SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

      For the Fiscal Year Ended December 31, 2002     Commission File No. 0-6119


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

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

       5555 BUSINESS PARK SOUTH, SUITE 200, BAKERSFIELD, CALIFORNIA 93309
                    (Address of Principal Executive Offices)

        Registrant's Telephone Number Including Area Code:(661) 864-0500

           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-K  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-K, if
applicable,  or  any  amendment  to  this  Form  10-K.       [X]

The  issuer's  revenues  for  the  most  recent  fiscal  year  were  $6,284,910.

As  of  March17, 2003, 19,731,348 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$25,112,390.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  None

Transitional Small Business Disclosure Format (check one):  Yes [  ]      No [X]

Exhibit  Index  appears  on  page  45

<PAGE>
                                TABLE OF CONTENTS
PART  I
                                                     ITEM 1.     BUSINESS      1
                                                              Competition      1
                                                  Governmental Regulation      1
                                      Mechanical and Environmental Issues      2
                                                                Employees      3
                                                     Available Information     3
                                                    ITEM 2.     PROPERTIES     3
                                                   Oil and Gas Operations      3
                                                          Precious Metals      6
                                             ITEM 3.     LEGAL PROCEEDINGS     6
           ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     6

PART  II
ITEM  5.     MARKET  PRICE OF THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
                                                            HOLDER MATTERS     8
                                  Recent Sales of Unregistered Securities      8
                           ITEM 6.     SELECTED HISTORICAL FINANCIAL DATA      8
   ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION     9
                              Notice Regarding Forward-Looking Statements      9
                                             Critical Accounting Policies      9
                                                                 Overview      9
                                                  Natural Gas Activities      10
                                                    Petroleum Activities      10
                                                Precious Metals Activity      10
                                                    Results of Operations     11
                      Comparison of Years Ended December 31,2002 and 2001     11
                                                            Balance Sheet     11
                                                                 Revenues     11
                                                       Costs and Expenses     11
                      Comparison of Years Ended December 31,2001 and 2000     11
                                                            Balance Sheet     11
                                                                 Revenues     12
                                                       Costs and Expenses     12
                                                      Financial Condition     12
                                                              Commitments     12
                                                     Operating Activities     12
                                                     Investing Activities     13
                                                     Financing Activities     13
                                                                Liquidity     13
                                         ITEM 8.     FINANCIAL STATEMENTS     14
                               Notes to Consolidated Financial Statements     20

PART  III
          ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT     39
                                      ITEM 11.     EXECUTIVE COMPENSATION     41
                                  Employment Agreement with Our President     42
                     Aggregated 2002 Option Exercises and Year-End Values     42
                                                Compensation of Directors     42
                                                        Performance Graph     43
       ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                                                                              43
              ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     44
                                     ITEM 14.     CONTROLS AND PROCEDURES     44
                    ITEM 15.     EXHIBITS, LISTS, AND REPORTS ON FORM 8-K     45
                                                          SIGNATURES          46


<PAGE>

                                       13
                                     PART I
                                     ------

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

Tri-Valley  Corporation,  a  Delaware  corporation  formed  in  1971,  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.  Substantially all of
our  oil  and  gas  reserves  are  located  in  northern  California.

TVOG  primarily  generates  its  own  exploration  prospects  from  its internal
database,  and  also  screens  prospect  submittals  from  other  geologists and
companies.  TVOG  generates these geological "plays" within a certain geographic
area  of  mutual  interest.  The  prospect  is  then  presented  to  potential
co-venturers.  The  company  deals  with both sophisticated individual investors
and  energy  industry  companies.  TVOG  is  the  operator of these co-ventures.

In  1987,  we  acquired  precious  metals  claims on Alaska state lands. We have
conducted  exploration  operations  on  these  properties  and  have reduced our
original  claims  to  a block of approximately 27,440 acres (42.9 square miles).
We  have  conducted  trenching,  core  drilling,  bulk  sampling  and  assaying
activities  to  date  and  have  reason to believe that mineralization exists to
justify  additional  exploration  activities.  However,  to  date,  we  have not
identified probable mineral reserves on these properties.  There is no assurance
that  a  commercially  viable  mineral  deposit  exists  on  any  of  these
above-mentioned  mineral  properties.  Further  exploration is required before a
final  evaluation  as  to  the economic and legal feasibility can be determined.

We  sell  substantially  all  of  our  oil and gas production to ConocoPhillips.
Other  gatherers of oil and gas production operate within our area of operations
in California, and we are confident that if ConocoPhillips ceased purchasing our
production  we  could  find  another  purchaser on similar terms with no adverse
consequences  to  our  income  or  operations.

Competition
-----------

The  oil  and gas industry is highly competitive in all its phases.  Competition
is  particularly  intense with respect to the acquisition of desirable producing
properties,  the  acquisition  of  oil  and  gas prospects suitable for enhanced
production efforts, and the hiring of experienced personnel.  Our competitors in
oil  and  gas  acquisition,  development,  and  production include the major oil
companies  in addition to numerous independent oil and gas companies, individual
proprietors and drilling programs.  Many of these competitors possess and employ
financial  and  personnel  resources  substantially greater than those which are
available  to  us and may be able to pay more for desirable producing properties
and prospects and to define, evaluate, bid for, and purchase a greater number of
producing  properties  and  prospects  than  we can.  Our financial or personnel
resources to generate reserves in the future will be dependent on our ability to
select  and  acquire  suitable producing properties and prospects in competition
with  these  companies.

Governmental  Regulation
------------------------

Domestic  exploration  for the production and sale of oil and gas is extensively
regulated  at  both the federal and state levels.  Legislation affecting the oil
and gas industry is under constant review for amendment or expansion, frequently
increasing the regulatory burden.  Also, numerous departments and agencies, both
federal  and  state,  are authorized by statute to issue, and have issued, rules
and regulations affecting the oil and gas industry which often are difficult and
costly  to  comply with and which carry substantial penalties for noncompliance.
State statutes and regulations require permits for drilling operations, drilling
bonds,  and reports concerning operations.  Most states in which we will operate
also have statutes and regulations governing conservation matters, including the
unitization  or  pooling of properties and the establishment of maximum rates of
production  from  wells.  Many state statutes and regulations may limit the rate
at which oil and gas could otherwise be produced from acquired properties.  Some

states  have  also  enacted  statutes prescribing ceiling prices for natural gas
sold  within their states.  Our operations are also subject to numerous laws and
regulations  governing plugging and abandonment, the discharge of materials into
the  environment  or  otherwise relating to environmental protection.  The heavy
regulatory  burden  on  the  oil  and  gas industry increases its costs of doing
business  and  consequently affects its profitability.  We cannot be sure that a
change  in  such laws, rules, regulations, or interpretations, will not harm our
financial  condition  or  operating  results.

Mechanical  and  Environmental  Issues
--------------------------------------

Mining  Activities

Mining activities in the United States are subject to federal and state laws and
regulations  covering mining safety and environmental quality.  However, because
we  do  not  have  active  mining  operations at present, these regulations have
little impact on our current activities.  In 2002, 2001 and 2000, the regulatory
requirements  had  no  significant  effect on our precious metals activity as we
continued  our  exploration  efforts.

Should  we seek to develop our precious metals claims, development efforts would
require  compliance  with  mining  laws and regulations.  State and federal laws
impose  minimum  safety  standards  to  protect  workers in the construction and
development  of  mines  and conduct of mining operations.  Mining activities are
subject  to environmental regulation of the output of mines, particularly in the
storage and disposal of waste from mining operations.  Environmental regulations
restrict  the  storage,  use  and  disposal of both the materials used in mining
operations  and  the  waste contained in mineral ore, all of which contain toxic
materials  that  would  damage  the  surrounding  land  and  ground water if not
carefully  handled.

In  addition,  federal  and state regulations call for reclamation of land which
has  been  altered  by  mining  activities.  These  regulations  may  require
significant  expenditures  to  clean  up  a mining site during and after mining.

Before  we  could begin actual mining operations on our claims, we would have to
develop  a  feasibility  study  which  would,  among  other  things, address the
potential  costs  of  labor, safety and environmental regulation on any proposed
mining  activity.  We  do not expect to begin a feasibility study in 2003 and do
not  expect  to  incur  any  significant  regulatory  costs  or  liabilities  in
connection  with  government  regulation  of  our  claims.

Energy  Operations

Our  energy operations are subject to risks of fire, explosions, blow-outs, pipe
failure,  abnormally pressured formations and environmental hazards, such as oil
spills, natural gas leaks, ruptures or discharges of toxic gases, the occurrence
of  any  of  which  could  result in substantial losses due to injury or loss of
life,  severe  damage  to  or  destruction  of  property,  natural resources and
equipment,  pollution  or other environmental damage, clean-up responsibilities,
regulatory  investigation  and  penalties  and  suspension  of  operations.  In
accordance with customary industry practice, we maintain insurance against these
kinds of risks, but we cannot be sure that our level of insurance will cover all
losses  in  the event of a drilling or production catastrophe.  Insurance is not
available  for  all  operational  risks,  such as risks that we will drill a dry
hole,  fail  in  an  attempt  to  complete  a  well or have problems maintaining
production  from  existing  wells.

Oil  and  gas activities can result in liability under federal, state, and local
environmental  regulations  for  activities involving, among other things, water
pollution  and hazardous waste transport, storage, and disposal.  Such liability
can  attach  not  only  to the operator of record of the well, but also to other
parties  that  may  be  deemed to be current or prior operators or owners of the
wells or the equipment involved.  Numerous governmental agencies issue rules and
regulations  to  implement  and enforce such laws, which are often difficult and
costly  to  comply  with  and  which carry substantial administrative, civil and
criminal  penalties  and  in some cases injunctive relief for failure to comply.
Some  laws,  rules and regulations relating to the protection of the environment
may,  in  certain  circumstances,  impose  "strict  liability" for environmental
contamination.  These  laws  render a person or company liable for environmental
and  natural  resource  damages, cleanup costs and, in the case of oil spills in
certain  states,  consequential  damages  without regard to negligence or fault.
Other laws, rules and regulations may require the rate of oil and gas production
to  be  below  the economically optimal rate or may even prohibit exploration or
production  activities  in  environmentally sensitive areas.  In addition, state
laws  often  require  some  form of remedial action, such as closure of inactive
pits  and  plugging  of  abandoned  wells,  to  prevent pollution from former or
suspended  operations.

The  federal  Comprehensive  Environmental  Response, Compensation and Liability
Act,  or  CERCLA,  also known as the "Superfund" law, imposes liability, without
regard  to fault, on certain classes of persons with respect to the release of a
"hazardous  substance"  into the environment.  These persons include the current
or  prior  owner  or  operator  of  the disposal site or sites where the release
occurred  and companies that transported, disposed or arranged for the transport
or  disposal  of the hazardous substances found at the site.  Persons who are or
were  responsible  for  releases  of  hazardous  substances  under CERCLA may be
subject  to  joint  and  several  liability  for  the  costs  of cleaning up the
hazardous  substances  that  have  been  released  into  the environment and for
damages  to  natural  resources, and it is not uncommon for the federal or state
government  to  pursue  such  claims.  It  is  also not uncommon for neighboring
landowners  and  other  third  parties  to  file  claims  for personal injury or
property  or  natural  resource  damages  allegedly  caused  by  the  hazardous
substances  released  into  the  environment.  Under CERCLA, certain oil and gas
materials  and  products  are,  by definition, excluded from the term "hazardous
substances."  At  least  two  federal  courts  have  held  that  certain  wastes
associated  with  the  production  of  crude  oil may be classified as hazardous
substances  under  CERCLA.  Similarly,  under the federal Resource, Conservation
and  Recovery Act, or RCRA, which governs the generation, treatment, storage and
disposal of "solid wastes" and "hazardous wastes," certain oil and gas materials
and  wastes are exempt from the definition of "hazardous wastes." This exemption
continues  to  be  subject to judicial interpretation and increasingly stringent
state  interpretation.  During  the normal course of operations on properties in
which  we  have  an  interest, exempt and non-exempt wastes, including hazardous
wastes,  that are subject to RCRA and comparable state statutes and implementing
regulations  are  generated  or  have  been  generated in the past.  The federal
Environmental  Protection  Agency  and  various  state  agencies  continue  to
promulgate  regulations  that  limit  the  disposal  and  permitting options for
certain  hazardous  and  non-hazardous  wastes.

Compliance  with  environmental  requirements,  including  financial  assurance
requirements  and the costs associated with the cleanup of any spill, could have
a  material  adverse effect on our capital expenditures or earnings.  These laws
and  regulations  have  not had a material affect on our capital expenditures or
earnings  to  date.  Nevertheless,  changes  in  environmental  laws  have  the
potential  to  adversely  affect  operations.  At this time, we have no plans to
make  any  material  capital  expenditures for environmental control facilities.

Employees
---------

We  had  a  total of five full-time employees, one part-time bookkeeper, and two
consultants  on  December  31,  2002.

Available  Information
----------------------

We  file  annual,  annual  and  period  reports,  proxy  statements  and  other
information  with  the  Securities  and  Exchange  Commission  using SEC's EDGAR
system.  The  SEC  maintains  a  site on the Internet at http://www.sec.gov that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  us  and  other  registrants that file reports electronically with the
SEC.  You  may  read  and  copy  any  materials that we file with the SEC at its
Public  Reference  Room  at  450  5th Street, N.W., Washington, D.C. 20549.  Our
common  stock  is  listed  on  the OTC Bulletin Board, under the symbol TRIL.OB.
Please call the SEC at 1-800-SEC-0330 for further information about their public
reference  rooms.  Our  website  is  located  at  http://www.tri-valleycorp.com.

We furnish our shareholders with a copy of our annual report on Form 10-K, which
contains  audited  financial statements, and such other reports as we, from time
to  time,  deem  appropriate  or as may be required by law.  We use the calendar
year  as  our  fiscal  year.

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

Our  headquarters  and  administrative offices are located at 5555 Business Park
South,  Suite  200,  Bakersfield, California 93309. We lease approximately 4,500
square  feet  of office space at that location. Our principal properties consist
of  proven  and  unproven  oil  and  gas  properties,  mining claims on unproven
precious metals properties, maps and geologic records related to prospective oil
and  gas  and  unproven  precious  metal properties, office and other equipment.
TVOG  has  a  worldwide  geologic  library  with  data on every continent except
Antarctica  including  over  700  leads and prospects in California, our present
area  of  emphasis.

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

The  oil  and gas properties in which we hold interests are primarily located in
the  area  of  central California known as the Sacramento Valley.  We also lease
exploration  acreage  in  the  San Joaquin and Santa Maria Valleys.  We contract
for  the  drilling  of all its wells and do not own any drilling equipment, bulk
storage  facilities,  or  refineries.  We  do own a small segment of pipeline at
Tracy,  California.

We  have  retained  the  services  of Cecil Engineering, an independent engineer
qualified  to estimate our net share of proved developed oil and gas reserves on
all of our oil and gas properties at December 31, 2002 for SEC filing. We do not
include  any  undeveloped  reserves  in  these  reserve  studies.  Only  proved
developed reserves are listed in our reserve report.  Price is a material factor
in  our  stated  reserves,  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.

Our  estimated future net recoverable oil and gas reserves from proved developed
properties as of December 31, 2002, December 31, 2001 and December 31, 2000 were
as  follows:

                                     BBL     MCF
                                     ---     ---

          December 31, 2002     Condensate     162     Natural Gas     1,492,245
          December 31, 2001     Condensate     162     Natural Gas     1,684,757
          December 31, 2000     Condensate     299     Natural Gas     1,842,672

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  our  proved  developed  oil  and  gas  reserves,  discounted  at  10%, was
$2,224,270 at December 31, 2002, $1,005,010 at December 31, 2001, and $8,483,726
at  December  31,  2000.  The unaudited supplemental information attached to the
consolidated  financial  statements  provides  more  information  on oil and gas
reserves  and  estimated  values.

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

                       Year Ended     Year Ended     Year Ended
                    December 31,     December 31,     December 31,
                                2002     2001     2000

                           Natural Gas (MCF)     229,126     230,392     249,011
                            Crude Oil (BBL)     29             14             50
The  following  table  sets forth our average sales price and average production
(lifting)  cost  per  unit  of  oil  and  gas  produced  during:
                       Year Ended     Year Ended     Year Ended
                    December 31,     December 31,     December 31,
                                2002     2001     2000

     Gas (Mcf)     Oil (Bbl*)     Gas (Mcf)     Oil (Bbl*)     Gas (Mcf)     Oil
(Bbl*)
   Sales Price     $3.07     $19.13     $6.93     $22.32     $3.99     $19.98

   Production Costs     $0.98     0     $0.40     0         .29              0

    Net Profit     $2.09     $19.13     $6.53     $22.32     $3.70     $19.98
*  Amount  represents  total  sales  price  of  associated condensate, unable to
determine  price  per  barrel.

As  of  December  31, 2002, we had the following gross and net position in wells
and  developed  acreage:

                             Wells (1)     Acres (2)
                             ---------     ---------
                         Gross     Net     Gross     Net
                         11     4.537     2,192     645

(1)     "Gross"  wells represent the total number of producing wells in which we
have  a  working  interest.  "Net" wells represent the number of gross producing
wells multiplied by the percentages of the working interests which we own.  "Net
wells"  recognizes only those wells in which we hold an earned working interest.
Working  interests  earned  at  payout  have  not  been  included.

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

In  2002 we drilled three exploratory wells, two were dry holes and were plugged
and  abandoned.  The  third well is currently being recompleted.  The Ekho No. 1
has  been  included  in  the  OPUS-I  project  and as funds are received we will
hydraulically  fracture  it  to  determine  if  it  is  capable  of  commercial
production.

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

                       Year Ended     Year Ended     Year Ended
                    December 31,     December 31,     December 31,
                                2002     2001     2000

                           Exploratory               1
                         Producing     -0-     -0-     -0-
                         Recompleting     1     -0-     -0-
                               Dry     2     1     1
                              Total     3     1     -0-

Development
                         Producing     -0-     -0-     -0-
                            Dry     -0-     -0-     -0-
                             Total     -0-     -0-     -0-

The  following  table  sets  forth information regarding undeveloped oil and gas
acreage  in  which  we  had  an  interest  on  December  31,  2002.

                  State          Gross Acres          Net Acres
                  -----          -----------          ---------
                   California          39,964          36,259
                     Nevada          16,617          16,617

Some  of  our  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.  In the next three years, the following lease
gross  acreage  expires:

                                                 Expires in 2003     7,843 acres
                                                 Expires in 2004     2,374 acres
                                                 Expires in 2005     5,854 acres

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

The  precious  metals properties are located in interior Alaska.  As of December
31,  2002,  we had no proven precious metal reserves, but we are exploring these
properties.  They are comprised of 626 40-acre claims and 15 160-acre claims, of
which  104  claims  are  leased from others, located solely on State owned lands
requiring  annual  assessment  work,  and an annual per claim fee.  All fees are
current.

The  mining  claim block covers about 42.9 square miles or 27,740 acres of land,
all  of which is owned by the State of Alaska.  The claims lie within T-5-6-7 S,
R  5-6-7-8  E, Fairbanks Meridian (Plate 1), immediately north of the Richardson
Highway,  an  all-weather  paved  highway  that connects Fairbanks, Alaska, with
points  south  and  east.  Fairbanks  is  approximately  65  miles  northwest of
Richardson,  and  Delta  Junction, also on the highway, is about 30 miles to the
southeast.  The  Trans Alaska Pipeline corridor is near the northeastern edge of
the  claim  block and the service road along the pipeline provides access to the
claims  from  the  north.  Numerous good to fair dirt roads traverse the claims.

The following table sets forth the information regarding the acreage position we
have  under  lease  in  Alaska  as  of  December  31,  2002:

                  State          Gross Acres          Net Acres
                  -----          -----------          ---------
                     Alaska          27,740          26,946

Mineral  properties claimed on open state land require minimum annual assessment
work  of  $100 worth per State of Alaska claim.  Expenditures on the Richardson,
Alaska  acreage have already carried forward annual assessment requirements more
than  four  years  on  all  its  claims.  We  have  no  Federal  claims.

We  have  had  a  joint  scientific research agreement with TsNIGRI, the Central
Research Institute of Geological Prospecting for Base and Precious Metals, based
in  Moscow,  Russia  since  1991.  The  proprietary  technology  they  use  for
evaluating  large  areas  of  covered sub-arctic terrain has been impressive and
encouraging  to  our  efforts.  Minute  amounts  of  gold  have been found at 60
locations  along  a  20-mile  swath  and over 1,000 samples have been assayed by
Bondar-Clegg, a respected assay house.  We believe we have a great potential and
intend  to  continue  our  exploration  of  these  properties.

We  intend  to continue our exploration efforts for precious metals on our claim
block  in  Richardson,  Alaska.  With  the help of TsNIGRI, we have explored and
evaluated  this property during the summer months, due to the constraints of the
weather  in  the  winter months.  This work will consist of field activity which
includes  drilling  bore  holes,  mapping  and  other  geological  work.


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

On  November  7,  2002 a judgment of $141,500 was awarded to Armstrong Petroleum
against Tri-Valley Corporation.  This was the result of a lawsuit that was filed
against  Tri-Valley  alleging  a  breach  of contract.  Armstrong and Tri-Valley
disagreed  on the amount of royalties that were due Armstrong.  Tri-Valley filed
an  appeal  of  this  judgment on December 3, 2002 and is confident that we will
prevail  and  the  judgment  will  be  overturned.


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

We  held  our  annual  meeting  on  November  16,  2002.   At  the  meeting, the
shareholders  re-elected  all  of  the six directors who were recommended by the
board.  They also approved the appointment of Brown Armstrong as our independent
accountants.



The  shareholder  votes  were  as  follows:

Measure  #1  -  Election  of  Directors
                             FOR     AGAINST     ABSTAIN
                                      F. Lynn Blystone     18,759,074     32,500
                                     Milton J. Carlson     18,755,360     36,214
                                      C. Chase Hoffman     18,755,360     36,214
                                    Dennis P. Lockhart     18,755,360     36,214
                                       Loren J. Miller     18,755,360     36,214
                                       Harold J. Noyes     18,742,360     49,214

Measure  #2  - Appoint Brown Armstrong as the Company's independent accountants.
                             FOR     AGAINST     ABSTAIN
                                18,733,339     58,235


<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:

                                Bid Prices     Asked Prices
                                ----------     ------------
                               High     Low     High     Low
                               ----     ---     ----     ---
2002
----
                          Fourth Quarter     $2.14     $1.31     $2.25     $1.31
                          --------------     -----     -----     -----     -----
                           Third Quarter     $2.45     $1.13     $2.65     $1.13
                           -------------     -----     -----     -----     -----
                          Second Quarter     $1.60     $1.14     $1.75     $1.10
                          --------------     -----     -----     -----     -----
                           First Quarter     $1.67     $1.14     $1.75     $1.10
                           -------------     -----     -----     -----     -----

2001
----
                          Fourth Quarter     $1.90     $1.20     $2.05     $1.20
                          --------------     -----     -----     -----     -----
                           Third Quarter     $2.50     $1.40     $2.65     $1.40
                           -------------     -----     -----     -----     -----
                          Second Quarter     $2.98     $0.85     $3.20     $0.69
                          --------------     -----     -----     -----     -----
                           First Quarter     $2.06     $1.25     $2.50     $1.22
                           -------------     -----     -----     -----     -----

As  of  December  31,  2002,  we  estimate  that  our  common  stock was held by
approximately  2,000  shareholders of record in 40 states and at least 4 foreign
countries.

We  historically have paid no dividends, and at this time do not plan to pay any
dividends in the immediate future.  Rather, we strive to add share value through
discovery  success.  As of March 7, 2003, we had 22 market makers for our stock.
In  2002,  trading  volume  exceeded  6.9  million  shares.

Recent  Sales  of  Unregistered  Securities
-------------------------------------------

During  2002  we issued 13,000 shares of common stock without registration under
the  Securities  Act  of 1933 to one former employee pursuant to the exercise of
stock options.  The exercise price of the stock options was $0.50 per share, and
the  options  were  exercised  on  three occasions when the closing price of our
common  stock  varied  between  $1.25  and  $2.09  per share.  The shares issued
pursuant  to  the  exercise  of  options  were  issued  in  privately negotiated
transactions  in  reliance  on  the  exemption  contained in Section 4(2) of the
Securities  Act.

     We  issued  70,000 shares to Richard H. Langley, who is not affiliated with
our  company, for services.  The closing market price of our common stock on the
date  we  awarded  these  shares  (December  l8,  2002)  was  $1.55  per  share.

ITEM  6.  SELECTED  HISTORICAL  FINANCIAL  DATA
-----------------------------------------------
                               Year Ended December 31,
                       2002     2001     2000     1999     1998
                                ----     ----     ----     ----
Income  Statement  Data:
  Revenues      $      6,284,910      $  2,130,187      $  2,197,369      $
2,686,129      $     977,982
  Operating  Income  (Loss)      $         845,130      $    (117,975)
$(1,360,263)      $      (12,417)      $  (1,004,790)
  Basic  Earnings  Per  Share      $                .04      $               -
$        (0.07)      $                -      $          (0.05)

Balance  Sheet  Data:
  Property  and  Equipment,  net      $      1,974,501      $  2,010,457      $
1,357,959      $  1,059,755      $  1,038,237
  Total  Assets      $      4,634,874      $  3,381,757      $  4,053,257      $
9,802,463      $  2,216,958
  Long  Term  Obligations      $           26,791      $         8,371      $
12,038      $       21,055      $         8,527
  Stockholder's  Equity      $      1,262,306      $     353,776      $
391,651      $     391,651      $  1,230,849
ITEM  7.  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.

Critical  Accounting  Issues

Critical  accounting  policies  are those that may have a material impact on our
financial  statements  and  also  require  management  to  exercise  significant
judgment  due  to a high degree of uncertainty at the time the estimate is made.
Our  senior  management  has  discussed  the  development  and  selection of our
accounting policies, related accounting estimates and disclosures with the Audit
Committee  of  our  Board  of  Directors.  We  believe  our  critical accounting
policies include those addressing the recoverability and useful lives of assets,
oil  and  gas  estimates  and  income  taxes.  The  policies  are:

Oil  and  gas  wells  are  drilled  primarily  on a contract basis.  The Company
follows  the  completed  contract  method  of  income  recognition  for drilling
operations.

Sales  of  oil  and  natural  gas  wells  are  recognized  when  sold.

For  exploration  and  development,  costs  are  accounted for by the successful
efforts  method.

A  summary  of  our significant accounting policies is included in Note 1 of our
financial  statements.  We  believe the application of these accounting policies
on  a  consistent  basis  enables  us  to  provide timely and reliable financial
information  about  our  earnings  results,  financial condition and cash flows.

Overview

We  believe  that,  after  22  years  of  downsizing  in the petroleum industry,
increased  oil  and  natural  gas  prices  during  the  past year have created a
favorable  environment  for  renewed  growth.  Production from existing reserves
continues  to  decline,  while  demand increases.  While the trend for demand to
outstrip  available  supplies  is
worldwide  as  well  as  national,  we  believe that it is particularly acute in
California,  our primary venue for exploration and production, which imports 55%
of  its  oil and 90% of its natural gas demand.  Oil prices tend to be set based
on  worldwide  supplies  and  prices,  while  natural gas prices seem to be more
dependent  on  local conditions.   We expect that gas prices will hold steady or
possibly increase over this year.  If, however, prices should fall, for instance
due  to  new  regulatory  measures or the discovery of new and easily producible
reserves,  our  revenue  from  oil  and  gas  sales  would  also  fall.

In  2002  the  Company  created  a  limited  partnership called the OPUS-I.  The
purpose  of  this partnership is to raise one hundred million dollars by selling
partnership  interests.  With  the  funds  raised we will drill up to twenty-six
exploratory  wells, mostly in California, and three are targeted for Nevada.  We
begin  drilling  as  sufficient  funds  are  invested  to drill the next target.

We  are continuing grading and prioritizing our geologic library, which contains
over  700  California leads and prospects, for exploratory drilling.  We use our
library  to  decide  where  we  should  seek  oil  and  gas  leases  for  future
explorations.  From  this  library  we  were  able  to  put together many of the
prospects  currently  in  OPUS-I.  Of  course, we cannot be sure that any future
prospect  can  be  obtained at an attractive lease price or that any exploration
efforts  would  result  in  a  commercially  successful  well.

We seek to fund and drill enough exploratory wells for commercial discoveries to
make  up  for  the  cost  of the inevitable dry holes that we can expect, in the
exploration  business.   We  believe  our  existing inventory of projects bear a
high  enough ratio of potentially successful to unsuccessful projects to deliver
value  to  our  drilling partners and our shareholders from successful wells, in
excess  of  the  total  costs  of  all successful and unsuccessful projects. Our
future results will depend on our success in finding new reserves and commercial
production,  and there can be no assurance what revenue we can ultimately expect
from  any  new  discoveries.

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

Natural  Gas  Activities

In  2002 we plugged and abandoned the Sonata #1 which began drilling in December
2001.  The  Sonata  3-1  began  drilling  on  May  6,  2002  and was plugged and
abandoned.  We then determined that the remaining two original Sonata Prospects,
originally  4  wells  were  planned, would be dropped from our list of potential
prospects  and  replaced.  We  began  drilling the Sunrise-Mayel #2H on July 12,
2002,  we  artificially  fractured  the  well in September 2002 and the zone was
considered  to be damaged by the fracture process.  We are planning on coming up
the  hole  and  recompleting  in  another  formation.

The Company generally sells a percentage of production on a fixed contract price
and  the remainder at the monthly spot price.  In times when we expect the price
of  gas  to  weaken,  we  try to increase the amount we sell under fixed prices.
When  we  expect  the price of gas to rise, we seek to sell more gas in the spot
market.  In  2001 and 2002, we sold our gas 100% on the spot market.  Because we
expect  gas prices to rise, we intend to sell 100% of our production on the spot
market in 2003.  Because we plan to sell only on the spot market in 2003, a drop
in  the  price of gas could possibly have a more adverse impact on us than if we
entered  into  some  fixed  price  contracts  for  sale  of  future  production.

Our  proved  hydrocarbon  reserves  were  valued using a standardized measure of
discounted future net cash flows of $2,224,270 at December 31, 2002, compared to
$1,005,010  on  December 31, 2001, after taking into account a 10% discount rate
and  also  taking  into  consideration  the  effect of income tax.  This was due
primarily to the fluctuations in gas prices. Estimates such as these are subject
to  numerous  uncertainties  inherent  in the estimation of quantities of proved
reserves.  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.  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  usually  sells  most  of  the  working interest in its test wells on
prospects  to third parties.  The sales price of the interest is intended to pay
for  all  drilling  and  testing  costs  on  the property.  Tri-Valley retains a
minority  "carried"  ownership  interest  in  the  well  and  does  not  pay its
proportionate  share  of  drilling  and  testing costs for the well. Under these
arrangements, we usually minimize the Company's cost to drill and also receive a
minority  interest  from  the  reserves  we  discover.  On  the  other  hand, we
occasionally incur extra expenses for drilling or development that we choose, in
our  discretion,  not  to  pass  on  to  other  venture  participants.

Petroleum  Activities

We drilled the Aurora #1-19 oil prospect in December.  It was a dry hole and was
plugged  and abandoned.  The other wells we drilled in 2002 were for natural gas
targets.

Precious  Metals  Activity

The  price  of  gold has fluctuated in the last 12 months from a low of $289 per
oz.  to  a  high  of  $355  per  oz.  As funds become available the Company will
continue  to  explore  its  claim block for discovery success.  Historically the
Company  has  done  its  exploration on a seasonal basis, normally in the warmer
months.  There  was  no  exploration activity in 2002.  We are in the process of
raising  capital  to  continue  our  work  in  the  area.

We  are  confident  that  other  parties will be willing to participate when the
price  of  gold  recovers.


RESULTS  OF  OPERATIONS

Comparison  of  Years  Ended  December  31,  2002  and  2001
------------------------------------------------------------

Balance  Sheet
--------------

We  had  $1,936,294  cash  on  hand at December 31, 2002 compared to $911,913 at
December 31, 2001.  This change was from funding of the OPUS-I drilling program.
Accounts  receivable  were  $44,393  greater  this  year compared to 2001 due to
revenue due us from gas sold the end of 2002.  Deposits were $212,000 higher due
to  our  posting  a  bond  in this amount pending the appeal of our judgment.See
Litigation

State  income  taxes  are $76,000 more this year because the State of California
removed  the  ability  of  companies  to  utilize tax loss carry-forward for two
years.  Prior to 2002 we were able to reduce our tax liability by using tax loss
carry  forwards accumulated from prior years.  Accounts payable are $564,240 for
the  year  ended  December  31, 2002 compared to $297,001 for the same period in
2001.  This  increase  is  due  to  increased  drilling  activity  in  2002.

Shareholder  equity  increased  by  $908,530  due  to  the increase in cash from
current  net  income.

Revenues

Oil  and  gas income was $844,800 less in 2002 than in 2001 due to decreased gas
prices  in  2002.  Partnership  income was $33,243 less in 2002 compared to 2001
because  of  decreased  gas  prices  in 2002.  Sale of oil and gas prospects was
$5,421,782  for  the  year ended December 2002 compared to $218,426 for the same
period  in  2001  due  to  increased  prospect  sales in 2002.  Other income was
$71,973  for  the year ended December 31, 2002 compared to $231,899 for the year
ended  2001,  because  in  2001  we  settled a claim related to a loan made to a
telecommunications  partnership.

Costs  and  Expenses

Mining  costs  were  $54,532  less in 2002 due to no exploration activity on our
claim  block in 2002.  Oil and gas lease costs were $132,880 higher in 2002 than
2001  due  to  increased  lease operating activity.  Well workover expenses were
$240,718  less  in 2002 because we did not work over any wells in 2002.  Cost of
oil and gas prospects sold were $3,139,268 higher for the period ending December
31,  2002 compared to the same period last year due to increased prospect sales.
Depreciation,  depletion  and amortization expenses are $26,578 less in 2002 due
to Statements of Financial Accounting Standards 142 that no longer allows annual
amortization.  Therefore,  no amortization was taken in 2002.  These assets will
now  be  tested  for  impairment  annually.  If  required  we would then take an
impairment  charge.  The  $45,143 charge for impairment of acquisition costs are
from  the  write  off  of  a  prospect  that  the  Company believes is no longer
prospective.  The  Company has a profit of $769,130 after taxes due to increased
drilling  activity  and  sale  of  prospects.

Comparison  of  Years  Ended  December  31,  2001  and  2000

Balance  Sheet
--------------

The  Company  had  $911,913  cash  on  hand  at  December  31,  2001 compared to
$1,373,570  at  December  31,2000.  This  decrease  resulted  from  the  Company
spending  funds  that  had  been advanced by our joint venture partners to drill
Sunrise-Mayel#1.  Accounts  receivables  were  $711,136  less in 2001 due to the
receipts  owed us at the end of 2000, which were higher, as the price per mcf of
gas was much higher in 2000 than in 2001.   Trade accounts payable were $284,016
less in the year ending 2001 due to reduced drilling activity in the latter part
of  2001  compared  to 2000.  Accounts payable to joint venture participants was
$480,511  less  in  2001  than  in 2000 due to the amounts and timing of revenue
receipts  and  their  distribution  to  the  participants.  The  $125,000  note
receivable  that  was  recorded  on  our balance sheet on December 31, 2000, was
repaid  with  interest and expenses during 2001 in settlement of a claim we made
in  bankruptcy  court.

Revenues
--------

Oil  and  gas  income amounted to $1,656,265 for the year ended 2001 compared to
$1,044,013  for  the  year  ended  2000.  This  increase  was  mainly due to the
increase  in  natural  gas prices paid for our production in northern California
during the first half of 2001 compared to 2000.  Our oil and gas income includes
sales  of  oil  and  gas,  royalties,  and  partnership income.  The decrease of
$645,074  in  sale  of oil and gas prospects was because the prospect we sold in
2001  was  smaller  than  the  prospect  sold  in  2000.

Gain  on  sale  of  property was $154,760 less in 2001 because we had no sale of
property  in  2001.  Sale  of  oil  and  gas  prospects is $645,074 less in 2001
compared  to  2000  because  of the smaller prospect sales in 2001 than in 2000.

Interest  income  decreased $75,637 for the year ended 2001 compared to the year
ended  2000  due  to  reduced  funds  on deposit earning interest.  Other income
increased  $196,037  due to the settlement and payment of the telecommunications
claim.

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

Costs  and  expenses  are $1,309,470 less in the year ended 2001 compared to the
year  ended  2000.  Mining expenses were $60,901 greater due to more exploratory
activity on our Alaska claims.  Workover expenses were $202,932 more in 2001 due
to  more wells having work done on them to enhance production capabilities.  The
cost  of oil and gas prospects sold was $275,889 less in 2001 due to the size of
the  prospect  we  sold  being  smaller  than the one sold in 2000.  General and
administrative  costs  were  $813,462  less this year due to the settlement of a
lawsuit  and  the  costs related to it in the year ended December 31, 2000.  Our
well  write-off  expenses  were $490,921 less in 2001 due to the fact we did not
write  off  any  wells  in  the  year  2001.

FINANCIAL  CONDITION

Commitments
-----------

Generally,  our  financial  commitments  arise  from  selling  interests  in our
drilling prospects to third parties, which results in an obligation to drill and
develop  the  prospect.  If  we  are  unable  to  sell sufficient interests in a
prospect  to  fund  its  drilling  and  development,  we  must  either amend our
agreements to drill the prospect, locate a substitute prospect acceptable to the
participants  or  refund  the  participants'  funds.

We  have a private placement drilling program to raise up to one hundred million
dollars to drill and complete 26 prospects.  We turnkey the drilling portion and
the  completion  portion  is  based  on costs incurred.  In a turnkey program we
guarantee  to  drill  a  well(s) for a certain amount.  If the amount is greater
then  the  Company  would  lose money on that well, if the cost is less then the
Company  would  make  a  profit  on  that  well.

Delay  rentals  for  oil  and  gas  leases amounted to$342,124 in 2002.  Advance
royalty  payments  and  gold mining claims maintenance fees were$204,755 for the
same  period.  We expect that approximately equal delay rentals and fees will be
paid  in  2003  from  operating  revenues.

Operating  Activities

The  company  had  a  positive cash flow from operating activities of $1,154,919
compared  to  $45,072  for the same period in 2001.  This was due from profit on
the sale of prospects and turnkey drilling activity in 2002.  Also, $122,315 was
from  the  sale  of  lease  prospects.


Investing  Activities
---------------------

Cash  used  in  investing  activities was $397,383 less in 2002 compared to 2001
primarily from the timing related to oil and gas lease acquisition costs and the
sale of some of these costs to third parties.  Typically, we acquire leases over
several  months  or  in  some  cases  even a year's time.  We then include these
acquisition  costs  when  we  sell  the  prospect,  at  that time we recover our
acquisition,  geological  and  geophysical  costs.  Most of these costs for 2002
were  related  to  the  OPUS-I  drilling  partnership.

Financing  Activities

Cash  provided  by  financing  activities was $7,279 less in the year ended 2002
compared to the same period in 2001.  This was due to increase in long term debt
by $29,686 and the reduction of paid in capital of $37,192 as stock options were
exercised  in  2002  compared  to  2001.

Liquidity

The  recoverability  of  theour  oil  and  gasreserves depends on future events,
including  obtaining  adequate  financing  forour  exploration  and  development
program,  successfully  completingour planned drilling program, and achieving  a
level of operating revenues that is sufficient to supportour cost structure.  At
various  timesin  our  history,  it has been necessary forus to raise additional
capital  through  private  placements of equity financing.  When such a need has
arisen,we  have  met  it  successfully.  It  is  management's belief thatwe will
continue  to be able to meetour needs for additional capital as such needs arise
in  the  future.We  may  need  additional  capital  topay  forour share of costs
relating to the drilling prospects and development of those that are successful,
and  to  acquire  additional  oil  and  gas  leases.  The  total  amount
ofourcapitalneeds  will  be  determined  in  part  by  the  number  of prospects
generated  withinour  exploration  program  and  by  the working interest thatwe
retain  in  those  prospects.

Shouldwe choose to make an acquisition of producing oil and gas properties, such
an  acquisition  wouldlikelyrequire  that  some portion of the purchase price be
paid  in  cash, and thus would createtheneed for additional capital.  Additional
capital  could be obtained from a combination of funding sources.  The potential
funding  sources  include:

-     Cash  flow  from  operating  activities,
-     Borrowings  from  financial  institutions,
-     Debt  offerings,  which  could increaseour leverage and add toour need for
cash  to  service  such  debt,
-     Additional  offerings  ofour equity securities, which would cause dilution
ofour  common  stock,
-     Sales  of  portions  ofour  working  interest  in  the prospects withinour
exploration  program,  which  would  reduce future revenues from its exploration
program,
-     Sale  to an industry partner of a participation inour exploration program,
-     Sale  of  all  or  a portion ofour producing oil and gas properties, which
would  reduce  future  revenues.

Our  ability  to  raise  additional  capital  will  depend  on the results ofour
operations  and  the  status of various capital and industry markets at the time
such additional capital is sought.  Accordingly, there can be no assurances that
capital will be available tous from any source or that, if available, it will be
on  terms  acceptable  tous.

<PAGE>
                          ITEM 8: FINANCIAL STATEMENTS

                             TRI-VALLEY CORPORATION
INDEX
-----




                                       Page(s)
                                       -------

                      Report of Independent Auditor     15

        Consolidated Balance Sheets at December 31, 2002 and 2001     16

Consolidated  Statements  of  Operations  for  the  Years  Ended
                       December 31, 2002, 2001 and 2000     17

Consolidated  Statements  of  Changes  in  Shareholders'  Equity  for  the
                 Years Ended December 31, 2002, 2001 and 2000     18

Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
                       December 31, 2002, 2001 and 2000     19

              Notes to Consolidated Financial Statements     20-34

Supplemental  Information  about  Oil  and  Gas  Producing
                           Activities (Unaudited)     35-38


<PAGE>

15
REPORT  OF  INDEPENDENT  AUDITOR


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,  2002  and 2001, and the related consolidated
statements  of  operations,  changes  in shareholders' equity and cash flows for
each  of  the three years in the period ended December 31, 2002. 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 auditing standards generally accepted
in  the  United  States  of  America.  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,  2002  and 2001, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States of
America.

                               BROWN ARMSTRONG PAULDEN
     McCOWN  STARBUCK  &  KEETER
     ACCOUNTANCY  CORPORATION
Bakersfield,  California
February  21,  2003

<PAGE>

19
   The accompanying notes are an integral part of these financial statements.
                             TRI-VALLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS


                                  2002          2001
                                                ----
ASSETS
------
Current  Assets
                  Cash      $          1,936,294           $             911,913
                          Accounts receivable, trade                     151,618
                                                                         107,225
                                   Prepaid expenses                       12,029
                                                                          12,029

                                 Total Current Assets                  2,099,941
                                                                       1,031,167

          Property and Equipment, Net (Notes 1 and 2)                  1,974,501
                                                                       2,010,457

Other  Assets
           Deposits                     316,705                          104,705
               Investments in partnerships (Note 1)                       17,400
                                                                           9,101
  Goodwill  (net  of  accumulated  amortization  of
             $221,439 at December 31, 2001 and 2002)                     212,414
                                                                         212,414
            Other                       13,913                            13,913

                                  Total Other Assets                     560,432
                                                                         340,133

           TOTAL ASSETS      $          4,634,874           $          3,381,757

LIABILITIES  AND  SHAREHOLDERS'  EQUITY
---------------------------------------
Current  Liabilities
                  Notes payable (Note 3)      $               13,792           $
                                                                           8,265
                               Income taxes payable                       76,000
                                                                               -
               Accounts payable and accrued expenses                     564,240
                                                                         297,001
  Amounts  payable  to  joint  venture participants                       74,412
                                                                          59,631
  Advances  from  joint  venture  participants,  net  (Note  1)
                                       2,617,333                       2,654,713

                            Total Current Liabilities                  3,345,777
                                                                       3,019,610

        Long-Term Portion of Notes Payable (Note 3)                       26,791
                                                                           8,371

Total  Liabilities                  3,372,568                       3,027,981

Shareholders'  Equity
  Common  stock,  $.001  par  value;  100,000,000  shares
    authorized;  19,726,348  and  19,689,748
    issued  and  outstanding  at  December  31,  2002  and  2001,
     Respectively                       19,726                            19,690
  Less:  common  stock  in  treasury,  at  cost,
    100,025  and  163,925  shares  at  December  31,
                        2002 and 2001, respectively                     (13,370)
                                                                        (21,913)
                           Common stock receivable                       (2,250)
                                                                               -
                       Capital in excess of par value                  8,879,724
                                                                       8,746,653
  Accumulated deficit                (7,621,524)                     (8,390,654)

                           Total Shareholders' Equity                  1,262,306
                                                                         353,776

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $          4,634,874           $
                                                                       3,381,757

                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                           For the Years Ended December 31,
                           2002          2001          2000
                           ----          ----          ----

Revenues
       Sale of oil and gas      $           752,971           $        1,597,771
                                                             $           891,774
    Royalty income                          351                            6,952
                                                                          11,406
    Partnership income                     18,299                         51,542
                                                                         140,833
                         Gain on sale of property                              -
                                                -                        154,760
      Interest income                     19,534                          23,597
                                                                          99,234
                          Sale of oil and gas prospects                5,421,782
                                          218,426                        863,500
          Other income                     71,973                        231,899
                                                                          35,862

           Total Revenues                6,284,910                     2,130,187
                                                                       2,197,369

Costs  and  Expenses
                              Mining exploration costs                   169,111
                                          223,643                        162,741
    Oil and gas leases                   224,320                          91,440
                                                                          72,213
     Well workover                              -                        240,718
                                                                          37,786
                                  Severed acreage                              -
                                            174                            1,026
                     Cost of oil and gas prospects sold                3,648,089
                                          508,821                        784,710
                             General and administrative                1,316,894
                                         1,117,643                     1,931,105
             Depreciation, depletion and amortization                     34,384
                                          60,962                          57,400
           Interest                       1,838                            4,761
                                                                          19,730
                                   Well write-off                              -
                                                -                        490,921
                      Impairment of acquisition costs                     45,143
                                           -                                   -

                               Total Costs and Expenses                5,439,780
                                         2,248,162                     3,557,632

                 Net Income (Loss) before Income Taxes                   845,130
                                         (117,975)                   (1,360,263)

                               Tax Provision (Note 6)                     76,000
                                           -                                   -

        Net Income (Loss)      $           769,130           $         (117,975)
                                                              $      (1,360,263)

Basic  and  Diluted  Earnings  (Loss)  per  Common  Share
            and Common Equivalent Share      $                 0.04            $
                                         (0.00)           $               (0.07)

           Weighted Average Number of Shares Outstanding              19,702,054
                                         19,495,693                   19,293,188



<PAGE>
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              SHAREHOLDERS' EQUITY

            Total                              Capital in          Common
          Common          Treasury                    Excess of          Stock
              Accumulated          Treasury          Shareholders'
             Shares            Shares          Par Value             Par Value
           Receivable          Deficit           Stock          Equity

Balance  at
 December  31,  1999,
            as restated        19,301,248            179,425           $  19,301
      $  8,344,462           $             -           $ (6,912,416)           $
                                                (45,163)           $   1,406,164
                Issuance of common stock             253,500            (15,500)
                         254                  373,396                          -
                               -                23,250                   396,900
         Stock issuance costs                         -                        -
                          -                  (51,150)                          -
                         -                          -                   (51,150)
            Net income (loss)                         -                        -
                     -                              -                          -
                 (1,360,263)                          -              (1,360,263)

Balance  at
 December  31,  2000,
           as restated        19,554,748            163,925               19,555
                   8,666,688                          -              (8,272,679)
                                              (21,913)                   391,651
           Issuance of common stock             135,000                        -
                        135                    79,965                          -
                         -                          -                     80,100
            Net income (loss)                         -                        -
                     -                              -                          -
                  (117,975)                          -                 (117,975)

Balance  at
     December 31, 2001        19,689,748            163,925               19,690
                   8,746,653                          -              (8,390,654)
                                              (21,913)                   353,776
               Issuance of common stock               36,600            (63,900)
                          36                  133,071                          -
                              -                  8,543                   141,650
      Common stock receivable                         -                        -
             -                           (2,250)                               -
                                                   -                     (2,250)
            Net income (loss)                         -                        -
                     -                              -                          -
                    769,130                          -                   769,130

Balance  at
      December 31, 2002        19,726,348            100,025           $  19,726
         $  8,879,724           $    (2,250)           $ (7,621,524)           $
                                                (13,370)           $   1,262,306


<PAGE>
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           For the Years Ended December 31,
                           2002          2001          2000
                           ----          ----          ----
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
      Net income (loss)      $      769,130           $    (117,975)           $
                                                                     (1,360,263)
  Adjustments  to  reconcile  net  income  (loss)  to  net  cash
   provided  (used)  by  operating  activities:
                 Depreciation, depletion, and amortization                34,384
                                               60,962                     57,400
    Impairment,  dry  hole and other disposals of property                45,143
                                               -                               -
                                Land acquisition costs sold              122,315
                                               -                               -
                           (Gain) on sale of property                          -
                                                     -                 (154,760)
                            Non-employee stock compensation              119,700
                                               23,100                     88,650
    Changes  in  operating  capital:
                (Increase) decrease in accounts receivable              (44,393)
                                               711,136                 (663,177)
                                 Increase in prepaids                          -
                                                    -                   (10,000)
                      Increase in deposits and other assets            (212,000)
                                             (4,600)                     (1,375)
                          Increase in income taxes payable                76,000
                                               -                               -
      Increase  (decrease)  in  accounts  payable  &  accrued  exp.
                     267,239                 (284,016)                   189,915
      Increase  (decrease)  in  amounts  payable  to  joint  venture
                          participants and related parties                14,781
                                             (480,511)                   444,156
      Increase  (decrease)  in  advances  from  joint  venture
                    participants              (37,380)                   136,976
                                                                     (5,359,863)

            Net Cash Provided (Used) by Operating Activities           1,154,919
                                                 45,072              (6,769,317)

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
                         Payments on notes receivable                          -
                                                             125,000           -
           Proceeds from sale of property                          -           -
                                                                         154,760
             Capital expenditures            (170,272)                 (702,613)
                                                                       (293,489)
            (Investment in) distribution from partnerships                10,000
                                               19,958                   (17,053)

                      Net Cash Used by Investing Activities            (160,272)
                                             (557,655)                 (155,782)

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
                              Proceeds from long-term debt                29,686
                                               -                               -
                     Principal payments on long-term debt                (5,739)
                                             (6,074)                     (8,900)
                 Proceeds from issuance of common stock                       26
                                                134                          274
     Additional paid in capital                19,674                     56,866
                                                                         284,726
                               Sale of treasury stock                          -
                                                    -                     23,250
                                 Stock issuance costs                          -
                                                    -                   (51,150)

                 Net Cash Provided by Financing Activities                43,647
                                                50,926                   248,200

Net  Increase  (Decrease)  in  Cash  and  Cash  Equivalents           1,038,294
                                              (461,657)              (6,676,899)

         Cash at Beginning of Year              911,913                1,373,570
                                                                       8,050,469

     Cash at End of Year      $   1,936,294           $      911,913           $
                                                                       1,373,570

SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:

      Interest paid      $          1,838           $          4,761           $
                                                                          19,730

         Income taxes paid      $             800           $                  -
                                                                 $        15,756

<PAGE>

49

                                       20


                             TRI-VALLEY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2002, 2001 AND 2000



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  accounting  principles  generally  accepted in the United
States  of  America and have been consistently applied in the preparation of the
financial  statements.

Principles  of  Consolidation
-----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its wholly-owned subsidiary, Tri-Valley Oil & Gas Co.  All material intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

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

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America 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
--------------------------------

The  Company  has  been  historically  an oil and gas exploration and production
company, emphasizing the Sacramento Valley natural gas province, and is now also
very  active  in  the  south  San  Joaquin  Valley. In the fiscal year 1987, the
Company  added precious metals exploration. 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.

For  purposes  of reporting operating segments, the Company is involved in three
areas.  These are drilling and development, oil and gas production, and precious
metals.

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.

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

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.  On January 1,
2002, Tri-Valley Corporation adopted Financial Accounting Standards Board (FASB)
Statement  of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible  Assets"  (SFAS  142).  Under SFAS 142, goodwill is a non-amortizable
asset,  and  is  subject  to  an  annual  review  for  impairment.  Prior to the
implementation  of SFAS 142, the Company had goodwill of $433,853 that was being
amortized.   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.

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 liable for
the activities of these ventures.  The Company typically owns a carried interest
and/or  overriding royalty interest in such ventures, earning a working interest
at  payout.

Receivables  from and amounts payable to these related parties (as well as other
related  parties) have been segregated in the accompanying financial statements.
For  contract  drilling  projects where the Company acts strictly as operator of
drilling,  the  Company  makes  cash  calls  to  participants  when  drilling
expenditures  exceed  participant  contributions. Excess project funding is held
until  it  is  determined  that no further requirement exists for abandonment or
plugging  back  of project wells, at which time the funds are refunded. In 2000,
the Company expensed $490,921 worth of joint venture project costs attributed to
a  dry  hole  project.

Sale  of  Oil  and  Gas  Prospects
----------------------------------

The  Company  sells  the  rights  to unproven oil and gas prospects to the joint
ventures  created  for  drilling  and  exploration  activities.  These  amounts
represent  the Company's costs of leasing and acquiring the prospects, and other
geological and geophysical costs (hereafter referred to as "GGLA") plus a profit
to  the Company. The Company recognizes gain on the sale of prospect GGLA at the
point when the joint venture is fully funded, as the portion of the project cost
attributed  to  GGLA  is  nonrefundable  upon  completion  of  project  funding.

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,
except  those  GGLA  expenditures  incurred  on behalf of joint venture drilling
projects,  which  the Company defers until the GGLA is sold at the completion of
project  funding  and  the  target prospect is drilled. Expenditures incurred in
drilling  exploratory wells are accumulated as work in process until the Company
determines  whether the well has encountered commercial oil and gas reserves. If
the  well  has  encountered  commercial  reserves,  the  accumulated  cost  is
transferred  to  oil and gas properties; otherwise, the accumulated cost, net of
salvage  value,  is  charged  to  dry  hole expense. If the well has encountered
commercial  reserves  but  cannot  be classified as proved within one year after
discovery, then the well is considered to be impaired, and the capitalized costs
(net of any salvage value) of drilling the well are charged to expense. In 2000,
2001,  and  2002 there was $0, $0, and $45,143, respectively, charged to expense
for  impairment  of  exploratory  well  costs.  Depletion,  depreciation  and
amortization  of  oil  and gas producing properties are computed on an aggregate
basis using the units-of-production method based upon estimated proved developed
reserves.

<PAGE>

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

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.  The provisions of SFAS 121 are applicable to proved properties and
our  costs  of  wells  and  related equipment. Periodically, if there is a large
decrease  in  oil and gas reserves or production on a property, or if a dry hole
is  drilled  on  or  near  one  of  its  properties  the Company will review the
properties  for impairment. SFAS 121 also established 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. If the carrying amount exceeds the undiscounted future net revenues,
an  impairment  is recognized equal to the difference between the carrying value
and the discounted estimated future net revenues of that property, which closely
reflects  fair  market  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.  Impairment  of non-producing
leasehold  costs  and  undeveloped  mineral  and  royalty interests are assessed
periodically  on  a  property-by-property  basis, and any impairment in value is
currently  charged  to  expense. In addition, we assess the capitalized costs of
unproved  properties  periodically  to  determine  whether  their value has been
impaired  below  the  capitalized  costs. We recognize a loss to the extent that
such  impairment  is indicated. In making these assessments, we consider factors
such  as  exploratory  drilling  results,  future  drilling  plans,  and  lease
expiration  terms. When an entire interest in an unproved property is sold, gain
or loss is recognized, taking into consideration any recorded impairment. When a
partial  interest  in  an  unproved property is sold, the amount is treated as a
reduction  of the cost of the interest retained. 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.

Based  on  the  Company's  experience,  management  believes  site  restoration,
dismantlement,  and  abandonment  costs net of salvage value to be immaterial in
relation  to operating costs.  These costs are currently expensed when incurred.

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

The  Company  has  invested  in several gold mineral properties with exploration
potential.  All  mineral claim acquisition costs and exploration and development
expenditures  are  charged to expense as incurred. We capitalize acquisition and
exploration  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). Currently no amounts have been
capitalized.

Advances  from  Joint  Venture  Participants
--------------------------------------------

Advances  received  by  the  Company  from  joint  venture partners for contract
drilling  projects,  which are to be spent by the Company on behalf of the joint
venture  partners,  are classified within operating inflows on the basis they do
not  meet  the  definition  of  finance  or  investing activities. When the cash
advances  are  spent,  the payable is reduced accordingly. These advances do not
contribute  to the Company's operating profits and are accounted or/disclosed as
balance  sheet  entries  only  i.e.  within  cash  and  payable to joint venture
participants.



NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

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  and  Fair  Value  of  Financial  Instruments
-----------------------------------------------------------------------------

As  discussed  in  Note 7, the Company sells oil, gas and natural gas liquids to
primarily  one  purchaser  located  in  the  northern  California  region.

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.

Fair  value  of  financial  instruments are estimated to approximate the related
book value, unless otherwise indicated, based on market information available to
the  Company.

STOCK  BASED  COMPENSATION  PLANS
---------------------------------

The  Company  has  adopted  only  the  disclosure  requirements of SFAS No. 123,
Accounting  for  Stock-Based Compensation, and has elected to continue to record
stock-based  compensation  expense using the intrinsic-value approach prescribed
by  Accounting  Principles  Board  ("APB")  Opinion  25.  The application of APB
Opinion  25  has  further been clarified by Financial Accounting Standards Board
("FASB")  Interpretation  No. 44, "Accounting for Certain Transactions involving
Stock  Compensation".  Accordingly,  the  Company computes compensation cost for
each  employee  stock  option  granted  as the amount by which the quoted market
price  of the Company's common stock on the date of grant exceeds the amount the
employee  must  pay  to  acquire the stock. The amount of compensation costs, if
any,  is  charged  to  operations  over  the  vesting  period.

Revenue  Recognition
--------------------

OIL  AND  GAS  SALES

Crude  oil and natural gas revenues are recognized as production takes place and
the sale is completed and the risk of loss transfers to a third party purchaser.

DRILLING  PROJECTS

For  turnkey  drilling  projects, amounts received for drilling activities which
have  not  been  completed  are  deferred and reported as liabilities within the
joint  venture  advance  liability.  The  costs of turnkey drilling projects are
reimbursed  by  the  drilling  partnership  on  a  periodic basis and carried in
Company  inventory  until  drilling  is  completed.  The  Company  follows  the
completed  contract  method of accounting for its turnkey drilling projects, and
recognizes  revenue  on  the  turnkey project when drilling is complete.  During
2002,  two  drilling  projects  were  performed  on  a  turnkey  basis.



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.

SUPPLEMENTAL  DISCLOSURE  OF  NON-CASH  ACTIVITIES
--------------------------------------------------

During  2002,  the  Company  issued  70,000  shares  of  common  stock valued at
$119,700,  of  which  63,900  shares  were  issued  from treasury, to an outside
consultant  for  services.

During  2002,  the  Company issued 4,500 shares of common stock to an officer in
exchange  for  a  $2,250 receivable.   The shares were under the Company's stock
option  plan.

Treasury  Stock
---------------

The  Company  records  acquisition  of  its  capital stock for treasury at cost.
Differences  between  proceeds for reissuance of treasury stock and average cost
are  charged  to  retained  earnings  or credited thereto to the extent of prior
charges  and  thereafter  to  capital  in  excess  of  par  value.

Recently  Issued  Accounting  Pronouncements
--------------------------------------------

In  June  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statements  of  Financial  Accounting  Standards No. 141 "Business Combinations"
("SFAS  141")  and  No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS  141 requires all business combinations initiated after June 30, 2001 to be
accounted for under the purchase method. For all business combinations for which
the  date  of  acquisition  is  after  June  30, 2001, SFAS 141 also establishes
specific  criteria  for  the  recognition  of  intangible assets separately from
goodwill.  SFAS 141 also requires unallocated negative goodwill (in a case where
the  purchase price is less than fair market value of the acquired assets) to be
written  off  immediately  as  an  extraordinary  gain, rather than deferred and
amortized.  SFAS  142  changes  the accounting for goodwill and other intangible
assets  after an acquisition. The most significant changes made by SFAS 142 are:
1)  goodwill  and  intangible  assets  with  indefinite  lives will no longer be
amortized;  2)  goodwill  and  intangible  assets  with indefinite lives must be
tested  for  impairment  at  least  annually; and 3) the amortization period for
intangible  assets  with  finite  lives  will  no longer be limited to 40 years.

Goodwill  and  intangible  assets  acquired  in  business combinations completed
before  July  1,  2001  will  continue  to be amortized prior to the adoption of
Statement  No.  142.  Statement No. 141 will require, upon adoption of Statement
No.  142,  that the Company evaluate its existing intangible assets and goodwill
that  were  acquired  in  a prior purchase business combination, and to make any
necessary  reclassifications  in  order  to  conform  with  the  new criteria in
Statement  No.  141  for  recognition  apart  from  goodwill.  Upon  adoption of
Statement No. 142, the Company will be required to reassess the useful lives and
residual  values  of  all  intangible  assets  acquired  in  purchase  business
combinations,  and make any necessary amortization period adjustments by the end
of  the  first  interim  period  after  adoption.  In addition, to the extent an
intangible  asset is identified as having an indefinite useful life, the Company
will  be required to test the intangible asset for impairment in accordance with
the  provisions  of  Statement  No.  142  within  the  first interim period. Any
impairment  loss  will  be measured as of the date of adoption and recognized as
the  cumulative  effect of a change in accounting principle in the first interim
period.  In  connection  with  the  transitional goodwill impairment evaluation,
Statement  No.  142  will  require  the  Company  to  perform  an assessment, by
reporting  unit,  of whether there is an indication that goodwill is impaired as
of the date of adoption. Management believes the Company has one reporting unit.
The  Company  will  then  have  up  to  six  months from the date of adoption to
determine  the  fair value of its reporting unit and compare it to the reporting
unit's  carrying  amount.  To  the  extent  the reporting unit's carrying amount
exceeds  its fair value, an indication exists that the reporting unit's goodwill
may be impaired and the Company must perform the second step of the transitional
impairment  test.  In the second step, the Company must compare the implied fair
value  of  the reporting unit's goodwill, determined by allocating the reporting
unit's  fair  value  to  all  of  it  assets  (recognized  and unrecognized) and
liabilities  in  a  manner  similar to a purchase price allocation in accordance
with  Statement  No.  141,  to  its  carrying  amount,  both  of  which
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

Recently  Issued  Accounting  Pronouncements  (Continued)
---------------------------------------------------------

would be measured as of the date of adoption. This second step is required to be
completed  as  soon  as  possible,  but  no  later  than  the end of the year of
adoption.  Any transitional impairment loss will be recognized as the cumulative
effect  of  a  change  in  accounting  principle  in  the Company's statement of
earnings.  SFAS  142 is effective for the fiscal year beginning January 1, 2002.
As  of the date of adoption, the Company expects to have unamortized goodwill in
the amount of $212,414 all of which will be subject to the transition provisions
of  Statements 141 and 142. Amortization expense related to goodwill was $10,846
per  year  for the fiscal years 2001 and 2000. The Company does not believe that
the  adoption  of  these statements will have a material effect on its financial
position,  results  of  operations  or  cash  flows.

In  June  2001,  the  FASB also approved for issuance SFAS 143 "Asset Retirement
Obligations."  SFAS  143  establishes  accounting  requirements  for  retirement
obligations  associated  with  tangible  long-lived  assets  such  as  wells and
production  facilities. SFAS 143 guidance covers (1) the timing of the liability
recognition,  (2)  initial measurement of the liability, (3) allocation of asset
retirement  cost to expense, (4) subsequent measurement of the liability and (5)
financial statement disclosures. SFAS 143 requires that an asset retirement cost
should  be  capitalized as part of the cost of the related long- lived asset and
subsequently  allocated  to  expense using a systematic and rational method. The
adoption  of  SFAS  143  could  result  in (1) an increase of total liabilities,
because  more  retirement  obligations  are  required  to  be recognized, (2) an
increase  in  the  recognized  cost  of assets, because the retirement costs are
added  to  the  carrying  amount  of the long-lived asset and (3) an increase in
operating  expense  because  of  the  accretion of the retirement obligation and
additional  depreciation  and  depletion.  The  Company adopted the statement on
January  1,  2003. The transition adjustment resulting from the adoption of SFAS
143  will be reported as a cumulative effect of a change in accounting principle
in  January  2003.  The  adoption of this standard had no material impact on its
financial  position,  results  of  operations,  or  cash  flows.

In  August 2001, the FASB also approved SFAS 144, "Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets"  ("SFAS 144"). SFAS 144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of." The new accounting model for long-lived assets to be disposed
of  by sale applies to all long-lived assets, including discontinued operations,
and  replaces  the  provisions  of  APB  Opinion  No.  30, "Reporting Results of
Operations-Reporting  the  Effects  of Disposal of a Segment of a Business", for
the  disposal of segments of a business. SFAS 144 requires that those long-lived
assets  be  measured  at the lower of carrying amount or fair value less cost to
sell,  whether  reported in continuing operations or in discontinued operations.
Therefore,  discontinued operations will no longer be measured at net realizable
value  or  include amounts for operating losses that have not yet occurred. SFAS
144  also  broadens  the  reporting  of  discontinued  operations to include all
components  of an entity with operations that can be distinguished from the rest
of  the  entity  and  that will be eliminated from the ongoing operations of the
entity  in  a disposal transaction. The provisions of SFAS 144 are effective for
financial  statements  issued for fiscal years beginning after December 15, 2001
and  therefore  were  adopted  by  the  Company  in  2002.  The adoption of this
statement  did  not  impact  the  Company's  financial  position,  results  of
operations,  or  cash  flows.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44  and  64,  Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS  145,  which  is  effective  for fiscal years beginning after May 15, 2002,
provides  guidance  for  income  statement classification of gains and losses on
extinguishment  of debt and accounting for certain lease modifications that have
economic  effects  that are similar to sale-leaseback transactions. The adoption
of  this  statement  did not impact the Company's financial position, results of
operations,  or  cash  flows.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities."  SFAS  146  nullifies the guidance of the
Emerging  Issues  Task  Force  (EITF) Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability  for  a  cost  that is associated with an exit or disposal activity be
recognized  when  the liability is incurred. SFAS 146 also establishes that fair
value  is  the  objective  for  the  initial  measurement  of the liability. The
provisions  of  SFAS  146  are required for exit or disposal activities that are
initiated after December 31, 2002. The adoption of this statement did not impact
the  Company's  financial  position,  results  of  operations,  or  cash  flows.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition  and Disclosure." SFAS 148 amends FASB Statement No.
123, "Accounting for Stock-Based Compensation" to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this Statement amends the
disclosure  requirements  of  Statement  123 to require prominent disclosures in
both  annual and interim financial statements about the method of accounting for
stock-based  employee  compensation  and  the  effect  of the method used on the
reported  results.  The  provisions  of  SFAS  148  are  effective for financial
statements for fiscal years ending after December 15, 2002. The adoption of this
statement  did  not  impact  the  Company's  financial  position,  results  of
operations,  or  cash  flows.


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

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

                          December 31,          December 31,
                                  2002          2001

Oil  and  Gas  -  California
----------------------------
     Proved  properties,  net  of  accumulated  depletion  of  $587,030
       and  $562,311  at  December  31,  2002  and  2001,  respectively      $
109,355           $             190,396
     Unproved  properties                  1,710,437
1,692,702

     Total  Oil  and  Gas  Properties                  1,819,792
1,883,098

Other  Property  and  Equipment
-------------------------------
     Land                       12,281                            12,281
     Building,  net  of  accumulated  depreciation
       $11,751  and  $10,623  at  December  31,
       2002  and  2001,  respectively                       38,644
39,771
     Transmission  tower                       45,000
45,000
     Office  equipment,  vehicle,  and  leasehold  improvements  net  of
       accumulated  depreciation  of  $159,731  and  $151,195  at
       December  31,  2002  and  2001, respectively                       58,784
30,307

     Total  Other  Property  and  Equipment                     154,709
127,359

Property  and  Equipment  (Net)      $          1,974,501           $
2,010,457


NOTE  3  -  NOTES  PAYABLE
            --------------
                          December 31,          December 31,
                                  2002          2001

Note  payable  to  Union  Bank  dated  July  29,2002;
secured  by  a  vehicle;  interest  at  8.3%;  payable
in  60  monthly  installments  of  $602.      $               27,638           $
-
NOTE  3  -  NOTES  PAYABLE  (Continued)
            --------------

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  installments  of  $380.                         8,371
12,062

                       40,583                            16,636
Less  current  portion                       13,792
8,265

Long-term  portion  of  notes  payable      $               26,791           $
8,371


Maturities  of  long-term debt for the years subsequent to December 31, 2002 are
as  follows:

                                   Year Ended
                                  December 31,

2003           $               13,792
2004                              9,986
2005                              6,100
Thereafter                            10,705

           $               40,583


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

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

The Company has a qualified and a nonqualified stock option plan, which provides
for  the  granting  of  options  to key employees, consultants, and non-employee
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 immediately, however, the plan expires
in  August  2008.

The  purpose  of  the Company's stock option plans is to further the interest of
the Company by enabling officers, directors, employees, consultants and advisors
of  the  Company to acquire an interest in the Company by ownership of its stock
through  the  exercise  of  stock  options and stock appreciation rights granted
under  its  stock  option  plan.

The Company has adopted SFAS No. 123, "Accounting for Stock-Based Compensation,"
which  permits entities to recognize as expense over the vesting period the fair
value  of  all  stock-based awards on the date of grant. Alternatively, SFAS 123
allows  entities to continue to measure compensation cost for stock-based awards
using  the  intrinsic value based method of accounting prescribed by APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and to provide pro forma net
income  and  pro forma earnings per share disclosures as if the fair value based
method defined in SFAS 123 had been applied. The Company has elected to continue
to  apply  the  provisions  of  APB  25  and  provide  the  pro forma disclosure
provisions  of  SFAS  123.  For  stock  options  granted,  the  option  price
NOTE  4  -  RELATED  PARTY  TRANSACTIONS  (Continued)
            ----------------------------

 was  not  less than the market value of shares on the grant date, therefore, no
compensation  cost  has  been  recognized. Had compensation cost been determined
under  the  provisions  of  SFAS  123,  there  would  have been no effect on the
Company's  net  income  and  earnings per share for the years ended December 31,
2000,  2001,  and  2002  as  the  fair value of the Company's stock exceeded the
weighted  average  fair  value  of  the  options  granted.

The  fair  value  of  each  option  grant  is estimated on the date of grant the
Black-Scholes  American option-pricing model with the following weighted-average
assumptions  used  for grant in 2002, 2001 and 2000, respectively. Expected life
of  5,  6,  and  7  years  for  2002,  2001  and 2000, respectively, no expected
dividends,  expected  volatility  of  98.04  percent for 2002, 82.91 percent for
2001,  and  89.28  and  89.97  percent  for 2000 and risk-free interest rates of
3.86,  4.85,  and  5.25  percent,  respectively.

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

A  summary of the status of the Company's fixed stock option plan as of December
31,  2002  and  2001,  and  changes  during  the  years ending on those dates is
presented  below:

                           2002          2001          2000
                              Weighted-                    Weighted-
                              ---------
                                    Weighted-
                 Average                    Average                    Average
                Exercise                    Exercise                    Exercise
          Shares          Price          Shares          Price          Shares
                                      Price
Fixed  Options
--------------

Outstanding  at  beginning  of  year        3,229,000           $       1.26
2,644,000           $       1.20             1,248,000           $       0.77
Granted                      -           $           -                700,000
$       1.35             1,410,000           $       1.57
Exercised           (20,500)           $       0.50              (115,000)
$       1.50                (14,000)           $       0.50
Cancelled         (248,000)           $       1.36                           -
-

Outstanding  at  end  of  year        2,960,500           $       1.25
3,229,000           $       1.26             2,644,000           $       1.20

Options exercisable at year-end        2,960,500                       3,229,000
2,644,000

Weighted-average  fair  value  of
  options  granted  during  the  year      $            -                     $
1.02                     $         1.30

The following table summarizes information about fixed stock options outstanding
at  December  31,  2002:
                                       Options Outstanding and Exercisable
                                          Weighted-Average
              Number Outstanding          Remaining          Weighted-Average
   Range of Exercise Prices          at December 31, 2002            Contractual
                        Life              Exercise Price

$.50  -  $2.43                                2,960,500
6.15           $                        1.25

A summary of option transactions during the years ended December 31, 2002, 2001,
and  2000  is  presented  below:
                           Number          Weighted-Average
                          of Shares          Exercise Price

       Outstanding at December 31, 1999                1,248,000           $
                                      0.77


NOTE  4  -  RELATED  PARTY  TRANSACTIONS  (Continued)
            ----------------------------

    Issued                1,410,000                                     1.57
  Exercised                   (14,000)                                     0.50

Outstanding  at  December  31,  2000                2,644,000
1.20

Issued                   700,000                                     1.35
Exercised                 (115,000)                                     0.50

Outstanding  at  December  31,  2001                3,229,000
1.26

Issued                              -                                        -
Exercised                   (20,500)                                     0.50
Cancelled                 (248,000)                                     1.36

Outstanding  at  December  31,  2002                2,960,500
1.25

Exercisable  at  December  31,  2002                2,960,500
1.25

Available  for  Issuance  at  December  31,  2002                   490,000


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

The  following is known to the Company to be the only beneficial owners of 5% or
more  of  the  Company's  outstanding  common  stock  at  December  31,  2002:

                           Ownership Shares          Percentage

              F. Lynn Blystone          1,332,764     (1)     6.40%
                Dennis Vaughan          1,009,200          5.10%

(1)  Includes  886,500  stock  options  that  he  has  the  right  to  exercise.

                                  PARTNERSHIPS
                                  ------------

Tri-Valley  is  a  general  partner  and  operator  of  the Tri-Valley Oil & Gas
Exploration  Programs  1971-1  and  Martins-Severin  Partnerships.  The  Company
accounts  for  these  partnerships  on  the  equity  method.  Oil and gas income
produced  follows:
               December 31,          December 31,          December 31,
                           2002          2001          2000

Partnership  income,  net  of  expenses      $               18,299           $
51,542           $             140,833

NOTE  5  -  EARNINGS  PER  SHARE
            --------------------

Full  year  basic earnings (loss) per share for the Company were $.04, $.00, and
$(.07)  in  2002,  2001  and  2000, respectively, and were based on the weighted
average  shares  outstanding  of  19,702,054  in  2002,  19,495,693  in  2001,
NOTE  5  -  EARNINGS  PER  SHARE(Continued)
            --------------------

and  19,293,188 in 2000.  Diluted earnings (loss) per share for the Company were
$.04,  $.00,  and  $(.07)  in  2002,  2001  and 2000, respectively.  The diluted
earning  per share amounts are based on weighted average shares outstanding plus
common  stock  equivalents.  Common  stock equivalents include stock options and
awards, and common stock warrants, and totaled 2,698,500 in 2002, 0 in 2001, and
0  in  2000.  Common  stock equivalents excluded from the calculation of diluted
earnings  per share because the effect was antidilutive were 960,000, 3,729,000,
and  2,644,000  in  2002,  2001  and  2000,  respectively.

NOTE  6  -  INCOME  TAXES
            -------------
At  December  31,  2002,  the  Company  had  available  net operating loss carry
forwards  for  financial  statements  and  federal  income  tax  purposes  of
approximately $1,040,000. These loss carryforwards expire between 2002 and 2014.

The  components  of  the  net  deferred  tax  assets  were  as  follows:
               December 31,          December 31,          December 31,
                           2002          2001          2000

Deferred  Tax  Assets:
  Net  operating  loss  carryforwards      $               45,667           $
606,550           $             802,644
  Statutory  depletion  carryforwards                     297,217
291,276                          259,233

Total  Deferred  Tax  Assets                     342,884
897,826                       1,061,877
Valuation Allowance                   (342,884)                        (897,826)
(1,061,877)

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.

The  reconciliation  of  federal  taxable  income  follows:
               December 31,          December 31,          December 31,
                           2002          2001          2000

Income  (loss)  before  tax      $        845,130           $       (117,975)
$    (1,360,263)

Computed  "expected"  tax  (benefit)      $        304,344           $
(40,112)           $       (462,489)

State  tax  liability                  76,000                                 -
-

Utilization  (non-utilization)  of  operating  loss  carryover
(304,344)                       40,112                     462,489

Total  income  tax  provision      $          76,000           $
-           $                    -

NOTE  7  -  MAJOR  CUSTOMERS
            ----------------
Oil  and  Gas
-------------

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


NOTE  7  -  MAJOR  CUSTOMERS(Continued)
            ----------------
Oil  and  Gas
-------------
                                     A          Other
Period  Ended:
  December  31,  2000           $             994,553           $
50,460

  December  31,  2001           $          1,597,771           $
-

  December  31,  2002           $             752,971           $
-

Substantially,  all  oil  and gas sales have occurred in the northern California
gas  market.

NOTE  8  -  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 2002, 2001, and 2000:
                 Oil and Gas          Precious          Drilling and
            Production          Metals          Development          Total
Year  Ended  December  31,  2002
Revenues  from  External  Customers      $       771,621           $
-           $    5,421,782           $    6,193,403
Interest  Revenue      $         19,534           $                   -
                      -----------------          ----------------------
$                   -           $         19,534
---------------------          -----------------
Interest  Expense      $           1,838           $                   -
                      ------------------          ----------------------
 $                   -           $           1,838
----------------------          ------------------
Expenditures  for  Segment  Assets      $       155,132           $
                                       ----------------          --
-           $                   -           $       155,132
-          ----------------------          ----------------
Depreciation,  Depletion,  and  Amortization      $         34,384           $
                                                 -----------------          --
-           $                   -           $         34,384
-          ----------------------          -----------------

Total  Assets      $    4,648,787           $                   -           $
-           $    4,648,787

Net  Income  (Loss)      $      (835,452)           $      (169,111)           $
1,773,693           $       769,130

Year  Ended  December  31,  2001
Revenues  from  External  Customers      $    1,656,265           $
-           $                   -           $    1,656,265
Interest  Revenue      $         23,597           $                   -
                      -----------------          ----------------------
$                   -           $         23,597
---------------------          -----------------
Interest  Expense      $           4,761           $                   -
                      ------------------          ----------------------
 $                   -           $           4,761
----------------------          ------------------
Expenditures  for  Segment  Assets      $       702,613           $
                                       ----------------          --
-           $                   -           $       702,613
-          ----------------------          ----------------
Depreciation,  Depletion,  and  Amortization      $         60,962           $
                                                 -----------------          --
-           $                   -           $         60,962
-          ----------------------          -----------------

Total  Assets      $    3,381,757           $                   -           $
-           $    3,381,757

Net  Income  (Loss)      $       396,063           $      (223,643)           $
(290,395)           $      (117,975)
NOTE  8  -  FINANCIAL  INFORMATION  RELATING  TO  INDUSTRY  SEGMENTS(Continued)
            --------------------------------------------------------

Year  Ended  December  31,  2000
Revenues  from  External  Customers      $    1,044,013           $
-           $                   -           $    1,044,013
Interest  Revenue      $         99,234           $                   -
                      -----------------          ----------------------
$                   -           $         99,234
---------------------          -----------------
Interest  Expense      $         19,730           $                   -
                      -----------------          ----------------------
$                   -           $         19,730
---------------------          -----------------
Expenditures  for  Segment  Assets      $       293,489           $
                                       ----------------          --
-           $                   -           $       293,489
-          ----------------------          ----------------
Depreciation,  Depletion,  and  Amortization      $         57,400           $
                                                 -----------------          --
-           $                   -           $         57,400
-          ----------------------          -----------------

Total  Assets      $    4,053,257           $                   -           $
-           $    4,053,257

Net  Income  (Loss)      $   (1,118,732)           $      (162,741)           $
(78,790)           $   (1,360,263)


NOTE  9  -  COMMON  STOCK
            -------------

During  2002  we  issued  the  following  shares  of  common stock. All of these
securities were issued pursuant to privately negotiated transactions in reliance
on  the  exemption  contained  in  Section  4(2)  of  the  Securities  Act.

-     One  officer  and one former employee exercised options to purchase 20,500
common  shares at $.50 each.  Included as a component of shareholder's equity is
a  $2,250  receivable  from  the  officer  for  shares  received.

-     We  issued  10,000  shares  to  the  Company's  President,  Lynn Blystone,
pursuant  to  an  employment  contract.  The  closing market price of our common
stock  on  the  date  we  awarded  these  shares  was  $1.17.

-     We  issued  70,000 shares to Richard Langley for services, of which 63,900
shares  were issued from treasury stock.  The closing market price of our common
stock  on  the  date  we  awarded  these  shares  (December 18, 2002) was $1.71.


NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES
             -------------------------------

Litigation
----------

The  Company  is  a defendant in an action filed by Armstrong Petroleum alleging
the  Company  failed  to  make correct royalty payments to Armstrong for several
years.  In  2002,  Armstrong  was  awarded  a  judgment  against the Company for
$141,500.  The  Company  believes  the judgment was based on incorrect facts and
has  filed  an appeal.  The Company was required to post a cash bond of $212,000
with  the appeal.  The bond amount is included in Deposits at December 31, 2002.
The Company believes it will prevail in its appeal and the likelihood of loss is
less  than  probable.  Included in accounts payable at December 31, 2002 certain
estimated  expenses  have  been  accrued  in  connection  with  the  appeal.

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.

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES  (Continued)
             -------------------------------

Natural  Gas  Contracts
-----------------------

The  Company sells its gas under one gas contract. The contract is effective for
a twelve month period and is renegotiated annually. During 2000, 2001, and 2002,
the  Company  sold  all of its produced gas under these agreements. The terms of
the  agreements are identical among the contracts. During 2002, the terms of the
agreements  were  as  follows: 100% percent of the produced gas was purchased at
the  monthly  spot  price,  which  is the PG&E Citygate price.  During 2001, the
terms  of  the  agreements were as follows: 100% percent of the produced gas was
purchased  at  the  monthly spot price, which is the PG&E Citygate price. During
2000, the terms of the agreements were as follows: Sixty percent of the produced
gas  was  purchased  at  a fixed price of $2.35, the remaining forty percent was
purchased  at  the  monthly  spot  price,  which  is  the  PG&E  Citygate price.

Joint  Venture  Advances
------------------------

As  discussed  in  Note  1,  the  Company  receives  advances from joint venture
participants,  which  represent  funds  raised  to  drill exploratory wells. The
Company  receives a carried working interest if the well is successfully drilled
and  completed. The Company acts as both the fiduciary agent and Operator during
the  period required to drill and equip the well, and as Operator while the well
is produced. The Company is obligated to use these funds for expenditures of the
joint  venture  prospect.  The joint venture agreements specify that the Company
must  drill  the  subject  well  or substitute another prospect. Some agreements
require  that  the  interest earned on joint venture advances be credited to the
project  account.  Expenditures of the projects are charged directly against the
obligation.

The  balance  of  the  joint  venture  advance  represents  the  sum  of amounts
contributed  for  drilling  prospects,  net  of  expenditures  for the projects.
Residual project balances are held until the Company makes a final determination
concerning  any  remedial  obligations  of  the  joint venturers. The balance at
December  31,  2002  consists  primarily  of  the  following  projects:

OPUS
----

The Opus Drilling Program is a multi-well drilling program covering more than 24
prospects.  The Company began fund raising for the Opus program in late 2001 and
2002.  To  date, the Program has drilled 3 wells, which include the Aurora 1-19,
the  Sunrise-Mayel 2H, and the Sonata 3-1.  The Aurora and Sonata wells were not
commercially
productive.  Testing  continues  on the Sunrise well.  All projects are turn-key
projects,  with turn-key drilling costs and completion costs for each well fixed
in  the  drilling  program  Memorandum.  The Opus Drilling Program joint venture
status  at  December  31,  2002,  which is included in the joint venture advance
liability,  is  as  follows:

Total  Opus  Contributions                $          6,105,250
Total  Opus  Expenditures                $          4,982,561
                                        =====================


Ekho
----

The  Ekho  project was originally a three-well project, which commenced February
7, 2000 with the first well. The first well has been drilled to its target depth
of  just  over  19,000  feet. The original majority joint interest partners were
unable  to  fulfill  their  obligations  to  continue  to  fund  well completion
activities.  The Company is currently seeking substitute partners to raise funds
to fracture and complete the well. Ekho joint venture project status at December
31,  2002,  which  is  included  in  the  joint  venture advance, is as follows:

Total  Ekho  joint  venture  contributions                $        10,604,300
Total  Ekho  joint  venture  expenditures                $        10,878,236
                                                        ====================
Interest  credited  to  the  joint  account                $             246,749
                                                          ======================

NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES  (Continued)
             -------------------------------

Leases
------

The  Company  leases  its office space on a three year lease which has 19 months
remaining.

Stock  Sale  Agreement
----------------------

Effective  February 6, 2002, the Company completed a Securities Act registration
of 8,500,000 shares of its common stock to be sold to Swartz Private Equity, LLC
("Swartz")  under  an  Investment Agreement dated September 13, 2001 for a total
value  of  up  to $15,000,000, subject to a formula based on the Company's stock
price  and trading volume, over a three year period beginning from the effective
date of the registration.  The Company may also receive an additional $1,210,000
from  sales  to  Swartz on the exercise of outstanding warrants. The proceeds of
the  sale  will  be  used  to  finance property acquisition and development, for
working  capital,  and  to  pay  the  expenses  of  the  offering.

Under  the  Investment Agreement with Swartz, when the common shares are sold to
Swartz  the  Company  will receive the lesser of (1) 93% of the market price for
the Company's stock or (2) the market price minus $0.12 per share. The number of
shares  sold to Swartz may not exceed 15% of the aggregate trading volume during
the  twenty trading days following the date the Company invokes a put right, and
is  subject  to  other  volume  limitations.

Common  Stock  Warrants
-----------------------

On  April  20,  2001, the Company issued 500,000 common stock warrants to Swartz
Private  Equity,  LLC.  The  warrants  are  exercisable at $2.42 per warrant and
expire  on  April  20,  2006.



<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.

Disclosures  of  oil  and  gas  reserves,  which  follow, are based on estimates
prepared by independent engineering consultants for the years ended December 31,
2002,  2001,  and  2000.  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  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 fair market 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:

               December 31,          December 31,          December 31,
                           2002          2001          2000

Aggregate  capitalized  costs:
  Proved  properties      $          752,706           $          752,706
$          752,706
  Unproved  properties               1,449,119                    1,692,702
990,089
  Accumulated  depletion, depreciation and amortization                (587,030)
(562,310)                     (525,916)

Net  capitalized  assets      $       1,614,795           $       1,833,098
$       1,216,879


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

               December 31,          December 31,          December 31,
                           2002          2001          2000

Acquisition  of  producing  properties  and  productive  and
  non-productive  acreage      $                    -           $
-           $          56,320

Exploration  costs      $        118,119           $        702,613           $
227,568


<PAGE>
------
Results  of  operations  from  oil  and  gas  producing  activities
-------------------------------------------------------------------

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

               December 31,          December 31,          December 31,
                           2002          2001          2000

Sales  to  unaffiliated  parties      $           771,621           $
1,656,265           $        1,045,013
Production  costs                 (224,320)                      (332,160)
(601,946)
Depletion,  depreciation  and  amortization                   (24,719)
(38,388)                        (29,634)

                   522,582                     1,285,717
413,433
Income  tax  expense                 (187,057)                      (461,867)
(144,489)

Results  of  operations  from  activities  before
  extraordinary  items  (excluding
  corporate  overhead  and  interest costs)      $           335,525           $
823,850           $           268,944

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, 2002, 2001, and 2000, and
changes in such quantities during each of the years then ended, were as follows:
       December 31, 2002          December 31, 2001          December 31, 2000
         Oil          Gas          Oil          Gas          Oil          Gas
         ---          ---          ---
           (BBL)          (MCF)          (BBL)          (MCF)          (BBL)
                                      (MCF)

Proved  developed  and  undeveloped  reserves:
  Beginning  of  year           164             1,684,757                299
1,842,672                185             1,540,004
  Revisions  of  previous  estimates  extensions,
    discoveries  and  other  additions             15                  40,066
(121)                  72,477                164                551,679
  Production           (29)              (232,578)                (14)
(230,392)                (50)              (249,011)

End  of  year           150             1,492,245                164
1,684,757                299             1,842,672

Proved  developed  reserves:
  Beginning  of  year           164             1,684,757                299
1,842,672                185             1,540,004

  End  of  year           150             1,492,245                164
1,684,757                299             1,842,672

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,  2002,  2001,  and  2000.

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.

Standardized  measure of discounted future net cash flows relating to proved oil
--------------------------------------------------------------------------------
and  gas  reserves  (Continued)
------------------

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.

               December 31,          December 31,          December 31,
                           2002          2001          2000

Future  cash in flows      $     5,791,416           $     4,231,473           $
25,127,878*
Future  production  and  development  costs            (1,297,906)
(1,293,017)                 (1,975,633)
Future  income  tax expenses            (1,202,626)                    (430,547)
(7,951,963)

Future  net  cash  flows             3,290,884                  2,507,909
15,200,282
10%  annual  discount  for  estimated timing of cash flows             1,066,614
1,502,899                  6,716,556

Standardized  measure  of  discounted  future net cash flow      $     2,224,270
$     1,005,010           $     8,483,726

*  Refer to the following table for analysis in changes in standardized measure.

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.

               December 31,          December 31,          December 31,
                           2002          2001          2000

Standardized  measure  -  beginning  of  period      $     1,005,010           $
8,483,726           $     1,217,249

Sales  of  oil and gas produced, net of production costs               (547,301)
(60,294)                    (443,067)
Revisions  of  estimates  of  reserves  provided  in  prior  years:
  Net  changes  in  prices             2,432,433                 (1,336,765)
10,411,028
  Revisions  of  previous  quantity  estimates                166,536
(295,610)                  3,186,723
  Extensions  and  discoveries                            -
495,354                     694,792
  Purchases  of  minerals  in  place                            -
-                     842,668
Accretion  of  discount                274,545                     117,937
1,306,674
Changes  in  production  rates  (timing)  and  other               (334,874)
1,122,078                    (902,506)
Net  change  in  income taxes              (772,079)                 (7,521,416)
(7,829,835)

Net  increase  (decrease)              1,219,260                 (7,478,716)
7,266,477

Standardized  measure  -  end  of  period      $     2,224,270           $
1,005,010           $     8,483,726


Quarterly  Financial  Data  (Unaudited)
---------------------------------------

                                         2002

                 First          Second          Third          Fourth
              Quarter          Quarter          Quarter          Quarter

Operating  Revenues      $       182,734           $       857,241           $
3,923,875           $    1,321,060

Net  Income  (Loss)      $      (264,117)           $      (360,283)           $
1,071,553           $       321,977

Net  Income  (Loss)  per  Common  Share      $            (0.01)           $
(0.02)           $             0.05           $             0.02



                                         2001

                 First          Second          Third          Fourth
              Quarter          Quarter          Quarter          Quarter

Operating  Revenues      $       749,810           $       614,146           $
298,560           $       467,671

Net  Income  (Loss)      $       252,254           $         64,206           $
(172,172)           $      (262,263)

Net  Income  (Loss)  per  Common  Share      $             0.01           $
-           $            (0.01)           $            (0.01)



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

ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
-------------------------------------------------------------------

All  directors  of  the  Company  serve  one  year  terms from the time of their
election  to  the  time their successor is elected and qualified.  The following
information  is  furnished  with respect to each director and executive officer:

                    Year  First
                    Became  Director  or          Position  With
Name  of  Director          Age          Executive  Officer          Company

F.  Lynn  Blystone          67          1974          President,  CEO, Director,
TVC
                              CEO  and  Director,  TVOG
                              President,  CEO,  Director,  TVPC

Dennis  P.  Lockhart(1)          56          1982          Director

Milton  J.  Carlson(1)          72          1985          Director

Harold  J.  Noyes          54          2002          Director

Loren  J.  Miller(1)          58          1992          Director

C.  Chase  Hoffman          80          2000          Director

Thomas  J.  Cunningham          60          1997          Treasurer,  Chief
Financial  Officer  and
                              Secretary,  TVC,  TVOG,  and  TVPC

Joseph  R.  Kandle          60          1999          President,  TVOG

 (1)-  Member  of  Audit  Committee

F.  LYNN  BLYSTONE  - 67     President and Chief Executive Officer of 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     1974
                                                --

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 - 56     Director     1982
                                   -----------------------

Mr.  Lockhart  is  currently  associated  with  Zephyr Management L.P., a global
investment  firm  headquartered  in New York.  Mr. Lockhart was until recently a
senior  officer  and director of Heller Financial Inc. and President of Heller's
international  subsidiary which operates in 18 countries.  Heller Financial is a
NYSE company active in various lines of commercial finance.  He was president of
Heller  International Group from 1988 through 2001.  Prior to 1988, Mr. Lockhart
was  an  officer of Citicorp/Citibank and held a number of corporate banking and
management  positions  in  the  U.S. and overseas.  He is a graduate of Stanford
University  and  The  John  Hopkins  University School of Advanced International
Studies.  He  also  attended the Senior Executive Program at the Sloan School of
Management,  Massachusetts  Institute  of  Technology.

                                    MILTON J. CARLSON - 72     Director     1985
                                    ----------------------

Since 1989, Mr. Carlson has been a principal in Earthsong Corporation, which, in
part,  consults  on  environmental matters and performs environmental audits for
government  agencies  and public and private concerns.  Mr. Carlson attended the
University  of  Colorado  at  Boulder  and  the  University  of  Denver.

                                 LOREN J. MILLER, CPA - 58     Director     1992
                                 -------------------------

Mr. Miller has served in a treasury and other senior financial capacities at the
Jankovich  Company  since  1994.  Prior  to  that he served successively as vice
president  and  chief  financial officer of Hershey Oil Corporation from 1987 to
1990  and Mock Resources from 1991 to 1992.  Prior to that he was vice president
and  general  manager  of Tosco Production Finance Corporation from 1975 to 1986
and  was a senior auditor the accounting firm of Touche Ross & Company from 1968
to  1973.  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.

                                      HAROLD J. NOYES - 54     Director     2002
                                      --------------------

Since  August  2000, he has been president of H.J. Noyes and Associates, Inc., a
firm  that provides consulting and business development services to the minerals
industry.  Dr.  Noyes  is  currently  a  senior  program  manager  with  Pacific
Northwest  National  Laboratory.  He served October 2001 through October 2002 as
vice president, marketing and business development for Blake Street Investments,
Inc., a money management and investment advisory firm.  From 1997 to 2000 he was
president  of North Star Exploration, Inc.  He was manager, resource development
for Doyon Limited from 1983 to 1997.  Dr. Noyes graduated from the University of
Minnesota  Magna  Cum  Laude  in  geology  and  took  his  Ph.D.  in geology and
geochemistry  at  the  Massachusetts Institute of Technology.  Later he earned a
Masters  in  Business  Administration  at  the  University  of  Chicago

                                     C. CHASE HOFFMAN - 80     Director     2000
                                     ---------------------

Since  1965 Mr. Hoffman has owned and operated a milk cow dairy and farmed 4,000
acres  of  land.  Additionally,  he  has  been a commercial and residential land
developer  in  California  and  Hawaii  since  1978.  From 1973 to 1978 he was a
senior  vice  president  and  general  manager  for  Knudsen  for  the  State of
California.  Mr.  Hoffman also sits as a director for two companies whose shares
are  listed  on  the  Canadian  Venture  Exchange:  Seine River Resources, Inc.,
Vancouver,  British  Columbia, with California gold operations and Guatemala oil
properties, and International Powerhouse Energy Corporation, a British Columbia,
Canada,  hydroelectric  project.  He is a graduate of Stanford University with a
degree  in  Economics  and  Business  Administration  from  Graduate  School  of
Business.

THOMAS  J.  CUNNINGHAM - 60     Secretary, Treasurer and Chief Financial Officer
---------------------------
of  Tri-Valley  Corporation, and its wholly owned subsidiaries, Tri-Valley Oil &
  Gas Company and Tri-Valley Power Corporation, Bakersfield, California     1997

Named  as  Tri-Valley  Corporation's  treasurer  and  chief financial officer in
February  1997,  and as corporate secretary on December 1998.  From 1987 to 1997
he  was  a  self  employed management consultant in finance, marketing and human
resources.  Prior  to  that  he  was  executive  vice president, chief financial
officer  and  director  for  Star  Resources  from  1977  to  1987.  He  was the
controller  for Tucker Drilling Company from 1974 to 1977.  He has over 25 years
experience  in  corporate finance, Securities Exchange Commission public company
reporting,  shareholder  relations  and  employee  benefits.  He  received  his
education  from  Angelo  State  University,  Texas.

JOSEPH R. KANDLE - 60     President and Chief Operating Officer Tri-Valley Oil &
---------------------
Gas  Company,  wholly  owned  subsidiary  of Tri-Valley Corporation Bakersfield,
                                                             California     1998

Mr.  Kandle  was  named  as  president of Tri-Valley Oil & Gas Co. February 1999
after  joining  the Company June 1998 as vice president - engineering. From 1995
to  1998  he  was  employed  as  a  petroleum  engineer  for  R  &  R Resources,
self-employed as a consulting petroleum engineer from 1994 to 1995.  He was vice
president  -  engineering for Atlantic Oil Company from 1983 to 1994.  From 1981
to  1983  he  was  vice president for Star Resources.  He was vice president and
chief  engineer  for  Great  Basins  Petroleum  from 1973 to 1981.  He began his
career  with  Mobil  Oil  (from  1965 to 1973) after graduating from the Montana
School  of  Mines  in  1965.

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 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  2001.


ITEM  11.  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 (the "Named
Officer"),  for  the  fiscal  year  ended  December  31,  2002,  2001, and 2000.

The  Board  of  Directors  (excluding  Mr.  Blystone) served as the compensation
committee  for  fiscal  year  2002.

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

                             F. Lynn          FYE 12/31/02          $149,000 (1)
                       Blystone, CEO          FYE 12/31/01          $115,250 (2)
          FYE  12/31/00            $105,720  (3)


(1)     Includes  a  bonus  of  $50,00  for  2002.
(2)     Includes  a  bonus  of  $16,250  for  2001.
(3)     Includes  value of 5,000 common shares issued on April 3, 2000, pursuant
to Mr. Blystone's employment contract, with a fair market value of $9,850 ($1.97
per  share).

Employment  Agreement  with  Our  President
-------------------------------------------

We  have  an employment agreement with F. Lynn Blystone, our President and Chief
Executive Officer, which ends in August 2002, and is automatically renewable for
three  one-year  periods after 2002, unless we terminate the agreement by giving
him  90  days  written  notice.  The base salary amount is $99,000 per year plus
5,000  shares  of  our  common  stock  at  the end of each year of service.  Mr.
Blystone is also entitled to a bonus (not to exceed $25,000) equal to 10% of net
operating  cash  flow before taxes, including interest income and excluding debt
service.  Mr. Blystone is also entitled to a bonus of 4% of the company's annual
net  after-tax  income.  The  total of the bonuses from cash flow and net income
may  not  exceed  $50,000  per  year.

The employment agreement also provides a severance payment to Mr. Blystone if he
is  terminated  within  12  months  after  a sale of control of Tri-Valley.  The
severance  payment  equals  $150,000.  In additon, Mr. Blystone is entitled to a
bonus  equal  to  to  10%  of  net  operating  cash flow before taxes, including
interest  income and excluding debt service, plus 4% of the company's annual net
after-tax  income, up to a maximum of $50,000 (with the maximum amount pro-rated
over  the  period for which the payment is made).  For purposes of the severance
provision, a sale of control is deemed to be the sale of ownership of 30% of the
outstanding stock of Tri-Valley or the acquisition by one person of enough stock
to  appoint  a  majority  of  the  board  of  directors  of  the  company.

We  carry  key  man  life  insurance  of  $500,000  on  Mr.  Blystone's  life.

Aggregated  2002  Option  Exercises  and  Year-End  Values

The  following  table  summarizes  the number and value of all unexercised stock
options  held  by  the  Named  Officer  and  the  Directors  at the end of 2002.

                      ( A )     (B)     (C)     (D)     (E)
                       Number of Securities     Value of Unexercised In-
                       Underlying Unexercised     The-Money Options/SARs
                         Options/SARs at FY-End (#)     at FY-End ($)*
                                   Shares Acquired
   Name     On Exercise (#)     Value Realized ($)     Exercisable/Unexercisable
   ----                                                -------------------------
                            Exercisable/Unexercisable
                            -------------------------

       F. Lynn Blystone     7,500     $8,065     886,500/0     $263,850/0

     *Based on a fair market value of $1.40 per share, which was the closing bid
price  of  the  Company's  Common  Stock  in  the NASD National Market System on
December  31,  2002.

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

The Company compensates non-employee directors for their service on the board of
directors.

The  following table sets forth information regarding the cash compensation paid
to  outside  directors  in  2002.

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

                            Harry J. Noyes     $1,200

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

                            Milton Carlson     $2,400

                          Dennis P. Lockhart     $2,050

                           Loren J. Miller     $2,400

                           C. Chase Hoffman     $2,400

Performance  Graph
------------------

The  following  stock price performance graph is included in accordance with the
SEC's  executive  compensation  disclosure  rules  and  is  intended  to  allow
stockholders  to  review  our  executive  compensation  policies  in  light  of
corresponding stockholder returns, expressed in terms of the appreciation of our
common  stock  relative  to  two  broad-based  stock  performance  indices.  The
information  is included for historical comparative purposes only and should not
be  considered  indicative  of  future stock performance. The graph compares the
yearly  percentage  change  in  the  cumulative  total stockholder return on our
common  stock  with the cumulative total return of Royale Energy, Inc., Parallel
Petroleum  Corporation  and  Equity  Oil  Company from December 31, 1998 through
December  31,  2002.

Total  returns assume $100 invested on December 31, 1997 in shares of Tri-Valley
Corporation,  Royale Energy Inc., Parallel Petroleum Corporation, and Equity Oil
Company,  assuming  reinvestment  of  dividends  for  each  measurement period..

Total  Return  Analysis
          12/31/1998     12/31/1999     12/31/2000     12/31/2001     12/31/2002
Tri-Valley  Corp      $          100.00      $           300.00      $
324.00      $          320.00      $          280.00
Royale  Energy,  Inc.      $          100.00      $             81.70      $
212.42      $          208.17      $          169.61
Parallel  Petroleum  Corp.      $          100.00      $           117.36      $
264.58      $          220.83      $          190.28
Equity  Oil  Co.      $          100.00      $           115.46      $
341.24      $          185.57      $          220.62



ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

As  of  December  31, 2002, there were 19,726,348 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

F.  Lynn  Blystone
P.O.  Box  1105
            Bakersfield, CA 93302          1,332,764(1)          6.8%

Dennis  Vaughan
2298  Featherhill  Road
           Santa Barbara, CA 93108          1,009,200(1)          5.1%

Includes  886,500 shares of stock Mr. Blystone has the right to acquire upon the
exercise of options, and 30,200 shares held in the name of Bandera Land Company,
Inc.,  a  family  corporation  of  which  Mr.  Blystone  is  the  president.

The  following table sets forth the beneficial ownership of the Company's common
stock  as  of  December  31,  2002  by  each  director, by each of the executive
officers  named  in  Item  11, and by the executive officer named in Item 10 and
directors  as  a  group:

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

              F. Lynn Blystone          1,332,764(3)          6.8%

              Dennis P. Lockhart          332,091(3)          1.7%

               Milton J. Carlson          339,000(3)          1.7%

                Loren J. Miller          305,300(3)          1.5%

                Harold J. Noyes              -0-(3)          0.0%

               C. Chase Hoffman          247,500(3)          1.2%

Total  group  (all  directors  and
------------
       Executive officers - 6 persons)          2,556,655(3)          12.9%


(1)     Includes  shares  which  the listed shareholder has the right to acquire
from options as follows:  Dennis P. Lockhart 270,000; Milton J. Carlson 268,000;
C.  Chase  Hoffman  200,000;  Loren J. Miller 270,000, F. Lynn Blystone 886,500.

(2)     Based on total outstanding shares of 19,726,348 as of December 31, 2002.
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  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

None.

ITEM  14.  CONTROLS  AND  PROCEDURES
------------------------------------

Within  the  90  days  prior  to  the  date of this Form 10-K, we carried out an
evaluation,  under the supervision and with the participation of our management,
including  our  chief  executive  officer  and  chief accounting officer, of the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  pursuant  to  Exchange Act Rule 13a-14.  Based upon that evaluation,
our  chief  executive  officer  and  chief accounting officer concluded that our
disclosure  controls  and  procedures  are  effective in timely alerting them to
material  information  relating  to  our  company required to be included in our
periodic  SEC  filings.  There  have been no significant changes in our internal
controls or in other factors, which could significantly affect internal controls
subsequent  to  the  date  our  management  carried  out  their  evaluation

ITEM  15.  EXHIBITS,  LISTS,  AND  REPORTS  ON  FORM  8-K
---------------------------------------------------------

(a)     Exhibits.

                                     Exhibit
Number          Description  of  Exhibit

3.1          Amended  and Restated Certificate of Incorporation, incorporated by
reference  to  Exhibit  3.2  of  the  Company's  Form  10-KSB for the year ended
December  31,  1999.
3.2          Amended  and  Restated Bylaws, incorporated by reference to Exhibit
3.3  of  the  Company's  Form  10-KSB  for  the  year  ended  December 31, 1999.
10.1          Employment  Agreement  with  F.  Lynn  Blystone,  incorporated  by
reference  to  Exhibit  10.1  of the Company's form 10-KSB/A, Amendment No. 3 to
Form  10-KSB  for  the  year  ended  December 31, 2000, filed December 14, 2001.
21.1          Subsidiaries  of  the  Registrant,  incorporated  by  reference to
Exhibit  21.1 of the Company's form 10-KSB/A, Amendment No. 3 to Form 10-KSB for
the  year  ended  December  31,  2000,  filed  December  14,  2001.
99.1          Certifications  Pursuant  to  18  U.S.C.  1350.


(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.

     March  24,  2003          By:_/s/  F.  Lynn  Blystone____________________
                                F.  Lynn  Blystone
                                President,  Chief  Executive  Officer  and
                                Director


     March  24,  2003          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:


     March  24,  2003          By:__/s/  Milton  J.  Carlson___________________
                                Milton  J.  Carlson,  Director



     March  24,  2003          By:__/s/  C.  Chase  Hoffman___________________
                                C.  Chase  Hoffman,  Director



     March  24,  2003          By:__/s/  Dennis  P.  Lockhart__________________
                                Dennis  P.  Lockhart,  Director



     March  24,  2003          By:__/s/  Loren  J.  Miller____________________
                                Loren  J.  Miller,  Director



     March  24,  2003          By:__/s/  Harold  J.  Noyes___________________
                                Harold  J.  Noyes,  Director










                     CERTIFICATE OF CHIEF EXECUTIVE OFFICER

I,  F.  Lynn  Blystone,  certify  that:

1.     I  have  reviewed  this  quarterly  report  on  Form  10-K  of Tri-Valley
Corporation  ("Tri-Valley")

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report.

3.     Based  on  my  knowledge,  the  financial  statements and other financial
information  included  in  this  annual  report  fairly present, in all material
respects,  the  financial  condition,  results  of  operations and cash flows of
Tri-Valley  as  of,  and  for,  the  periods  presented  in  this annual report.

4.     Tri-Valley's  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
the  Exchange  Act  Rules  13a-14  and  15d-14)  for  Tri-Valley  and  we  have:

     a.     designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  Tri-Valley,  including  its  consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

     b.     evaluated  the effectiveness of Tri-Valley's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

     c.     presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date.

5.     Tri-Valley's other certifying officers and I have disclosed, based on our
most  recent evaluation, to our auditors and the audit committee of Tri-Valley's
board  of  directors  :

     a.     all  significant deficiencies in the design or operation of internal
controls  which  could adversely affect Tri-Valley's ability to record, process,
summarize  and  report  financial  data  and  have  identified  for Tri-Valley's
auditors  any  material  weaknesses  in  internal  controls;  and

     b.     any  fraud,  whether  or  not  material, that involves management or
other  employees  who have a significant role in Tri-Valley's internal controls.

6.     Tri-Valley's  other  certifying  officers  and  I  have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  March  24,  2003
_____________________________________________
                         F. Lynn Blystone, President and Chief Executive Officer

<PAGE>
                     CERTIFICATE OF CHIEF FINANCIAL OFFICER

I,  Thomas  J.  Cunningham,  certify  that:

1.     I  have  reviewed  this  annual  report  on  Form  10-K  of  Tri-Valley
Corporation.  ("Tri-Valley")

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report.

3.     Based  on  my  knowledge,  the  financial  statements and other financial
information  included  in  this  annual  report  fairly present, in all material
respects,  the  financial  condition,  results  of  operations and cash flows of
Tri-Valley  as  of,  and  for,  the  periods  presented  in  this annual report.

4.     Tri-Valley's  other  certifying  officers  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
the  Exchange  Act  Rules  13a-14  and  15d-14)  for  Tri-Valley  and  we  have:

     a.     designed  such  disclosure  controls  and  procedures to ensure that
material  information  relating  to  Tri-Valley,  including  its  consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

     b.     evaluated  the effectiveness of Tri-Valley's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

     c.     presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date.

5.     Tri-Valley's other certifying officers and I have disclosed, based on our
most  recent evaluation, to our auditors and the audit committee of Tri-Valley's
board  of  directors  :

     a.     all  significant deficiencies in the design or operation of internal
controls  which  could adversely affect Tri-Valley's ability to record, process,
summarize  and  report  financial  data  and  have  identified  for Tri-Valley's
auditors  any  material  weaknesses  in  internal  controls;  and

     b.     any  fraud,  whether  or  not  material, that involves management or
other  employees  who have a significant role in Tri-Valley's internal controls.

6.     Tri-Valley's  other  certifying  officers  and  I  have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.


Date:  March  24,  2003               _________________________________________
                         Thomas  J.  Cunningham,  Chief  Financial  Officer










                                  EXHIBIT 99.1

                   CERTIFICATIONS PURSUANT TO 18 U.S.C.   1350

The  undersigned officer certifies that this Annual Report on Form 10-K complies
with  the  requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of  1934,  as  amended,  and  the  information  contained  in such report fairly
represents,  in  all  material  respects, the financial condition and results of
operations  of  the  Company.


Date:          March  24,  2003
          TRI-VALLEY  CORPORATION


By:          F.  Lynn  Blystone
             ------------------
          F.  Lynn  Blystone,  Chief  Executive  Officer


The  undersigned officer certifies that this Annual Report on Form 10-K complies
with  the  requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of  1934,  as  amended,  and  the  information  contained  in such report fairly
represents,  in  all  material  respects, the financial condition and results of
operations  of  the  Company.


Date:          March  24,  2003
          TRI-VALLEY  CORPORATION


By:          Thomas  J.  Cunningham
             ----------------------
          Thomas  J.  Cunningham,  Chief  Financial  Officer