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, 2003     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  $7,609,245.

As  of  February19,  2004, 20,099,627 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$92,815,066.

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
                                                     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      7

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     11
                                                  Natural Gas Activities      12
                                                    Petroleum Activities      12
                                                Precious Metals Activity      13
                                                    Results of Operations     13
                      Comparison of Years Ended December 31,2003 and 2002     13
                                                            Balance Sheet     13
                                                                 Revenues     14
                                                       Costs and Expenses     14
                      Comparison of Years Ended December 31,2002 and 2001     14
                                                            Balance Sheet     14
                                                                 Revenues     14
                                                       Costs and Expenses     14
                                                      Financial Condition     15
                                                              Commitments     15
                                                     Operating Activities     15
                                                     Investing Activities     15
                                                     Financing Activities     15
                                                                Liquidity     15
                                         ITEM 8.     FINANCIAL STATEMENTS     19
                               Notes to Consolidated Financial Statements     24
ITEM  9.
     CHANGES  IN  AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
                                      ITEM 9A     CONTROLS AND PROCEDURES     51
ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT               52
                                      ITEM 11.     EXECUTIVE COMPENSATION     54
                                  Employment Agreement with Our President     55
                     Aggregated 2003 Option Exercises and Year-End Values     55
                                                Compensation of Directors     55
                                                        Performance Graph     56
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   56
              ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS     57
                      ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES     57
                    ITEM 15.     EXHIBITS, LISTS, AND REPORTS ON FORM 8-K     58
                                                          SIGNATURES          59


<PAGE>

                                       16
                                     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 sale of
oil  and gas properties.  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 accredited 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.

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 2003, 2002 and 2001, 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 2004 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,  2003.

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 American Stock Exchange, under the symbol TIV.
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  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, 2003 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, 2003, December 31, 2002 and December 31, 2001 were
as  follows:

                                     BBL     MCF
                                     ---     ---

          December 31, 2003     Condensate     150     Natural Gas     1,319,887
          December 31, 2002     Condensate     150     Natural Gas     1,492,245
          December 31, 2001     Condensate     164     Natural Gas     1,684,757

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
$2,270,632 at December 31, 2003, $2,224,270 at December 31, 2002, and $1,005,010
at  December  31,  2001.  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,
                                2003     2002     2001

                           Natural Gas (MCF)     162,314     232,578     230,392
                                    Crude Oil (BBL)     25     29             14

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,
                                2003     2002     2001

     Gas (Mcf)     Oil (Bbl*)     Gas (Mcf)     Oil (Bbl*)     Gas (Mcf)     Oil
(Bbl*)
    Sales Price     $5.07     29.46     $3.07     $19.13     $6.93     $22.32

        Production Costs     $0.78      0     $0.98     0     $0.40     0

    Net Profit     $4.29     29.46     $2.09     $19.13     $6.53     $22.32
*  Amount  represents  total  sales  price  of  associated condensate, unable to
determine  price  per  barrel.

As of December 31, 2003 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.

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,
                                2003     2002     2001

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

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

We  drilled 4 wells in 2003, which are being evaluated.  No final decisions have
been  made  as  to  the  results.

The  following  table  sets  forth information regarding undeveloped oil and gas
acreage  in  which  we  had  an  interest  on  December  31,  2003:

                  State          Gross Acres          Net Acres
                  -----          -----------          ---------
                   California          36,271          32,384
                     Nevada          21,737          21,737

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 2004     3,376 acres
                                                 Expires in 2005     7,151 acres
                                                 Expires in 2006     4,260 acres




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

The  precious  metals  properties  are  located  in  interior Alaska.   They are
comprised  of 626 40-acre claims and 15 160-acre claims, of which 104 claims are
leased from others, all are 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,  2003:

                  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 in samples
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 March 24, 2004, the appellate court affirmed the
decision of the trial court.  We are considering whether to appeal the appellate
court  judgment to the California Supreme Court.  Tri-Valley Corporation created
a  cash  reserve  for  this  judgment  in  2002  when  this verdict was awarded.





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

We  held  our  annual  meeting  on  October  20,  2003.   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     18,983,671     63,873
                                     Milton J. Carlson     18,966,646     80,898
                                      C. Chase Hoffman     18,986,146     61,398
                                    Dennis P. Lockhart     18,986,646     60,898
                                       Loren J. Miller     18,986,796     60,748
                                       Harold J. Noyes     18,986,646     60,898

Measure  #2  - Appoint Brown Armstrong as the Company's independent accountants.

                             FOR     AGAINST     ABSTAIN
                                18,972,416     75,128


<PAGE>
                                     PART II

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

As of October 29, 2003, shares of Tri-Valley Corporation stock are traded on the
American  Stock Exchange under the symbol "TIV".  Prior to that, shares had been
traded  over-the-counter  on  the  Electronic  Bulletin  Board  under the symbol
"TRIL."  The  following  table  shows  the high and low sales prices reported on
AMEX  from  10/29/03  to  year end, and 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
                               ----     ---     ----     ---
2003
----
                          Fourth Quarter     $6.20     $3.44     $6.75     $3.35
                           Third Quarter     $3.74     $2.90     $3.93     $2.95
                          Second Quarter     $3.79     $1.21     $4.20     $1.21
                           First Quarter     $1.60     $1.25     $1.67     $1.21

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

As  of  December  31,  2003,  we  estimate  that  our  common  stock was held by
approximately 4,500 shareholders  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.  In  2003  trading  volume  exceeded  12.2  million  shares.

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

During  2003 we issued 104,000 shares of common stock without registration under
the  Securities  Act  of  1933.  One  former employee and one private individual
exercised stock options for 20,000 and 10,000 shares respectively.  The exercise
price  of  the stock options was $0.50 per share, and the options were exercised
on  five  occasions  when  the  closing price of our common stock varied between
$1.51  and  $4.85 per share.  3,000 shares were sold to a private individual for
$1.35  per  share.  71,000 shares were awarded to three officers, five directors
and  a  consultant  for  service.  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.

From  September  thru  October  2003,  we  sold  255,387  shares of common stock
pursuant to the exercise of warrants previously issued to Swartz Private Equity,
an  accredited  investor,  as part of a private equity line investment agreement
dated  February 2002, between our company and Swartz.  The issuance of our stock
upon exercise of the warrants was made in reliance on the exemption contained in
Regulation D under the Securities Act of 1933.  We had previously registered the
resale  of  the  stock  by Swartz under the Securities Act of 1933 on a Form S-2
registration  statement,  and, accordingly, the shares issued to Swartz were not
subject  to  restrictions  on  transfer  imposed  by the Securities Act of 1933.

ITEM  6.  SELECTED  HISTORICAL  FINANCIAL  DATA
-----------------------------------------------
                               Year Ended December 31,
                       2003     2002     2001     2000     1999
                                ----     ----     ----     ----
Income  Statement  Data:
  Revenues      $   7,609,245      $   6,284,908      $  2,130,187      $
2,197,369      $   2,686,129
  Operating  Income  (Loss)      $   1,217,782      $      845,130      $
(117,975)      $(1,360,263)      $      (12,417)
  Basic  Earnings Per Share      $             .06      $             .04      $
-      $        (0.07)      $                -

Balance  Sheet  Data:
  Property  and  Equipment,  net      $   1,522,333      $   1,974,501      $
2,010,457      $  1,357,959      $  1,059,755
  Total  Assets      $   8,320,992      $   4,634,874      $  3,381,757      $
4,053,257      $  9,802,463
  Long  Term  Obligations      $        16,805      $        26,791      $
8,371      $      12,038      $       21,055
  Stockholder's  Equity      $   2,555,456      $   1,262,306      $     353,776
$    391,651      $     391,651

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  Policies

The Company prepares its consolidated financial statements for inclusion in this
Report  in  accordance with accounting principles that are generally accepted in
the  United  States ("GAAP").  See Note 1 of the Notes to Consolidated Financial
Statements  included  in  "Item  8.  Financial  Statements"  for a comprehensive
discussion  of the Company's significant accounting policies.  GAAP represents a
comprehensive  set  of  accounting  and  disclosure  rules and requirements, the
application  of  which  requires  management  to  make  judgments  and estimates
including,  in  certain  circumstances,  choices  between  acceptable  GAAP
alternatives.

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 and 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.

Goodwill  and  Intangible  Assets

Deferred  tax  asset  valuation  allowances.  From 1995 to 2003, the Company has
maintained  a  valuation allowance against a portion of its deferred tax assets.
SFAS 109 requires that the Company continually assess both positive and negative
evidence  to  determine whether it is more likely than not that the deferred tax
assets  can be realized prior to their expiration.  As of December 31, 2003, the
Company  has  concluded that it is more likely than not that it will realize its
gross  deferred  tax asset position after giving consideration to relevant facts
and  circumstances.

Tri-Valley  will  continue  to  monitor  company-specific,  oil and gas industry
economic  factors  and  will  reassess  the  likelihood  that  the Company's net
operating  loss  and statutory depletion carryforwards will be utilized prior to
their  expiration.

Litigation  and  environmental  contingencies.  The  Company makes judgments and
estimates  in  recording  liabilities  for  ongoing litigation and environmental
remediation.  Actual  costs  can  vary  from  such  estimates  for  a variety of
reasons.  The  costs  to  settle  litigation  can  vary  from estimates based on
differing  interpretations of laws and opinions and assessments on the amount of
damages.  Similarly, environmental remediation liabilities are subject to change
because  of  changes  in  laws,  regulations,  additional  information  obtained
relating  to  the  extent  and  nature of site contamination and improvements in
technology.  Under  GAAP,  a  liability  is  recorded  for  these  types  of
contingencies  if  the  Company  determines  the  loss  to  be both probable and
reasonably estimated.  See Note 10 of Notes to Consolidated Financial Statements
included in "Item 8.  Financial Statements" for additional information regarding
the  Company's  commitments  and  contingencies.

The Company has 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.  The carrying amount of goodwill is
evaluated  periodically.


The  following  is  a  discussion  of  the  Company's  most  critical accounting
estimates,  judgments  and  uncertainties  that  are  inherent  in the Company's
application  of  GAAP:

Accounting  for  oil  and  gas  producing  activities:  The  accounting  for and
disclosure of oil and gas producing activities requires the Company's management
to  choose  between  GAAP  alternatives and to make judgments about estimates of
future  uncertainties.

Successful  efforts  method  of accounting:  The Company utilizes the successful
efforts  method  of  accounting  for  oil  and  gas activities as opposed to the
alternate  acceptable  full cost method.  In general, the Company believes that,
during  periods  of  active  exploration,  net  assets  and  net income are more
conservatively  measured  under  the successful efforts method of accounting for
oil  and gas producing activities than under the full cost method.  The critical
difference between the successful efforts method of accounting and the full cost
method  of  accounting  is  as  follows:  Under  the  successful efforts method,
exploratory  dry  holes  and  geological  and  geophysical exploration costs are
charged  against earnings during the periods in which they occur; whereas, under
the  full  cost method of accounting, such costs and expenses are capitalized as
assets,  pooled  with  the  costs  of  successful  wells and charged against the
earnings  of  future  periods  as  a component of depletion expense.  During the
years  ended  December  31,  2003,  2002  and  2001,  the  Company  recognized
exploration,  abandonment, geological and geophysical expense of $0, $45,143 and
$0,  respectively,  under  the  successful  efforts  method.

Proved  reserve  estimates.  Estimates of the Company's proved reserves included
in  this  Report  are  prepared in accordance with GAAP and SEC guidelines.  The
accuracy  of  a  reserve  report  estimate  is  a  function  of:

-     The  quality  and  quantity  of  available  data;
-     The  interpretation  of  that  data;
-     The  accuracy  of  various  mandated  economic  assumptions;  and
-     The  judgment  of  the  persons  preparing  the  estimate.

The  Company's proved reserve information included in this Report as of December
31,  2003  and  2002  was  based on evaluations audited by independent petroleum
engineers with respect to the Company's major properties.  Estimates prepared by
other  third  parties  may  be  higher  or  lower  than  those  included herein.

Because  these  estimates  depend  on  many  assumptions,  all  of  which  may
substantially  differ  from  future  actual  results,  reserve estimates will be
different  from the quantities of oil and gas that are ultimately recovered.  In
addition,  results  of  drilling,  testing  and  production after the date of an
estimate  may  justify  material  revisions  to  the  estimate.

It  should  not  be  assumed  that  the  present  value of future net cash flows
included  in  this Report as of December 31, 2003 is the current market value of
the  Company's  estimated proved reserves.  In accordance with SEC requirements,
the  Company has based the estimated present value of future net cash flows from
proved  reserves on prices and costs on the date of the estimate.  Actual future
prices  and  cost may be materially higher or lower than the prices and costs as
of  the  date  of  the  estimate.

The  Company's estimates of proved reserves materially impact depletion expense.
If  the  estimates  of  provide  reserves decline, the rate at which the Company
records  depletion  expense  will  increase, reducing future net income.  Such a
decline  may  result  from  lower  market prices, which may market uneconomic to
drill  for  and  produce higher cost fields.  In addition, a decline in provided
reserve  estimates may impact the outcome of the Company's assessment of its oil
and  gas  producing  properties  for  impairment.

Impairment of proved oil and gas properties:  The Company reviews its long-lived
proved properties to be held and used whenever management determines that events
or circumstances indicate that the recorded carrying value of the properties may
not  be recoverable.  Management assesses whether or not an impairment provision
is  necessary  based  upon  its  outlook of future commodity prices and net cash
flows  that  may be generated by the properties.  Provide oil and gas properties
are  reviewed for impairment by depletable field pool, which is the lowest level
at  which  depletion  of  proved  properties  are  calculated.

Impairment of unproved oil and gas properties:  Management periodically assesses
individually  significant  unproved  oil and gas properties for impairment, on a
project-by-project basis.  Management's assessment of the results of exploration
activities,  commodity price outlooks, planned future sales or expiration of all
or  a  portion  of  such  projects  impact the amount and timing of impairments.

Asset Retirement Obligations:  The Company has adopted SFAS No. 143, "Accounting
for  Asset  Retirement  Obligations"  effective  January  1,  2003.  Under  this
guidance,  management  is  required  to  make  judgments  based  on  historical
experience  and future expectations regarding the future abandonment cost of its
oil and gas properties and equipment as well as an estimate of the discount rate
to  be used in order to bring the estimated future cost to a present value.  The
discount  rate is based on the risk free interest rate which is adjusted for the
credit  worthiness  of the Company.  The adjusted risk free rate is then applied
to  the  estimated abandonment costs to arrive at the obligation existing at the
end of the period under review.   The Company reviews its estimate of the future
obligation  quarterly  and  accrues the estimated obligation based on the above.

Overview

Production  from  TVOG's  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
nearly 60% of its oil and nearly 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, of which three are targeted for Nevada.
We  begin  drilling  as  sufficient funds are invested to drill the next target.
For  the  year  ended  December  31,  2003, we have raised $12,755,000 and spent
$10,267,787  on  4  wells.  The 4 wells are being evaluated to determine further
activity.

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
exploration.  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 bears 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  for  cash  management  functions.

Natural  Gas  Activities

The  Company  generally  sells  a  percentage  of production 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 2003, 2002 and 2001, 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 2004.  Because we
plan  to  sell only on the spot market in 2004, 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 $2,270,632 at December 31, 2003, compared to
$2,224,270  on  December 31, 2002, 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  typically  has  no  discovery  cost  to put on the
balance  sheet  as  explained  below.

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 first well drilled on
each  prospect.  However,  the  Company  does  pay its proportionate cost of any
subsequent  well drilled on each prospect.  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.

We  drilled  the  Sunrise-Mayel  #1  in  December  of  2000,  with  independent
interpretations  of an exceptional amount of dry natural gas in place in a tight
formation known as the McClure Shale; in 2001 we artificially fractured (frac'd)
the  well with no success.  We determined to try an acid wash and performed this
procedure  in  2003.  There  has  been  no  commercial  success because the sand
formation is too tight to allow hydrocarbons to produce.  The well will probably
be  used  as  a  water  disposal  well.

It  was  decided  that a horizontal well should be drilled to exploit this tight
sand.  This  was  named the Sunrise-Mayel #2-H.  It was drilled in July of 2002,
frac'd  in  September  2002, and acidized January 2003, with no success.  It was
redrilled  as  the  Sunrise-Mayel  #2-HR  in  May  of 2003.  In June of 2003, we
perforated  the  well  and  frac'd  it  in  July  2003.  This  did not result in
commercial  success.  We  are  currently preparing to re-frac the well utilizing
diesel  oil  to  test  the  concept  of  whether  this will result in commercial
production.

The Oil Lake well began drilling October 2003; in attempts to complete the well,
we have perforated one of several zones so far.  The first zone is tight, but is
a  major target.  We are currently designing a program to properly evaluate this
first  zone  before  proceeding  ahead.

The  Elk Ridge well was drilled in December 2003.  We have perforated and tested
five  zones  without  commercial  success so far, with five more remaining to be
tested.

Petroleum  Activities

The  Oil  Creek #1-23 was drilled in August of 2003 with several hundred feet of
hydrocarbon  "shows" or indicators.  Completion operations began in October 2003
in which we evaluated six major target zones, which were either wet or there was
no  permeability.  We  are  currently  evaluating  what  should  be  done  next.


Precious  Metals  Activity
--------------------------

The  price  of  gold has fluctuated in the last 12 months from a low of $320 per
oz.  to  a  high  of  $417  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.  We  are  in  the process of raising capital to continue our work in the
area.

In  2003,  Tri-Valley  Corporation  began  implementation of a two phase reverse
circulation  drilling  program  to confirm a suspected high grade potential deep
placer  gold  target  ("the  Target")  at First Chance Creek along the northeast
boundary  of  its  42-square  mile  claim  block  at  Richardson,  Alaska.

Very  high grade samples from shafts dug near the creek had been reported in old
Fairbanks  newspapers  around  1906  and  Tri-Valley  sampling  of the creek and
surrounds  found  distributed  placer  gold  at  surface.  Tri-Valley's  project
manager  designed  a program to test to bedrock 60-90 feet deep by drilling with
reverse  circulation  equipment  to bring material up the drill hole and pass it
through  a  Denver  Gold  Saver  to strip any gold before disposing of the drill
spoil.  The  first  phase  called  for  42  such  holes  to  be drilled at three
locations  crossing  the  Creek  valley  and,  if  results  were encouraging, an
additional  66  holes  in  Phase  II  for  a  program  total  of  108  holes.

The  general  target  area  was 2,000 yards in length by 70 yards wide, covering
approximately  29 acres in the claim block.  It was management's belief that the
odds  were  favorable  to  indicate  more  than  enough  resource to justify the
$265,000  expenditure  of  Phase  I.  And  the  results  certainly  did  that.

Results  indicated  a  potential resource of 38,000 ounces inferred and probable
and  management  believes that an expanded Phase II of some 80 holes for greater
density as well as two additional lines.  We may establish an estimated resource
in  the  range  of  +/-  100,000  ounces.  We  believe  this  would justify some
arrangement  to  mine  either  as  an  operator  or  to  contract  out.

Mining  would  most likely be a form of open pit with a gravity circuit to strip
the  gold.  The  pit would be back-filled and reclaimed as mined.  All equipment
would  be  portable  and no milling or metallurgical facilities would need to be
constructed.

Testing  of  the  three hard rock lode targets will require separate budgets for
reverse  circulation and diamond drill coring operations.  Tri-Valley expects to
either joint venture these targets with another mining company doing the work to
earn a majority interest or to arrange favorable equity financing to conduct the
drill  program  itself.

We  are  confident  that  other  parties  will  be  willing  to  participate.

RESULTS  OF  OPERATIONS

Comparison  of  years  Ended  December  31,  2003  and  2002
------------------------------------------------------------

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

At  December  31,  2003  we  had  $6,006,973  in cash compared to $1,936,294 for
December  31,  2002.  This  represents,  for the most part, cash invested by the
OPUS  I  partners  for  the  drilling  of  oil  and  gas  wells  in that limited
partnership.  Property  and  equipment  is  $452,168 less for the current period
compared  to  last  year  because  we sold to the OPUS I partnership some of the
property that we had acquired in 2002.  Deposits are $55,400 higher in 2003 than
in  2002  because of a required increase in the deposit related to the Armstrong
lawsuit.


Shareholder  equity  increased  from  $1,262,306 in 2002 to $2,555,456 for 2003.
This  increase  was  due  mainly  from  net  income  after  taxes.



Revenue
-------

Revenue  from  oil  and  gas  sales  was $148,768 higher for the year ended 2003
compared  to year ending 2002 due to increased price we received for our natural
gas.  Partnership  income  was up almost $12,000 this year over last year due to
increased  distribution  to  Tri-Valley  from  the  operator  of the partnership
primarily  attributable  to  higher  natural  gas  prices.  Interest  income was
$14,945  more for the year ended December 31, 2003 compared to year end 2002 due
to  more  cash  on  hand during the year earning interest.  Sales of oil and gas
prospects  is  $1,163,998  higher  this  period compared to the same period last
year.

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

Mining  expenses  were $196,928 more for the period ended December 31, 2003 than
for  the same period in 2002.  The costs increased this year because our 42 well
reverse  circulation  exploratory  drilling  activity.  Please  see the precious
metals  section.  Oil  and gas lease activity was $183,362 for year-end 2003 and
$224,320  for December 31, 2002.  We did not acquire as many leases this year as
we  did  in 2002.  Cost of oil and gas prospects sold were  $366,802 higher this
year than in 2002.  The prospects we sold this year had higher acquisition costs
associated  with  them  than prospects sold in 2002.  General and administrative
costs were higher this year than last year due in large part to increased travel
costs  and  insurance  premiums.

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  receipt  of 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 in 2002 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.

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,  2003  compared  to  the  same period last year cost of prospect sold varies
directly  in  proportion to the cost of 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..



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 drilling amount is
greater than the turnkey costs the Company would lose money on that well, if the
cost  is  less  than  the  turnkey costs the Company would make a profit on that
well.

Delay  rentals  for  oil  and  gas  leases amounted to$317,801 in 2003.  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  2004  from  operating  revenues.

Operating  Activities

Net  cash  provided  by  operating  activities  was  $3,528,127 for the year-end
December 31, 2003, compared to $1,154,919 for the same period in 2002.  This was
primarily  because we had an increase in advances from joint venture partners of
$2,194,409.   Net income was $390,652 more in 2003 ($1,159,782 for 2003 compared
to  $769,130  for  2002).

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

Cash  provided  by  investing  activities  in  2003  was  $422,946  compared  to
($174,185)  for  the  same  period in 2002.  In 2003, this increase was from the
sale  of  oil  and  gas  prospects  to  the  OPUS I drilling partnership and the
reduction  of  capital  expenditures.

Financing  Activities
---------------------

Cash  provided  by  financing  activities  was  $119,575  for  the period ending
December 31, 2003 compared to $43,647 for the same period in 2002.  This was due
to  additional  paid  in  capital  resulting  from  issuance of stock to outside
directors  and  the  exercise  of  stock  options.

Liquidity
---------

The  recoverability  of  the  our oil and gas reserves depends on future events,
including  obtaining  adequate  financing  for  our  exploration and development
program,  successfully completing our planned drilling program, and achieving  a
level  of  operating  revenues that is sufficient to support our cost structure.
At  various  times  in  our  history,  it  has  been  necessary  for us 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 that we
will  continue to be able to meet our needs for additional capital as such needs
arise  in  the  future.  We  may need additional capital to pay for our 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 of
our  capital  needs  will  be  determined  in  part  by  the number of prospects
generated  within  our  exploration  program and by the working interest that we
retain  in  those  prospects.

Should  we  choose  to  make an acquisition of producing oil and gas properties,
such an acquisition would likely require that some portion of the purchase price
be  paid  in  cash,  and  thus  would  create  the  need 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 increase our leverage and add to our need for
cash  to  service  such  debt,
-     Additional  offerings of our equity securities, which would cause dilution
of  our  common  stock,
-     Sales  of  portions  of  our  working interest in the prospects within our
exploration  program,  which  would  reduce future revenues from its exploration
program,
-     Sale to an industry partner of a participation in our exploration program,
-     Sale  of  all  or a portion of our producing oil and gas properties, which
would  reduce  future  revenues.

Our  ability  to  raise  additional  capital  will  depend on the results of our
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 to us from any source or that, if available, it will
be  on  terms  acceptable  to  us.

<PAGE>
17
                          ITEM 8: FINANCIAL STATEMENTS

                             TRI-VALLEY CORPORATION
INDEX
-----




                                       Page(s)
                                       -------

                      Report of Independent Auditor     18

        Consolidated Balance Sheets at December 31, 2003 and 2002     19

Consolidated  Statements  of  Operations  for  the  Years  Ended
                       December 31, 2003, 2002 and 2001     21

Consolidated  Statements  of  Changes  in  Shareholders'  Equity  for  the
                 Years Ended December 31, 2003, 2002 and 2001     22

Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
                       December 31, 2003, 2002 and 2001     23

              Notes to Consolidated Financial Statements     24-43

Supplemental  Information  about  Oil  and  Gas  Producing
                           Activities (Unaudited)     44-64



























<PAGE>

18
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,  2003  and 2002, 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, 2003. 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,  2003  and 2002, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

     BROWN  ARMSTRONG  PAULDEN
     McCOWN  STARBUCK  &  KEETER
     ACCOUNTANCY  CORPORATION






Bakersfield,  California
February  13,  2004,  except  for  Note  11,
             whose  date  is  March  24,  2004

<PAGE>

24
   The accompanying notes are an integral part of these financial statements.
                TRI-VALLEY CORPORATIONONSOLIDATED BALANCE SHEETS

                                     December 31,
                                  2003          2002
                                  ----          ----
ASSETS
------
Current  Assets
  Cash      $          6,006,973           $          1,936,294
  Accounts  receivable,  trade                     163,825
151,618
  Prepaid  expenses                       12,029
12,029

    Total  Current  Assets                  6,182,827
2,099,941

Property  and  Equipment,  Net
  Proved Properties                     148,482                          165,675
  Unproved Properties                  1,231,165                       1,654,117
  Other  Property  and  Equipment                     142,686
                                      -----------------------
154,709
-------
   Total  Property  and Equipment, Net(Notes 1 and 2)                  1,522,333
1,974,501

Other  Assets
  Deposits                     372,105                          316,705
  Investments  in  partnerships  (Note  1)                       17,400
17,400
  Goodwill  (net  of  accumulated  amortization  of
    $221,439  at  December  31,  2002  and  2003)                     212,414
212,414
  Other                       13,913                            13,913

     Total  Other  Assets                     615,832
560,432

TOTAL  ASSETS      $          8,320,992           $          4,634,874

LIABILITIES  AND  SHAREHOLDERS'  EQUITY
---------------------------------------
Current  Liabilities
  Notes  payable  (Note  3)      $                 9,985           $
13,792
  Income  taxes  payable                      58,000
76,000
  Accounts  payable  and  accrued  expenses                     777,729
564,240
  Amounts  payable  to  joint  venture participants                       91,275
74,412
  Advances  from  joint  venture  participants,  net  (Note  1)
4,811,742                       2,617,333

    Total  Current  Liabilities                  5,748,731
3,345,777

Non-Current  Liabilities
     Deferred  Tax  Liability
     Long-Term  Portion  of  Notes Payable (Note 3)                       16,805
26,791

     Total  Non-Current  Liabilities                       16,805
26,791

Total  Liabilities                  5,765,536                       3,372,568

Shareholders'  Equity
  Common  stock,  $.001  par  value;  100,000,000  shares
    authorized;  20,097,627  and  19,726,348
    issued  and  outstanding  at  December  31,  2003  and  2002,
    Respectively                       20,115                            19,726
  Less:  common  stock  in  treasury,  at  cost,
  100,025  shares  at  December  31,
    2003  and  2002.                     (13,370)
(13,370)
  Common  stock  receivable                                 -
(2,250)
  Capital  in  excess  of  par  value                  9,010,453
8,879,724
  Accumulated deficit                (6,461,742)                     (7,621,524)

    Total  Shareholders'  Equity                  2,555,456
1,262,306

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $          8,320,992           $
4,634,874


<PAGE>
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                           For the Years Ended December 31,
                           2003          2002          2001
                           ----          ----          ----

Revenues
  Sale  of  oil  and  gas      $           901,739           $           752,971
$        1,597,771
  Royalty  income                          529                               351
6,952
  Partnership  income                     30,000                          18,299
51,542
  Gain  on  sale  of  property                              -
-                                   -
  Interest  income                     34,479                          19,534
23,597
  Sale  of  oil  and  gas  prospects                6,585,780
5,421,782                        218,426
  Other  income                     56,718                          71,971
231,899

    Total  Revenues                7,609,245                     6,284,908
2,130,187

Costs  and  Expenses
  Mining  exploration  costs                   366,039
169,111                        223,643
  Oil  and  gas  leases                   183,362                        224,320
91,440
  Well  workover                              -
-                        240,718
  Severed  acreage                              -
-                               174
  Cost  of  oil  and  gas  prospects  sold                4,014,891
3,648,089                        508,821
  General  and  administrative                1,449,589
1,316,894                     1,117,643
  Depreciation,  depletion  and  amortization                     29,222
34,384                          60,962
  Interest                       2,572                            1,838
4,761
  Well  write-off                              -
-                                   -
  Impairment  of  acquisition  costs                              -
45,143                                   -

    Total  Costs  and  Expenses                6,391,463
5,439,779                     2,248,162

Net  Income  (Loss)  before  Income  Taxes                 1,217,782
845,130                      (117,975)

Tax Provision (Note 6)                    58,000                          76,000
-

Net  Income  (Loss)      $         1,159,782           $           769,130
$         (117,975)

Basic  and  Diluted Earnings (Loss) per Common Share      $                 0.06
                         $                 0.04            $              (0.00)
  and  Common  Equivalent  Share

Weighted  Average  Number  of  Shares  Outstanding              19,801,785
19,702,054                   19,495,693



<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,  2000,       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  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                       -                          -
-                            -                         -
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

Issuance  of  common  stock            371,279                          -
389               1,442,439                         -
-                          -               1,442,828
Stock  issuance  cost                       -                          -
-             (1,311,710)                         -
-                          -             (1,311,710)
Common  stock  receivable                       -                          -
-                            -                 2,250
-                          -                     2,250
Net  income                       -                          -
-                            -                         -               1,159,782
-              1,159,782

Balance  at
December  31,  2003       20,097,627              100,025           $  20,115
$  9,010,453           $            -           $(6,461,742)           $
(13,370)           $  2,555,456


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


                           For the Years Ended December 31,
                           2003          2002          2001
                           ----          ----          ----
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
  Net  income  (loss)      $    1,159,782           $      769,130           $
(117,975)
  Adjustments  to  reconcile  net  income  (loss)  to  net  cash
   provided  (used)  by  operating  activities:
    Depreciation,  depletion,  and  amortization                29,222
34,384                     60,962
    Impairment,  dry  hole  and  other  disposals  of  property
-                     45,143                               -
    Land  acquisition  costs  sold                          -
122,315                               -
    (Gain)  on  sale  of  property                          -
-                               -
    Non-employee  stock  compensation                          -
119,700                     23,100
    Impairment,  dry  hole  and  other  disposals  of  property
      and  equipment                          -                               -
-
    Changes  in  operating  capital:
      (Increase)  decrease  in  accounts  receivable              (12,207)
(44,393)                   711,136
      Increase  in  prepaids                          -
-                               -
      Increase  in  deposits  and  other  assets              (55,400)
(212,000)                     (4,600)
      Increase  (decrease)  in  income  taxes  payable              (18,000)
76,000                               -
      Increase  (decrease)  in  accounts  payable  and  accrued  expenses
213,489                   267,239                 (284,016)
      Increase  (decrease)  in  amounts  payable  to  joint  venture
        participants  and  related  parties                16,862
14,781                 (480,511)
      Increase  (decrease)  in  advances  from  joint  venture
        Participants           2,194,409                   (37,380)
136,976

Net  Cash  Provided  by  Operating  Activities           3,528,157
1,154,919                     45,072

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
  Payments  on  notes  receivable                          -
-                   125,000
  Proceeds  from  sale  of  property              422,946
-                               -
  Capital  expenditures                          -                 (184,185)
(702,613)
  (Investment  in)  distribution  from  partnerships                          -
10,000                     19,958

Net  Cash  Provided  (Used)  by  Investing  Activities              422,946
(174,185)                 (557,655)

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
  Proceeds  from  long-term  debt                          -
29,686                               -
  Principal  payments  on  long-term  debt              (13,792)
(5,739)                     (6,074)
  Proceeds  from  issuance  of  common  stock              133,368
19,700                     57,000

  Sale  of  treasury  stock                          -
                                ----------------------
-                               -
-          ----------------------
  Stock  issuance  costs                          -
-                               -

Net  Cash  Provided  by  Financing  Activities              119,576
43,647                     50,926

Net  Increase  (Decrease)  in  Cash  and  Cash  Equivalents           4,070,679
1,024,381                 (461,657)

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

Cash  at  End  of  Year      $   6,006,973           $   1,936,294           $
911,913

SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:

  Interest  paid      $          2,572           $          1,838           $
4,761

  Income taxes paid      $        40,000           $             800           $
-



<PAGE>

67


                                       25

                             TRI-VALLEY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2003, 2002 AND 2001



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.

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

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.

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

Oil and gas prospects are developed by the Company for sale to industry partners
and  investors.  These  prospects  are usually exploratory, and include costs of
leasing,  acquisition,  and  other  geological  and geophysical costs (hereafter
referred  to as "GGLA") plus a profit to the Company. For many years the Company
recognized  revenue  and  profit from prospects sales when sold, irrespective of
drilling  commencement  (spudding).

In  2003  and  2002  the  Company changed its prospect offerings by inclusion of
estimated costs of drilling in addition to GGLA costs. This offering is termed a
"turnkey"  exploratory  drilling  opportunity because investors are charged only
one  certain amount in return for Tri-Valley drilling a well to the agreed total
depth.

Once  the  well  is  spudded,  investor  money is not refundable, and Tri-Valley
recognizes  revenue  together  with  estimated  and actual costs to complete the
drilling  to  total  depth.  Amounts  charged  are  included in an Authority for
Expenditure  (AFE), which is a budget for each project well. Tri-Valley prepares
the  AFE  and  bears  all risk of well completion to total depth. If the well is
drilled  to  total depth for actual costs less than the AFE amounts, the Company
realizes  a  profit.  Conversely,  if  actual  costs  exceed the AFE, Tri-Valley
realizes  a  loss.

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.  In  the  initial  well in a prospect, the
Company  owns  a  carried  interest  and/or  overriding royalty interest in such
ventures,  earning  a  working interest upon commencement of drilling.  Costs of
subsequent  wells  drilled  in  a  prospect  are  shared by a pro rata interest.

Receivables  from and amounts payable to these related parties (as well as other
related  parties) have been segregated in the accompanying financial statements.
For  turnkey  projects, amounts received for drilling activities, which have not
been  spudded  are  deferred  and  remain within the joint venture liability, in
accordance  with  the  Company's  revenue  recognition  policies.  Revenue  is
recognized  upon  the  commencement of drilling operations.  Actual or estimated
costs  to  complete  the  drilling  are  charged  as costs against this revenue.

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 2001,
2002,  and  2003  there was $0, $45,143, and $0 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.

At  December  31,  2003 and 2002, the Company carried unproved property costs of
$1.081  million and $1.449 million, respectively.  Generally accepted accounting
principles  require  periodic  evaluation of these costs on a project-by-project
basis  in  comparison  to  their  estimated  value.  These  evaluations  will be
affected  by  the  results  of exploration activities, commodity price outlooks,
planned  future sales or expiration of all or a portion of the leases, contracts
and permits appurtenant to such projects.  If the quantity of potential reserves
determined  by  such  evaluations  is  not  sufficient to fully recover the cost
invested  in  each  project,  the Company will recognize non cash charges in the
earnings  of  future  periods.

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

Capitalized  costs  relating  to  proved  properties  are  depleted  using  the
unit-of-production  method  based  on  proved  reserves.  Costs  of  significant
non-producing  properties, wells in the process of being drilled and development
projects  are  excluded from depletion until such time as the related project is
completed and proved reserves are established or, if unsuccessful, impairment is
determined.

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, with excess revenue and carrying
costs  being recognized. 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.

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  financing 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.



<PAGE>
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".  Under  APB  No.  25,  because  the  exercise price of the
company's employee stock options equals the market price of the underlying stock
on  the  date of grant, no compensation expense is recognized. However, SFAS No.
123,  "Accounting  for  Stock-Based  Compensation," requires presentation of pro
forma information as if the company had accounted for its employee stock options
and  performance  awards granted subsequent to December 31, 1994, under the fair
value  of  that  statement.  For purposes of pro forma disclosure, the estimated
fair value of the options and performance awards at the date of grant is charged
to  expense as the employee stock options are fully vested upon grant. Under the
fair value method, the company's net income (loss) and earnings (loss) per share
would  have  been  as  follows:

                 December 31,          December 31,          December 31,
                             2003          2002          2001

Net  Income     As  reported      $             1,159,782           $
769,130           $           (117,975)
     Pro  forma                     1,063,682                          769,130
(978,415)

 Earnings  per  share      As  reported                           0.06
0.04                              (0.01)
      Pro  forma                           0.05
0.04                              (0.05)

 Diluted  earnings  per  share      As  reported                           0.06
0.04                              (0.01)
      Pro  forma                           0.05
0.03                              (0.05)


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

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

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

Supplemental  Disclosure  of  Non-Cash  Activities
--------------------------------------------------

During  2003, the Company issued 9,000 shares of common stock valued at $23,247,
to  outside  consultants for services.  The Company also issued 65,000 shares of
common  stock  valued  at  $86,450,  of  which  50,000 shares were issued to its
directors  and  15,000 shares to its officers. In addition, a third party vendor
exercised 500,000 common stock warrants in exchange for 255,387 shares of common
stock  (see  Note  10  for  detail).

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.  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  has reassessed the useful lives and residual
values  of all intangible assets acquired in purchase business combinations.  No
material  amortization  adjustments  have  been  necessary.  The  Company  had
unamortized  goodwill in the amount of $212,414 all of which was, at the date of
adoption,  subject  to  the  provisions  of Statements 141 and 142. Amortization
expense  related  to  goodwill  was  $10,846 per year for the fiscal years 2001.
There  was  no  goodwill  impairment  recognition  for either 2002 or 2003.  The
adoption  of  these  statements  did not have a material effect on its financial
position,  results  of  operations  or  cash  flows.

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

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

In  June  2001,  the  FASB  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, i.e.,
$4,000,  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, 2003. 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.

During  January  2003,  the  Financial  Accounting  Standards  Board  issued
interpretation  No. 46, "Consolidation of Variable Interest Entities" ("FIN46"),
which  requires  the consolidation of certain entities that are determined to be
variable  interest entities ("VIE's").  An entity is considered to be a VIE when
either  (i)  the  entity  lacks  sufficient  equity  to  carry  on its principal
operations, (ii) the equity owners of the entity cannot make decisions about the
entity's  activities  or  (iii)  the  entity's  equity neither absorbs losses or
benefits  from  gains.



<PAGE>
NOTE  2  -  PROPERTY  AND  EQUIPMENT
            ------------------------

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

                          December 31,          December 31,
                                  2003          2002

Oil  and  Gas  -  California
----------------------------
     Proved  properties,  net  of  accumulated  depletion  of  $604,223
       and  $587,030  at  December  31,  2003  and  2002,  respectively      $
148,482           $             165,675
     Unproved  properties                  1,231,165
1,654,117

     Total  Oil  and  Gas  Properties                  1,379,647
1,819,792

Other  Property  and  Equipment
-------------------------------
     Land                       12,281                            12,281
     Building,  net  of  accumulated  depreciation
       $12,879  and  $11,751  at  December  31,
       2003  and  2002,  respectively                       37,516
38,644
     Transmission  tower                       45,000
45,000
     Office  equipment,  vehicle,  and  leasehold  improvements  net  of
       accumulated  depreciation  of  $170,625  and  $159,731  at
       December  31,  2003  and  2002, respectively                       47,889
58,784

     Total  Other  Property  and  Equipment                     142,686
154,709

Property  and  Equipment  (Net)      $          1,522,333           $
1,974,501


NOTE  3  -  NOTES  PAYABLE
            --------------

                          December 31,          December 31,
                                  2003          2002

Note  payable  to  Union  Bank  dated  July  29,2002;
secured  by  a  vehicle;  interest  at  8.3%;  payable
in  60  monthly  installments  of  $602.      $               22,437           $
27,638

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

Note  payable  to  Union  Bank,  dated  January
15,  2000;  secured  by  a  vehicle;  interest  at  8.5%;
payable  in  60  monthly  installments  of  $380.                         4,353
8,371

                       26,790                            40,583
Less  current  portion                         9,985
13,792

Long-term  portion  of  notes  payable      $               16,805           $
26,791


<PAGE>
NOTE  3  -  NOTES  PAYABLE  (Continued)
            --------------

Maturities  of  long-term debt for the years subsequent to December 31, 2003 are
as  follows:

                                   Year Ended
                                  December 31,

2004           $                 9,985
2005                              6,100
2006                              6,606
Thereafter                              4,099

           $               26,790


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 nonemployee
directors  of the Company. The option price, number of shares and grant date are
determined  at  the  discretion  of  the  Company's  board of directors. Options
granted  under  the plans are exercisable 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  various  stock  option  plans.

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 was not less
than  the  market  value of shares on the grant date, therefore, no compensation
cost  has  been  recognized.

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 2003, 2002 and 2001, respectively. Expected life
of  4,  5,  and  6  years  for  2003,  2002  and 2001, respectively, no expected
dividends,  expected  volatility of 88 percent for 2003, 98.04 percent for 2002,
and  122  percent  for 2001 and risk-free interest rates of 3.00, 3.86, and 4.85
percent,  respectively.


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

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

A  summary of the status of the Company's fixed stock option plan as of December
31,  2003  and  2002,  and  changes  during  the  years ending on those dates is
presented  below:

                           2003          2002          2001
                              Weighted-                    Weighted-
                              ---------
                                    Weighted-
                 Average                    Average                    Average
                Exercise                    Exercise                    Exercise
          Shares          Price          Shares          Price          Shares
                                      Price
Fixed  Options
--------------

Outstanding  at  beginning  of  year        2,960,500           $       1.25
3,229,000           $       1.26             2,644,000           $       1.20
Granted           100,000           $       1.33                           -
 $           -                700,000           $       1.35
Exercised           (41,900)           $       0.50                (20,500)
$       0.50              (115,000)           $       1.50
Cancelled                      -           $           -              (248,000)
$       1.36                           -

Outstanding  at  end  of  year        3,018,600           $       1.27
2,960,500           $       1.25             3,229,000           $       1.26

Options exercisable at year-end        3,018,600                       2,960,500
3,229,000

Weighted-average  fair  value  of
  options  granted  during  the  year      $         0.96                     $
-                     $         1.22

 The  following  table  summarizes  information  about  fixed  stock  options
outstanding  at  December  31,  2003:

                                       Options Outstanding and Exercisable
                                          Weighted-Average
              Number Outstanding          Remaining          Weighted-Average
   Range of Exercise Prices          at December 31, 2003            Contractual
                        Life              Exercise Price

$.50  -  $2.43                                3,018,600
4.72           $                        1.27

 A  summary  of  option  transactions  during the years ended December 31, 2003,
2002,  and  2001  is  presented  below:

                           Number          Weighted-Average
                          of Shares          Exercise Price

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

Issued                   100,000                                     1.33
Exercised                   (41,900)                                     0.50
Cancelled                              -
-

Outstanding  at  December  31,  2003                3,018,600

Exercisable  at  December  31,  2003                3,018,600

Available  for  Issuance  at  December  31,  2003                   610,400



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


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

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

               December 31,          December 31,          December 31,
                           2003          2002          2001

Partnership  income,  net  of  expenses      $               30,000           $
18,299           $              51,542


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

Full  year  basic earnings (loss) per share for the Company were $.06, $.04, and
$(.01)  in  2003,  2002  and  2001, respectively, and were based on the weighted
average  shares  outstanding  of  19,801,785  in  2003,  19,702,054 in 2002, and
19,495,693  in  2001.  Diluted  earnings  (loss)  per share for the Company were
$.05,  $.03,  and  $(.01)  in  2003,  2002  and 2001, 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 3,018,600 in 2003, 2,698,500 in
2002,  and 0 in 2001.  Common stock equivalents excluded from the calculation of
diluted  earnings per share because the effect was antidilutive were 0, 960,000,
and  3,729,000  in  2003,  2002  and  2001,  respectively.


NOTE  6  -  INCOME  TAXES
            -------------

At  December  31,  2003,  the  Company  had  available  net operating loss carry
forwards  for  financial  statements  and  federal  income  tax  purposes  of
approximately  $56,000.  These  loss carryforwards expire between 2004 and 2014.

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

               December 31,          December 31,          December 31,
                           2003          2002          2001

Deferred  Tax  Assets:
  Net  operating  loss  carryforwards      $               21,758           $
45,667           $             606,550
  Statutory  depletion  carryforwards                     339,007
297,217                          291,276

Total  Deferred  Tax  Assets                     360,765
342,884                          897,826
Valuation Allowance                   (360,765)                        (342,884)
(897,826)

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.

<PAGE>
NOTE  6  -  INCOME  TAXES  (Continued)
            -------------

The  reconciliation  of  federal  taxable  income  follows:

               December 31,          December 31,          December 31,
                           2003          2002          2001

Income  (loss)  before  tax      $      1,217,782           $        845,130
$       (117,975)

Computed  "expected"  tax  (benefit)      $        414,046           $
304,344           $         (40,112)

State  tax  liability                  58,000                       76,000
-

Utilization  (non-utilization)  of  operating  loss  carryover
(414,046)                    (304,344)                       40,112

Total  income  tax  provision      $          58,000           $          76,000
$                    -


NOTE  7  -  MAJOR  CUSTOMERS
            ----------------

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

The  Company  received  all of 10% of its oil and gas revenue from one customer.

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

The  Company  received  more  than  10% of its prospect sales from the following

                                   Opus I          Other
Period  Ended:
  December  31,  2001           $           1,597,771           $
-

  December  31,  2002           $              752,971           $
-

  December  31,  2003           $           5,440,780           $
-



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).


<PAGE>
NOTE  8  -  FINANCIAL  INFORMATION  RELATING  TO  INDUSTRY  SEGMENTS (Continued)
            --------------------------------------------------------

The  Company's  operations  are classified into two principal industry segments.
Following  is  a  summary  of  segmented  information  for 2003, 2002, and 2001:

                 Oil and Gas          Precious          Drilling and
            Production          Metals          Development          Total
Year  Ended  December  31,  2003

Revenues  from  External  Customers      $       932,268           $
-           $    6,585,780           $    6,373,048

Interest  Revenue      $         34,479           $                   -
$                   -           $         34,479

Interest  Expense      $           2,572           $                   -
$                   -           $           2,572

Expenditures  for  Segment  Assets      $                   -           $
-           $                   -           $                   -

Depreciation,  Depletion,  and  Amortization      $         29,222           $
-           $                   -           $         29,222

Total  Assets      $    8,320,992           $                   -           $
-           $     8,320,992

Net  Income  (Loss)      $      (624,280)           $      (366,039)           $
2,150,101           $     1,159,782


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      $    4,634,874           $                   -           $
-           $    4,634,874

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)




<PAGE>
NOTE  9  -  COMMON  STOCK
            -------------

During  2003  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,  one  former  employee, and one private individual exercised
options  to  purchase  41,900  common  shares  at  $.50  each.

-     One  private individual purchased 3,000 common stock shares at $1.35 each.

-     We  issued  15,000  shares  to the Company's officers.  The closing market
price  of  our  common  stock  on  the  date  we awarded these shares was $1.36.

-     We  issued  50,000 shares to the Company's outside directors.  The closing
market  price  of our common stock on the date we awarded these shares was $1.33

-     We  issued  6,000  shares to a consultant for service.  The closing market
price  of  our  common  stock  on  the  date  we awarded these shares was $3.20.

-     We  issued  255,387  common shares to Swartz Private Equity, LLC (see Note
10).


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 $267,400
with  the appeal.  The bond amount is included in Deposits at December 31, 2003.
On March 24, 2004, the appellate court affirmed the decision of the trial court.
We  are  considering  whether  to  appeal  the  appellate  court judgment to the
California  Supreme  Court.  Tri-Valley  Corporation  created a cash reserve for
this  judgment  in  2002  when  this  verdict was awarded.  Included in accounts
payable  at  December  31,  2003 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.


<PAGE>
------
NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES  (Continued)
             -------------------------------

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

The  Company  sells  its  gas  under  three  separate gas contracts. Each of the
contracts  is effective for a twelve month period and are renegotiated annually.
During  2001,  2002,  and  2003,  the Company sold all of its produced gas under
these agreements. The terms of the agreements are identical among the contracts.
During  2003,  the terms of the agreements were as follows: 100% of the produced
gas  was  sold  at  the  monthly  spot  price.  During  2002,  the  terms of the
agreements  were  as  follows:  100% percent of the produced gas was sold 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 sold 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,  2003  consists  primarily  of  the  following  projects:

Opus
----

In May of 2001 the Company began raising funds for a one hundred million dollars
exploration  drilling  program named OPUS-I.  The program calls for the drilling
of  26 prospects, 23 in California and 3 in Nevada.  As of December 31, 2003 the
program has drilled seven wells in which two were dry holes, the remaining wells
are  currently being tested or evaluated for further work.  The drilling portion
of  these  prospects  is  turnkeyed,  meaning the drilling portion is done for a
fixed  cost  and  the  completion  portion is done at the actual cost.  The Opus
Drilling  Program  joint  venture  status  at  December  31, 2003 is as follows:

Total  Opus  Contributions                $        19,767,438
Total  Opus  Expenditures                $        15,911,488
                                        ====================



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,  2003,  which  is  included in the joint venture advance, is as follows (the
vast  majority  of  expenditures  were  made  in  2000):
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  month  to  month  basis.

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.

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. During September and October of 2003 Swartz Private
Equity, LLC chose to exercise these Warrants through a cashless transaction. The
company  issued  255,387 shares under the Warrant agreement. The resulting costs
in  the amount of $1,311,710 were recognized as stock issuance costs, and offset
against  additional  paid  in  capital,  in accordance with Financial Accounting
Standards Board Statement on Financial Accounting Standard No. 123 (as amended).

NOTE  11  -  SUBSEQUENT  EVENT
             -----------------

On  November  7,  2002 a judgment of $141,500 was awarded to Armstrong Petroleum
against  Tri-Valley  Corporation,  as  a  result of a breach of contract lawsuit
regarding royalties, filed by Armstrong.  On March 24, 2004, the appellate court
affirmed the decision of the trial court.  The Company is considering an appeal.
The Company has restricted deposit dedicated to payment of this award plus legal
fees,  in  the  event  the  lawsuit  is  not  overturned.  See  Note  10.



<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,
2003,  2002,  and  2001.  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,
                           2003          2002          2001

Aggregate  capitalized  costs:
  Proved  properties      $          752,705           $          752,705
$          752,705
  Unproved  properties               1,231,165                    1,654,117
1,692,703
  Accumulated  depletion, depreciation and amortization                (604,223)
(587,030)                     (562,310)

Net  capitalized  assets      $       1,379,647           $       1,819,792
$       1,833,098

 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,
                           2003          2002          2001

Acquisition  of  producing  properties  and  productive  and
  non-productive  acreage      $                     -           $
-           $                    -

Exploration  costs  and  development  activities      $                  -
$        45,143           $                  -


<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,
                           2003          2002          2001
          `     `     `     `
                -           -
Sales  to  unaffiliated  parties      $           932,268           $
771,621           $        1,656,265
Production  costs                 (183,362)                      (224,320)
(332,160)
Depletion,  depreciation  and  amortization                   (26,551)
(24,719)                        (38,388)

                   722,355                        522,582
1,285,717
Income  tax  expense                 (264,968)                      (187,057)
(461,867)

Results  of  operations  from  activities  before
  extraordinary  items  (excluding
  corporate  overhead  and  interest costs)      $           457,387           $
335,525           $           823,850

 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, 2003, 2002, and 2001, and
changes in such quantities during each of the years then ended, were as follows:

       December 31, 2003          December 31, 2002          December 31, 2001
         Oil          Gas          Oil          Gas          Oil          Gas
         ---          ---          ---
           (BBL)          (MCF)          (BBL)          (MCF)          (BBL)
                                      (MCF)

Proved  developed  and  undeveloped  reserves:
  Beginning  of  year           150             1,492,245                164
1,684,757                299             1,842,672
  Revisions  of  previous  estimates  extensions,
    discoveries  and  other  additions             25                (47,026)
15                  40,066              (121)                  72,477
  Net  reserve  additions               -                  36,982
-                           -                    -                           -
  Production            (25)              (162,314)                (29)
(232,578)                (14)              (230,392)

End  of  year           150             1,319,887                150
1,492,245                164             1,684,757

Proved  developed  reserves:
  Beginning  of  year           150             1,492,245                164
1,684,757                299             1,842,672

  End  of  year           150             1,319,887                150
1,492,245                164             1,684,757

 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,  2003,  2002,  and  2001.

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.

<PAGE>
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,
                           2003          2002          2001
Future  cash in flows      $     5,973,197           $     5,791,416           $
                          ----------------          ----------------          --
4,231,473
---------
Future  production  and  development  costs            (1,376,902)
(1,297,906)                 (1,293,017)
Future  income  tax  expenses            (1,134,811)                 (1,202,626)
(430,547)
Future  net  cash  flows             3,461,484                  3,290,884
                             -----------------          -----------------
2,507,909
---------
10%  annual  discount  for  estimated timing of cash flows             1,190,852
1,066,614                  1,502,899
Standardized  measure  of  discounted  future net cash flow      $     2,270,632
                                                                ----------------
 $     2,224,270           $     1,005,010
----------------          ----------------

 * 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,
                           2003          2002          2001

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

Sales  of  oil and gas produced, net of production costs               (748,906)
(547,301)                      (60,294)
Revisions  of  estimates  of  reserves  provided  in  prior  years:
  Net  changes  in  prices                969,281                  2,432,433
(1,336,765)
  Revisions  of  previous  quantity  estimates               (171,355)
166,536                    (295,610)
  Extensions  and  discoveries                102,382
-                     495,354
  Purchases  of  minerals  in  place                            -
-                                 -
Accretion  of  discount                263,451                     274,545
117,937
Changes  in  production  rates  (timing)  and  other               (436,306)
(334,874)                  1,122,078
Net  change in income taxes                  67,815                    (772,079)
(7,521,416)

Net  increase  (decrease)                  46,362                  1,219,260
(7,478,716)

Standardized  measure  -  end  of  period      $     2,270,632           $
2,224,270           $     1,005,010



<PAGE>
Quarterly  Financial  Data  (Unaudited)
---------------------------------------

                                         2003

                 First          Second          Third          Fourth
              Quarter          Quarter          Quarter          Quarter

Operating  Revenues      $       176,780           $    1,190,371           $
3,137,062           $    3,105,032

Net  Income  (Loss)      $      (421,407)           $      (152,183)           $
1,242,570           $       490,802

Net  Income  (Loss)  per  Common  Share      $            (0.02)           $
(0.01)           $             0.06           $             0.03


                                         2002

                 First          Second          Third          Fourth
              Quarter          Quarter          Quarter          Quarter

Operating  Revenues      $       182,734           $       857,241           $
3,923,875           $    1,321,058

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)           $              -









ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

None.

ITEM  9A.  CONTROLS  AND  PROCEDURES
------------------------------------

Evaluation  of  Disclosure  Controls
  We  evaluated  the  effectiveness  of  our  disclosure controls and procedures
("Disclosure  Controls") as of the end of the 2003 fiscal year.  This evaluation
("Controls  Evaluation")  was  done  with the participation of our president and
chief  executive  officer("CEO")  and  chief  financial  officer  ("CFO").

  Disclosure  Controls  are  controls  and other procedures that are designed to
ensure  that  information  required to be disclosed by us in the reports that we
file  or  submit  under  the Securities Exchange Act of 1934 ("Exchange Act") is
recorded processed, summarized and reported within the time periods specified in
the  SEC's rules and forms.  Disclosure Controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to  be  disclosed  by  us  in the reports that we file under the Exchange Act is
accumulated  and  communicated  to our management, including our CEO and CFO, as
appropriate  to  allow  timely  decisions  regarding  required  disclosure.

Limitations  on  the  Effectiveness  of  Controls
  Our management, including our CEO and CFO, does not expect that our Disclosure
Controls or our internal controls over financial reporting ("Internal Controls")
will  prevent  all  error  and  all fraud.  A control system, no matter how well
conceived and operated, can provide only reasonable, but not absolute, assurance
that  the  objectives  of a control system are met.  Further, any control system
reflects  limitations on resources, and the benefits of a control system must be
considered  relative  to  its costs.  Because of the inherent limitations in all
control  systems,  no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within Tri-Valley Corporation
have  been  detected.  These  inherent  limitations  include  the realities that
judgments in decision-making can be faulty and that breakdowns can occur because
of  simple  error or mistake.  Additionally, controls can be circumvented by the
individual  acts  of  some  persons,  by  collusion of two or more people, or by
management  override  of  a control.  A design of a control system is also based
upon  certain assumptions about potential future conditions; over time, controls
may  become  inadequate  because  of  changes  in  conditions,  or the degree of
compliance  with  the  policies  or  procedures may deteriorate.  Because of the
inherent  limitations  in  a cost-effective control system, misstatements due to
error  or  fraud  may  occur  and  may  not  be  detected.

Conclusions
  Based  upon  the  Controls  Evaluation,  our  CEO and CFO have concluded that,
subject to the limitations noted above, the Disclosure Controls are effective in
providing  reasonable assurance that material information relating to Tri-Valley
Corporation is made known to management on a timely basis during the period when
our  periodic  reports  are  being  prepared.
  There  were  no  changes  in  our  Internal  Controls that occurred during the
quarter  covered by this report that have materially affected, or are reasonably
likely  to  materially  affect  our  Internal  Controls.












                                    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          68          1974          President,  CEO, Director,
TVC
                              CEO  and  Director,  TVOG
                              President,  CEO,  Director,  TVPC

Dennis  P.  Lockhart(1)          57          1982          Director

Milton  J.  Carlson(1)          73          1985          Director

Harold  J.  Noyes          55          2002          Director

Loren  J.  Miller(1)          59          1992          Director

C.  Chase  Hoffman          81          2000          Director

Thomas  J.  Cunningham          61          1997          Treasurer,  Chief
Financial  Officer  and
                              Secretary,  TVC,  TVOG,  and  TVPC

Joseph  R.  Kandle          61          1999          President,  TVOG

 (1)-  Member  of  Audit  Committee

F.  LYNN  BLYSTONE  - 68     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 Pipeline
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 - 57     Director     1982
                                   -----------------------

Mr.  Lockhart  is  a  professor  at  Georgetown  University.  He  was previously
Managing  Partner  of  Zephyr  Management  L.P., an international private equity
investment fund sponsor/manager headquartered in New York.  He remains a partner
in  this  firm.  He  is  also  (non-executive)  Chairman of the Small Enterprise
Assistance  Funds  (SEAF),a  not-for-profit operator of emerging markets venture
capital  funds  focused  on  the  small  and  mid-sized company sector.  He is a
director  of  CapitalSource Inc. (NYSE) and SMELoan Asia/Maveo Systems (private,
Hong  Kong  based).  In  2002  and 2003 he was an Adjunct Professor at the Johns
Hopkins University School of Advanced International Studies.  From 1988 to 2001,
he  was  President  of Heller International Group Inc., a non-bank corporate and
commercial  finance  company  operating  in  20 countries, and a director of the
group's  parent,  Heller  Financial Inc.  From 1971 to 1988 he held a variety of
international  and  domestic  positions  at  Citibank/Citicorp  (now  Citigroup)
including  assignments  in  Lebanon,  Saudi  Arabia, Greece, Iran and the bank's
Latin  American  group  in  New  York.  In 1999, he was Chairman of the Advisory
Committee  of  the  U.S.  Export  Import  Bank.  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 - 73     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 - 59     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 - 55     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 - 81     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 - 61     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 - 61     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.

AUDIT  COMMITTEE

The outside independent directors that serve on the audit committee are Loren J.
Miller,  Dennis  P.  Lockhart and Milton J. Carlson.  The board of directors has
determined  that  Loren  J.  Miller  is  considered  to  be  the audit committee
financial  expert.  Please  see  his  biography  above.

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,  2003,  2002, and 2001.

The  Board  of  Directors  (excluding  Mr.  Blystone) served as the compensation
committee  for  fiscal  year  2003.

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

                F. Lynn          FYE 12/31/03          $ 99,000          $50,000
  Blystone,  CEO          FYE  12/31/02          $  99,000
$50,000
          FYE  12/31/01                  $  99,000          $16,250
300,000


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

We  have  an employment agreement with F. Lynn Blystone, our President and Chief
Executive  Officer,  which ended in August 2002, and was automatically renewable
for  three  one-year  periods  after 2002, unless we terminated 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 addition, 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  2003  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 2003.

                      ( 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     11,900     $41,970     874,600/0     $2,765,440/0

     *Based  on  a  fair  market value of $4.40 per share, which was the closing
price  of  the Company's Common Stock on the American Stock Exchange on December
31,  2003.

No  additional  stock  options  were  granted  to  Mr.  Blystone  in  2003.

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  2003.

                               (A)     (B)     (C)
                       NAME     FEES     RESTRICTED SHARES
                       ----     ----     -----------------

                      Harry J. Noyes     $2,400     10,000

                      Milton Carlson     $2,400     10,000

                    Dennis P. Lockhart     $2,400     10,000

                      Loren J. Miller     $2,400     10,000

                     C. Chase Hoffman     $2,400     10,000

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, 1999 through
December  31,  2003.

Total  returns assume $100 invested on December 31, 1999 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
          12/31/1999     12/31/2000     12/31/2001     12/31/2002     12/31/2003
Tri-Valley  Corp      $          100.00      $           108.00      $
106.67      $            93.33      $          293.33
Royale  Energy,  Inc.      $          100.00      $           289.20      $
292.61      $          267.05      $          697.16
Parallel  Petroleum  Corp.      $          100.00      $           255.44      $
188.17      $          162.13      $          257.40
Equity  Oil  Co.      $          100.00      $           312.50      $
160.71      $          178.57      $          350.89



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

As  of  December  31, 2003, there were 20,097,627 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          1,329,864(1)          6.3%


Includes  874,600 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,  2003  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          1,329,864(3)          6.3%

              Dennis P. Lockhart          342,091(3)          1.7%

               Milton J. Carlson          349,000(3)          1.7%

                Loren J. Miller          315,300(3)          1.5%

                Harold J. Noyes          110,000(3)          0.5%

               C. Chase Hoffman          257,500(3)          1.2%

Total  group  (all  directors  and
------------
       Executive officers - 6 persons)          2,703,755(3)          12.2%


(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;
Loren  J.  Miller 270,000, Harold J. Noyes 100,000, C. Chase Hoffman 200,000; F.
Lynn  Blystone  874,600.

(2)     Based on total outstanding shares of 20,097,627 as of December 31, 2003.
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.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES
-----------------------------------------------------


            YEAR     AUDIT SERVICES     TAX SERVICES     SEC SERVICES
                2003     $45,509.82     $16,784.18     $ 6,286.00
                2002     $35,276.47     $15,149.31     $19,592.88

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.
14.1          Code  of  Business  Conduct  &  Ethics
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.
31.1          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,  2004          By:_/s/  F.  Lynn  Blystone____________________
                                F.  Lynn  Blystone
                                President,  Chief  Executive  Officer  and
                                Director


     March  24,  2004          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,  2004          By:__/s/  Milton  J.  Carlson___________________
                                Milton  J.  Carlson,  Director



     March  24,  2004          By:__/s/  C.  Chase  Hoffman___________________
                                C.  Chase  Hoffman,  Director



     March  24,  2004          By:__/s/  Dennis  P.  Lockhart__________________
                                Dennis  P.  Lockhart,  Director



     March  24,  2004          By:__/s/  Loren  J.  Miller____________________
                                Loren  J.  Miller,  Director



     March  24,  2004          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,  2004
_____________________________________________
                         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,  2004               _________________________________________
                         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,  2004
          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,  2004
          TRI-VALLEY  CORPORATION


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




















                             TRI-VALLEY CORPORATION

                        CODE OF BUSINESS CONDUCT & ETHICS


GENERAL  PHILOSOPHY
-------------------

Tri-Valley  Corporation  and  its  subsidiaries  ("Tri-Valley")  and each of its
directors, officers and employees must conduct their affairs with uncompromising
honesty  and  integrity.  Business ethics are no different than personal ethics.
The  same high standard applies to both.  As an employee of Tri-Valley or any of
its  subsidiaries,  you  are  required  to  adhere to the highest standard.  The
ethical  standards  set  forth  in  this  code  reflect  who  we are and are the
standards  by  which  we  choose  to  be  judged.

Our  employees are expected to be honest and ethical in dealing with each other,
with clients, vendors, and all other third parties.  Doing the right thing means
doing  it  right  every  time.

You  must  also  respect the rights of your fellow co-workers and third parties.
Your  actions  must  be  free from discrimination, libel, slander or harassment.
Each  person  must  be  accorded equal opportunity regardless of age, race, sex,
color,  creed,  religion,  national  origin,  marital  status, veteran's status,
handicap  or  disability.

Misconduct  cannot  be  excused because it was directed or requested by another.
In  this  regard,  you  are  expected  to  alert management whenever an illegal,
dishonest  or  unethical  act  is  discovered  or  suspected.  You will never be
penalized  for  reporting  your  discoveries  or  suspicions.  There  will be no
reprisals  for  the good faith reporting of a perceived violation.  Reports of a
violation  will  be investigated promptly and the matter will be treated, to the
extent  possible, as confidential.  In addition to (or instead of) reporting the
matter  to  Tri-Valley's  management,  employees may report violations by senior
management  (and  must  report  violations  involving  financial  accounting and
reporting)  to  the  chairperson  of  our audit committee, who is an independent
director  and who does not report to our president or other senior management of
Tri-Valley.

The following statements concern frequently raised ethical concerns.  Violations
of  this code are serious matters that may result in disciplinary actions, up to
and  including  termination.  In  addition,  violations of the law may result in
fines,  penalties  or  other  legal  remedies  imposed  by  regulatory  and  law
enforcement  authorities.

Conflicts  of  Interest
-----------------------

You  must  avoid  any  personal  activity, investment or association which could
appear  to  interfere with good judgment concerning Tri-Valley's best interests.
You  may  not exploit your position or relationship with Tri-Valley for personal
gain.  You  should  avoid  even the appearance of such a conflict.  For example,
there  is  a  likely  conflict  of  interest  if  you:


-       cause  Tri-Valley  to  engage in business transactions with relatives or
friends;
-       use nonpublic Tri-Valley, client or vendor information for personal gain
by  you,  relatives  or friends (including securities transactions based on such
information);
-       have  more  than  a  modest  financial interest in Tri-Valley's vendors,
clients  or  competitors;
-       receive  a  loan  or guarantee of obligations from Tri-Valley or a third
party  as  a  result  of  your  position  at  Tri-Valley;
-       work  simultaneously  for  Tri-Valley  and  a  competitor,  customer  or
supplier;  or
-       compete,  or prepare to compete, with Tri-Valley while still employed by
Tri-Valley.

A conflict of interest exists when a person's private interest interferes in any
way with the interests of Tri-Valley.  If you have concerns about any situation,
management  (with  the  help  of  our  legal  counsel)  can  assist  you.

Gifts,  Bribes  and  Kickbacks
------------------------------

Other  than  for modest gifts given or received in the normal course of business
(including  travel  or  entertainment),  neither you nor your relatives may give
gifts  to,  or receive gifts from, Tri-Valley's clients or vendors.  Other gifts
may  be given or accepted only with prior approval of your senior management and
in  no  event  should you put Tri-Valley or yourself in a position that would be
embarrassing  if  the  gift  was  made  public.

Dealing  with  government employees is often different than dealing with private
persons.  Many  governmental  bodies  strictly  prohibit  the  receipt  of  any
gratuities  by  their employees, including meals and entertainment.  You must be
aware  of  and  strictly  follow  these  prohibitions.

Any  employee  who  pays  or  receives  bribes  or kickbacks will be immediately
terminated  and  reported,  as  warranted,  to  the  appropriate authorities.  A
kickback  or  bribe  includes  any  item intended to improperly obtain favorable
treatment.

                                      LOANS

You  may  not  request  or  accept  a  loan  from  Tri-Valley.

                  Improper Use or Theft of Tri-Valley Property
                  --------------------------------------------

Every  employee  must  safeguard Tri-Valley property from loss or theft, and may
not  take  such  property  for  personal  use.  Tri-Valley  property  includes
confidential  information,  software,  computers, office equipment and supplies.
You  must  appropriately  secure  all Tri-Valley property within your control to
prevent  its  unauthorized  use.

COVERING  UP  MISTAKES;  FALSIFYING  RECORDS

Mistakes  should  never be covered up, but should be immediately fully disclosed
and corrected.  Falsification of any Tri-Valley, client or third party record is
prohibited.

ABUSE  OF  TRI-VALLEY,  CLIENT  OR  VENDOR  INFORMATION

You  may  not  use  or  reveal  Tri-Valley,  client  or  vendor  confidential or
proprietary  information to others.  This includes business methods, pricing and
marketing  data, strategy, computer code, screens, forms, experimental research,
and  information  about  our  current,  former  and  prospective  clients  and
associates.

FAIR  DEALING

No  Tri-Valley  employee  should  take  unfair  advantage  of  anyone  through
manipulation, concealment, abuse of privileged information, misrepresentation of
material  facts,  or  any  other  unfair-dealing  practice.

FAIR  COMPETITION  AND  ANTITRUST  LAWS

Tri-Valley  must comply with all applicable fair competition and antitrust laws.
These  laws  attempt  to  ensure that businesses compete fairly and honestly and
prohibit  conduct  seeking  to  reduce  or  restrain  competition.  If  you  are
uncertain  whether  a contemplated action raises unfair competition or antitrust
issues,  management  (with  the  help  of  our  legal  counsel)  can assist you.

SECURITIES  TRADING

It  is  usually illegal to buy or sell securities using material information not
available to the public.  This "inside" information includes, but is not limited
to,  information  that  Tri-Valley  has not released to the general public about
significant  contracts,  claims, liabilities, major litigation, potential sales,
mergers  or  acquisitions,  and  oil,  gas  and  mineral  plans,  activities,
discoveries,  forecasts  or  budgets.

If  you  give  such undisclosed inside information to others, you as well as the
recipients  may  be  liable  as  persons  who  illegally  trade securities while
possessing  such information.  Securities laws may be violated if you, or any of
your  relatives  or  friends  trade  in  securities of Tri-Valley, or any of its
clients  or  vendors,  while  possessing  information.  If  you  are  uncertain,
management  (with  the  help  of  our  legal  counsel)  can  assist  you.

PROVISIONS APPLICABLE TO THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

Our  chief  executive  officer  ("CEO")  and chief financial officer ("CFO") are
responsible  for  full,  fair, accurate, timely and understandable disclosure in
our  periodic  reports  required  to  be  filed with the Securities and Exchange
Commission.  As  a result, in addition to the remaining provisions in this code,
the  CEO  and  CFO  shall:

-       promptly  bring  to the attention of the audit committee any information
they may have concerning (a) significant deficiencies in the design or operation
of  internal  controls  which  could  adversely  affect  our  ability to record,
process,  summarize  and  report financial data or (b) any fraud, whether or not
material,  that  involves  management  or other employees who have a significant
role  in  our  financial  reporting,  disclosures  or  internal  controls;
-       Promptly  bring  to  the  attention  of  our legal counsel and the audit
committee any information they may have concerning any violation of this code or
of  the securities or other laws, rules and regulations applicable to Tri-Valley
and  the  operation  of  its  business;
-       promptly  bring  to  the  attention  of  our legal counsel and the audit
committee any material transaction or relationship that arises and of which they
become  aware  that  could  be  expected  to  give rise to an actual or apparent
conflict  of  interest;
-       develop  and  maintain the skills necessary and relevant to Tri-Valley's
needs  with  respect to maintenance of adequate disclosure controls and internal
controls  and  procedures;  and
-       proactively  promote  ethical  and  honest  behavior  within Tri-Valley.

WAIVERS

This code applies to all Tri-Valley employees and its board of directors.  There
shall  be  no  waiver of any part of this code, except by a vote of the board of
directors  or  a  designated committee, which will ascertain whether a waiver is
appropriate  and  ensure  that the waiver is accompanied by appropriate controls
designed  to  protect  Tri-Valley.  In the event that any waiver is granted, the
waiver must be disclosed publicly in a filing with the SEC and will be posted on
the Tri-Valley website, thereby allowing the Tri-Valley shareholders to evaluate
the  merits  of  the  particular  waiver.

REPORTING  ETHICAL  VIOLATIONS

Your  conduct  can  reinforce an ethical atmosphere and positively influence the
conduct  of fellow employees.  If you are powerless to stop suspected misconduct
or  discover  it after it has occurred, you should report it to the president or
another  senior  officer.  If the suspected misconduct involves the president or
another  senior  officer,  you  may  report  it  to the chairperson of the audit
committee.  If  the  suspected  misconduct  involves  financial  accounting  or
reporting,  it  must  be  reported  to  the  chairperson of the audit committee.
                ----

Employees  may  forward  complaints  on a confidential or anonymous basis to the
president  or  to  the  chairperson  of  the  audit  committee.

Accounting  and  Financial  Reporting  Matters

Suspected  misconduct  concerning  accounting  and  financial  reporting must be
reported  to  the  chairperson of the audit committee.  Accounting and financial
reporting  misconduct  includes,  without  limitation,  the  following:

-       fraud  or  deliberate  error  in  the preparation, evaluation, review or
audit  of  any  or  our  financial  statements;
-       fraud  or  deliberate  error  in recording and maintaining our financial
records;
-       deficiencies  in or noncompliance with our internal accounting controls;
-       misrepresentations  or  false  statements to or by a senior officer with
respect  to  a  matter  contained in our financial records, financial reports or
audit  reports,  or
-       deviation  from  full  and  fair  reporting  of our financial condition.

Reports  to  the  secretary  of  the  audit  committee  may  be  made  to:

Milt  Carlson
379  Grandview  Drive
Kalispell,  MT  59901

CONCLUSION

In the final analysis, you are the guardian of Tri-Valley's ethics.  While there
are  no  universal  rules,  when  in  doubt  ask  yourself:

-       Will  my  actions  be ethical in every respect and fully comply with the
law  and  with  Tri-Valley  policies?
-       Will  my  actions  have  the  appearance  of  impropriety?
-       Will  my  actions  be questioned by my supervisors, associates, clients,
family  and  the  general  public?
-       Am  I trying to fool anyone, including myself, as to the propriety of my
actions?

If  you  are  uncomfortable with your answer to any of the above, you should not
take  the  contemplated  actions  without first discussing them with management.

Any  employee who ignores or violates any of Tri-Valley's ethical standards, and
any  manager  who  penalizes  a  subordinate  for trying to follow these ethical
standards,  will be subject to corrective action, including immediate dismissal.
However, it is not the threat of discipline that should govern your actions.  We
hope you share our belief that a dedicated commitment to ethical behavior is the
right  thing  to  do  and  is  good  business.