to  demonstrate  their  proprietary technology for evaluating large
areas  of  covered  sub-arctic  terrain.  TsNIGRI  has performed over 1,000 line
miles  of  ground  traverses  for  geological,  geochemical,  biochemical,
hydrochemical  sampling  and  geophysical profiles throughout Tri-Valley's claim
block and surroundings.  More than 5,000 samples have been run through a variety
of  laboratory analysis including over 1,000 samples assayed by Bondar-Clegg, an
industry  accepted  assay  house.  Physical  gold has been found at 60 locations
wide  spread  over a 20 mile swath on the claims and TsNIGRI has increased their
forecast  to  over 2 million ounces of recoverable gold. Based on the results of
this  study  of  the  Company's  then  64  square  mile  lode  gold claim block,
Tri-Valley  management  believes  it  prudent  for continued development of this
precious  metals  segment  of  the  Company.

In  1998,  the  Company retained the services of M. J. Bright and Associates, an
independent  registered  geologist based in Denver, Colorado to analyze the data
from one core drill site and surrounding trench samples at the Democrat Dike, to
estimate  probable reserves.  M. J. Bright delineated 141,500 tons  grading 0.11
ounces  per  ton  (opt)  or about 15,000 ounces, beginning at surface to 80 feet
subsurface.  An additional 12,000 ounces is indicated from an additional 20 feet
depth of 108,500 tons also grading 0.11 opt. for a total of over 27,000 probable
ounces.  This occurs in an area approximately 1,200 feet long, 250 feet deep and
300  to  600 feet wide.  This represents approximately 12 million tons projected
to  grade  about 0.06 opt. for a possible resource of about 720,000 ounces.  The
Company is undertaking further review and exploration of the potential resources
in  this  area.

Management  believes  it  has demonstrated that the Company possesses a superior
mineral property which could reward the shareholders dramatically from discovery
success  with  little  downside  exposure  at  present.

Environmental
-------------

The  Company's energy operations are subject to a number of regulations relating
to  environmental  protection,  as are all exploration and production companies.
However,  the  Company  believes it is in full compliance with all environmental
related  rules  and  regulations.


ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

During the year ended 1997, the Company filed an action in Contra Costa Superior
Court  against  an  unrelated  Corporation  (defendant)  for breach of contract,
declaratory  relief,  breach of confidence, deceit, negligent misrepresentation,
interference  with  prospective  economic  advantage,  unfair  competition,  and
constructive  trust.  The  matter  proceeded  to  trial on January 19, 1999, and
resulted  in  a  judgement for defendants. The judgement was entered in favor of
defendants  on  July  26, 1999.  Thereafter, defendants filed a motion for their
attorney fees pursuant to California Civil Code. On December 21, 1999, the Court
issued  an  order  awarding  attorneys'  fees  to  defendants  in  the amount of
$370,367,  with  interest  accruing  at the statutory rate of 10% per annum from
December  1,  1999.  On  January  19,  2000, the Company filed its appeal of the
order.  While  the  final  outcome of this matter cannot be determined presently
with  certainty,  the Company believes it has meritorious grounds for appeal and
intends  to  vigorously  pursue the reversal of this order and therefore has not
recognized  a  liability  in the financial statements. An unfavorable outcome of
this  litigation could have a material adverse effect on the Company's financial
position,  liquidity  and  results  of  operations.


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

On  November  19,  1999,  the  Company  held  its  annual  meeting.  The matters
submitted  to a vote of the security holders included the election of directors,
an  amendment  to  the  Certificate  of  Incorporation to increase the number of
authorized  shares,  the  election  by the Company to be governed by  203 of the
Delaware  General  Corporation Laws, and an amendment to the Company's Incentive
Stock  Option  Plan  to  increase  the  number  of  authrorized  shares.  The
shareholders  elected  all  of the nominees for director who were recommended by
the  board.  They  adopted  the  proposals  to increase the number of authorized
shares



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

and  amend  the stock option plan, but they rejected the proposal to be governed
by  Section  203 of the Delaware General Corporation Law.  The shareholder votes
were  as  follows:

                             FOR     AGAINST     ABSTAIN
              Earl H. Beistline     18,148,896     4,750     54,960
              F. Lynn Blystone     18,127,110     26,536     54,960
              Milton J. Carlson     18,151,896     1,750     54,960
             Dennis P. Lockhart     18,149,396     4,250     54,960
               Loren J. Miller     18,151,896     1,750     54,960
                Clive Stockdale     18,152,896     750     54,960

Measure  #2  -  Approved  an  amendment  to  the Certificate of Incorporation to
increase  the  number  of  authorized  shares.
                          16,811,836     838,970     557,800

Measure  #3  -  Election  by  the Company to be governed by  203 of the Delaware
General
Corporation  Laws.
                         12,015,080     100,565     6,092,961
Failed  to  secure  necessary  2/3rds  majority  of  outstanding  stock  due  to
abstentions  having  to  be  counted  as  "no"  votes.

Measure  #4 - Approved an amendment to the Company's Incentive Stock Option Plan
to
increase  the  number  of  authorized  shares.
                         11,360,287     987,151     5,861,168




<PAGE>
------



                                     PART II
                                     -------

ITEM  5.  MARKET  PRICE  OF  THE REGISTRANT'S COMMON STOCK AND RELATED  SECURITY
--------------------------------------------------------------------------------
HOLDER  MATTERS
---------------

Shares  of  Tri-Valley  Corporation  stock  are  traded  over-the-counter on the
Electronic  Bulletin  Board  under the symbol "TRIL".  The following table shows
the  high  and  low  bid  and asked prices of Tri-Valley stock for the quarterly
periods  indicated  as  reported  by  the  OTC  Stock  Journal:
<TABLE>
<CAPTION>


                Bid Prices   Asked Prices
                -----------  -------------
                   High           Low       High    Low
                -----------  -------------  -----  -----
<S>             <C>          <C>            <C>    <C>
1999:
First Quarter.  $      .470  $         .34  $ .56  $ .34
Second Quarter  $     1.063  $         .38  $1.12  $ .38
Third Quarter.  $     1.188  $         .72  $1.31  $ .63
Fourth Quarter  $     1.969  $        1.19  $2.16  $1.19
</TABLE>



                 Bid  Prices              Asked  Prices
                 -----------              -------------
          High          Low          High          Low
          ----          ---          ----          ---


1998:
     First  Quarter     $     1.688     $     .91     $     1.63     $     1.02
Second  Quarter     $      .969     $      .53     $      .97     $      .69
Third  Quarter     $     .719     $      .31     $      .78     $      .59
Fourth  Quarter     $      .625     $     .19     $      .56     $     .38

As of December 31, 1999, the Company estimates that its common stock was held by
approximately  2,000  shareholders of record in 40 states and at least 4 foreign
countries.

The  Company  historically has paid no dividends, and at this time does not plan
to  pay  any  dividends in the immediate future.  Rather, the Company strives to
add  share  value  through discovery success.  As of 3/06/00, the Company had 13
market  makers  for  our  stock.  In  1999,  trading volume exceeded 8.2 million
shares.

Recent  Sales  of  unregistered  Securities
-------------------------------------------

During  1999  there were 18,000 shares issued at $0.50 each from the exercise of
stock  options  held  by three directors and one former employee.  Additionally,
175,000  shares were sold to individuals in private placement, 75,000 at a price
of  $0.50  per share and 100,000 at a price of $1.25 per share, all exempt under
Section  4(2)  of  the  Securities  Act  of  1933.

DESCRIPTION  OF  SECURITIES.
----------------------------

We are authorized to issue up to100 million shares of one class of Common Stock,
par  value  $0.001 per share, and 5 million shares of Preferred Stock, par value
$.001 per share.  On December 31, 1999, 19,301,248 shares of Common Stock and no
shares  of  Preferred  Stock  were  issued  and  outstanding.


Common  Stock
-------------

Each  shareholder  of the Common Stock is entitled to one vote for each share of
common  stock held on all matters to be voted on by shareholders.  The Company's
Certificate  of  Incorporation  precludes  cumulative  voting  in  elections  of
directors.  However,  because  the  Company  is  qualified  to  do  business  in
California  and its principal place of business and many of its shareholders are
in California, the Company must comply with certain provisions of the California
Corporations  Code  concerning the rights of shareholders.  Thus, the Company is
subject  to  Section  708  of  the  California  Corporations  Code,  permitting
shareholders  to  cumulate  their  votes  at  any election of directors.  In the
election  of  directors,  cumulative  voting  permits  each shareholder give one
candidate  a  number  of  votes  equal  to the number of directors to be elected
multiplied  by  the  number  of shares held by the shareholder, or to distribute
that  number  of votes among as many candidates as the shareholder sees fit.  No
shareholder  may  cumulate  votes  in  an  election  of  directors



ITEM  5.  MARKET  PRICE  OF  THE REGISTRANT'S COMMON STOCK AND RELATED  SECURITY
--------------------------------------------------------------------------------
HOLDER  MATTERS
---------------

unless  a  shareholder has given notice of the intention to cumulate votes prior
to  the  commencement  of  voting.  If  any  shareholder has given notice of the
intent to cumulate votes, then all shareholders may do so.  Shareholders have no
preemptive  rights  or  other  rights  to  subscribe  for  additional  shares.

Shareholders  have  no  conversion  rights,  redemption  rights, or sinking fund
provisions.  Shareholders  are  entitled  to receive dividends, when declared by
its board of directors, out of funds legally available therefore, subject to the
restrictions  set  forth  in  the  Delaware  Statutes.  If  the  Company were to
liquidate,  dissolve,  or  wind  up,  the  holders  of the Common Stock would be
entitled to receive, pro rata, the net assets of the Company remaining after the
Company satisfies its obligations with its creditors.  Under Article Eleventh of
its  Certificate  of  Incorporation,  the  Company  has eliminated the potential
liability  of  directors  to it, and is also required to indemnify its directors
against  any  liability  for monetary damages, to the extent allowed by Delaware
law.   All  outstanding shares of Common Stock are fully paid and not subject to
further  calls  or  assessments.


Preferred  Stock
----------------

We  are  authorized  to  issue up to five million shares of Preferred Stock, par
value  $0.001  per  share.  No  shares of Preferred Stock have been issued.  The
Certificate of Incorporation of the Company does not specify any powers, rights,
or  preferences  for  the  Preferred  Stock  other  than  the  Common  Stock.


Anti-Takeover  Provisions  -  the  Share  Purchase  Rights  Plan
----------------------------------------------------------------

At  our  annual meeting of the shareholders of the Company in November 1999, the
shareholders  voted  in  favor  amending  the  Certificate  of  Incorporation to
increase  the  shares  of Common Stock the Company is authorized to issue to 100
million  shares.  One reason for the increase was to permit the Board to adopt a
Share  Purchase Rights Plan.  After the shareholders approved the amendment, the
Board  adopted  the  rights  plan.

The  rights  in  the  Share  Purchase  Rights  Plan  are designed to protect and
maximize  the  value  of  the  outstanding equity interests in Tri-Valley in the
event  of  an  unsolicited  attempt by an acquirer to take over Tri-Valley, in a
manner  or  on  terms  not approved by the Board of Directors. Takeover attempts
frequently  include  coercive  tactics to deprive a company's board of directors
and  its  stockholders  of  any real opportunity to determine the destiny of the
company.  The  rights  were  declared  in order to deter these types of coercive
tactics, which, include a gradual accumulation of shares in the open market of a
15%  or  greater  position  to  be followed by a merger or a partial or two-tier
tender  offer  that  does  not  treat  all  stockholders  equally. These tactics
unfairly  pressure  stockholders,  squeeze  them out of their investment without
giving  them any real choice and deprive them of the full value of their shares.

Our Board of Directors believes that the rights represent a sound and reasonable
means  of  addressing  the  complex  issues  of  corporate policy created by the
current  takeover  environment.  However,  the  rights  may  have  the effect of
rendering  more  difficult  or discouraging an acquisition of  Tri-Valley deemed
undesirable by the Board of Directors. The rights may cause substantial dilution
to a person or group that attempts to acquire Tri-Valley on terms or in a manner
not  approved  by  our  Board  of  Directors.

Pursuant  to  the  Share Purchase Rights Plan, we will issue one preferred stock
share  purchase  right  for  each outstanding share of common stock.  Each right
entitles  the registered holder to purchase from the Company 1/100 of a share of
our preferred stock at a purchase price of $20 per share, subject to adjustment.
The  rights become exercisable after the lapse of either (i) 10 days following a
public  announcement  or  disclosure  that  a  person  or group of affiliated or
associated persons, or an acquiring person, has acquired beneficial ownership of
15%  or  more of the outstanding shares of our Common Stock, or (ii) 10 business
days,  or  a  later  date  as may be determined by the Board prior to the time a
person  or  group  becomes an acquiring person, following the announcement of an
intention  to  make  a  tender offer or exchange offer the consummation of which
would  result  in  a  person  or  group  becoming  an  acquiring  person.




ITEM  5.  MARKET  PRICE  OF  THE REGISTRANT'S COMMON STOCK AND RELATED  SECURITY
--------------------------------------------------------------------------------
HOLDER  MATTERS
---------------

The  earlier of those dates is called the distribution date.  No person or group
will  be  an  acquiring  person  if  the board determines in good faith that the
person  or  group  who  would  otherwise  be  an acquiring person has become one
inadvertently,  and that person or group promptly takes the actions necessary so
that  it  would  no  longer  be  considered  an  acquiring  person.

The  rights  will expire in December 2009, ten years after the Board adopted the
rights  plan,  unless the rights are redeemed earlier or unless the Board elects
to  extend  the  expiration  date.

The  number  of  outstanding  rights  and  the  number of shares of common stock
issuable  upon  the exercise of each right also will be subject to adjustment in
the event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations of
the  Common  Stock  occurring,  in  any  such case, prior to distribution of the
rights.

If  any  person  or  group becomes and acquiring person, each holder of a right,
other  than  the  acquiring person, will have the right to receive upon exercise
that  number  of  shares  of Common Stock having a market value of two times the
exercise  price  of  the  right  unless the event causing the person or group to
become  an  acquiring  person  is  a  merger,  acquisition  or  other  business
combination  described  in  the  next paragraph.  If we do not have a sufficient
amount  of  authorized Common Stock to satisfy the obligation to issue shares of
Common  Stock,  we must deliver upon payment of the exercise price of a right an
amount  of  cash or other securities equivalent in value to the shares of Common
Stock  issuable  upon  exercise  of  a  right.

If  any  person  or  group  becomes an acquiring person and (i) we merge into or
engage  in  certain  other  business  combination transactions with an acquiring
person, or (ii) 50% or more of out consolidated assets or earning power are sold
to  an acquiring person, each holder of a right, other than the acquiring person
will  have  the  right  to  receive that number of shares of Common Stock of the
acquiring company which will have a market value of two times the exercise price
of  the  right.

At  any  time  after  any  person  becomes an acquiring person and prior to that
person or group acquiring 50% or more of the outstanding shares of Common Stock,
the  Board  may  exchange  the  rights, other than rights owned by the acquiring
person,  at  an  exchange  ratio  of  one  share  of Common Stock, or 1/100 of a
preferred  share  per  right.

With  certain  exceptions,  no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of a least 1% in the purchase
price.  No fractional preferred shares will be issued.  However, fractions which
are  integral  multiples  of 1/100 of a preferred share may, at our election, be
evidenced  by  depositary receipts.  In lieu of fractional shares, an adjustment
in  case  will  be based on the market price of the preferred shares on the last
trading  day  prior  to  the  date  of  exercise.

At any time prior to such time as a person or group becomes an acquiring person,
the  Board  may redeem all, but not some, of the rights at a price of $0.001 per
right.  The  redemption  of the rights may be made effective at the time, on the
basis and with any conditions as the Board in its sole discretion may establish.
After  the  period  for  redemption of the rights has expired, the Board may not
amend  the  rights  agreement to extend the period for redemption of the rights.
The  right  to exercise the rights terminates immediately when they are redeemed
and  the  only right of the holders of rights after that time will be to receive
the  redemption  price.

The  terms of the rights may be amended by a resolution of the Board without the
consent  of the holders of the rights.  However, from and after such time as any
person  or  group becomes an acquiring person, no amendment may adversely affect
the  interests  of  the  holders  of  the rights other than an acquiring person.

Until  a  right is exercised, the holder will have no rights as a stockholder of
the  Company,  including,  without  limitation,  the right to vote or to receive
dividends.

The  preferred  shares purchasable upon exercise of the rights, described above,
will  not  be  redeemable.  Each preferred share will be entitled to a quarterly
dividend  payment  of 100 times the dividend declared per share of Common Stock.
Each  preferred  share  will  have 100 votes, voting together with the shares of
Common Stock.  In the event of any merger, consolidation or other transaction in
which  shares  of  Common



ITEM  5.  MARKET  PRICE  OF  THE REGISTRANT'S COMMON STOCK AND RELATED  SECURITY
--------------------------------------------------------------------------------
HOLDER  MATTERS
---------------

A copy of the rights agreement that was adopted by the Board has been filed with
the Securities and Stock are exchanged, each preferred share will be entitled to
receive  100  times the amount received per share of Common Stock.  In the event
of liquidation, each preferred share will be entitled to a $1.00 preference, and
after  payment  of  the  preference, the holders of the preferred shares will be
entitled  to  an  aggregate  payment of 100 times the aggregate payment made per
share of Common Stock.  Because of the nature of the preferred shares' dividend,
liquidation  and  voting  rights, the value of the 1/100 interest in a preferred
share  purchasable  upon  exercise of each right should approximate the value of
the  one  share  of  Common  Stock.

Exchange  Commission  as  an  exhibit  to  this  annual  report.


 ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
----------------------------------------------------------------------------

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  Uncertainties  for  the  Year  2000

The  Company  has  examined its computer software and it has not had any problem
with  the  "Year  2000"  issue  and  does  not  expect  any.


Natural  Gas  Activities

The Company generally sells a percentage of production on a fixed contract price
and  the  remainder  at  the  monthly spot price.  However, for 1999 the Company
believed  that  continued  weakness  in  the  oil  and gas sector would persist.
Therefore  the  Company  sold  100%  on  a  fixed price contract.  For 2000, the
Company's  contract  will  be  for  a  portion of a fixed contract price and the
balance  on  the  spot  market.

Our  hydrocarbon  reserves were valued by independent engineers at a net present
value  of  $1,217,299 at December 31, 1999, an increase of $38,954 from December
31,  1998 after taking into account the SEC mandatory 10% discount rate and also
taking  into consideration the effect of income tax.  This value does not appear
on  the balance sheet because accounting rules require discovered reserves to be
carried  on  the  balance  sheet  at  the cost of obtaining them rather than the
actual  future  net  revenue  from  producing  them.

Tri-Valley arranges to be carried in the test wells on prospects.  Therefore, it
incurs  very  little cost and very little value of discovered reserves appear on
the  balance  sheet despite the fact that reserves are a very important value to
the  Company,


Petroleum  Activities

The  main  activity of the Company during 1999 was operating its producing wells
and  reworking  a  well  that  had  been shut-in.  For the last three years, the
Company  has  successfully been leasing land for its EKHO Project.  In 1999, the
Company  raised  $9,500,000.00  dollars  for  this  project  and  began drilling
February  7,  2000  and  is  currently  drilling ahead to a target depth of over
19,000  feet.







ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
---------------------------------------------------------------------------

Precious  Metals  Activity

The  price  of  gold has fluctuated in the last 12 months from a high of $324.50
per  oz.  to  a  low  of  $253.00  per  oz.  However,  the  Company believes its
properties  contain deposits that can produce the gold at a cost that will still
allow  a  significant  profit.

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 call for PDUS to expend a minimum of US $6.5 million in
work on the property and partially reimburse Tri-Valley for some of its previous
exploration,  all  within  five years, in order for PDUS to earn 51% interest in
the property.  PDUS paid the Company $225,000 in 1999 and is required to pay the
Company  $200,000 in the year 2000 pursuant to this agreement.  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.

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.
During  1999,  Tri-Valley  added  10 square miles of claims to bring their claim
block  to  a  total  of  61.5  square  miles.


Telecommunications

In  May  of  1997,  the Company loaned the 3rd Mobil of Central New York general
partnership  $125,000  dollars,  which is secured by property, 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 proceeding with foreclosure actions on these
secured  assets.


RESULTS  OF  OPERATIONS

Comparison  of  Years  Ended  December  31,  1999  and  1998
------------------------------------------------------------
Balance  Sheet
--------------

The  Company  had  $8,050,469  cash  on  hand  at  December 31, 1999 compared to
$191,226  as  of December 31, 1998.  This increase was the result of the Company
being advanced funds from the joint interest partners for their participation in
a well to be drilled during the year 2000.  Accounts receivable are down for the
year  ended  December  31, 1999 by $152,389 due to less drilling activity by the
Company  in 1999.  The Company has a note receivable for a loan the Company made
to the telecommunications partnership.  This loan is now in default and has been
reclassified  as  a  non-current  asset.  However,  the  Company  believes  the
collatteral  for  this loan is more than sufficient to satisfy this debt.  Trade
accounts payable are $191,429 less for the year ended December 31, 1999 from the
same  period  last  year  due  in  large  part  to  lack  of  drilling activity.


Revenues

Oil  and  Gas sales decreased to $522,591 for the period ended December 31, 1999
from  $833,380  for the year ended December 31, 1998.  This decrease of $310,789
was  due to declining production.  Interest income was down $32,353 due to fewer
funds  available  to  the company to invest in interest bearing accounts, as has
been the case in preceding years.  Other income was up $1,975,866, which was the
result



 ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
----------------------------------------------------------------------------

of the sale of its Ekho No. 1 Project, which allowed the Company to recoup costs
it  had  expended  in  prior  years  to  put  this  project  together.


Costs  and  Expenses
--------------------

Cost  and  expenses  were  up $677,030 from last year due in part to oil and gas
lease expenses increasing by $1,113,469 due to expenses related to the sale of a
well  project.  General  and  administrative  costs decreased $506,923 over last
year  primarily  due  to decreased legal expenses related to the lawsuit between
TVOG  and ABA Energy Corporation, et al.  See item 3. Legal Proceedings, page 5.
In  1999, the Company wrote off $148,334 of previously capitalized costs related
to  the  due  diligence  of  the telecommunications partnerships.  Depreciation,
depletion  and  amortization  expense  decreased  $55,009  due  to a decrease in
depletion  expenses  as  production  from  existing  wells continues to decline.

<PAGE>
------



























                          ITEM 7:  FINANCIAL STATEMENTS

<PAGE>
                             TRI-VALLEY CORPORATION
                                      INDEX


                                       Page(s)
                                       -------

Report  of  Brown  Armstrong  Randall  Reyes  Paulden  &  McCown,
     Independent  Auditor's  Report     15

Consolidated  Balance  Sheets  at  December  31,  1999  and  1998     16-17

Consolidated  Statements  of  Operations  for  the  Years  Ended
                          December 31, 1999 and 1998     18

Consolidated  Statements  of  Changes  in  Shareholders'  Equity  for  the
     Years  Ended  December  31,  1999  and  1998     19

Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
     December  31,  1999  and  1998     20

Notes  to  Consolidated  Financial  Statements     21-32

Supplemental  Information  about  Oil  and  Gas  Producing
     Activities  (Unaudited)     33-36


<PAGE>

15
REPORT  OF  INDEPENDENT  AUDITOR'S


The  Board  of  Directors
Tri-Valley  Corporation
Bakersfield,  California


We  have  audited  the  accompanying  consolidated  balance sheets of Tri-Valley
Corporation  as  of  December  31,  1999  and 1998, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
years  then  ended.  These  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We conducted our audits in accordance with generally accepted auditing standards
used  in the United States which are not significantly different than those used
in  Canada.  Those  standards  require  that  we  plan and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly in all material respects the financial position of Tri-Valley Corporation
at  December  31,  1999  and 1998, and the results of their operations and their
cash  flows  for  the  years  then  ended, in conformity with generally accepted
accounting  principles.

     BROWN  ARMSTRONG  RANDALL
     REYES  PAULDEN  &  McCOWN
     ACCOUNTANCY  CORPORATION


Bakersfield,  California
February  14,  2000

<PAGE>

   The accompanying notes are an integral part of these financial statements.
                                       18
                             TRI-VALLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS





                            December 31,     December 31,
             1999              1998
     ------------     -------------

Current  Assets
   Cash     $     8,050,469     $        191,226
   Accounts  receivable,  trade     155,184     307,573
   Prepaid  expenses                   2,029                   2,029
                         -------------------     -------------------

                 Total Current Assets            8,207,682               500,828
                                          ----------------     -----------------

                Property and Equipment, Net (Notes 1 and 2)            1,059,755
                                                                ----------------
                                                                       1,038,237
                                                                           -----

Other  Assets
   Deposits     100,000     100,000
   Note  receivable     125,000     125,000
   Acquisition  costs  (Note  1)     50,000     183,342
   Investments  in  partnerships  (Note  1)     12,006     10,686
   Well  Database  (net  of  accumulated  amortization  of  $37,755
     and  $33,089  at  December  31,  1999  and  1998,  respectively)     70,895
61,561
   Goodwill  (net  of  accumulated  amortization  of  $199,747
     and  $188,901  at  December  31,  1999  and  1998,  respectively)  (Note 1)
234,106     244,952
   Other                 13,914                 13,913
             ------------------     ------------------

                  Total Other Assets               605,921               739,454
                                         -----------------     -----------------

                            TOTAL ASSETS     $     9,873,358     $     2,278,519
                                             ===============     ===============


<PAGE>
                             TRI-VALLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' EQUITY





                            December 31,     December 31,
             1999              1998
     ------------     -------------

Current  Liabilities
   Notes  payable  (Note  3)     $         10,554     $             9,641
   Trade  accounts  payable     391,104     582,533
   Amounts  payable  to  joint  venture  participants     95,986     244,664
   Advances  from  joint  venture  participants,  net     7,877,600     135,032
   Due  to  related  parties                        -                   5,712
                                 --------------------     -------------------

             Total Current Liabilities           8,375,244               977,582
                                           ---------------     -----------------

Long-Term  Portion  of  Notes  Payable
  (Note  3)                21,055                   8,527
                -----------------     -------------------

Shareholders'  Equity
   Common  stock,  $.001  par  value;  100,000,000  shares  authorized;
     19,301,248  and  19,088,248,  issued  and  outstanding  at
     December  31,  1999  and  1998,  respectively     19,281     19,088
   Less:  common  stock  in  treasury,  at  cost,  179,425  and  172,925
     shares  at  December  31,  1999  and  1998,  respectively     (45,163)
(41,061)
          Capital in excess of par value           8,344,462     8,177,655
                    Accumulated deficit         (6,841,521)          (6,863,272)
                                            --------------      ---------------

            Total Shareholders' Equity            1,477,059            1,292,410
                                           ----------------     ----------------

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $    9,873,358     $
                                                            --------------     -
                                                                       2,278,519
                                                                         -------


<PAGE>
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                              Year Ended     Year Ended
                             December 31,     December 31,
             1999              1998
     ------------     -------------


     $        522,591     $        833,380
Revenues       7,434        -
   Sale  of  oil  and  gas     32,353     66,627
   Gain  on  sale  of  oil prospect            2,053,751                  77,885
                                        ----------------     -------------------
   Interest  income
   Other  income            2,686,129                977,892
                     ----------------     ------------------

Cost  and  Expenses
   Mining  exploration  costs     193,069     228,707
   Oil  and  gas  leases     1,222,279     108,810
   General  and  administrative     1,002,258     1,509,181
   Depreciation,  depletion  and  amortization     80,946     135,955
   Interest      17,492       4,695
   Impairment  of  acquisition  costs               148,334
                                          -----------------
-

            2,664,378             1,987,348
     ----------------     -----------------

                Net Income (Loss) Before Income Taxes     21,751     (1,009,456)

      Tax Provision (Note 5)                         -                         -
                                 ---------------------     ---------------------

                   Net Income (Loss)     $          21,751     $     (1,009,456)
                                         =================     ================


           Basic Earnings (Loss) per Common Share     $                .00     $
                                                      --------------------     -
                                                                           (.05)
                                                                           -----


               Weighted Average Number of Shares Outstanding          18,957,278
                                                                 ---------------
                                                                      18,887,870
                                                                          ------


<PAGE>
   The accompanying notes are an integral part of these financial statements.
                                       19
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              SHAREHOLDERS' EQUITY





                                           Capital in
                    Excess of     Accumulated     Treasury     Shareholders'
          Shares        Par  Value        Par  Value          Deficit
     -----------     -------------     -------------     ------------
Stock          Equity
 ----     -----------

Balance  at
 December  31,  1997     18,922,248     $       18,922     $  8,048,331     $
(5,853,816)     $      (28,639)     $  2,184,798

Issuance  of  common
  stock  to  investors     166,000     166     145,584     -     (12,422)
133,328
Stock  issuance  costs     -     -     (16,260)     -     -     (16,260)
Net  loss                     -                     -                    -
              -----------------     -----------------     ----------------
(1,009,456)                     -        (1,009,456)
----------      -----------------     --------------

Balance  at
 December  31,  1998       19,088,248     19,088     8,177,655      (6,863,272)
(41,061)      1,292,410

Issuance  of  common
  stock  to  investors     193,000     193     171,307     -     (4,102)
167,398
Stock  issuance  costs     -     -     (4,500)     -     -     (4,500)
Net  income                     -                     -                     -
                -----------------     -----------------     -----------------
          21,751                     -              21,751
----------------     -----------------     ---------------

Balance  at
 December  31,  1999       19,281,248     $       19,281     $  8,344,462     $
                         ------------     --------------     ------------     -
(6,841,521)     $     (45,163)     $  1,477,059
 ----------     --------------     ------------


<PAGE>
   The accompanying notes are an integral part of these financial statements.
                                       20
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                              Year Ended     Year Ended
                            December 31,     December 31,
              1999             1998
     -------------     ------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
    Net  income  (loss)     $            21,751     $     (1,009,456)
    Adjustments  to  reconcile  net  loss  to  net  cash
      used  by  operating  activities:
        Depreciation,  depletion,  and  amortization     80,946     135,955
        (Gain)  on  sale  of  property     (77,434)     -
        Impairment,  dry  hole  and  other  disposals  of property and equipment
164,529     -
        Changes  in  operating  capital:
        Decrease  in  accounts  receivable     152,389     389,185
        (Increase)  in  deposits  and  other  assets     (28,992)     (5)
        Increase  (decrease) in trade accounts payable     (191,431)     507,737
        (Decrease)  in  amounts  payable  to  joint  venture  participants
          and  related  parties               (154,390)              (451,587)
                                    ------------------      -----------------

Net  Cash  Used  by  Operating  Activities                 (32,632)
                                               -------------------
(428,171)
    ----

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
    Proceeds  from  sale  of  property     80,000     -
    Capital  expenditures     (105,713)     (374,517)
    Investment  in  partnerships                   (1,320)
                                     --------------------
(2,265)

Net  Cash  Used  by  Investing  Activities                 (27,033)
                                               -------------------
(376,782)
    ----

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
    Increase  (decrease)  in  advances  from  joint  venture  participants
7,742,568     (1,710,032)
    Principal  payments  on  long-term  debt     (5,134)     (86,449)
    Proceeds  from  issuance  of  common  stock     192     63
    Additional  paid  in  capital     166,807     42,687
    Purchase  of  treasury  stock     (4,102)     (12,422)
    Proceeds  from  loan                18,575     -
    Stock  issuance  costs                          -                (16,260)
                               ----------------------     ------------------

Net  Cash  Provided  (Used)  by  Financing  Activities              7,918,906
                                                           ------------------
(1,782,413)
----------

              Net Increase (Decrease) in Cash and Cash Equivalents     7,859,241
                                                                     (2,587,366)
          Cash at Beginning of Year                 191,226            2,778,592
                                        -------------------     ----------------

                  Cash at End of Year     $       8,050,469     $        191,226
                                          -----------------     ----------------

SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:
                    Interest paid     $            17,492     $            4,695
                                      -------------------     ------------------

               Income taxes paid     $              4,662     $            2,125
                                     --------------------     ------------------

NONCASH  FINANCING  AND  INVESTING  ACTIVITIES:
         Conversion of investor payable to common stock       $                -
                                                            --------------------
                                                                $        103,000
                                                                ----------------

<PAGE>

<PAGE>
                             TRI-VALLEY CORPORATION
                   NOTES CONSOLIDATED TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998




NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
            ----------------------------------------------

This  summary  of  significant  accounting policies of Tri-Valley Corporation is
presented  to  assist  in  understanding the Company's financial statements. The
financial  statements and notes are representations of the Company's management,
which  is  responsible  for  their  integrity and objectivity.  These accounting
policies  conform  to  generally  accepted  accounting  principles and have been
consistently  applied  in  the  preparation  of  the  financial  statements.

Business  Combinations
----------------------

The  information contained in the financial statements and accompanying notes is
that of Tri-Valley Corporation with which the subsidiary company (Tri-Valley Oil
&  Gas  Co.)  has  been  consolidated.

Use  of  Estimates  in  the  Preparation  of  Financial  Statements
-------------------------------------------------------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported amounts of assets, liabilities and disclosures at the date
of  the  financial  statements  as  well as the reported amounts of revenues and
expenses  during  the  reporting  period. Actual results could differ from those
estimates.

Material  estimates  that  are  particularly  susceptible  to significant change
relate  to  the  estimate  of  Company  oil  and  gas  reserves  prepared  by an
independent  engineering  consultant.  Such  estimates  are  subject to numerous
uncertainties  inherent  in  the  estimation  of  quantities of proved reserves.
Estimated  reserves  are  used in the calculation of depletion, depreciation and
amortization  as  well  as  the  Company's  assessment  of  proved  oil  and gas
properties  for  impairment.

History  and  Business  Activity
--------------------------------

Historically  an oil and gas exploration and production company, emphasizing the
Sacramento  Valley  natural  gas  province,  the  Company  added precious metals
exploration  in  fiscal year 1987. The Company conducts its oil and gas business
primarily  through its wholly owned oil and gas subsidiary, Tri-Valley Oil & Gas
Company ("TVOG"). TVOG is engaged in the exploration, acquisition and production
of  oil  and  gas  properties.  At  present,  the  precious  metals  exploration
activities are conducted directly by the parent, Tri-Valley Corporation ("TVC").
TVC  has  traditionally  sought  acquisition  or merger opportunities within and
outside  of  petroleum  and  mineral  industries.


<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

Basis  of  Accounting
---------------------

The  Company  prepares  its  financial  statements  using  the  accrual basis of
accounting  in  conformity with generally accepted accounting principles used in
the  United  States  consistently  applied.  These  principles  do not result in
significant  differences  from  those  used  in  Canada.  Oil and gas and mining
activities  are  recorded  using  the  successful  efforts method of accounting.

Substantially  all  of  the  Company's  exploration,  development and production
activities are conducted in the form of joint venture agreements with others and
accordingly,  the  financial statements reflect only the Company's proportionate
interest  in  these  joint  ventures.

Cash  Equivalent  and  Short-Term  Investments
----------------------------------------------

Cash  equivalents  include  cash  on hand and on deposit, and highly liquid debt
instruments  with  original  maturities  of  three  months  or  less.

Goodwill
--------

The  consolidated  financial  statements  include  the  net  assets purchased of
Tri-Valley  Corporation's  wholly owned oil and gas subsidiary, TVOG. Net assets
are  carried  at  their fair market value at the acquisition date. The excess of
acquisition  costs over the fair value of assets acquired is included in and has
been  allocated  to  goodwill.  Goodwill  of  $433,853  is  being amortized on a
straight-line  basis over 40 years. The carrying amount of goodwill is evaluated
periodically.  Factors  used  in the evaluation include the Company's ability to
raise  capital as a public company and anticipated cash flows from operating and
non-operating  mineral properties. Tri-Valley Corporation has not established an
allowance  for  the  impairment  of  goodwill  which  may be realized should the
Company  be  acquired  or  merged  with  another  organization.

Acquisition  Costs
------------------

In  prior  years,  the  Company  capitalized  costs  as  a  part  of a potential
acquisition  of 26 wireless communication licenses held by five partnerships. As
discussed  in  Note  9,  the  licenses  and  equipment,  which  the  Company may
eventually  acquire,  are included in a security agreement as collateral between
the  debtor  and  the  Company.  During 1999, $148,334 of previously capitalized
acquisition  costs  were  considered  impaired.

Drilling  Agreements/Joint  Ventures
------------------------------------

Tri-Valley  frequently  participates  in  drilling agreements whereby it acts as
operator  of  drilling  and  producing  activities.  As  operator,  TVOG  is
contingently  liable  for  the activities of these ventures.  The Company owns a
carried  interest and/or overriding royalty interest in such ventures, earning a
working  interest  at  payout.


<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

Drilling  Agreements/Joint  Ventures  (Continued)
------------------------------------

Receivables  from and amounts payable to these related parties (as well as other
related  parties) have been segregated in the accompanying financial statements.
In  the  event the Company has expended funds for a project in an amount greater
than  the original contribution from investors, these costs offset advances from
other  projects  on  the  consolidated  balance  sheet  until  such  time as the
investors  contribute  more monies to fund these projects. The Company had three
projects  at  December  31, 1998, that had over expended funds in the amounts of
$552,179.  Transactions  with  these  parties  are within the ordinary course of
business.

Oil  and  Gas  Property  and  Equipment  (Successful  Efforts)
--------------------------------------------------------------

The  Company  accounts  for its oil and gas exploration and development costs on
the  successful  efforts  method.  Under  this  method, costs to acquire mineral
interests  in  oil  and  gas properties, to drill and complete exploratory wells
that  find  proved  reserves  and  to  drill  and complete development wells are
capitalized.  Exploratory  dry-hole  costs, geological and geophysical costs and
costs  of carrying and retaining unproved properties are expensed when incurred.
Depletion, depreciation and amortization of oil and gas producing properties are
computed  on  an  aggregate  basis  using  the  units-of-production  method.

The  Financial  Accounting  Standards  Board  (FASB),  Statement  of  Financial
Accounting  Standards  (SFAS)  No.  121,  "Accounting  for  the  Impairment  of
Long-Lived  Assets  and/or  Long-Lived  Assets to be Disposed of," requires that
long-lived  assets  be  reviewed  for  impairment  whenever events or changes in
circumstances  indicate  that  the  carrying  amount  of  an  asset  may  not be
recoverable.  It  establishes guidelines for determining recoverability based on
future  net  cash flows from the use of the asset and for the measurement of the
impairment  loss.  Impairment  loss  under  SFAS  No.  121  is calculated as the
difference  between  the  carrying  amount  of the asset and its fair value. Any
impairment  loss  is  recorded  in  the  current period in which the recognition
criteria  are  first  applied  and  met.  Under the successful efforts method of
accounting  for  oil  and  gas operations, the Company periodically assesses its
proved  properties  for impairments by comparing the aggregate net book carrying
amount  of all proved properties with their aggregate future net cash flows. The
statement  requires  that the impairment review be performed on the lowest level
of  asset  groupings for which there are identifiable cash flows. In the case of
the  Company,  this  results  in  a  field  by  field  impairment  review.

Upon  the  sale  of  oil  and  gas  reserves  in  place,  costs less accumulated
amortization  of  such property are removed from the accounts and resulting gain
or loss on sale is reflected in operations.  Upon abandonment of properties, the
reserves are deemed fully depleted and any unamortized costs are recorded in the
statement  of  operations  under  leases  sold,  relinquished  and  impaired.


<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

Gold  Mineral  Property
-----------------------

The  Company  has  invested  in  several  gold  mineral properties with economic
development  potential.  All mineral claim acquisition costs and exploration and
development  expenditures are charged to expense as incurred. The Securities and
Exchange  Commission  permits  capitalization  of  acquisition,  exploration and
development  costs  only  after  persuasive  engineering evidence is obtained to
support  recoverability  of  these  costs  (ideally upon determination of proven
and/or  probable  reserves  based  upon  dense  drilling samples and feasibility
studies  by  a  recognized  independent  engineer).  Although  the  Company  has
performed  drilling  samples,  and  an  independent engineer has deemed the gold
properties contain profitable reserves, management has chosen to follow the more
conservative  method of accounting by expensing gold mineral costs in the period
the  expense  is  incurred.

Properties  and  Equipment
--------------------------

Properties and equipment are depreciated using the straight-line method over the
following  estimated  useful  lives:

                                   Office furniture and fixtures     3 - 7 years
                                                           Building     40 years

Leasehold  improvements  are  amortized  over  the  life  of  the  lease.

Maintenance  and  repairs,  which  neither  materially  add  to the value of the
property  nor  appreciably prolong its life, are charged to expense as incurred.
Gains or losses on dispositions of property and equipment other than oil and gas
are  reflected  in  operations.

Concentration  of  Credit  Risk
-------------------------------

The  Company  sells  oil,  gas  and  natural  gas liquids to various oil and gas
purchasers  primarily  in  the  northern  California region.  Credit is extended
based  on  an  evaluation  of  the customer's financial condition, and generally
collateral  is  not  required.

The  Company  places  its  temporary  cash  investments with high credit quality
financial  institutions  and  limits  the  amount  of credit exposure to any one
financial  institution.

Earnings  (Loss)  Per  Share  (SFAS  128)
-----------------------------------------

Financial  Accounting  Standards Board (FASB), Statement of Financial Accounting
Standards  No.  128 (SFAS 128), "Earnings Per Share", was adopted by the Company
for  the  year  ended  December  31, 1997. SFAS 128 replaces the presentation of
primary earnings per share with a presentation of basic earnings per share based
upon  the  weighted  average  number  of  common  shares for the period. It also
requires dual presentation of basic and diluted earnings per share for companies
with complex structures. The effect of dilutive securities and stock options are
considered anti-dilutive and are not included in the computation of earnings per
share.


<PAGE>
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

Reclassification
----------------

Certain  amounts  in  the  financial  statements  have  been  reclassified to be
consistent  and  comparable  from  year-to-year.


NOTE  2  -  PROPERTY  AND  EQUIPMENT
            ------------------------

Oil  and  gas  properties,  and equipment and fixtures consist of the following:

                              Year Ended     Year Ended
                            December 31,     December 31,
               1999               1998
     --------------     --------------

Oil  and  Gas  -  California
----------------------------

  Proved  properties,  net  of  accumulated  depletion  of  $496,282  and
    $444,686  at December 31, 1999 and 1998, respectively     $          200,104
$          254,267
  Unproved  properties                 762,521                 698,319
                           -------------------     -------------------

                            Total Oil and Gas Properties                 962,625
                                                             -------------------
                                                                         952,586
                                                                              --

Other  Property  and  Equipment
-------------------------------

  Land     11,281     11,281
  Building  net  of  accumulated  depreciation  $8,367  and
    $7,238  at  December  31,  1999 and 1998, respectively     36,758     37,886
  Office  equipment,  vehicle,  and  leasehold  improvements
    net  of  accumulated  depreciation  of  $125,427  and
    $110,099  at  December  31,  1999  and  1998,  respectively
49,091                   36,484
     -     --------------------

      Total  Other  Property  and  Equipment                   97,130
                                                 --------------------
85,651
------

        Property and Equipment (Net)     $       1,059,755     $       1,038,237
                                         -----------------     -----------------


<PAGE>
NOTE  3  -  NOTES  PAYABLE
            --------------

                              Year Ended     Year Ended
                            December 31,     December 31,
              1999              1998
     -------------     -------------

Note  payable  to  National  Bank  of  Alaska  dated  August  27,  1992;
secured  by  property;  payable  in  monthly  installments  of  $539
including  interest.  Interest  rate  at  12.00%,  December  31,  1999,
and  December  31,  1998.     $              8,460     $            13,594

Note  payable  to  Imperial  Premium  Finance,  Inc.,  dated  June  9,
1997;  secured  by  contractual  policy;  interest  at  12.00%;  payable
in  monthly  installments  of  $680  including  interest.     4,574     4,574

Note  payable  to  Union  Bank,  dated  January  15,  2000;  secured  by  a
vehicle;  interest  at  8.5%;  payable  in  60  monthly  statements  of  $380.
18,575                           -
------     -----------------------

                                                               31,609     18,168
         Less current portion                   10,554                     9,641
                                  --------------------     ---------------------

                Long-Term Portion of Notes Payable     $            21,055     $
                                                       -------------------     -
                                                                           8,527
                                                                             ---

Maturities  of  long-term debt for the years subsequent to December 31, 1999 are
as  follows:

  December  31,
---------------

 2000     $            10,554
 2001     7,354
 2002     4,567
 2003     4,567
 2004                     4,567
          ---------------------

     $            31,609
     -------------------


NOTE  4  -  RELATED  PARTY  TRANSACTIONS
            ----------------------------

Employee  Stock  Options
------------------------

The  Company  has a qualified and a nonqualified stock option plan which provide
for  the  granting  of  options  to  key employees, consultants, and nonemployee
directors  of the Company. The option price, number of shares and grant date are
determined  at  the  discretion  of  the  Company's  board of directors. Options
granted  under  the  plans are exercisable for a period also to be determined by
the  board  of  directors.

The  Company  has elected to account for the stock option plans under Accounting
Principles  Board  Opinion  No. 25, "Accounting for Stock Issued for Employees,"
and  related  interpretations.  Accordingly,  no  compensation  expense has been
recognized  for  the  stock  option  plans.

<PAGE>
NOTE  4  -  RELATED  PARTY  TRANSACTIONS  (Continued)
            ----------------------------

Employee  Stock  Options  (Continued)
------------------------

Had  compensation  expense for the stock plans been determined based on the fair
value  of  the  options  at  the  grant  date  consistent  with  the methodology
prescribed  under  Statement  of  Financial  Standards  No. 123, "Accounting for
Stock-Based Compensation," the Company's net income would have been decreased by
$371,560  and  the  net income per common share would have decreased by $0.02 in
1999.  The  weighted  average  fair value of the options granted during 1999 was
estimated  using  the  Black-Scholes  option  pricing  model  with the following
assumptions:

                    Grant Date     June 19,1999     September 1, 1999
           -------------------     ------------     -----------------

                     Shares granted     150,000     447,000
                   Risk-free interest rate     7.25%     7.25%
                        Expected life (years)     8     2
                     Expected volatility     83.1%     83.1%
                         Expected dividends     -     -

A  summary  of  option transactions during the years ended December 31, 1999 and
1998  is  presented  below:

                                         Weighted-
                                          Average
                                 Number     Exercise
            of  Shares            Price
     -----------------     ------------

             Outstanding at December 31, 1997     569,000     $0.69

                                   Granted     -
                         Exercised     (13,000)     $0.50
                        Canceled                          -
                                     ----------------------

                                   Outstanding at December 31, 1998      556,000

                           Granted     597,000     $0.69
                              Exercised     (18,000)
                   Canceled                          -     $0.62
                                ----------------------
                                           $0.50
Outstanding  at  December  31,  1999              1,135,000
                                         ------------------

Exercisable  at  December  31,  1999              1,135,000     $0.66
                                         ------------------

Available  for  Issuance  at  December  31, 1999             3,000,000     $0.66
                                                     -----------------


<PAGE>
NOTE  4  -  RELATED  PARTY  TRANSACTIONS
            ----------------------------

Employee  Stock  Options  (Continued)
------------------------

                                     Weighted-Average
                                   Remaining Contractual
               Number of Shares     Life of Shares     Number of Shares
             Exercise Price          Outstanding             Outstanding
          -----------------     ----------------     -------------------
                                   Exercisable
                                   -----------

        726,000             726,000
        159,000             159,000
                   $0.50        150,000     7.5        150,000
                   $0.55        100,000     7.5        100,000
                             ----------             ----------
                               $1.00          7.5
                   $1.50      1,135,000     7.5     1,135,000
                             ==========             =========

Beneficial  Owners
------------------

The  following  is known to the Company to be the only beneficial owner of 5% or
more  of  the  Company's  outstanding  common  stock  at  December  31,  1999:

                           Ownership Shares     Percentage
                           ----------------     ----------

Dennis  Vaughan     1,033,200     5.4%
Albert  C.  Kutcher     1,303,900     6.8%

Partnerships
------------

Tri-Valley  is  a  general  partner  and  operator  of  the Tri-Valley Oil & Gas
exploration  Programs  1971-1  and  Martins-Severin Partnerships. Income derived
from  these  activities  follows:

                              Year Ended     Year Ended
                            December 31,     December 31,
              1999             1998
     -------------     ------------

 Partnership income, net of expenses     $            73,463     $       258,520
                                         -------------------     ---------------

Issuance  of  Stock
-------------------

On  August  31,  1999,  the  Company  granted  its  Chief  Financial Officer and
President of TVOG 10,000 shares of stock each in lieu cash payments for services
rendered  to  the  company.


<PAGE>
NOTE  5  -  INCOME  TAXES
            -------------

At  December  31,  1999,  the  Company  had  available  net operating loss carry
forwards  for  financial  statements  and  federal  income  tax  purposes  of
approximately $3,500,000. These loss carryforwards expire between 2000 and 2014.

The  components  of  the  net  deferred  tax  assets  were  as  follows:

                              Year Ended     Year Ended
                            December 31,     December 31,
              1999             1998
     -------------     ------------

Deferred  Tax  Assets:
  Net  operating  loss  carryforwards     $      1,160,000     $      1,280,000
  Statutory  depletion  carryforwards                215,000
                                          ------------------
200,000
      -

           Total Deferred Tax Assets             1,375,000             1,480,000
                                         -----------------     -----------------

                 Valuation Allowance           (1,375,000)           (1,480,000)
                                         -----------------     ----------------

      Net Deferred Tax Assets     $                  -     $                   -
                                  --------------------     ---------------------

A  full  valuation  allowance  has  been established for the deferred tax assets
generated by net operating loss and statutory depletion carryforwards due to the
uncertainty  of  future  utilization.


NOTE  6  -  MAJOR  CUSTOMERS
            ----------------

Oil  and  Gas
-------------

The  Company  received  in excess of 10% of its oil and gas revenue from various
sources  as  follows:

                                       A               Other
                              ----------          ----------

Period  Ended:
  December  31,  1998          777,688          55,692
                              December 31, 1999          491,573          31,018

All  oil  and  gas  sales  have  occurred in the northern California gas market.


<PAGE>
NOTE  7  -  FINANCIAL  INFORMATION  RELATING  TO  INDUSTRY  SEGMENTS
            --------------------------------------------------------

The Company adopted SFAS No. 131, Disclosure About Segments of an Enterprise and
Related  Information  in  1998  which  changes  the  way  the  Company  reports
information  about  its  operating  segments.

The  Company identifies reportable segments by product and country, although the
Company  currently  does not have foreign country segments. The Company includes
revenues  from both external customers and revenues from transactions with other
operating  segments  in  its measure of segment profit or loss. The Company also
includes interest revenue and expense, DD&A, and other operating expenses in its
measure  of  segment  profit  or  loss.

The  accounting  policies  of  the  reportable  segments  are  the same as those
described  in  the  Summary  of  Significant Accounting Principles (see Note 1).

The  Company's  operations  are classified into two principal industry segments.
Following  is  a  summary  of  segmented  information  for  1999  and  1998:

                   Oil and Gas     Precious Metals             Total
                 -------------     ---------------     -------------

Year  Ended  December  31,  1999
--------------------------------

Revenues  from  External  Customers     $       522,591     $                 -
                                        ---------------     -------------------
$       522,591
---------------

Interest  Revenue     $         32,353     $                 -     $
                      ----------------     -------------------     -
32,353
    --

Interest  Expense     $         17,492     $                 -     $
                      ----------------     -------------------     -
17,492
    --

Expenditures  for  Segment  Assets     $       105,713     $                 -
                                       ---------------     -------------------
$       105,713
---------------

Depreciation,  Depletion,  and  Amortization     $         80,946     $
                                                 ----------------     -
-     $         80,946
-     ----------------

Total  Assets     $    9,873,358     $                 -     $   9,873,358
                  --------------     -------------------     -------------

Net  Income  (Loss)     $       214,820     $      (193,069)     $        21,751
                        ---------------     ----------------     ---------------

Year  Ended  December  31,  1998
--------------------------------

Revenues  from  External  Customers     $       833,380     $                 -
                                        ---------------     -------------------
$       833,380
---------------

Interest  Revenue     $         66,627     $                 -     $
                      ----------------     -------------------     -
66,627
    --

Interest  Expense     $           4,695     $                 -     $
                      -----------------     -------------------     -
4,695
 ----

Expenditures  for  Segment  Assets     $       310,182     $                 -
                                       ---------------     -------------------
$       310,182
---------------

Depreciation,  Depletion,  and  Amortization     $       135,955     $
                                                 ---------------     -
-     $       135,955
-     ---------------

Total  Assets     $    2,278,519     $                 -     $    2,278,519
                  --------------     -------------------     --------------

Net  Income  (Loss)     $     (780,749)     $      (228,707)     $  (1,009,456)
                        ---------------     ----------------     --------------


<PAGE>
NOTE  8  -  COMMON  STOCK
            -------------

During 1999 the Company issued 193,000 shares of unregistered, restricted common
stock  in  private  placement  transactions.


NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES
            -------------------------------

Litigation
----------

During the year ended 1997, the Company filed an action in Contra Costa Superior
Court  against  an  unrelated  Corporation  (defendant)  for breach of contract,
declaratory  relief,  breach of confidence, deceit, negligent misrepresentation,
interference  with  prospective  economic  advantage,  unfair  competition,  and
constructive  trust.  The  matter  proceeded  to  trial on January 19, 1999, and
resulted  in  a  judgement for defendants. The judgement was entered in favor of
defendants  on  July  26, 1999.  Thereafter, defendants filed a motion for their
attorney fees pursuant to California Civil Code. On December 21, 1999, the Court
issued  an  order  awarding  attorneys'  fees  to  defendants  in  the amount of
$370,367,  with  interest  accruing  at the statutory rate of 10% per annum from
December  1,  1999.  On  January  19,  2000, the Company filed its appeal of the
order.  While  the  final  outcome of this matter cannot be determined presently
with  certainty,  the Company believes it has meritorious grounds for appeal and
intends  to  vigorously  pursue the reversal of this order and therefore has not
recognized  a  liability  in the financial statements. An unfavorable outcome of
this  litigation could have a material adverse effect on the Company's financial
position,  liquidity  and  results  of  operations.

On  May  7,  1997, the Company executed a note receivable with 3rd Mobile in the
amount of $125,000, and a Security Agreement dated May 9, 1997 which secured the
note.  The  Security  Agreement  indicates  that  the  Company  holds a security
interest  in  all  assets and personal property of 3rd Mobile including, but not
limited  to,  all  accounts  receivable,  office  equipment,  automobiles,
communications towers and business facilities and equipment, customer lists, FCC
licenses  (known  and  unknown),  pending  customer  orders, and work product in
progress,  together  with the proceeds thereof (the Collateral).  The Collateral
secures the amounts due under the $125,000 note, including interest, in addition
to  all  costs  and  fees,  including  attorneys' fees, in regard to enforcement
against  the Collateral.  During 1998, the note receivable went into default. An
action  was  filed by the Company against 3rd Mobile on June 23, 1999 in the New
York  Supreme Court, Onondaga County to foreclose on the Collateral.  Subsequent
to June 23, 1999, the Company learned that the Collateral was included as listed
assets  of  Central  New  York  Mobile  Systems, L.C., whom had filed Chapter 11
bankruptcy in Sacramento, California.  The Company believes that it properly and
legally  secured its interest in the Collateral.  The Company has filed a motion
to  force the issue of ownership.  The motion is presently scheduled to be heard
on  March  29,  2000.

<PAGE>
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES
            -------------------------------

Mining  Activities
------------------

On  March  22,  1999,  the Company and Placer Dome U.S., Inc. (PDUS), executed a
definitive  agreement  for  PDUS  to  explore, develop and mine approximately 36
square  miles  of  the  Company's  50.5-square  mile  claim block at Richardson,
Alaska.  Terms  of  the  agreement  called  for PDUS to expend a minimum of $6.5
million  in work on the property and partially reimburse the Company for some of
its  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 enacting a
positive  production  decision. The Company estimates such a study could cost in
excess of $10 million. The Company received payments from PDUS totaling $225,000
during  1999,  which  was  recorded  as  other  revenue. PDUS may terminate this
agreement  at  any  time.

Contingencies
-------------

The Company is subject to possible loss contingencies pursuant to federal, state
and  local  environmental  laws  and  regulations.  These  include  existing and
potential  obligations  to  investigate  the  effects  of the release of certain
hydro-carbons  or  other  substances  at  various sites; to remediate or restore
these  sites; and to compensate others for damages and to make other payments as
required  by  law  or regulation. These obligations relate to sites owned by the
Company  or  others,  and  are  associated  with  past  and  present oil and gas
operations.  The  amount of such obligations is indeterminate and will depend on
such  factors  as  the  unknown  nature and extent of contamination, the unknown
timing,  extent  and  method  of  remedial  actions  which  may be required, the
determination  of  the  Company's  liability  in proportion to other responsible
parties,  and  the  state  of  the  law.

Leases
------

The  Company  leases  its  office  space  on  a  month  to  month  basis.


<PAGE>
                                     ------
                             TRI-VALLEY CORPORATION
              SUPPLEMENTAL INFORMATION ABOUT OIL AND GAS PRODUCING
                             ACTIVITIES (UNAUDITED)


The  following  estimates  of  proved  oil  and gas reserves, both developed and
undeveloped,  represent  interests  owned  by  the Company located solely in the
United  States.  Proved reserves represent estimated quantities of crude oil and
natural  gas  which geological and engineering data demonstrate to be reasonably
certain  to  be  recoverable  in the future from known reservoirs under existing
economic  and  operating  conditions.  Proved developed oil and gas reserves are
reserves  that  can  be  expected  to  be recovered through existing wells, with
existing  equipment  and  operating  methods.  Proved  undeveloped  oil  and gas
reserves  are  reserves  that  are  expected  to  be recovered from new wells on
undrilled  acreage,  or  from  existing  wells  for  which  relatively  major
expenditures  are  required  for  completion.

Disclosures of oil and gas reserves which follow are based on estimates prepared
by  independent engineering consultants for the year ended December 31, 1999 and
1998.  Such  analyses  are  subject  to  numerous  uncertainties inherent in the
estimation  of  quantities  of  proved  reserves and in the projection of future
rates  of production and the timing of development expenditures. These estimates
do  not  include  probable  or  possible  reserves.

These  estimates are furnished and calculated in accordance with requirements of
the  Financial  Accounting  Standards  Board  and  the  Securities  and Exchange
Commission  ("SEC").  Because of unpredictable variances in expenses and capital
forecasts,  crude  oil  and  natural  gas  price changes, largely influenced and
controlled  by  U.S. and foreign government actions, and the fact that the basis
for  such  estimates  vary  significantly, management believes the usefulness of
these  projections  is  limited. Estimates of future net cash flows presented do
not  represent  management's  assessment  of future profitability or future cash
flows  to the Company. Management's investment and operating decisions are based
upon  reserve  estimates  that  include proved reserves prescribed by the SEC as
well  as  probable  reserves, and upon different price and cost assumptions from
those  used  here.

It  should be recognized that applying current costs and prices and a 10 percent
standard  discount  rate  does not convey absolute value. The discounted amounts
arrived  at  are  only  one  measure  of  the  value  of  proved  reserves.

Capitalized  costs  relating  to  oil  and  gas producing activities and related
accumulated  depletion,  depreciation  and  amortization  were  as  follows:

                              Year Ended     Year Ended
                            December 31,     December 31,
             1999              1998
     ------------     -------------

Aggregate  capitalized  costs:
  Proved  properties     $        696,386     $         698,953
  Unproved  properties     778,716     698,319
  Accumulated  depletion,  depreciation  and
    Amortization              (496,282)              (444,686)
                     -----------------      -----------------

                Net capitalized costs     $        978,820     $         952,586
                                          ----------------     -----------------


<PAGE>
The  following  sets  forth costs incurred for oil and gas property acquisition,
exploration and development activities, whether capitalized or expensed, during:

                              Year Ended     Year Ended
                            December 31,     December 31,
             1999              1998
     ------------     -------------

Acquisition  of  producing  properties  and  productive
  and  non-productive  acreage     $          80,398     $         298,501
                                   -----------------     -----------------

Results  of  operations  from  oil  and  gas  producing  activities
-------------------------------------------------------------------

The  results of operations from oil and gas producing activities are as follows:

                              Year Ended     Year Ended
                            December 31,     December 31,
             1999              1998
     ------------     -------------

        Sales to unaffiliated parties     $        521,271     $         833,380
                                    Production costs     (161,518)     (108,810)
                 Depletion, depreciation and amortization               (51,596)
                                                               -----------------
                                                                        (80,330)
                                                                        -------

                                                             308,157     644,240
               Income tax expenses             (103,431)               (219,042)
                                       ----------------      ------------------

Results  of  operations  from  activities  before  extraordinary  items
  (excluding  blending  operations,  corporate  overhead  and
  interest  costs)     $        204,726     $         425,198
                       ----------------     -----------------

Changes  in  estimated  reserve  quantities
-------------------------------------------

The  net  interest  in  estimated quantities of proved developed and undeveloped
reserves of crude oil and natural gas at December 31, 1999 and 1998, and changes
in  such  quantities  during  each  of  the  years  then ended, were as follows:

                              Year Ended     Year Ended
          December  31,  1999        December  31,  1998
     ------------------------     ----------------------
                             Oil     Gas     Oil     Gas
        (BBL)         (MCF)       (BBL)         (MCF)
     --------     ---------     -------     ---------

Proved  developed  and  undeveloped  reserves:

Beginning  of  year     234     1,434,499     224     1,903,154
Revisions  of  previous  estimates  extensions,
  discoveries  and  other  additions     70     315,838     147     (190,709)
Production           (119)        (210,333)          (137)        (277,946)
               ----------      -----------      ---------      -----------

End  of  year             185       1,540,004            234       1,434,499
                  -----------     -----------     ----------     -----------

Proved  developed  reserves:

Beginning of year             234       1,434,499            224       1,903,154
                      -----------     -----------     ----------     -----------

      End of year             185       1,540,004            234       1,434,499
                      -----------     -----------     ----------     -----------


<PAGE>
------
Standardized  measure of discounted future net cash flows relating to proved oil
--------------------------------------------------------------------------------
and  gas  reserves
------------------

A  standardized  measure  of discounted future net cash flows is presented below
for  the  year  ended  December  31,  1999  and  1998.

The  future  net  cash  inflows  are  developed  as  follows:

     (1)     Estimates  are made of quantities of proved reserves and the future
periods during which they are expected to be produced based on year-end economic
conditions.
     (2)     The estimated future production of proved reserves is priced on the
basis  of  year-end  prices.
     (3)     The resulting future gross revenue streams are reduced by estimated
future  costs  to develop and to produce proved reserves, based on year end cost
estimates.
     (4)     The  resulting  future  net  revenue streams are reduced to present
value  amounts  by  applying  a  ten  percent  discount.

Disclosure  of  principal  components  of the standardized measure of discounted
future  net  cash  flows provides information concerning the factors involved in
making  the  calculation.  In  addition, the disclosure of both undiscounted and
discounted  net  cash  flows  provides a measure of comparing proved oil and gas
reserves  both  with  and  without  an  estimate  of  production  timing.  The
standardized  measure  of  discounted  future  net cash flows relating to proved
reserves  reflects  income  taxes.

                              Year Ended     Year Ended
                            December 31,     December 31,
             1999              1998
     ------------     -------------

                   Future cash in flows     $     3,265,995     $      2,999,514
             Future production and development costs     (875,081)     (956,472)
        Future income tax expenses             (122,128)                (59,166)
                                       ----------------      ------------------

                               Future net cash flows     2,268,786     1,983,876
     10% annual discount for estimated timing of cash flows            1,051,537
                                                                ----------------
                                                                         805,581
                                                                         -------

     Standardized measure of discounted future net cash flow     $     1,217,249
                                                                 ---------------
                                                                $      1,178,295
                                                                ----------------

Changes  in  standardized measure of discounted future net cash flow from proved
--------------------------------------------------------------------------------
reserve  quantities
-------------------

This statement discloses the sources of changes in the standardized measure from
year  to  year.  The  amount  reported  as "Net changes in prices and production
costs"  represents  the  present value of changes in prices and production costs
multiplied by estimates of proved reserves as of the beginning of the year.  The
"accretion  of  discount"  was  computed by multiplying the ten percent discount
factor  by the standardized measure as of the beginning of the year.  The "Sales
of  oil and gas produced, net of production costs" is expressed in actual dollar
amounts.  "Revisions  of  previous  quantity estimates" is expressed at year-end
prices.  The  "Net  change in income taxes" is computed as the change in present
value  of  future  income  taxes.


<PAGE>
------
Changes  in  standardized measure of discounted future net cash flow from proved
--------------------------------------------------------------------------------
reserve  quantities  (Continued)
-------------------

                              Year Ended     Year Ended
                            December 31,     December 31,
             1999              1998
     ------------     -------------

            Standardized measure - beginning of period     $     1,178,295     $
                                                           ---------------     -
                                                                       1,757,195
                                                                            ----

            Sales of oil and gas produced, net of production costs     (260,215)
                                                                       (724,570)
Revisions  of  estimates  of  reserves  provided  in  prior  years:
  Net  changes  in  prices  and  production  costs     40,691     34,516
  Revisions  of  previous  quantity  estimates     354,958     (285,184)
                                   Accretion of discount     221,930     175,720
      Changes in production rates (timing) and other     (381,372)     (100,292)
        Net change in income taxes                 62,962                320,910
                                       ------------------     ------------------

                     Net increase                 38,954               (578,900)
                                      ------------------     ------------------

  Standardized measure - end of period     $     1,217,249     $       1,178,295
                                           ---------------     -----------------


<PAGE>
                                     ------
                                     PART III
                                    ---------


ITEM  8.  DISAGREEMENTS  ON  ACCOUNTING  AND  FINANCIAL  DISCLOSURE
-------------------------------------------------------------------

None.


ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
------------------------------------------------------------------

The  following  information  is  furnished  with  respect  to  each  director:

                    Year  First
                    Elected  as          Position  With
Name  of  Director          Age          Director          Company

F.  Lynn  Blystone          64          1974          President,
                              Chief  Executive
                              Officer

Dennis  P.  Lockhart          53          1982          None

Milton  J.  Carlson          69          1985          None

Earl  H.  Biestline          83          1992          None

Loren  J.  Miller(1)          55          1992          None

Clive  Stockdale          60          1999          None


 (1)-  Audit  Representative

The  following  is a list of Tri-Valley executive officers, their ages and their
positions  and  offices:

Name          Age          Position  and  Date  Elected  to  Position

F.  Lynn  Blystone          64          President  and  Chief Executive Officer,
                    TVC  (October  9,  1981)
                    CEO  TVOG  (October  9,  1981)
                    Pres.  and  CEO  TVPC  (December  11,  1997)

Thomas  J. Cunningham          57          Treasurer and Chief Financial Officer
                    TVC/TVOG  (February  28,  1997)
                    TVPC  (December  11,  1997)
                    Secretary  TVC/TVOG/TVPC
                    (December  21,  1998)

Joseph  R.  Kandle          57          President  TVOG  (December  21,  1998)


<PAGE>
------
ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
------------------------------------------------------------------

F.  LYNN  BLYSTONE  -  64               President and Chief Executive Officer of
-------------------------
1974
                         Tri-Valley  Corporation  and  Tri-Valley  Power
                         Corporation,  and  CEO  of  Tri-Valley  Oil  &  Gas
                         Company,  which  are  two  wholly  owned
                         subsidiaries  of  Tri-Valley  Corporation,
                         Bakersfield,  California

Mr.  Blystone  became  president of Tri-Valley Corporation in October, 1981, and
was  nominally  vice  president  from  July  to  October,  1981.  His background
includes  institution  management,  venture  capital  and  various  management
functions  for  a  mainline  pipeline  contractor  including  the  Trans  Alaska
Pipe-line  Project.  He  has  founded,  run and sold companies in several fields
including  Learjet  charter, commercial construction, municipal finance and land
development.  He  is  also  president  of  a  family  corporation,  Bandera Land
Company, Inc., with real estate interests in Kern, Riverside and Orange Counties
California.  A graduate of Whittler College, California, he did graduate work at
George  Williams  College,  Illinois  in organization management.  He gives full
time  to  Tri-Valley.


DENNIS  P.  LOCKHART  -  53               President                         1982
---------------------------
                         Heller  International  Group,  Inc.
                         Chicago,  Illinois

After  service  as  a  corporate  banking  officer  of Citibank since 1971, most
recently  as  vice     President  in  the  Central  and  South  America  Group
responsible for debt-to-equity conversions, Mr. Lockhart has become president of
Heller  International,  an  old  line firm now owned by Fuji Bank Group.  Heller
provides  financing  in  20 countries.  While with Citibank, Mr. Lockhart served
the  bank's  international operations in Jedda and Riyahd, Saudi Arabia; Athens,
Greece;  Beirut,  Lebanon;  and as executive vice president of Iranian's Bank of
Tehran,  Iran.  He  then  served  as  vice  president and regional executive for
corporate  banking in the seven southeastern states and Puerto Rico for Citicorp
(USA)  Inc.  A graduate of Stanford University, he has an M.A. from John Hopkins
University.


MILTON  J.  CARLSON  -  69               Investor,  Kalispell,  Montana
--------------------------
1985

Mr.  Carlson is a principal in Earthsong Corporation which, in part, consults on
environmental  matters and performs environmental audits for government agencies
and  public  and  private  concerns.  Until  its  merger  with another firm, Mr.
Carlson  formerly  was  vice  president  and  corporate secretary of Union Sugar
Company,  a  $100  million  unit  of  Sara  Lee Corporation.  He was involved in
representing  industrial  end  users  of  energy  tthrough  the  California
Manufacturers  Association  as the former chairman of the CMA steering committee
of  the  standing energy and environmental committees.  Mr. Carlson was also the
energy  and environmental representative with Sara Lee energy advisory group and
monitored  related matters before the California Public Utilities Commission and
Energy  Commission  as  well  as  serving  as  the legislative representative in
Sacramento and Washington, D.C.  Mr. Carlson attended the University of Colorado
at  Boulder  and  the  University  of  Denver.


LOREN J. MILLER, CPA - 55          Controller, Petro America, Inc.          1992
-------------------------
                         Treasurer,  Jankovich  Company
                         San  Pedro,  California

Mr. Miller has served in a treasury and chief financial officer capacity as Vice
president  successively  of  Hershey  Oil  Corporation  and Mock Resources, Inc.
Prior  to  that  he  was  vice president and general manager of Tosco Production
Finance  Corporation and formerly a senior auditor with Touche Ross & Co.  He is
experienced  in  exploration,  production,  product  trading,  refining  and
distribution  as well as corporate finance.  He holds a B.S. in accounting and a
M.B.A.  in  finance  from  the  University  of  Southern  California.

<PAGE>

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
------------------------------------------------------------------

EARL  H. BEISTLINE, LLD. - 83          Mining Consultant                    1992
-----------------------------
                         Fairbanks,  Alaska

Dr.  Beistline  is  a  past chairman of the Alaska State Minerals Commission and
Dean  Emeritus  of  the  School of Mineral Industry of the University of Alaska.
Born  in  Juneau,  he  has  achieved  a  special  position  in Alaska during its
transition  from territorial status into statehood.  He has numerous honors from
local,  state  and  federal  governments,  academia,  professional  and  civic
organizations  and  the mineral industry.  An active miner in the Central-Circle
Mining  District,  Dr. Beistline also serves as a director of one of the state's
primary  companies,  Usibelli  Coal  Mines,  Inc.  He holds a Bachelor of Mining
Engineering,  Engineer  of  Mines  and  Honorary  Doctor  of Law degree from the
University  of  Alaska.

CLIVE  STOCKDALE  -  59                                  Vice  President,  Oil
-----------------------
Analyst                                           1999
------
                         Canaccord  Capital  Corporation
                         Vancouver,  British  Columbia

For  the  last  fifteen  years,  Mr.  Stockdale  has been Vice President and Oil
Analyst  for  Canaccord Capital Corporation, one of the largest investment firms
in  British  Columbia.  Prior  to Canaccord, he was a consultant specializing in
oil  securities.  He  has  been  an  oil  analyst for Loewen Ondaatje, Pemberton
Securities and Dominion Securities.  Mr. Stockdale also was a planning economist
for  Mobile Oil Corp.  He was born in Marylebone, England and graduated from the
London  School  of  Economics  and  is  now  a  Canadian  citizen.

THOMAS  J.  CUNNINGHAM  -  57          Secretary,  Treasurer and Chief Financial
-----------------------------
1997
                         Officer  of  Tri-Valley  Corporation,  and  its
                         wholly  owned  subsidiaries,  Tri-Valley  Oil  &
                         Gas  Company  and  Tri-Valley  Power
                         Corporation,  Bakersfield,  California

Named  as  Tri-Valley  Corporation's  Treasurer  and  Chief Financial Officer in
February  1997, and as Corporate Secretary on December 21, 1998.  Mr. Cunningham
has  over  25  years  experience  in  corporate finance, Securities and Exchange
Commission  public  company  reporting  shareholder  relations,  and  employee
benefits.  In  his  career  he  served  as  Staff  Accountant  for  Forest  Oil,
Accounting Company, and as Executive Vice President, Chief Financial Officer and
Director  for Star Resources, Inc.  Most recently he was a Management Consultant
in  finance,  marketing  and  human  resource matters including employee benefit
planning.  He  received  his education in accounting and business administration
from  Angelo  State  University,  Texas.

JOSEPH  R.  KANDLE  -  57               President  and  Chief  Operating Officer
-------------------------
1998
--
                         Tri-Valley  Oil  &  Gas  Company,  wholly
                         owned  subsidiary  of  Tri-Valley  Corporation
                         Bakersfield,  California

Mr.  Kandle  was named as President of Tri-Valley Oil & Gas Co. February 1, 1999
after  having  joined  Tri-Valley Oil & Gas on June 1, 1998, as Vice President -
Engineering.  Mr.  Kandle is a 1965 graduate of the Montana school of mines with
a B.S. degree in Petroleum Engineering. Mr. Kandle has 34 years of experience in
drilling,  production,  and  operations  starting  with  Mobil  in 1965 where he
specialized  in  deep  drilling.  After  Mobil,  he has held positions of V.P. &
Chief Engineer of Great Basins Petroleum, V.P. - Engineering with Star Resources
and  V.P.-  Engineering  with  Atlantic  Oil  Company.

<PAGE>
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section 16(a) of the Securities Exchange Act of 1934 and Securities and Exchange
Commission  regulations  require that the Company's directors, certain officers,
and  greater  than  10  percent  shareholders must file reports of ownership and
changes  in  ownership  with the SEC and must furnish the Company with copies of
all  such  reports  they file.  Based solely on the information furnished to the
Company, we believe that no person failed to file required Section 16(a) reports
on  a  timely  basis  during  or  in  respect  of  1999.


 ITEM  10.  EXECUTIVE  COMPENSATION
 ----------------------------------

The following table summarizes the compensation of the chairman of the board and
the  president  of  the  Company and its subsidiaries, F. Lynn Blystone, for the
fiscal  year  ended  December  31,  1999,  1998,  and  1997.

                                                        Long Term
                                                      Compensation
                                 Annual Compensation          Awards
            (a)          (b)          ( c )          (d)          (e)
                                      -----          ---
                                           Other          Securities
        Name          Period Covered          Salary          Compensation
                               Underlying Options

               F. Lynn          FYE 12/31/99          $195,712(1)
             Blystone, CEO          FYE 12/31/98          $156,000(1)
          FYE  12/31/97          $197,660  (1)
195,000(2)


(1)     Includes  salary  that  was  deferred  when  Mr. Blystone took a reduced
salary  in  1996.

(2)     95,000  options  expired  unexercised  in  December,  1997.

Aggregated  1999  Option  Exercises  and  Year-End  Values
----------------------------------------------------------

The  following  table  summarizes  the number and value of all unexercised stock
options  held  by  the  Named  Officers  and  Directors  at  the  end  of  1999.

                         ( A )          ( B )     ( C )
                     Number of Securities     Value of Unexercised In-
                   Underlying Unexercised     The-Money Options/SARs at
                        Options/SARs at FY-End (#)     FY-End ($)*

      NAME          EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
      ----          -------------------------     -------------------------

                   F. Lynn Blystone          348,000/0     0/0

                  Dennis P. Lockhart          30,000/0     0/0
                                     40,000/0     0/0

                   Milton J. Carlson          28,000/0     0/0
                                     40,000/0     0/0

                    Loren J. Miller          30,000/0     0/0
                                     40,000/0     0/0

                   Earl H. Beistline           8,000/0     0/0
                                     40,000/0     0/0

                         ( A )          ( B )     ( C )
                     Number of Securities     Value of Unexercised In-
                   Underlying Unexercised     The-Money Options/SARs at
                        Options/SARs at FY-End (#)     FY-End ($)*

      NAME          EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
      ----          -------------------------     -------------------------

                    Clive Stockdale          70,000/0     0/0

     *Based on a fair market value of $1.47 per share, which was the closing bid
price  of  the  Company's  Common  Stock in the Nasdaq National Market System on
December  31,  1998.

Compensation  of  Directors
---------------------------

The Company compensates non-employee directors for their service on the board of
directors.  No  directors  received  any  stock  options in 1999.  The following
tables  sets  forth  information regarding the cash compensation paid to outside
directors  in  1999.

                                   (A)     (B)
                                  NAME     FEES
                                  ----     ----

                            Earl Beistline     $1,700

                            Milton Carlson     $2,958

                          Dennis P. Lockhart     $1,194

                           Loren J. Miller     $1,700

                             Clive Stockdale     $0


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

As  of  December  31, 1999, there were 19,301,248 shares of the Company's common
stock  outstanding.  The  following  persons were known by the Company to be the
beneficial  owners  of  more  than  5%  of  such  outstanding  common  stock:

                               Number of          Percent of
                 Name and Address          Shares          Total

Albert  C.  Kutcher
12052  Linda  Flora  Drive
Ojai,  CA  93023          1,303,900          6.8%

Dennis  Vaughan
2298  Featherhill  Road
Santa  Barbara,  CA  93108          1,033,200          5.4%

The  following table sets forth the beneficial ownership of the Company's common
stock  as  of  December  31,  1999  by  each  director, by each of the executive
officers  named  in  Item  11,  and by all executive officers and directors as a
group:




                               Number of          Percent of
                 Directors          Shares(1)          Total(2)

               F. Lynn Blystone          769,264(3)          3.9%

                Dennis P. Lockhart          122,091(3)          *

                Milton J. Carlson          129,000(3)          *

                  Loren J. Miller          95,300(3)          *

                 Earl H. Beistline          78,000(3)          *

                      Clive Stockdale          0          *

Total  group  (all  directors  and
------------
        Executive officers - 6 persons)          1,193,655(3)          6.2%

*Less  than  1%

(1)     Includes  shares  which the listed shareholder has the right to acquire,
from  options,  before  August  22, 2008 as follows:  Dennis P. Lockhart 70,000;
Milton  J.  Carlson 69,000; Loren J. Miller 70,000 and Earl H. Beistline 48,000.
F.  Lynn  Blystone  has  98,000.

(2)     Based on total outstanding shares of 19,301,248 as of December 31, 1999.
The  persons  named herein have sole voting and investment power with respect to
all  shares  of  common  stock  shown  as beneficially owned by them, subject to
community  property  laws  where  applicable.

(3)     Includes 30,200 shares held in the name of Bandera Land Company, Inc., a
family  corporation  of  which  Mr.  Blystone  is  the  president.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

None.


ITEM  13.  EXHIBITS,  LISTS,  AND  REPORTS  ON  FORM  8-K
---------------------------------------------------------

(a)     Exhibits.

                                     Exhibit
              Number          Description of Exhibit          Page

              3.1          Certificate of Incorporation          *

3.2          Amendment  to  Certificate  of  Incorporation

3.3          Amended  and  Restated  By-Laws

99.1          Share  Rights  Purchase  Plan  (filed  herewith)

*Included  as  exhibit  in the Registrant's Registration Statement and is hereby
incorporated  by  reference  herein.

(b)     Reports  on  Form  8-K

-     None

<PAGE>


                                   SIGNATURES


Pursuant  to  the requirements of Section 13 or 15(d) 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.

___________________,  2000     By:_/s/  F.  Lynn  Blystone____________________
                                F.  Lynn  Blystone
                                President,  Chief  Executive  Officer  and
                                Director


___________________,  2000     By:__/s/  Thomas  J.  Cunningham________________
                                Thomas  J.  Cunningham
                                Secretary,  Treasurer,  Chief  Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has  been  signed below by the following persons on behalf of the Registrant and
in  the  capacities  and  on  the  dates  included:



___________________,  2000     By:__/s/  Dennis  P.  Lockhart__________________
                                Dennis  P.  Lockhart,  Director



___________________,  2000     By:__/s/  Milton  J.  Carlson___________________
                                Milton  J.  Carlson,  Director



___________________,  2000     By:__/s/  Earl  H.  Beistline___________________
                                Earl  H.  Beistline,  Director



___________________,  2000     By:__/s/  Loren  J.  Miller____________________
                                Loren  J.  Miller,  Director



___________________,  2000     By:__/s/  Clive  Stockdale____________________
                                Clive  Stockdale,  Director