SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For  the  Fiscal  Year Ended December 31, 2000    Commission File No. 0-6119


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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such requirement for
the  past  90  days.               Yes___X__     No_____

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

The  issuer's  revenues  for  the  most  recent  fiscal  year  were  $2,197,369.

As of January25, 2001, 19,653,748 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$29,078,340.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  None

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

Exhibit  Index  appears  on  page  32.

<PAGE>
                                     PART I

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

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

TVOG  primarily  generates  its  own  exploration  prospects  from  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 ("AMI").  The prospect is then presented to potential
co-venturers.  The  company  deals  with both sophisticated individual investors
and  energy  industry  companies.  TVOG  is  the  operator of these co-ventures.

In  1987, the Company acquired precious metals claims on Alaska state lands. The
Company has conducted exploration operations on these properties and has reduced
its  original  claims  to  a  block  of  approximately 38,760 acres (60.6 square
miles).  The  Company  has conducted trenching, core drilling, bulk sampling and
assaying activities to date and has reason to believe that mineralization exists
to justify additional exploration and development activities.  However, to date,
the  Company  has  not  identified probable mineral reserves on these properties


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

The  Company's  headquarters and administrative offices are located at 230 South
Montclair  Street, Suite 101, Bakersfield, California 93309.  The Company leases
approximately 2,500 square feet of office space at that location.  The principal
properties  of  the  Company  consist  of  proven  and  unproven oil and gas and
precious  metal properties, maps and geologic records related to prospective oil
and  gas  and precious metal properties, office and other equipment.  TVOG has a
worldwide  geologic  library  with  data  on  every  continent except Antarctica
including over 700 leads and prospects in California, the Company's present area
of  emphasis.  This is further supported by a database of over 20,000 line miles
of  2-D  seismic.

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

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

The  company  has  retained  the  services  of Cecil Engineering, an independent
engineer,  for  the  purposes  of  estimating  the Company's net share of proved
developed  oil  and  gas reserves on all the Company's oil and gas properties at
December  31,  2000.  The  Company  does not include any undeveloped reserves in
these  reserve  studies  and,  accordingly,  only  proved developed reserves are
reported  herein.  Price  is  a  material  factor  in the stated reserves of the
Company,  because  higher  prices  permit  relatively higher-cost reserves to be
produced  economically.  Higher  prices  generally permit longer recovery, hence
larger  reserves  at  higher  values.  Conversely,  lower prices generally limit
recovery  to  lower-cost  reserves,  hence  smaller  reserves.  The  process  of
estimating  oil  and  gas reserve quantities is inherently imprecise.  Ascribing
monetary values to those reserves, therefore, yields imprecise estimated data at
best.

The  estimated future net recoverable oil and gas reserves from proved developed
properties as of December 31, 2000, December 31, 1999 and December 31, 1998 were
as  follows:


<PAGE>
ITEM  2.  PROPERTIES
--------------------

                                               BBL                        MCF
                                               ---                       -----

December  31,  2000             Condensate     299     Natural Gas     1,842,672
December  31,  1999             Condensate     185     Natural Gas     1,540,003
December  31,  1998             Condensate     234     Natural Gas     1,434,539

Using  year-end  oil  and  gas  prices  and  current  levels  of lease operating
expenses,  the  estimated  present value of the future net revenue to be derived
from the Company's proved developed oil and gas reserves, discounted at 10%, was
$12,920,069 at December 31, 2000, $1,308,178 at December 31, 1999,and $1,213,400
at  December  31,  1998.  Reference  is  made  to  the  unaudited  supplemental
information  of the consolidated financial statements for further information on
oil  and  gas  reserves  and  estimated  values.

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


                       Year Ended      Year Ended       Year Ended
                      December 31,     December 31,     December 31,
                          2000           1999             1998

Natural Gas (MCF)       249,011         210,333           277,946
Crude Oil (BBL )             50             119               137


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


                       Year Ended     Year Ended        Year Ended
                      December 31,    December 31,      December 31,
                          2000          1999              1998

Natural gas (per MCF)    $3.76         $2.20             $2.20
Production  Costs
(per MCF)                  .21           .20               .20

Net Profit per MCF       $3.55         $2.00             $2.00

As of December 31, 2000, the Company had the following gross and net position in
wells  and  developed  acreage:

          Wells  (1)                                     Acres (2)
          ----------                                   ----------
     Gross           Net                          Gross           Net
       11          4.537                           2192           645

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

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

The  Company drilled one exploratory well in 2000, but as of March 15, 2001, the
Company  has  not  determined  whether  this  well  is  capable  of  commercial
production.  See  Management's  Discussion and Analysis of Financial Condition -
Petroleum  Activities,  page  8.


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

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

                       Year Ended     Year Ended     Year Ended
                      December 31,    December 31,   December 31,
                         2000            1999           1998

Exploratory               2*
Producing                -0-             -0-             -0-
Dry                       1**            -0-             -0-

    Total                 3              -0-             -0-

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

    Total                -0-             -0-             -0-

*At  December  31,  2000  ,  one well, the Ekho #1, had been drilled but not yet
completed.  The  Sunrise  Mayel  #1  was  still  drilling.

**During  2000  we  plugged and abandoned one well that had been drilled in 1998
but  had  never  produced  hydrocarbons  in  commercial  quantities.

The  following  table  sets  forth information regarding undeveloped oil and gas
acreage  in  which  the  Company  had  an  interest  on  December  31,  2000.

                  State          Gross Acres          Net Acres
                  -----          -----------          ---------
                California         25,564              20,890
                  Nevada           14,575              14,575

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

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

The  precious  metals  properties  are  located  in  interior  Alaska.  They are
comprised  of  898 40-acre claims and 16 160-acre prospecting sites, of which 84
claims  are  leased  from  others,  located solely on State open lands requiring
annual  assessment  work,  and  an  annual per claim fee.  All fees are current.

The  following  table  sets forth the information regarding the acreage position
the  Company  has  under  lease  in  Alaska  as  of  December  31,  2000:

                  State          Gross Acres          Net Acres
                  -----          -----------          ---------
                  Alaska           38,760              37,966

Mineral  properties claimed on Open State land require minimum annual assessment
work  of  $100  worth per State of Alaska claim.  In 1999, the Company staked 40
160-acre  prospecting sites.  In July 2000, the Company converted 24 prospecting
sites  into  96  new claims and staked an additional 32 claims to bring its land
position  to  approximately  40,640 acres (63.5 square miles).  These additional
128  claims  were  subsequently dropped in November 2000.  Also in 2000, Kinross
Gold  Co.,  successor  to  Cyprus  Amax  Mining  Co.,  quitclaimed  81 claims to
Tri-Valley,  bringing  its  present  land position to approximately 38,760 acres
(60.6  square  miles).  Expenditures  on  the  Richardson,  Alaska  acreage have
already  carried  forward annual assessment requirements more than four years on
all  its  claims.  The  Company  has  no  Federal  claims.


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

Tri-Valley  has  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.  Physical gold has been found at 60 locations along
a  20-mile  swath  and  over  1,000 samples have been assayed by Bondar-Clegg, a
respected  assay  house.  We  believe  we  have  a great potential and intend to
continue  our  exploration  and  future  development  of  these  properties.

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

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

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


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

During 2000, we settled one lawsuit between the Company and a former consultant,
which had been pending from 1997.  We were not party to any other material legal
proceedings  during  2000.


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

On  September  16,  2000,  the  Company  held  its  annual meeting.  The matters
submitted  to a vote of the security holders included the election of directors,
restated  Certificate  of  Incorporation , and the election by the Company to be
governed  by  203  of  the  Delaware General Corporation Laws.  The shareholders
elected  all  of  the  nominees  for director who were recommended by the board.
They  approved  the  restated  Certificate  of  Incorporation  and  approved the
proposal  to  be  governed  by  203  of  the  Delaware  General Corporation Law.

The  shareholder  votes  were  as  follows:

Measure  #1  -  Election  of  Directors
                             FOR        AGAINST        ABSTAIN
Earl H. Beistline        18,260,785     127,325
F. Lynn Blystone         18,264,680     123,430
Milton J. Carlson        18,266,485     121,625
Dennis P. Lockhart       18,266,485     121,625
Loren J. Miller          18,266,485     121,625

Measure  #2  -  Approved  restated  Certificate  of  Incorporation.
                            FOR         AGAINST       ABSTAIN
                         14,352,402     111,309      4,046,024

Measure  #3  -  Election  by  the Company to be governed by  203 of the Delaware
General
Corporation  Laws.
                             FOR        AGAINST       ABSTAIN
                         14,318,398     189,213       4,002,124




<PAGE>
                                     ------
                                     PART II
                                     -------

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

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


                 Bid Prices              Asked Prices
                -----------              -------------
                High     Low            High      Low
                ----     ----           ----     ----
<S>             <C>          <C>            <C>    <C>
2000:
First Quarter.  $ 3.438  $ 1.44        $ 3.63  $ 1.43
Second Quarter  $ 4.125  $ 2.03        $ 4.53  $ 1.88
Third Quarter.  $ 3.188  $ 1.75        $ 3.38  $ 1.72
Fourth Quarter  $ 1.938  $ 1.13        $ 2.06  $ 1.06
</TABLE>



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


1999:
First  Quarter   $  .470  $  .34        $  .56  $  .34
Second  Quarter  $ 1.063  $  .38        $ 1.12  $  .38
Third  Quarter   $ 1.188  $  .72        $ 1.31  $  .63
Fourth  Quarter  $ 1.969  $ 1.19        $ 2.16  $ 1.19

As of December 31, 2000, the Company estimates that its common stock was held by
approximately  2,000  shareholders of record in 40 states and at least 4 foreign
countries.

The  Company  historically has paid no dividends, and at this time does not plan
to  pay  any  dividends in the immediate future.  Rather, the Company strives to
add  share  value  through discovery success.  As of January 22, 2001, we had 13
market  makers  for  our  stock.  In  2000,  trading  volume exceeded 14 million
shares.

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

During  2000  there were 14,000 shares issued at $0.50 each from the exercise of
stock  options  held  by  one  director  and one former employee.  Additionally,
194,500  shares were sold to individuals in private placement, 55,000 at a price
of  $1.25  per share and 139,500 at a price of $1.50 per share, all exempt under
Section  4(2)  of  the Securities Act of 1933.  Also in 2000, 40,000 shares were
awarded  to  outside directors for past services and 5,000 shares were issued to
F.  Lynn  Blystone  according  to  the  terms  of  his  employment  agreement.


<PAGE>

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

Notice  Regarding  Forward-Looking  Statements

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

Overview

We  believe  that,  after  20  years  of  downsizing  in the petroleum industry,
increased  oil  and  natural  gas  prices  during  the  past year have created a
favorable  environment  for  renewed  growth.  Production from existing reserves
continues  to  decline,  while  demand increases.  While the trend for demand to
outstrip  available  supplies  is
worldwide  as  well  as  national,  we  believe that it is particularly acute in
California,  our primary venue for exploration and production, which imports 53%
of  its  oil  and  85%  of its natural gas demand.  According to Liam McGee, the
President  of  Bank of America, California is the world's fifth largest economy.
Oil  prices tend to be set based on worldwide supplies and prices, while natural
gas  prices  seem to be more dependent on local conditions.  Over the past year,
natural gas prices in California have risen dramatically, and our revenue due to
oil  and  gas  sales has risen with the price of gas.  We expect that gas prices
will  hold steady or possibly increase over the next year.  If has 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.

We  are  now  grading and prioritizing our geologic library, which contains over
700 leads and prospects, for exploratory drilling.  We use our library to decide
where  we should seek oil and gas leases for future explorations.  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.

Already  the  first  two  prospects,  Ekho  #1  and  the  Sunrise Mayel #1, have
discovered  resources  of  accumulations of exceptional potentials in the mapped
area,  according  to  logs  and  cores of the test wells recently drilled.  Both
wells  are  in "tight" reservoirs and require artificial hydraulic fracturing to
enhance  flow rates and neither can yet be certified as commercial, so we cannot
be  sure  that  either  of  these  prospects  will  result  in proved, developed
reserves.  In each play, Tri-Valley has as many as 40 or more locations based on
spacing  rules,  in  its  lease  blocks  over  mapped  closures.

Management  is  confident  that  the  Company inventory and projects can deliver
exceptional  value  to  shareholders  and  partners if we can fund a velocity of
drilling  to  make  the  discoveries  among  the  inevitable  dry  holes  of the
exploration  businessWe  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.  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.

Natural  Gas  Activities

The Company generally sells a percentage of production on a fixed contract price
and  the remainder at the monthly spot price.  In times when we expect the price
of  gas  to  weaken,  we  try to increase the amount we sell under fixed prices.
When  we  expect  the price of gas to rise, we seek to sell more gas in the spot
market.  In  2000, we sold 49% of our production under fixed price contracts and
51%  on  the  spot market.  Because we expect gas prices to continue to rise, we
intend  to  sell  100% of our production on the spot market in 2001.  Because we
plan  to  sell only on the spot market in 2001, a drop in the price of gas would
have  a  more  adverse  impact  on  us  than if we entered into some fixed price
contracts  for  sale  of  future  production.




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

Our  hydrocarbon  reserves were valued by independent engineers at a net present
value  of  $11,887,320  at  December
31,  2000,  an  increase of $10,670,021 from December 31, 1999 after taking into
account  the  SEC mandatory 10% discount rate and also taking into consideration
the effect of income tax.  This was due primarily to the increase in gas prices.
This value does not appear on the balance sheet because accounting rules require
discovered  reserves to be carried on the balance sheet at the cost of obtaining
them  rather  than  the  actual  future  net  revenue  from  producing  them.

Tri-Valley  arranges  to be carried, (we don't have to pay for our interest), in
the  test wells on prospects.  Under these arrangements, we usually minimize the
Company's  cost  to  drill  and  also  receive  relatively little value 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.  This  occurred in 2000, when we incurred dry hole
expenses  of  $440,228  that  we  elected  not  to  charge  to our co-venturers.

Petroleum  Activities

We  began  drilling  the  Ekho  No. 1 on February 7, 2000.  This is the first of
three  test  wells  in  a program to test deep mapped structure approximately 26
miles  long  and  four  to  five  miles  wide  and  north  of Bakersfield, where
Tri-Valley  Oil  and  Gas (TVOG) is headquartered.  The Ekho No. 1 reached total
depth  of 19,085 feet in record time, taking only 80 drilling days.  We hoped to
drill  into  naturally  fractured  area  of  the  target  formation  to  achieve
natural flow potential.  The well did encounter oil that is 48.6 API gravity and
1,460  Btu  gas  with  no  H2S,  CO2,  nitrogen or water.  However, the borehole
encountered  "tight"sands,  which  will require artificial fracturing to provide
avenues  for  the  oil  and  gas  to  flow  at  higher  rates.

This  additional  cost  came  at  a time when the Canadian partners in the joint
venture  encountered national market conditions that precluded them from raising
sufficient funds to stay in the project and all but one of the Canadian partners
dropped  out.  Tri-Valley  is  in  the  process of repartnering the project with
stronger  partners  to assure that the project can go forward through completion
of  the  Ekho  No.  1  and  into  drilling  the Ekho No. 2 and No. 3 test wells.

Precious  Metals  Activity

The  price  of  gold has fluctuated in the last 12 months from a high of $316.20
per  oz.  to  a  low  of  $262.80  per  oz.  However,  the  Company believes its
properties  contain deposits that can produce the gold at a cost that will still
allow  a  significant  profit.

Tri-Valley  and  Placer  Dome U.S., Inc., entered into an agreement on March 22,
1999,  whereby they would explore part of our claim block.  They performed field
exploration  work  in the summer of 1999 and 2000.  However due to the depressed
prices  of  gold,  Placer Dome on September 18, 2000, notified us that they were
not  going  to  go  further  on  the  agreement.  Tri-Valley  retains  rights to
60.6square  miles  of  claims  and  prospecting  sites.

We  are  confident  that  other  parties will be willing to participate when the
price  of  gold  recovers.  Kennecott  Exploration  has  signed  a
confidentiality/non-compete  agreement  on  Tri-Valley's entire claim block plus
another  50  square  miles  surrounding.

Telecommunications

We  loaned  a  general  partnership $125,000.00 in 1997 which was secured by the
assets  of the partnership.  The note is in default and the Company is trying to
collect  on  this  note.  The  managing  general  partner is alleging the assets
belong  to an L.L.C., which is in bankruptcy.  The underlying licenses are being
sold  and  the  proceeds  will  be  put  in  escrow  until  the bankruptcy court
determines  the  rightful owner.  We feel that we will prevail and be successful
in  recovering  our  claim.






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

RESULTS  OF  OPERATIONS

Comparison  of  Years  Ended  December  31,  2000  and  1999
------------------------------------------------------------

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

The  Company  had  $1,373,570  cash  on  hand  at  December 31, 2000 compared to
$8,050,469  at  December  31, 1999.  This decrease was the result of the Company
spending  funds  that  had  been advanced by our joint venture partners to drill
Ekho  #1.  Trade  accounts  receivable  are $663,177 (427% greater) for the year
ended  December  31,  2000  compared to the same period last year.  This was the
result  of  increased  production due to re-working of some of our wells and the
increase  of  natural  gas  prices.  Trade  accounts  payable were $189,913 (48%
greater)  in the year ended December 31, 2000 due to invoices to be paid related
to  drilling  the  Sunrise-Mayel#1  well.  Accounts  payable  to  joint  venture
participants  is  larger  this  year due to accrued revenue at year-end on their
behalf.  The  decrease in advances from joint venture participants is because at
year  end  1999  we had funds on deposit for the Ekho #1 that were paid out over
2000  as  the  well  was  drilled.

Revenues

Oil and Gas sales of $1,045,013 for the year ended 2000 compared to $522,591 for
the  year  ended  1999,  a  199%  increase.  This  $522,422  increase was due to
increased  production  and  the increase in natural gas prices.  The decrease of
$928,791  in  sale of oil and gas properties was because the prospect we sold in
2000  was  smaller  than  the  prospect  sold  in  1999.

Interest  income increased by $66,881 (207%) in 2000 to $99,234, from $32,353 in
1999.  The increased interest income came from funds the company had on account.

Other  income  dropped  to $34,862 in 2000 from $261,460 in 1999, because Placer
Dome  USA,  paid the Company $225,000 pursuant to our option agreement signed in
1999,  discussed  inPrecious  Metals  Activity.

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

Costs  and  expenses  are  $900,287  greater  for  the  fiscal  year 2000, a 34%
increase.  The  oil and gas lease expenses were $440,428 larger due to the write
off  of  a  well  that  was  drilled  in  a  previous year.  Cost of oil and gas
prospects  sold  are  $276,051  (26%)  less  this year because this prospect was
smaller  than  the  one  sold  in 1999.  General and administrative expenses are
$928,847 (107%) greater due to legal costs and the settlement of a lawsuit filed
in  1997.

In  1999, we recorded $148,334 for impairment of  acquisition costs, as we wrote
down  the  value  of  previously  acquired  properties.  We  incurred  no  such
impairment  expense  in  2000.

Financial  Condition

Operating  Activities

Tri-Valley  had  a negative cash flow from operations during 2000.  This was due
in  large  part  to  a one-time charge to settle the lawsuit.  Also, the Company
incurred a write-off of a well deemed to be non-commercial.  The Company expects
to  have  a  positive  cash  flow  in  the fiscal year 2001 due to the increased
natural  gas  prices.

Investing  Activities

In 2000, we spent $293,489 on capital expenditures, compared to $105,713 in 1999
-  a  177%  increase.  The capital expenditures were incurred in connection with
leasing  activities.  Our  proceeds  from  sale of property increased by $74,760
(93%)  in 2000 to $154,760, compared to $80,000 in 1999.  Overall, our cash used
by  investing  activities  rose  to  $155,782  in  2000  from $27,033 in 1999, a
$128,749  (476%)  increase.



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

Financing  Activities

Cash  used by financing activities was ($5,111,663) in fiscal year 2000 compared
to  cash provided financing activities of $7,918,906 for fiscal year ended 1999.
In  1999,  joint  venture participants advanced $7,742,568 for the Ekho #1 well.
In  2000,  we recorded a decrease of funds advanced of $5,359,863 as we expended
the  funds  to  drill  the  well.

The Company in recent years has financed a portion of its operations by the sale
of  the  Company's  common stock in private placement transactions.  In 2000, we
raised $285,000 from private placements of common stock, compared to $171,307 in
1999.

The  overall  increase  in  all  activity related to our cash flows in 2000 were
directly  related  to  the  large size of the Ekho project, for which funds were
largely  raised  in  1999  and  spent  in  2000,  on  the  first  Ekho  well.

<PAGE>


















                          ITEM 7:  FINANCIAL STATEMENTS

<PAGE>
                             TRI-VALLEY CORPORATION
                                      INDEX




                                                                      Page(s)
                                                                      -------

Report  of  Brown  Armstrong  Randall  Reyes  Paulden  &  McCown,
  Independent Auditor's Report                                          12

  Consolidated Balance Sheets at December 31, 2000 and 1999             13

Consolidated  Statements  of  Operations  for  the  Years  Ended
  December 31, 2000 and 1999                                            14

Consolidated  Statements  of  Changes  in  Shareholders'  Equity  for  the
  Years Ended December 31, 2000 and 1999                                15

Consolidated  Statements  of  Cash  Flows  for  the  Years  Ended
  December 31, 2000 and 1999                                            16

  Notes to Consolidated Financial Statements                           17-25

Supplemental  Information  about  Oil  and  Gas  Producing
  Activities (Unaudited)                                               26-28

<PAGE>

                                       12
                         REPORT OF INDEPENDENT AUDITOR'S


The  Board  of  Directors
Tri-Valley  Corporation
Bakersfield,  California


We  have  audited  the  accompanying  consolidated  balance sheets of Tri-Valley
Corporation  as  of  December  31,  2000  and 1999, and the related consolidated
statements of operations, changes in shareholders' equity and cash flows for the
years  then  ended.  These  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. 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,  2000  and 1999, and the results of their operations and their
cash  flows  for  the  years  then  ended, in conformity with generally accepted
accounting  principles.

                    BROWN  ARMSTRONG  RANDALL
                    REYES  PAULDEN  &  MCCOWN
                    ACCOUNTANCY  CORPORATION


Bakersfield,  California
February  9,  2001

<PAGE>
   The accompanying notes are an integral part of these financial statements.
                                       16
                             TRI-VALLEY CORPORATION
                           CONSOLIDATED BALANCE SHEETS

                                                December 31,        December 31,
                                                       2000                 1999
                                                -----------         ------------
                    ASSETS
                    ------
Current  Assets
  Cash                                       $    1,373,570      $     8,050,469
  Accounts receivable, trade                        818,361              155,184
  Prepaid expenses                                   12,029                2,029
                                             --------------      ---------------

    Total Current Assets                          2,203,960            8,207,682
                                             --------------      ---------------

Property and Equipment, Net (Notes 1 and 2)       1,306,689            1,059,755
                                             --------------            ---------

Other  Assets
  Deposits                                          100,105              100,000
  Note receivable (Note 9)                          125,000              125,000
  Acquisition costs (Note 1)                         51,270               50,000
  Investments in partnerships (Note 1)               29,059               12,006
  Well Database (net of accumulated amortization
   of $44,788 and $37,755 at December 31, 2000
   and 1999, respectively)                           63,862               70,895
  Goodwill (net of accumulated amortization
   of $210,593 and $199,747 at December 31, 2000
   and 1999, respectively)(Note 1)                 223,260               234,106
  Other                                             13,914                13,914
                                             -------------      ----------------

    Total Other Assets                             606,470               605,921
                                            --------------      ----------------

TOTAL ASSETS                                  $    4,117,119      $    9,873,358
                                              ==============      ==============

LIABILITIES  AND  SHAREHOLDERS'  EQUITY
---------------------------------------
Current  Liabilities
  Notes payable (Note 3)                      $       10,672     $        10,554
  Trade accounts payable                             581,017             391,104
  Amounts payable to joint venture participants      540,142              95,986
  Advances from joint venture participants,
   net (Note 1)                                    2,517,737           7,877,600
                                              --------------     ---------------

    Total Current Liabilities                      3,649,568           8,375,244
                                              --------------     ---------------

Long-Term Portion of Notes Payable (Note 3)           12,038              21,055
                                              --------------     ---------------

Shareholders'  Equity
  Common stock, $.001 par value; 100,000,000
   shares  authorized; 19,554,748 and 19,301,248,
   issued and outstanding at December 31, 2000
   and 1999, respectively                             19,555              19,281
  Less: common stock in treasury, at cost,
   163,925 and 179,425 shares at December 31, 2000
   and 1999, respectively                           (21,913)            (45,163)
  Capital in excess of par value                   8,666,688           8,344,462
  Accumulated deficit                            (8,208,817)         (6,841,521)
                                            ---------------       --------------

    Total Shareholders' Equity                      455,513            1,477,059
                                             --------------     ----------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $      4,117,119           $9,873,358
                                           ================      ===============

<PAGE>

                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS





                                                December 31,        December 31,
                                                       2000                 1999
                                                -----------         ------------

Revenues
  Sale of oil and gas                        $     1,045,013     $       522,591
  Gain on sale of property                           154,760              77,434
  Interest income                                     99,234              32,353
  Sale of oil and gas prospects                      863,500           1,792,291
  Other income                                        34,862             261,460
                                             ---------------     ---------------

    Total Revenues                                 2,197,369           2,686,129
                                             ---------------     ---------------

Costs  and  Expenses
  Mining exploration costs                           162,741             193,069
  Oil and gas leases                                 601,946             161,518
  Cost of oil and gas prospects sold                 784,710           1,060,761
  General and administrative                       1,931,105           1,002,258
  Depreciation, depletion and amortization            64,433              80,946
  Interest                                            19,730              17,492
  Impairment of acquisition costs                         -              148,334
                                             ---------------             -------

    Total Costs and Expenses                       3,564,665           2,664,378
                                             ---------------     ---------------

Net Income (Loss) before Income Taxes             (1,367,296)             21,751

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

Net Income (Loss)                          $   (1,367,296)     $          21,751
                                           ===============     =================


Basic Earnings (Loss) per Common Share     $         (.07)     $             .00
                                           ==============      =================

Diluted Earnings (Loss) per Common Share   $          N/A      $             .00
                                           ==============      =================

Weighted Average Number of Shares Outstanding  19,293,188             18,957,278
                                         ================       ================
<PAGE>
                             TRI-VALLEY CORPORATION
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                              SHAREHOLDERS' EQUITY





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

Balance  at
December 31, 1998
                19,088,248 $19,088 $8,177,655 $(6,863,272) $(41,061) $1,292,410
Issuance of common stock 193,000      193     171,307   -     (4,102)    167,398
Stock issuance costs     -     -     (4,500)                 -     -     (4,500)
Net income                                         21,751                 21,751
             ----------  -------   ---------  -----------  ---------      ------

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

Issuance of common stock 273,500  274  373,376             23,250      396,900
Stock issuance costs           -      (51,150)               -         (51,150)
Net income (loss)        -         -      (1,367,296)      -      (1,367,296)
         ----------  -------   ---------  -----------  --------    -----------

Balance  at
December 31, 2000
           19,554,748  $19,555  $8,666,688  $(8,208,817)  $(21,913)  $  455,513
          ===========  =======  ==========  ============  =========  ==========

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

                                                December 31,        December 31,
                                                       2000                 1999
                                                -----------         ------------
CASH  FLOWS  FROM  OPERATING  ACTIVITIES
 Net income (loss)                             $  1,367,296)        $     21,751
 Adjustments to reconcile net income (loss)
  to net cash used by operating activities:
 Depreciation, depletion, and amortization           64,433               80,946
 (Gain) on sale of property                       (154,760)             (77,434)
 Non-employee stock compensation                     88,650                    -
 Impairment, dry hole and other disposals
   of property and equipment                             -               164,529
 Changes  in  operating  capital:
 (Increase) decrease in accounts receivable       (663,177)              152,389
 Increase in prepaids                              (10,000)                    -
 Increase in deposits and other assets              (1,375)             (28,992)
 Increase (decrease) in trade accounts payable      189,915            (191,431)
 Increase (decrease) in amounts payable to joint
  venture participants and related parties          444,156            (154,390)
                                               ------------         ------------

Net Cash Used by Operating Activities           (1,409,454)             (32,632)
                                               ------------       --------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES
 Proceeds from sale of property                    154,760                80,000
 Capital expenditures                            (293,489)             (105,713)
 Investment in partnerships                       (17,053)               (1,320)
                                               ----------           ------------

Net Cash Used by Investing Activities            (155,782)              (27,033)
                                               -----------        --------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
 Increase (decrease) in advances from
  joint venture participants                   (5,359,863)             7,742,568
 Principal payments on long-term debt              (8,900)               (5,134)
 Proceeds from issuance of common stock                274                   192
 Additional paid in capital                        284,726               171,307
 Purchase of treasury stock                             -                (4,102)
 Sale of treasury stock                             23,250                     -
 Proceeds from loan                                     -                 18,575
 Stock issuance costs                             (51,150)               (4,500)
                                           --------------         --------------

Net Cash Provided (Used) by
  Financing Activities                         (5,111,663)             7,918,906
                                          ---------------       ----------------
Net Increase (Decrease) in Cash
  and Cash Equivalents                         (6,676,899)             7,859,241

Cash at Beginning of Year                        8,050,469               191,226
                                         -----------------     -----------------

Cash at End of Year                       $      1,373,570       $     8,050,469
                                          ================       ===============

SUPPLEMENTAL  DISCLOSURES  OF  CASH  FLOW  INFORMATION:

Interest paid                           $           19,730     $          17,492
                                        ==================     =================

Income taxes paid                      $           15,756     $            4,662
                                       ==================     ==================

<PAGE>
                             TRI-VALLEY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



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

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

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

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

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

Historically  an oil and gas exploration and production company, emphasizing the
Sacramento  Valley  natural  gas  province  and now very active in the south San
Joaquin  Valley.   In  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.

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

Goodwill
--------

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

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

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

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

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

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

Receivables  from and amounts payable to these related parties (as well as other
related  parties) have been segregated in the accompanying financial statements.
In  the  event the Company has expended funds for a project in an amount greater
than  the  original  contribution  from  investors,  the  Company cash-calls the
participants  for  additional  funds. Excess project funding is held until it is
determined  that  no further requirement exists for abandonment or plugging back
of  project  wells,  at  which time the funds are refunded. In 2000, the Company
expensed  $490,861 worth of joint venture project costs attributed to a dry hole
project.

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

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

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

The  Company  accounts  for its oil and gas exploration and development costs on
the  successful  efforts  method.  Under  this  method, costs to acquire mineral
interests  in  oil  and  gas properties, to drill and complete exploratory wells
that  find  proved  reserves  and  to  drill  and complete development wells are
capitalized.  Exploratory  dry-hole  costs, geological and geophysical costs and
costs  of carrying and retaining unproved properties are expensed when incurred,
except  those  GGLA  expenditures  incurred  on behalf of joint venture drilling
projects,  which  the Company defers until the GGLA is sold at the completion of
project  funding.  Depletion,  depreciation  and  amortization  of  oil  and gas
producing  properties  are  computed  on  an  aggregate  basis  using  the
units-of-production  method.

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

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

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

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

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

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

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

          Office furniture and fixtures                3 - 7 years
          Building                                        40 years

Leasehold  improvements  are  amortized  over  the  life  of  the  lease.

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

Concentration  of  Credit  Risk  and  Fair  Value  of  Financial  Instruments
-----------------------------------------------------------------------------

As  discussed  in  Note 6, 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. The fair value of the Company's note receivable is estimated based
on  the  discounted  value of the future cash flows expected to be received, and
considers  the length of time the note has been in default. The present value is
estimated  to  be  $94,000  at  December  31,  2000.

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

Financial  Accounting  Standards Board (FASB), Statement of Financial Accounting
Standards  No.  128 (SFAS 128), "Earnings Per Share", was adopted by the Company
for  the  year  ended  December  31, 1997. SFAS 128 replaces the presentation of
primary earnings per share with a presentation of basic earnings per share based
upon  the  weighted  average  number  of  common  shares for the period. It also
requires dual presentation of basic and diluted earnings per share for companies
with  complex  structures.

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

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

Accounting  Pronouncements
--------------------------

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No.  101  which  summarizes  certain  of the staff's views in applying
generally  accepted  accounting  principles  to revenue recognition in financial
statements.  The  Company does not anticipate a material impact on its financial
position  or  results  of  operations.
NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)
            ----------------------------------------------

In  April  2000,  the  FASB  issued  Financial  Interpretation  Number (FIN) 44,
Accounting  for  Certain  Transactions  Involving  Stock  Compensation--an
Interpretation  of  Accounting  Principles  Board  No.  25. FIN 44 clarifies the
application of Opinion No. 25. This Interpretation was effective immediately and
all  issues are to be handled prospectively. The adoption of FIN 44 did not have
a  material impact on the Company's financial position or results of operations.


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

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

                                               December 31,         December 31,
                                                      2000                  1999
                                               -----------          ------------

Oil  and  Gas  -  California
----------------------------
 Proved properties, net of accumulated
  depletion of $525,916 and $496,282 at
  December 31, 2000 and 1999, respectively    $    226,790          $    200,104
Unproved properties                                990,089               762,521
                                              ------------          ------------

    Total Oil and Gas Properties                 1,216,879               962,625
                                              ------------           -----------

Other  Property  and  Equipment
-------------------------------
 Land                                               11,281                11,281
 Building, net of accumulated depreciation
  $9,495 and $8,367 at December 31, 2000
  and 1999, respectively                            35,629                36,758
 Office equipment, vehicle, and leasehold
  improvements net of accumulated depreciation
  of $142,348 and $125,427 at
   December 31, 2000 and 1999, respectively        42,900                 49,091
                                              -----------          -------------

Total Other Property and Equipment                 89,810                 97,130
                                             ------------          -------------

Property and Equipment (Net)               $    1,306,689         $    1,059,755
                                           ==============         ==============


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

                                               December 31,         December 31,
                                                      2000                  1999
                                               -----------          ------------

Note payable to National Bank of Alaska
 dated August 27, 1992; secured by property;
 payable in monthly installments of $539
 including interest. Interest rate at 12.00%,
 December  31,  2000, and December 31, 1999.  $      2,706          $      8,460

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

Note payable to Union Bank, dated January 15, 2000;
 secured by a vehicle; interest at 8.5%;
 payable in 60 monthly installments of $380.        15,430                18,575
                                                    ------          ------------

                                                    22,710                31,609
Less current portion                                10,672                10,554
                                             -------------          ------------

Long-Term Portion of Notes Payable            $     12,038          $     21,055
                                              ============          ============


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

Maturities  of  long-term debt for the years subsequent to December 31, 2000 are
as  follows:

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

2001          $         10,672
2002                     3,691
2003                     4,017
2004                     4,330
            ------------------

              $         22,710
              ================


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

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

The  Company  has a qualified and a nonqualified stock option plan which provide
for  the  granting  of  options  to  key employees, consultants, and nonemployee
directors  of the Company. The option price, number of shares and grant date are
determined  at  the  discretion  of  the  Company's  board of directors. Options
granted  under  the plans are exercisable immediately, however, the plan expires
in  August  2008.

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

The  fair  value of each option grant is estimated on the date of granting using
the  Black-Scholes  American  option-pricing  model  with  the  following
weighted-average  assumptions  used  for  grants in 2000 and 1999, respectively.
Expected  volatility of 89.28 and 89.97 percent for 2000 and 84.02 and 82.05 for
1999  and  risk-free  interest  rates  of  5.25  and 7.25 percent, respectively.

A  summary of the status of the Company's fixed stock option plan as of December
31,  2000  and  1999,  and  changes  during  the  years ending on those dates is
presented  below:

                                           2000                             1999
                       ------------------------  -------------------------------
                                      Weighted-Average          Weighted-Average
                        Shares        Exercise  Price    Shares  Exercise  Price
                      --------        ---------------  --------  ---------------
Fixed  Options

Outstanding at
 beginning of year    1,248,000            $0.77        666,000      $0.71
Granted               1,410,000            $1.57        600,000      $0.63
Exercised              (14,000)            $0.50       (18,000)      $0.50
Cancelled                   -                                -

Outstanding at
 end of year          2,644,000            $1.20      1,248,000      $0.77

Options exercisable
 at year-end          2,644,000                      1,248,000

Weighted-average fair
 value of options granted
 during the year      $    1.30                      $    0.53


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

The following table summarizes information about fixed stock options outstanding
at  December  31,  2000:

                                       Options Outstanding and Exercisable
                                                 Weighted-Average
                           Number Outstanding     Remaining     Weighted-Average
                           ------------------     ---------     ----------------
Range of Exercise Prices  at December 31, 2000 Contractual Life   Exercise Price
------------------------  -------------------- ---------------    --------------

          $.50 - $2.43           2,644,000           7.65            $  1.20

A  summary  of  option transactions during the years ended December 31, 2000 and
1999  is  presented  below:

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

Outstanding  at  December  31,  1998             666,000             $  0.71

Issued                                           600,000                0.63
Exercised                                       (18,000)                0.50
                                               ---------               -----

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

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

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

Exercisable  at  December  31,  2000           2,644,000                1.20
                                              ==========               =====

Available for Issuance at December 31, 2000     995,000
                                             ==========

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

The  following  is known to the Company to be the only beneficial owner of 5% or
more  of  the  Company's  outstanding  common  stock  at  December  31,  2000:

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

    Dennis Vaughan             1,009,200           5.2%

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

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

                                        December 31,          December 31,
                                               2000                   1999
                                       ------------           ------------

Partnership income, net of expenses     $   140,833           $     73,463
                                        ===========           ============

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

In  April  of  2000, the Company issued 5,000 shares to the President and CEO of
TVC  and  10,000  shares  to each of the four Board of Directors in lieu of cash
payments  for  services  rendered  to  the Company. These transactions have been
recorded  at  the  fair  value  of the Company's stock at the date of the award,
which  amount  to  $88,650.


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

At  December  31,  2000,  the  Company  had  available  net operating loss carry
forwards  for  financial  statements  and  federal  income  tax  purposes  of
approximately  $2,100,000.  These  loss  carry  forwards expire between 2001 and
2014.

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

                                               December 31,        December 31,
                                                      2000                 1999
                                               -----------         ------------

Deferred  Tax  Assets:
    Net operating loss carry forwards         $    802,644         $  1,160,000
    Statutory depletion carry forwards             259,233              215,000
                                              ------------         ------------

Total Deferred Tax Assets                        1,061,877            1,375,000
Valuation Allowance                            (1,061,877)          (1,375,000)
                                         ----------------      ----------------

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

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


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

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

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

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

Period  Ended:
               December 31, 1999        $     491,573             $       31,018

              December 31, 2000         $     994,553             $       50,460

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


NOTE  7  -  FINANCIAL  INFORMATION  RELATING  TO  INDUSTRY  SEGMENTS
            --------------------------------------------------------

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

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

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

The  Company's  operations  are classified into two principal industry segments.
Following  is  a  summary  of  segmented  information  for  2000  and  1999:

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

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

YEAR  ENDED  DECEMBER  31,  2000

Revenues from External Customers    $     1,045,013    $          - $  1,045,013

Interest Revenue                    $          99,234  $          - $     99,234

Interest Expense                    $          19,730  $          - $     19,730

Expenditures for Segment Assets     $         293,489  $          - $    293,489

Depreciation, Depletion,
 and Amortization                   $          64,433  $          - $     64,433

Total Assets                        $       4,117,119  $          - $  4,117,119

Net Loss                           $     (1,204,555)  $  (162,741) $ (1,367,296)


YEAR  ENDED  DECEMBER  31,  1999

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

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

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

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

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

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

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


NOTE  8  -  COMMON  STOCK
            -------------

During 2000 the Company issued 194,500 shares of unregistered, restricted common
stock  in  private  placement  transactions,  45,000  shares  to  officers  and
directors,  14,000  issued  to employees exercising options, and reissued 15,500
shares  of  treasury  stock.


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

Litigation
----------

During the year ended 1997, the Company filed an action in Contra Costa Superior
Court  against  an  unrelated  Corporation  (defendant)  for breach of contract,
declaratory  relief,  breach of confidence, deceit, negligent misrepresentation,
interference  with  prospective  economic  advantage,  unfair  competition,  and
constructive  trust.  The  matter  proceeded  to  trial on January 19, 1999, and
resulted  in  a  judgement for defendants. The judgement was entered in favor of
defendants  on  July  26, 1999.  Thereafter, defendants filed a motion for their
attorney fees pursuant to California Civil Code. On December 21, 1999, the Court
issued an order awarding attorneys' fees to defendants. On January 19, 2000, the
Company filed its appeal of the order.  In November 2000, the matter was settled
and  the  Company paid $600,000, which is included in general and administrative
expenses  as  reported  in results of operations for the year ended December 31,
2000.

<PAGE>
NOTE  9  -  COMMITMENTS  AND  CONTINGENCIES  (Continued)
            -------------------------------

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

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

On  March  22,  1999,  the Company and Placer Dome U.S., Inc. (PDUS), executed a
definitive  agreement  for  PDUS  to  explore, develop and mine approximately 36
square  miles  of the Company's then 61.5-square mile claim block at Richardson,
Alaska.  Terms  of  the  agreement  called  for PDUS to expend a minimum of $6.5
million  in work on the property and partially reimburse the Company for some of
its  previous  exploration, all within five years, in order for PDUS to earn 51%
interest  in  the  property. The Company received payments from PDUS totaling $0
and  $225,000  during  2000  and  1999, respectively, which has been recorded as
other  revenue.  After  spending  $750,000,  PDUS  terminated  this agreement on
September  18,  2000,  and the 36 square miles has reverted back to the Company.
Kennecott  Exploration  has  signed  a  confidentiality/non-compete agreement on
Tri-Valley's  entire  claim  block  plus  another  50  square miles surrounding.

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

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

Leases
------

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


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


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

Disclosures of oil and gas reserves which follow are based on estimates prepared
by  independent engineering consultants for the year ended December 31, 2000 and
1999.  Such  analyses  are  subject  to  numerous  uncertainties inherent in the
estimation  of  quantities  of  proved  reserves and in the projection of future
rates  of production and the timing of development expenditures. These estimates
do  not  include  probable  or  possible  reserves.

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

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

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

                                               December 31,         December 31,
                                                      2000                  1999
                                               -----------          ------------

Aggregate  capitalized  costs:
 Proved properties                        $        752,706     $         696,386
 Unproved properties                               990,089               762,521
 Accumulated depletion, depreciation
 and amortization                                (525,916)             (496,282)

Net Capitalized Assets                     $     1,216,879     $         962,625
                                           ===============     =================

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,
                                                      2000                  1999
                                               -----------          ------------

Acquisition  of  producing  properties  and  productive  and
 non-productive acreage                            56,320     $           80,398
                                        =================     ==================

Exploration costs                   $        227,568     $                     -
                                    ================     =======================

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,
                                                       2000                 1999
                                                -----------         ------------

Sales to unaffiliated parties               $     1,045,013    $         521,271
Production costs                                  (601,946)            (161,518)
Depletion, depreciation and amortization           (29,634)             (51,596)

                                                    413,433              308,157
Pro forma statutory income tax expense            (144,489)            (103,431)

Results of operations from activities
 before extraordinary items (excluding
 blending operations, corporate overhead
 and interest costs)                     $         268,944     $         204,726
                                         =================     =================

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, 2000 and 1999, and changes
in  such  quantities  during  each  of  the  years  then ended, were as follows:

                                    December 31, 2000          December 31, 1999
                                 --------------------     ----------------------
                                      Oil       Gas              Oil      Gas
                                     (BBL)     (MCF)            (BBL)     (MCF)
     --------     ---------     -------     ---------

Proved  developed  and  undeveloped  reserves:
Beginning of year                    185     1,540,004           234   1,434,499
Revisions  of  previous  estimates  extensions,
 discoveries and other additions     164       551,679            70     315,838
Production                          (50)      (249,011)        (119)   (210,333)
                                    ---       --------     --------    ---------



     End of year                    299      1,842,672          185    1,540,004
                                    ===      =========          ===    =========

Proved  developed  reserves:
    Beginning of year               185      1,540,004         234     1,434,499
                                    ===      =========         ===     =========

    End of year                     299      1,842,672         185     1,540,004
                                    ===      =========         ===     =========

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,  2000  and  1999.

The  future  net  cash  inflows  are  developed  as  follows:

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

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

                                               December 31,         December 31,
                                                      2000                  1999
                                       -------------------   -------------------

Future cash in flows                         $   25,127,878     $      3,265,995
Future production and development costs         (1,975,633)            (875,081)
Future income tax expenses                      (7,951,963)            (122,128)
                                           ---------------      ----------------

Future net cash flows                            15,200,282            2,268,786
10% annual discount for estimated
 timing of cash flows                            6,716,556             1,051,537
                                             -------------      ----------------

Standardized measure of discounted
 future net cash flow                     $     8,483,726        $     1,217,249
                                          ===============        ===============

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,
                                                      2000                  1999
                                   --------------------     --------------------

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

Sales of oil and gas produced,
 net of production costs                            (443,067)          (260,215)
Revisions of estimates of reserves
provided in  prior  years:
 Net changes in prices and production costs        10,411,028             40,691
 Revisions of previous quantity estimates           3,186,723            354,958
 Extensions and discoveries                           694,792                  -
 Purchases of minerals in place                       842,668                  -
 Accretion of discount                              1,306,674            221,930
 Changes in production rates (timing) and other     (902,506)          (381,372)
  Net change in income taxes                      (7,829,835)             62,962
                                         ---------------      ------------------

Net increase                                       7,266,477              38,954
                                           ----------------   ------------------

Standardized measure - end of period         $     8,483,726     $     1,217,249
                                             ===============     ===============


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


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

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           65     1974      President,  CEO, Director,TVC
                                              CEO  and  Director,  TVOG
                                              President,  CEO,  Director,  TVPC

Dennis  P.  Lockhart(1)      54     1982          Director

Milton  J.  Carlson(1)       70     1985          Director

Earl  H.  Biestline          84     1992          Director

Loren  J.  Miller(1)         56     1992          Director

C.  Chase  Hoffman           78     2000          Director

Thomas  J.  Cunningham       58     1997     Treasurer, Chief Financial  Officer
                                             and Secretary, TVC, TVOG, and TVPC

Joseph  R.  Kandle           58     1999          President,  TVOG

 (1)-  Member  of  Audit  Committee

F.  LYNN  BLYSTONE - 65  President and Chief Executive Officer of           1974
                         Tri-Valley  Corporation  and  Tri-Valley  Power
                         Corporation,  and  CEO  of  Tri-Valley  Oil  &  Gas
                         Company,  which  are  two  wholly  owned
                         subsidiaries  of  Tri-Valley  Corporation,
                         Bakersfield,  California

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

DENNIS  P.  LOCKHART - 54  President                                        1982
                           Heller  International  Group,  Inc.
                           Chicago,  Illinois

Mr.  Lockhart  is  a  senior  officer  and Director of Heller Financial Inc. and
President  of  Heller's international subsidiary which operates in 18 countries.
Heller  Financial  is  a  NYSE  company  active  in  various lines of commercial
finance.  He has been President of Heller International Group since 1988.  Prior
to  1988,  Mr. Lockhart was an officer of Citicorp/Citibank and held a number of
corporate  banking  and  management positions in the U.S. and overseas.  He is a
graduate  of  Stanford  University  and  The  John  Hopkins University School of
Advanced  International  Studies.  He also attended the Senior Executive Program
at  the  Sloan  School  of  Management,  Massachusetts  Institute of Technology.
ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT
------------------------------------------------------------------

MILTON  J.  CARLSON - 70    Investor,  Kalispell,  Montana                  1985

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

LOREN  J.  MILLER,  CPA - 56  Treasurer,  The  Jankovich  Company           1992
                              San  Pedro,  California

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

EARL  H.  BEISTLINE,  LLD. - 84  Mining  Consultant                         1992
                                 Fairbanks,  Alaska

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

C. CHASE HOFFMAN - 78  Owner, Hoffman Farms                                2000
                       Tulare,  California

Mr. Hoffman has owned and operated a milk cow dairy since 1965.  He was a Senior
Vice  President and General Manager for Knudsen for the State of California.  He
has  been  a  land  and housing developer in California and Hawaii.  Mr. Hoffman
also  sits  as  a  director  for  these  other companies, Seine River Resources,
Vancouver,  British  Columbia, with California gold operations and Guatemala oil
properties,  and  Power  House  Corporation,  a  British  Columbia,  Canada,
hydroelectric  project

THOMAS  J.  CUNNINGHAM  -  58  Secretary,  Treasurer and Chief Financial   1997
                         Officer  of  Tri-Valley  Corporation,  and  its
                         wholly  owned  subsidiaries,  Tri-Valley  Oil  &
                         Gas  Company  and  Tri-Valley  Power
                         Corporation,  Bakersfield,  California

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

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

JOSEPH  R.  KANDLE  -  58  President  and  Chief  Operating Officer        1998
                         Tri-Valley  Oil  &  Gas  Company,  wholly
                         owned  subsidiary  of  Tri-Valley  Corporation
                         Bakersfield,  California

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

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section 16(a) of the Securities Exchange Act of 1934 and Securities and Exchange
Commission  regulations  require that the Company's directors, certain officers,
and  greater  than  10  percent  shareholders must file reports of ownership and
changes  in  ownership  with the SEC and must furnish the Company with copies of
all  such  reports  they file.  Based solely on the information furnished to the
Company, we believe that no person failed to file required Section 16(a) reports
on  a  timely  basis  during  or  in  respect  of  2000.

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

The following table summarizes the compensation of the chairman of the board and
the  president of the Company and its subsidiaries, F. Lynn Blystone (the "Named
Officer"),  for  the  fiscal  year  ended  December  31,  2000,  1999, and 1998.

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

F. Lynn          FYE 12/31/00          $ 95,870     $9,850(2)
 Blystone, CEO   FYE 12/31/99          $ 95,712
                 FYE 12/31/98          $156,000(1)


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

(2)     Includes  value  of  common  shares  awarded  pursuant to Mr. Blystone's
employment  contract.

Aggregated  2000  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 2000.

<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

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

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

F. Lynn Blystone          595,000/0                        0/0

Dennis P. Lockhart        220,000/0                        0/0

Milton J. Carlson         218,000/0                        0/0

Loren J. Miller           220,000/0                        0/0

Earl H. Beistline         198,000/0                        0/0

C. Chase Hoffman          150,000/0                        0/0


     *Based on a fair market value of $1.47 per share, which was the closing bid
price  of  the  Company's  Common  Stock  in  the NASD National Market System on
December  31,  2000.

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

The Company compensates non-employee directors for their service on the board of
directors.  On  4/3/00, four non-employee directors were issued 10,000 shares of
common stock valued at fair market value of $1.97.  These shares were awarded at
the  1999  Annual  Meeting  and  Mr Hoffman was not a director at that time.  On
9/16/00,  each  non-employee  director  received  50,000  stock  options with an
exercise  price  of  $2.43  per option.  On 11/10/00, each non-employee director
received  100,000 stock options with an exercise price of $1.22 per option.  The
following  tables sets forth information regarding the cash compensation paid to
outside  directors  in  2000.

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

Earl Beistline                       $2,650

Milton Carlson                       $2,650

Dennis P. Lockhart                   $1,800

Loren J. Miller                      $2,650

C. Chase Hoffman                       $850

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

As  of  December  31, 2000, there were 19,554,748 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:

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

                               Number of          Percent of
    Name and Address            Shares             Total

F.  Lynn  Blystone
P.O.  Box  1105
Bakersfield, CA 93302          1,024,264(1)          5.1%

Dennis  Vaughan
2298  Featherhill  Road
Santa Barbara, CA 93108        1,009,200(1)          5.2%

(1)     Includes  595,000  shares of stock Mr. Blystone has the right to acquire
upon  the exercise of options within 60 days after December 31, 2000, 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,  2000  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                1,024,264(3)          5.1%

Dennis P. Lockhart                282,091(3)          1.4%

Milton J. Carlson                 289,000(3)          1.4%

Loren J. Miller                   255,300(3)          1.3%

Earl H. Beistline                 248,000(3)          1.3%

C. Chase Hoffman                  197,500(3)          1.0%

Total  group  (all  directors  and
 Executive officers 6 persons)  2,295,955(3)         10.9%


(1)     Includes  shares  which the listed shareholder has the right to acquire,
from  options,  within  60  days after Decmeber 31, 2000, as follows:  Dennis P.
Lockhart 220,000; Milton J. Carlson 218,000; Loren J. Miller 220,000 and Earl H.
Beistline198,000.  F.  Lynn  Blystone  has  595,000.

(2)     Based on total outstanding shares of 19,554,748 as of December 31, 2000.
The  persons  named herein have sole voting and investment power with respect to
all  shares  of  common  stock  shown  as beneficially owned by them, subject to
community  property  laws  where  applicable.

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

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

None.

<PAGE>

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

(a)     Exhibits.

                                     Exhibit
              Number          Description of Exhibit          Page

3.1          Amended  and  Restated  Certificate  of  Incorporation
21.1          Financial  Data  Schedule

(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  23,  2001          By:_/s/  F.  Lynn  Blystone____________________
                                F.  Lynn  Blystone
                                President,  Chief  Executive  Officer  and
                                Director


     March  23,  2001          By:__/s/  Thomas  J.  Cunningham________________
                                Thomas  J.  Cunningham
                               Secretary, Treasurer, and 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  23,  2001          By:__/s/  Dennis  P.  Lockhart__________________
                                Dennis  P.  Lockhart,  Director



     March  23,  2001          By:__/s/  Milton  J.  Carlson___________________
                                Milton  J.  Carlson,  Director



     March  23,  2001          By:__/s/  Earl  H.  Beistline___________________
                                Earl  H.  Beistline,  Director



     March  23,  2001          By:__/s/  Loren  J.  Miller____________________
                                Loren  J.  Miller,  Director



     March  23,  2001          By:__/s/  C.  Chase  Hoffman____________________
                                C.  Chase  Hoffman,  Director