SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON,  D.C.    20549
                                     FORM  10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
     ACT  OF 1934 FOR THE FISCAL  YEAR  ENDED  JULY  31,  1995  [FEE REQUIRED]
[  ] TRANSITION  REPORT  UNDER  SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT  OF  1934  [NO  FEE  REQUIRED]

                          Commission File No. 2-67096

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

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

         230 South Montclair Street, Suite 101, Bakersfield, California 93309
 ----------------------------------------------------------------------------
                   (Address of Principal Executive Offices)
Registrant's  Telephone  Number  Including  Area  Code:    (805)  837-9300
Securities  Registered  Pursuant  to  Section  12(b)  of  the  Act:       None
Securities  Registered  Pursuant  to  Section  12(g)  of  the  Act:

         Title  of Each Class        Name of Each Exchange on Which Registered
         --------------------        -----------------------------------------
              Common                        Electronic Bulletin  Board  Nasdaq
                         $0.01 Par Value Common Stock
                         ----------------------------
                               (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  filing  requirement  for  the  past  90  days.  Yes          X  No
                                                               -----

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

Indicate  by  check  mark  whether  the Registrant has filed all documents and
reports  required  to  be  filed  by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed  by  the  Court.  Yes  No

As  of  July  31,  1996,  8,027,248 common shares were outstanding (14,102,473
issued  and  outstanding  as of midnight December 26, 1996), and the aggregate
market  value  of  the  common  shares  of  Tri-Valley  Corporation  held  by
non-affiliates  was  approximately  $1,406,250.

Documents  incorporated  by  reference:      None
The  total  number  of  pages  in  this  Form  10-K  are  63.
The  Index  of  Exhibits  included  in  this  Form 10-K is located at page 59.



<PAGE>
                                    PART I
                                    ------
ITEM  1.    BUSINESS
--------------------

Tri-Valley Corporation (formerly Tri-Valley Oil & Gas Corporation), a Delaware
corporation,  hereinafter  referred to as "Company," "Registrant", "Parent" or
"Tri-Valley",  has  been  engaged  in  the  business  of exploring, acquiring,
developing  and  dealing  in  prospective  and producing petroleum and mineral
properties and interests therein.  Precious metal activity has been carried on
directly  by  the  Parent  and oil and gas activities through its wholly owned
subsidiary,  Tri-Valley  Oil  &  Gas  Company  ("TVOG").

TVOG  was organized as a California corporation in 1963. TVOG, the subsidiary,
effects  exploration  relationships  with  various major oil companies such as
Phillips  Petroleum  Company  (Houston  Regional  Office),  Occidental USA and
Texaco  USA  with  whom  it  has  co-ventured  on  a  50-50 basis to use their
proprietary  data to generate exploration plays in the Sacramento Valley. This
relationship involves a TVOG submittal procedure wherein the major company has
a  short  period  to  accept  or reject plays generated by TVOG in the area of
mutual  interest ("AMI"). If it accepts, it joins up to 50% under the terms of
the  agreement  involved.  TVOG  is  operator  for  these  co-ventures.

Historically  an  oil  and gas exploration and production company, emphasizing
the  Sacramento Valley natural gas province, the Company added precious metals
exploration  in  fiscal  1987.  The  precious  metal properties are located in
interior  Alaska,  known  as  the  Richardson, Alaska property. Precious metal
activity  has  been an exploratory activity since inception. In February 1991,
Tri-Valley  signed  an  agreement  with  the  Moscow  based  Central  Research
Institute  of  Geological Prospecting for Base and Precious Metals ("TsNIGRI")
to  demonstrate  their  proprietary  technology  for evaluating large areas of
covered  sub-Arctic terrain for precious metals on Tri-Valley's then 64 square
mile lode gold claim block at Richardson, Alaska. Based on the results of this
study,  Tri-Valley  management  believes  it  to be prudent for the Company to
continue  to  develop  the precious metals segment of the Company. At present,
this  is  only  a  prognostic  resource  and  not  a  proven  reserve.
                                         ----------------------------

CHAPTER  11  PROCEEDINGS
------------------------

CURRENT  YEAR  DEVELOPMENTS

On  January  30,  1996,  Tri-Valley  Corporation  ("TVC") and its wholly owned
subsidiary, Tri-Valley Oil & Gas Co. ("TVOG") filed voluntary petitions in the
United  States  Bankruptcy  Court  (the  "Bankruptcy  Court")  for the Eastern
District  of  California sitting in Fresno seeking to reorganize under Chapter
11  of  the  Federal Bankruptcy Code (the "Code"). The Chapter 11 cases of TVC
and  TVOG were substantially consolidated under TVC, and TVC continues to file
consolidated  tax  and  SEC  reports.

<PAGE>
ITEM  1.    BUSINESS  (Continued)
--------------------

CHAPTER  11  PROCEEDINGS  (Continued)
------------------------

CURRENT  YEAR  DEVELOPMENTS  (Continued)

On November 1, 1996, the Company and its wholly owned subsidiary was dismissed
from  Chapter 11, having paid its secured and unsecured creditors 100 cents on
the  dollar.

CHAPTER  11  REORGANIZATION
---------------------------

In  March,  April  and  September  1995,  the  Company  arranged borrowings of
$100,000,  $400,000  and  $120,000, respectively, totaling $620,000 from Frank
Agar,  an individual of Midland Texas.  Terms of the loans were on a six month
note  with  a 30 day call paying 10% annual interest and collateralized by all
of  TVOG's  producing  gas  properties in the Sacramento Valley of California.
The  purpose  of  the  loans  was  to  consolidate  increasingly  short  term
obligations  and provide short term operating capital, enabling the Company to
accommodate  two  years  of  heavy  losses  due to production declines and gas
prices  plunging  to  unforeseen  20  year  lows.

At  the  time  of the loans, the Company's management anticipated hooking up a
major  discovery,  and  drilling  an  offset  well  to  accelerate  production
revenues.   With this enhancement and some third party collateral, it appeared
that  take  out  financing  from a conventional institution could be arranged.
Permit  delays  and  freezing  of  credit  lines due to a merger between banks
eliminated  that approach.  As the six month financing period ended, the board
of directors met with the secured lender and worked out a 90 day standstill in
order  to  sell  the  reserves  and  preserve the stockholder equity above the
lender's  interest.

Three  substantial  offers from capable parties were received.  The lead offer
exceeded  the  loan  principal  by  approximately  $1  million and the Company
proceeded  toward  acceptance.  One day before the close, the offerer abruptly
terminated  citing several unacceptable conditions.  The Company believed none
of  the conditions were items that affected the economic value of the deal and
none  that  could  not  be  handled  in  the  closing and post closing stages.

The  Company immediately contacted its other two backup buyers.  One could not
arrange  financing  before the foreclosure date.  The other pulled out one day
before  the  foreclosure  citing a "wait and see" position.  On the day of the
foreclosure  deadline,  discussions  with the secured lender promised to "work
something  out",  but  were  not  attended by any forbearance in writing.  The
Company obviously could not negotiate without such written forbearance and was
advised  its  only  alternative was to file for protection under Chapter 11 of
the  Federal  Bankruptcy  Code.


<PAGE>
ITEM  1.    BUSINESS  (Continued)
--------------------

CHAPTER  11  REORGANIZATION  (Continued)
---------------------------

The initial intent of management upon opting for Chapter 11 was to protect the
Company's  reserves and to submit a plan of reorganization which would, in the
best  case  scenario,  allow for the payment of all Company obligations at 100
cents on the dollar.  As a plan was being developed, management was introduced
to  an  investment  group who agreed to pay off several of the Company's major
obligations,  including  the  note to Frank Agar, and in return, the investors
would  receive  notes  which  could  be,  and,  subsequent  to  year end, were
converted into newly issued restricted shares of Tri-Valley Corporation common
stock.    This  infusion  of new capital and increased revenue from operations
enabled  the Company to seek and obtain dismissal of the bankruptcy.  Although
a  reorganization  plan  was never filed, the Company's management was able to
meet  its  initial goals of protecting its reserves and paying all obligations
at  100  cents  on  the  dollar.

OPERATIONS  DURING  CHAPTER  11  REORGANIZATION
-----------------------------------------------

At  July  31,  1996,  the Company records showed total balance sheet assets of
$3,953,040  and liabilities of $2,549,208 for a net worth of $1,403,832.  None
of  the  new  capital  raised,  nor  debts extinguished, are reflected in this
statement, since all that occurred subsequent to the July 31, 1996 fiscal year
end.  The  Company  had an offer to purchase its off balance sheet reserves of
approximately $2.1 million for a total of $3,503,800 net value as of  July 31,
1996  (consummation  of  this offer never occurred).  The Company's management
believes  that  completion of its two main oil and gas drilling projects could
greatly  increase  that  figure.  Completion of these projects is dependent on
securing the requisite capital which the Company feels will be possible in the
next  120  days.

Company  liabilities  include  the  secured  lenders,  a  number  of unsecured
creditors  and  dozens  of  executory contracts that are primarily oil and gas
mineral  leases,  mineral  claims,  and leases or purchase contracts on office
space,  equipment  and  real  property.


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 for a
monthly  rental  of  $1,350.


<PAGE>
ITEM  2.    PROPERTIES  (Continued)
----------------------

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.    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 contracts for the drilling of all its wells
and  does  not  own  any  drilling  equipment,  bulk  storage  facilities,
transportation  pipelines  or  refineries.   The precious metal properties are
located  in  interior  Alaska.    They are comprised of leased claims on State
lands,  leased  patented  claims,  direct  claims of the Company on State open
lands  requiring  annual  assessment  work and, in the case of State of Alaska
lands,  an  annual  per claim fee.  All fees are current, however, the Company
reduced  its  claim  block,  in  Alaska,  subsequent  to November 30, 1995, to
concentrate  on  the  most  advanced  targets.

During  1995,  the  Company  borrowed  a  total of $620,000 from Frank Agar to
consolidate  short-term  obligations and provide short-term operating capital.
The  loan  is  secured  by  all  of  TVOG's  producing  gas  properties in the
Sacramento  Valley of California. For full description see Item 1. "Business -
Chapter  11  Reorganization."

For  the  years  ended  July  31,  1992 through 1996, the Company retained the
services  of  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  properties.

For this year, the Company retained independent engineering of its reserves by
Cecil  Engineering,  a long established consulting engineering firm which does
SEC  reserve  calculations.    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.    Higher prices generally permit longer recovery,
hence  larger  reserves  at  higher values. Conversely, lower prices generally
limit recovery, hence smaller reserves in that event. In the latter part of FY
95,  gas prices plunged temporarily to 20 year lows that drastically downsized
Tri-Valley  reserve values at July 31, 1995. The Company believes its July 31,
1995  reserve  report,  which  was  required under SEC Regulations to use this
price  aberration  in  its  calculations, is not representative of the current
values of its reserves, especially since the gas price has risen substantially
since  July  1995  and a substantive new well has been put in production. This
was  corroborated  by  the  fact  that Tri-Valley received several offers from
ready,  willing  and able buyers as much as 2.5 times the $835,771 represented
in  the  independent  engineer's  report  for  July  31,  1995.


<PAGE>
ITEM  2.    PROPERTIES  (Continued)
----------------------

The  estimated  future  net  recoverable  oil  and  gas  reserves  from proved
developed  properties as of July 31, 1996, 1995, 1994, 1993, and 1992, were as
follows:
<TABLE>
<CAPTION>


                      BBL                   MCF
                     -----               ---------
<C>                  <C>    <S>          <C>

1996     Condensate    442  Natural Gas  1,934,339
1995     Condensate    367  Natural Gas  1,888,231
1994     Condensate    378  Natural Gas  2,233,805
1993     Condensate    253  Natural Gas  2,048,846
1992     Condensate  1,069  Natural Gas  2,816,986
</TABLE>


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.

Using  year-end  oil  and  gas  prices  and  current levels of lease operating
expenses,  the estimated present value of the future net revenue to be derived
from  the  Company's proved developed oil and gas reserves, discounted at 10%,
was $1,126,910, $835,771, $1,577,027, $1,343,270, and $2,027,700,  at July 31,
1996,  1995,  1994,  1993,  and  1992,  respectively. Reference is made to the
supplemental  information of the consolidated financial statements for further
information  on  oil  and  gas  reserves  and  estimated  values.

Registrant  did  not  file  estimates  of total proved net oil or gas reserves
with,  or  included in reports to, any other Federal authority or agency since
the  beginning  of  the  last fiscal year, except for estimates filed with the
U.S.  Bankruptcy  Court.  As  yet, few reserve estimates are available for the
Company's  precious  metal  properties  as  they were all acquired as geologic
plays  with  minimal  testing  and assay to date. TVC does not project any ore
reserve  tons  of its Richardson, Alaska property.  However, TVC has recovered
over  3,000  raw  ounces of gold from a 30,000 ton bulk sampling of one 5-acre
area.  From  trenching, core and TVC drilling, bulk sampling and assaying, the
Company  has  reason  to believe that larger commercially recoverable reserves
may  be  exposed by its subsequent programs. The future recovery of raw ounces
on  a  per  ton  basis  is  purely  speculative  at  this  time.


<PAGE>
ITEM  2.    PROPERTIES  (Continued)
----------------------

The following table sets forth the net quantities of natural gas and crude oil
produced  by  Registrant  during  the  last  five  fiscal  years:
<TABLE>
<CAPTION>

                                        Year  Ended  July  31,
                                        ----------------------

                    1996     1995     1994     1993     1992
                   -------  -------  -------  -------  -------
<S>                <C>      <C>      <C>      <C>      <C>

Natural Gas (MCF)  272,532  247,414  264,109  366,486  495,215
Crude Oil (BBL)        210      107       87      314      759
</TABLE>


The  following table sets forth the average sales price and average production
(lifting)  cost per unit of oil and gas produced by registrant during the last
five  fiscal  years:
<TABLE>
<CAPTION>

                             Year  Ended  July  31,
                             ----------------------

                       1996   1995   1994   1993   1992
                       -----  -----  -----  -----  -----
<S>                    <C>    <C>    <C>    <C>    <C>

Natural gas (per MCF)  $2.00  $1.35  $1.80  $1.95  $2.07
Production costs
  (per MCF)              .10    .20    .20    .20    .10
                       -----  -----  -----  -----  -----

Net Profit per MCF     $1.90  $1.15  $1.60  $1.75  $1.97
                       =====  =====  =====  =====  =====
</TABLE>



As  of  July 31, 1996, the Company had the following gross and net position in
wells  and  developed  acreage:

                                   Wells                                 Acres
                            ------------                      ----------------
                             Gross            Net               Gross      Net
                            ------      ---------             -------   ------

                               13           3.576            2785.00    740.40

(1)         "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.

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


<PAGE>
ITEM  2.    PROPERTIES  (Continued)
----------------------

The  following  table  sets forth the number of productive and dry exploratory
and  development  wells drilled by the Company during fiscal years ending July
31,  1996,  1995,  1994,  1993,  and  1992:
<TABLE>
<CAPTION>


             1996  1995  1994  1993  1992
             ----  ----  ----  ----  ----
<S>          <C>   <C>   <C>   <C>   <C>

Exploratory
-----------                              
  Producing   1.0   2.0   1.0   1.0   -0-
  Dry         -0-   -0-   -0-   -0-   1.0
             ----  ----  ----  ----  ----

    Total     1.0   2.0   1.0   1.0   1.0
             ====  ====  ====  ====  ====

Development
-----------                              
  Producing   -0-   -0-   -0-   1.0   -0-
  Dry         -0-   -0-   -0-   1.0   -0-
             ----  ----  ----  ----  ----

    Total     -0-   -0-   -0-   2.0   -0-
             ====  ====  ====  ====  ====
</TABLE>


The above table, regarding net wells, recognizes only those wells in which the
Company  holds  an  overriding royalty interest or an earned working interest.
Working  interests  to be earned at payout have not been included.  Tri-Valley
changed  its  farmout terms in 1987 to allow for the Company to participate in
the  completion  of  promoted  prospects  and  thereby retain a larger working
interest  in  wells.

The  Company deals with both industry and sophisticated individual partners on
its  oil,  gas  and  precious  metals  projects.

The  Company  continually  screens  geologically prospective acreage as to its
availability for leasing.  Oil and gas and precious metals prospects developed
by  the  Company's  own  staff  and  by other sources are regularly evaluated.

The  following  table  sets forth information regarding undeveloped acreage in
which  the  Company  had  an  interest  on  December  31,  1996.

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

     California  oil  and  gas           2,785.00                 740.40

     Alaska  minerals                   24,000.00               23,300.00

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.


<PAGE>
ITEM  2.    PROPERTIES  (Continued)
----------------------

The Company is obligated to pay varying annual delay rentals to the lessors on
such  properties  in  order  to  prevent  the  leases  from expiring.  Mineral
properties  claimed on open State land requires minimum annual assessment work
of  $100  worth per State of Alaska claim.  The Company had no Federal claims,
1,678  State  of  Alaska claims, and 10 prospecting sites, totaling 66,281 net
acres  as  of  July  31,  1995.  Subsequent  to November 30, 1995, the Company
reduced  its  claim  block  to  606 claims and prospecting sites totaling over
24,000  acres  (over  37.5  square  miles) to concentrate on the most advanced
targets.   Expenditures on the Richardson, Alaska acreage have already carried
forward  annual  assessment  requirements  more  than four years on all Alaska
claims.


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

On  January  30,  1996, Tri-Valley and its wholly owned subsidiary, Tri-Valley
Oil  & Gas Co. filed voluntary petitions in the United States Bankruptcy Court
for the Eastern District of California sitting in Fresno seeking to reorganize
under  Chapter  11  of the Federal Bankruptcy Code.  Citing improved cash flow
due  to  new  capital  and increased production, the Company moved for and was
granted  dismissal  from  any  further  Chapter  11  proceedings.

Since the petition date, the Company continued in possession of its properties
and,  as  debtors  in  possession, were authorized to operate and manage their
respective  businesses  and  enter  into all transactions (including obtaining
services,  supplies  and inventories) that each could have entered into in the
ordinary course of their business had their been no bankruptcy.  Although each
debtor  was  authorized  to operate its business as a debtor in possession, it
could  not  engage  in  transactions  outside  the ordinary course of business
without  first  complying  with  the  notice  and  hearing  provisions  of the
Bankruptcy  Code  and  obtaining  Bankruptcy  Court  approval where necessary.

An  official  unsecured  creditor's committee (the "Creditors' Committee") was
appointed  by the Office of the United States Trustee pursuant to Section 1102
of  the Bankruptcy Code.  The Creditors' Committee had the right to review and
object to certain business transactions and was expected to participate in the
negotiation  of  any  plan of reorganization.  The Company was required to pay
certain  expenses  of the Creditors' Committee, including counsel fees, to the
extent  allowed  by  the  Bankruptcy  Court.  No expenses were incurred as the
committee  never  met  or  retained  counsel.


<PAGE>
ITEM  3.    LEGAL  PROCEEDINGS  (Continued)
------------------------------

However, an official Committee of Equity Security Holders ("OCESH") was formed
under  the auspices of the United States Trustee ("UST") who comprised it in a
manner  which  gave  a  minority  of  dissident shareholders both quorum and a
majority.    The    OCESH  retained  counsel  and  filed  numerous  motions of
opposition and delay in an effort to promote the agenda of the dissidents.  At
the  dismissal,  the  Company  was required to escrow $60,000 against possible
legal  fees.   As of the report date, approximately $27,000 had been billed to
the  Company  by  OCESH's  counsel.

The following lawsuits were settled prior to the dismissal of the Company from
Chapter  11 proceedings, and, to the best of management's knowledge, there are
no  other  material  pending  legal  proceedings.

The  lawsuit  between  the  Company  and  Carl Mitchell for payment of advance
royalties  allegedly  due  the  Estate  of John R. Mitchell on the Richardson,
Alaska  property  as  well  as  a  reimbursement of certain expenses allegedly
incurred for the benefit of the Richardson property.  The Company settled this
claim  in  full  for  $80,000  during the fiscal year 1996 which is the amount
management  believed  it  owed.

During  fiscal 1996, a lawsuit between the Company and Helen L O'Brien, former
TVC\TVOG  vice  president  and  secretary-treasurer,  concerning her claim for
additional  compensation  from  the  Employee  Overriding  Royalty Program was
settled.    The  settlement  amount  is  not  material  to  the  Company.


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

During  the  fourth  quarter  of  fiscal 1992, the Company submitted its Proxy
Statement  and  the Notice of Annual Meeting of Shareholders dated May 2, 1992
to  all  shareholders  of  record  on  March  16,  1992.   The Proxy Statement
contained  three  items  for the shareholders' vote at the fiscal 1992 meeting
held  on  May  2,  1992.

Management  cast  a minimum of 3,790,067 votes on all items and was pleased to
declare that all three items on the agenda were approved.  The final number of
votes  cast  for  each  item  on  the  agenda  are  as  follows:

1.          Re-elect  management  slate  of  directors:

3,927,764  shares  for,  out  of  5,565,445  shares  voting
     (71%  of  votes  cast)

2.         Re-appoint Brown Armstrong Randall & Reyes, Accountancy Corporation
     as  independent  accountants:

     5,326,101  shares  for,  out  of  5,565,445  shares  voting
     (96%  of  votes  cast)

<PAGE>
ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
-----------------------------------------------------------------------
(Continued)

3.          Authorize  management  to  transact other business at the meeting:

     4,917,644  shares  for,  out  of  5,565,445  shares  voting
     (88%  of  votes  cast)

It  was moved, seconded and carried that the actions of the board of directors
and  executive  actions  of  the president since the last meeting be ratified.

No  matters  were  submitted  to  a vote in fiscal years 1993, 1994, 1995, and
1996.


<PAGE>
                                    PART II

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

Shares  of  Tri-Valley  Corporation  stock  have  been  traded  in  the
over-the-counter  market.   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>   <C>  <C>    <C>  <C>

   1996:
  First Quarter   $  .1563  $   .05  $  .1875  $   .15
  Second Quarter  $    .15  $   .03  $    .16  $   .14
  Third Quarter   $  .3125  $  .105  $    .50  $   .14
  Fourth Quarter  $  .4375  $   .13  $    .50  $  .438
</TABLE>


As of July 31, 1996, the Company estimates 800 shareholders in 39 states and 4
foreign  countries  of  record  of  Tri-Valley  Corporation  common  stock.

The Company historically has paid no dividends, and at this time does not plan
to pay any dividends in the immediate future. While in bankruptcy, the Company
was  prohibited  from  making  cash  dividend  payments  under  its  debtor in
possession financing. This no longer applies as the Company was dismissed from
Chapter  11  proceedings.


ITEM  6.    SELECTED  FINANCIAL  DATA
-------------------------------------

The  following  table  summarizes  selected financial data for the Company and
should  be  read  in  connection  with  the Consolidated Financial Statements,
related  notes  and  other  financial  information appearing elsewhere in this
report.
<TABLE>
<CAPTION>


                          1996        1995        1994       1993       1992
                       ----------  ----------  ----------  --------  ----------
<S>                    <C>         <C>         <C>         <C>       <C>

Revenues               $ 879,247   $ 432,377   $ 663,960   $753,126  $1,130,998

Income (loss) before
  extraordinary item   $(317,358)  $(306,844)  $(294,016)  $  9,291  $  239,139
Net income (loss)      $(317,358)  $(306,844)  $(294,016)  $ 14,091  $  382,139
Net income (loss)
  per common share     $    (.04)  $    (.04)  $    (.04)  $      -  $      .06
</TABLE>



<PAGE>
ITEM  6.    SELECTED  FINANCIAL  DATA
-------------------------------------
<TABLE>
<CAPTION>


                              1996        1995        1994        1993        1992
                           ----------  ----------  ----------  ----------  ----------
<S>                        <C>         <C>         <C>         <C>         <C>

At year-end:

Total assets               $3,949,375  $3,825,053  $3,852,315  $4,190,116  $3,914,461

Shareholders' equity       $1,400,167  $1,713,625  $1,931,849  $2,003,365  $1,859,689

Long-term debt, excluding
  current portion          $  916,757  $   35,787  $   37,755  $   92,238  $   49,000
</TABLE>



ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION
---------

Entering  its  34th  year  of  business,  the Company is primarily involved in
exploration  and  production  of  natural  gas  and  gold.    Fiscal  1996 saw
Tri-Valley  suffer  from  severe  cash  flow  constraints  attributable  to
significant  operating  losses stemming from a short-term plunge in gas prices
to  20  year  lows  and  declined  production  from  depleting  zones.

On  January  30, 1996, Tri-Valley Corporation and its wholly owned subsidiary,
Tri-Valley  Oil  &  Gas  Co. filed voluntary petitions under Chapter 11 of the
Federal Bankruptcy Code seeking to reorganize under the Code.  The reasons are
detailed  in  Part I, Item I of the Form 10-K.  (The Company successfully used
the  bankruptcy  to  buy  time  to  raise  new  capital  and, after paying all
creditors  in  full,  was  dismissed 10 months later on November 1, 1996). The
Company  has  experienced significant operating losses in the last three years
stemming  from  production  decline and a temporary plunge in gas prices to 20
year  lows  and  the  costs of the Chapter 11.  Both production and price have
since  increased  and  management  expects that significant liquidity concerns
will  be  substantially  resolved  with  the  dismissal  from  Chapter  11.  A
substantial  capital  formation  program is under way to enhance the financial
strength  of  the  Company.  In the long term, the Company's viability will be
dependent  on  its  ability  to  achieve  successful  future  operations.

Although  all  claims  have  been settled since dismissal of the bankruptcy on
November  1,  1996,  the  consolidated financial statements do not reflect any
adjustments  relating  to  the  recoverability  and classification of recorded
asset  amounts  or the amounts and classification of liabilities that might be
necessary  should  the  Company  be unable to continue in existence nor do the
consolidated  financial  statements  reflect  adjustments  required  by "fresh
start"  reporting.    The consolidated financial statements do not reflect the
amount  of creditors' claims filed, the ultimate settlement of liabilities and
contingencies  which  may be allowed in Chapter 11 reorganization cases or the
effect  of  any  changes, including changes in the Company's operations, which
may  result  from  a  plan  of  reorganization  or  dismissal.


<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION  (Continued)
---------

RESULTS  OF  OPERATIONS
-----------------------

Tri-Valley's natural gas discoveries and production raised it into the top 10%
of  193  California  dry gas operators.  Among U.S. petroleum companies ranked
annually  by the Oil & Gas Journal, Tri-Valley rose to 195th place giving it a
total  gain  over  the  past  eight  years  of  199  places.

At  the same time, Tri-Valley experienced a dislocation in cash flow when some
seemingly assured prospect sales failed to materialize due to abrupt shifts of
domestic  exploration  budgets  to foreign venues even as the Company invested
heavily  in preparing its projects for sale.  Thus, anticipated revenue failed
to  materialize  to  reimburse  forward  investment  in  major  projects  and
significant  operating  capital was temporarily locked up in unsold inventory.
This  was  dealt  with  broadly, including reducing overhead, reducing project
activity, drawing on unsecured and secured credit lines, and redoubled efforts
to  market  inventory.

During  fiscal  1995, Tri-Valley fully extinguished its bank credit line which
peaked  at  $225,000  and  eliminated numerous other short-term obligations by
consolidation  into  a  financing secured by its producing properties. This is
the  first  secured  financing  in  over  15  years.

After  13 consecutive profitable quarters, revenues plunged during 1994 due to
production  decline  and  a  steep drop in natural gas prices ultimately to 20
year  lows in 1995. As a producing zone depletes it is operated until it is no
longer  profitable  before  plugging  it  and opening a new zone for new flush
production.  Unless  the Company has alternate revenue to offset such declines
it  creates losses and due to the combination of production and price declines
the  losses  were  severe.

Adding  to  the  frustration  is  the  fact  that in November 1994, Tri-Valley
completed  the  most  significant California on shore dry gas discovery of the
year  with  over  147  net  feet of pay in the Webb Tract No. 1 (which was not
hooked-up until January 2, 1997 due to pipeline delays). Thus, the Company and
its partners have been denied substantial revenue during this period. The only
positive  aspect  is  that  gas  prices  were very low during shut in and have
currently  rebounded.  The  Company expects to increase its production revenue
15%  to  35%  from  this  well.

In  August  1995,  Tri-Valley completed another very substantial well with 113
net  feet  of  pay. This well was hooked up and at the end of 1995 was selling
about  3  million  cubic feet of gas per day from one zone and the revenue was
beginning  to  restore  the  Company's  basic  cash  flow  needs.

Legal expenses related to Chapter 11 increased G&A expenses disproportionately
and  the  Company  took a number of write-offs to keep the balance sheet clean
and  conservative.  This  resulted in another loss and a decline in net worth.

<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION  (Continued)
---------

RESULTS  OF  OPERATIONS  (Continued)
-----------------------

However,  subsequent  to  the  fiscal  year ending July 31, 1996, and prior to
December  31,  1996,  Tri-Valley's  capital  formation  program  has generated
$3,000,000  in new money from the sale of unregistered stock and participation
in  projects.  As  a  result,  Tri-Valley was dismissed from Chapter 11 in the
strongest  financial position in its corporate history. The Company expects to
change its fiscal year to December 31 in order to reflect this strength on its
audited  financial  statements.

The Company's hydrocarbon reserves at July 31, 1996 were valued by independent
engineers at a net present value of $1,126,910 including the SEC mandatory 10%
discount rate up from the July 31, 1995 value of $835,771. This value does not
appear  on  the  balance  sheet  because  accounting  rules require discovered
reserves  to  be carried on the balance sheet at cost of obtaining them rather
than  the  actual  future  net  revenue from producing them.  Since Tri-Valley
arranges  to  be carried in the test wells on prospects, it incurs very little
cost  and,  therefore, very little value of discovered reserves appears on the
balance sheet despite the fact that reserves are a most important value of the
Company,  especially  from an industry point of view.  Also not on the balance
sheet  is  significant  value  resulting  from more than $1,500,000 in outside
investment by third parties into exploration on the properties adjacent to the
Company's  Richardson, Alaska, property. Such exploration is, in the Company's
opinion,  a  great  value  to the Company because it helps the Company further
define  its exploration activities, and, as such, the Company benefits greatly
from  the  third  party's  expertise and effort. These values, in management's
opinion, constitute a significant part of the value of the Company even though
it  is  presently  unrecognized,  and  unrecognizable,  on  the balance sheet.

Over  $485,000 of Tri-Valley capital is invested in the North Tracy Triad Play
composed  of three separate prospects with an aggregate reserve target of over
500 billion cubic feet of natural gas.  This play is generated off of Phillips
Petroleum  Company  and Tri-Valley proprietary data and drilling the test well
is  dependent  on  Tri-Valley  securing  other  working  interest  partners.
Normally,  major  companies and large independents would be the candidates but
there  has  been  a massive shift of exploration budgets from U.S. on-shore to
overseas  just  as  Tri-Valley brought the first prospect to drillable status.
This  has  denied  the Company timely return of capital from sale of the play.
Management  believes  the  play offers the chance of exceptional upside to the
Company  and  is  dedicated  to  getting it sold and drilled. In late December
1996,  the  Company completed a very complicated land permitting and financing
package  to  enable  a  test well to be drilled in January 1997 on a different
structure  in  the  area.


<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION  (Continued)
---------

RESULTS  OF  OPERATIONS  (Continued)
-----------------------

Similarly,  Tri-Valley  has  invested  $1,680,000 (the equivalent of less than
4,800  ounces  of  gold  at today's price) in its Richardson, Alaska lode gold
exploration  project.    A substantial part of this is represented by contract
payments  of  300,000  shares  of  Tri-Valley  preferred  stock,  convertible
one-for-one  into  common,  to  TsNIGRI,  the  Moscow  based  Central Research
Institute of Geological Prospecting for Base and Precious Metals.  TsNIGRI has
performed  over  1,000  line  miles  of  ground  traverses  for  geological,
geochemical,  biochemical,  hydrochemical  sampling  and  geophysical profiles
throughout  225  square  miles  of  Tri-Valley's claim block and surroundings.
Over  5,000  samples  have  been  run through a variety of laboratory analysis
including  over  1,000  samples  assayed by Bondar-Clegg, an industry accepted
assay  house.  Physical gold has been found at 60 locations wide spread over a
20 mile swath on the claims and TsNIGRI has increased their forecast to over 2
million  ounces  of  recoverable  gold.  At present, this is only a prognostic
resource  and  not  a  proven  reserve.  Since 1993, Tri-Valley has spent time
               -----------------------
assimilating  this vast amount of new data to define more specific targets for
field  confirmation  in  the  future. In June, TsNIGRI converted its preferred
stock into 300,000 shares of restricted common shares in support of Tri-Valley
management.

Management  believes  that  the  Company possesses a superior mineral property
which  could  reward the shareholders dramatically from discovery success with
little downside exposure at present. As part of the dismissal from Chapter 11,
the Company was able to purchase 10% working interest in a portion of its core
claims  from  Trio  Petroleum  for $120,000 down and a note for $125,000 at 7%
interest  all  due  and  payable  February 4, 1997. The Company paid the note,
principal  and  accrued  interest  in  full  on  December  31,  1996.

IN  NATURAL  GAS
----------------

After  very  strong  predictions  of  political  and  supply/demand  factors
supporting  firming of prices for natural gas, the price actually declined due
to  unseasonably warm winters that left storage stocks high. In the spring and
summer  of  1995,  the  west coast gas prices plummeted to 20 year lows. This,
coupled  with  declines  in  production  from  existing  zones, created severe
revenue/expense  imbalances  for  the  Company.

Prices  began  a  recovery  in  the  fall of 1995 with spot prices surging for
record  highs in late 1996. This has helped to maintain revenue in the face of
production  decline.  The  Company  expects  to  permit  and  drill  the
Martins-Severin  No.  6 and the Webb Tract Nos. 2 and 3 in fiscal 1997 as well
as  the  Pimentel  No.  1  test  on  its  Tracy  Play.


<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION  (Continued)
---------

IN  GOLD
--------

The  gold price has remained relatively stable as a physical use commodity and
does  not  seem  to  function  significantly  as a financial instrument to the
extent  it  did formerly. For instance, international crises do not affect the
price  substantially. For some years, physical consumption demand has exceeded
the  newly  mined supplies but selling forward by producers and sales into the
physical  market from central bank hoards has capped any great price increase.

The  Company  has proposed a core and reverse circulation drilling program for
the  three  most  advanced  targets  on  its  Richardson,  Alaska  lode  gold
exploration  project.  The Company was actively seeking investment to fund the
program  prior to the filing of Chapter 11 petitions. The purpose was to drill
prove  reserves at the John Mitchell Lode at the Democrat Dike and drill infer
geologic  resources  at  the Banner/Buckeye and Buck/Shamrock anomalies. Since
dismissal  from  Chapter  11  on  November  1,  1996, the Company has received
expressions  of  interest and preliminary offers from several mining companies
to  joint venture the further exploration and development of the property. The
Company  is  interviewing  mining and mineral processing engineers with a view
toward  completing  the  processing of approximately 100,000 tons of partially
crushed,  partially  processed  ore  from  the  John  Mitchell  lode.

COMPARISON  OF  FISCAL  YEARS  ENDED  JULY  31,  1996  AND  1995
----------------------------------------------------------------

REVENUES

Revenues  from  the  sale of oil and gas more than doubled in fiscal year 1996
from  $376,154  to  $872,386.  The  increase  was from substantial natural gas
production  and  natural  gas  price  increases as well as $73,884 in one time
accruals  from  prior  production.  Production  increased from a new well, the
Martins-Severin  No.  5,  and  gas  prices  strengthened  to  propel  revenues
considerably higher. The Company expects prices to remain firm well into 1997.

COSTS  AND  EXPENSES

Costs  of  the  Chapter 11 and new financing drove G&A expenses to $764,799 in
fiscal  year  1996  versus  $498,421 in fiscal year 1995. All other categories
also increased as the Company wrote off non-productive leases and charged more
to  operating  expense  and  depreciation,  depletion  and amortization due to
increased  production.  The  total  expenses  in  fiscal  year  1996  reached
$1,195,005  for a loss of $317,358 versus $737,621 and $306,844, respectively,
for  the  same  period  in  fiscal  year  1995.

Total assets increased slightly to $3,949,375 in fiscal year 1996, up $124,322
from $3,825,053 in fiscal year 1995. However, stockholder equity suffered from
the  loss  and  declined to $1,400,167 in fiscal year 1996, down $313,458 from
$1,713,625  in  fiscal  year  1995.

<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION  (Continued)
---------

COMPARISON  OF  FISCAL  YEARS  ENDED  JULY  31,  1996  AND  1995  (Continued)
----------------------------------------------------------------

COSTS  AND  EXPENSES  (Continued)

The  Company  anticipates  increased  revenues for fiscal year 1997 along with
increased  expenses  as  it  makes an extraordinary effort to complete several
projects which it expects to fund from operations and new project capital from
the  sale  of  equity.

COMPARISON  OF  FISCAL  YEARS  ENDED  JULY  31,  1995  AND  1994
----------------------------------------------------------------

REVENUES

As  productive zones depleted and natural gas prices plunged, Company revenues
declined  by  35% from $663,960 at July 31, 1994 to $432,377 at July 31, 1995.
Costs  and  expenses  were  reduced  similarly  and a net loss of $306,844 was
recorded  in  fiscal  1995,  slightly  more than the $294,016 loss reported in
fiscal  1994.

General  and  administrative  costs  declined about 7% from $536,086 in fiscal
1994  to  $498,421  in  fiscal 1995. Costs of oil and gas leases increased 35%
from  $75,257  in  fiscal  1994  to  $116,285  in  fiscal  1995.

Financing  the  revenue  decline  largely through borrowing increased interest
expense  by $24,558 to $65,438 for fiscal 1995 versus $40,880 for fiscal 1994.
During  fiscal  1995,  the  Company  arranged  its  first  loan secured by its
reserves.  There  being  no local institutions making reserve based loans, the
financing  was  arranged  through  a  west  Texas  oilman  from  his  personal
resources.  The  interest rate was 10%. The six month term was extended for 90
days  through January 30, 1996.  Several plans to sell Company reserves and/or
raise  additional  investor  capital  to pay-off the loan failed.  The Company
filed  voluntary  petitions  to  reorganize  under  Chapter  11 of the Code on
January  30,  1996.    See  further descriptions in Part I, Item I of the Form
10-K.

The  above  loss  contributed  to  a  further decline in the total assets from
$3,852,315  in  fiscal  1994  to $3,825,053 in fiscal 1995. Stockholder equity
declined  more  sharply from $1,931,849 in fiscal 1994 to $1,713,625 in fiscal
1995.

While natural gas prices remained relatively firm, production revenue declined
from  depleting  zones by $142,163 from $476,365 in fiscal 1994 to $376,154 in
fiscal  1995,  a  drop  of  22%.

COSTS  AND  EXPENSES

Costs  and  expenses  soared 32% to $956,376 in fiscal 1994 largely due to the
Company  writing  down  $252,119  in  non-productive  oil  and  gas leases and
California Mining Claims impacted by the East Mojave Desert National Park Act.
G&A  rose slightly due to activities on site at the Company's gold exploration
project  at  Richardson,  Alaska.

<PAGE>
ITEM  7.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
------------------------------------------------------------------
CONDITION  (Continued)
---------

COMPARISON  OF  FISCAL  YEARS  ENDED  JULY  31,  1995  AND  1994  (Continued)
----------------------------------------------------------------

COSTS  AND  EXPENSES  (Continued)

Overall, this contributed to a net loss of $294,016, the bulk of which was for
write-off  of  California  mining  claims.

COMPARISON  OF  FISCAL  YEARS  ENDED  JULY  31,  1994  AND  1993
----------------------------------------------------------------

REVENUES

Revenues declined mainly from production declines. However large write-offs of
$252,119  in fiscal 1994 exacerbated the situation creating a loss of $294,016
in  fiscal  1994  versus  a  net  profit  of  $14,091  in  fiscal  1993.

While  natural  gas  prices remained relatively firm, production declined from
depleting zones by $154,542 from $630,907 in fiscal 1993 to $476,365 in fiscal
1994,  a drop of 25%. Overall revenue declined from $753,126 in fiscal 1993 to
$663,960  in  fiscal  1994,  a  drop  of  $89,166  or  about  12%.

After  five  consecutive  years  of  asset  and  net  asset  gain,  the losses
contributed  to  a  drop  from  $4,190,116  of  gross assets in fiscal 1993 to
$3,852,315  in  fiscal  1994.  Stockholder  equity declined from $2,003,365 in
fiscal  1993  to  $1,931,849  in  fiscal  1994.

COST  AND  EXPENSES

Fiscal 1994 saw G&A expenses increase over fiscal 1993 as management strove to
bring  projects  to  completion  or  at  least  produce revenue. This included
additional  gold sample efforts at Richardson, Alaska to reclaim saleable gold
as  well as useful data. Frequent equipment breakdown denied sufficient volume
to  be  processed  to produce either. G&A rose from $513,660 in fiscal 1993 to
$536,086  in  fiscal  1994, an increase of 4%. Interest expense remained about
the  same.

                         ITEM 8. FINANCIAL STATEMENTS
                         ----------------------------
                        REPORT OF INDEPENDENT AUDITORS


The  Board  of  Directors
Tri-Valley  Corporation
Bakersfield,  California


We  have  audited  the  accompanying consolidated balance sheets of Tri-Valley
Corporation  as  of  July  31,  1996  and  1995,  and the related consolidated
statements  of  operations, changes in shareholders' equity and cash flows for
each  of  the  three years in the period ended July 31, 1996.  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 financial statements referred to above present fairly in
all  material  respects,  the  consolidated  financial  position of Tri-Valley
Corporation  at  July  31,  1996 and 1995, and the results of its consolidated
operations  and its cash flows for each of the three years in the period ended
July  31,  1996  in  conformity with generally accepted accounting principles.

     BROWN  ARMSTRONG  RANDALL  &  REYES
     ACCOUNTANCY  CORPORATION





Bakersfield,  California
December  3,  1996,  except  for  Note  15,
  which  is  dated  January  9,  1997


<PAGE>
  The accompanying notes are an integral part of these financial statements.

                            TRI-VALLEY CORPORATION
                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS
<TABLE>
<CAPTION>

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

CURRENT ASSETS
  Cash                                          $  258,924   $  228,704 
  Accounts receivable, trade (Note 6)              277,586      295,340 
  Prepaid expenses                                   2,029       10,841 
                                                -----------  -----------

    Total Current Assets                           538,539      534,885 
                                                -----------  -----------

PROPERTY AND EQUIPMENT, NET
  (Notes 1 and 2)                                3,085,825    2,915,070 
                                                -----------  -----------

OTHER ASSETS
  Deposits                                          61,000      100,241 
  Investments in partnerships (Note 1)              (7,152)      (7,152)
  Goodwill (net of accumulated amortization
    of $162,690 at July 31, 1996 and $151,844
    at July 31, 1995 (Note 1)                      271,163      282,009 
                                                -----------  -----------

    Total Other Assets                             325,011      375,098 
                                                -----------  -----------

    TOTAL ASSETS                                $3,949,375   $3,825,053 
                                                ===========  ===========
</TABLE>



<PAGE>



                     LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

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

CURRENT LIABILITIES
  Notes and contracts payable (Note 3)            $    77,992   $   556,279 
  Trade accounts payable                              226,057       125,370 
  Amounts payable to joint venture participants       505,690       419,169 
  Advances from joint venture participants            483,412       627,811 
  Due to related parties                              204,392       137,300 
  Accrued expenses and other liabilities              134,908       209,712 
                                                  ------------  ------------
    Total Current Liabilities                       1,632,451     2,075,641 
                                                  ------------  ------------
LONG-TERM PORTION OF NOTES AND
 CONTRACTS PAYABLE
  Notes payable                                        16,757        35,787 
  Convertible notes payable                           900,000             - 
                                                  ------------  ------------

    Total Long-Term Portion of Notes and
     Contracts Payable                                916,757        35,787 
                                                  ------------  ------------
COMMITMENTS (Note 9)
SHAREHOLDERS' EQUITY
  Convertible preferred stock, $1.00 par value:
    5,000,000 shares authorized; 300,000
    shares subscribed                                       -       300,000 
  Common stock, $.01 par value:
    25,000,000 shares authorized;
    8,027,248 and 7,337,248 issued and
    outstanding at July 31, 1996 and 1995,
    respectively                                       80,272        73,372 
  Less:  Common stock in treasury, at cost,
    156,925 shares                                    (28,639)      (28,639)
  Stock options outstanding                                 -       191,100 
  Capital in excess of par value                    3,772,753     3,284,653 
  Accumulated deficit                              (2,424,219)   (2,106,861)
                                                  ------------  ------------
    Total Shareholders' Equity                      1,400,167     1,713,625 
                                                  ------------  ------------
    TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY                        $ 3,949,375   $ 3,825,053 
                                                  ============  ============
</TABLE>



<PAGE>
                            TRI-VALLEY CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                   Year  Ended  July  31,
                                                   ----------------------
                                                1996         1995         1994
                                             -----------  -----------  -----------
<S>                                          <C>          <C>          <C>

REVENUES
  Sale of oil and gas                        $  872,386   $  376,154   $  538,415 
  Sale of oil and gas prospects                       -       25,519       38,224 
  Precious metals revenue                             -        9,338       81,078 
  Interest income                                 6,861        8,257        6,243 
  Other                                               -       13,109            - 
                                             -----------  -----------  -----------

                                                879,247      432,377      663,960 
                                             -----------  -----------  -----------

COST AND EXPENSES
  Leases sold, relinquished and impaired         27,593        9,048      252,119 
  Oil and gas leases                            259,673      116,285       75,257 
  General and administrative                    764,799      498,421      536,086 
  Depreciation, depletion and amortization       53,453       48,429       52,034 
  Interest                                       89,487       65,438       40,880 
                                             -----------  -----------  -----------

                                              1,195,005      737,621      956,376 
                                             -----------  -----------  -----------

LOSS BEFORE INCOME TAXES                       (315,758)    (305,244)    (292,416)

TAX PROVISION (Note 5)                            1,600        1,600        1,600 
                                             -----------  -----------  -----------

NET LOSS                                     $ (317,358)  $ (306,844)  $ (294,016)
                                             ===========  ===========  ===========


NET LOSS PER COMMON SHARE                    $     (.04)  $     (.04)  $     (.04)
                                             ===========  ===========  ===========


WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                          7,452,248    7,071,126    6,911,130 
                                             ===========  ===========  ===========
</TABLE>


  The accompanying notes are an integral part of these financial statements.

  The accompanying notes are an integral part of these financial statements.

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


<TABLE>
<CAPTION>


                                                             Capital
                                                                in                                                    
                                                     Par    Excess of    Accumulated    Treasury    Preferred      Options
                                         Shares     Value   Par Value      Deficit       Stock        Stock      Outstanding
                                        ---------  -------  ----------  -------------  ----------  -----------  -------------
<S>                                     <C>        <C>      <C>         <C>            <C>         <C>          <C>

Balance at July 31, 1993                6,500,277  $65,003  $2,959,263  $ (1,506,001)  $  (6,000)  $  300,000   $    191,100 

Issuance of common stock to investors     660,007    6,600     238,539             -           -            -              - 
Treasury stock (acquired)                       -        -           -             -     (30,139)           -              - 
Treasury stock sold                             -        -           -             -       7,500            -              - 
Net loss                                        -        -           -      (294,016)          -            -              - 
                                        ---------  -------  ----------  -------------  ----------  -----------  -------------

Balance at July 31, 1994                7,160,284   71,603   3,197,802    (1,800,017)    (28,639)     300,000        191,100 

Issuance of common stock to officers,
  directors and employees                 141,564    1,415      69,505             -           -            -              - 
Issuance of common stock to investors      35,400      354      17,346             -           -            -              - 
Net loss                                        -        -           -      (306,844)          -            -              - 
                                        ---------  -------  ----------  -------------  ----------  -----------  -------------

Balance at July 31, 1995                7,337,248   73,372   3,284,653    (2,106,861)    (28,639)     300,000        191,100 

Issuance of common stock to investors     390,000    3,900     191,100             -           -            -       (191,100)
Transfer of preferred stock to common     300,000    3,000     297,000             -           -     (300,000)             - 
Net loss                                        -        -           -      (317,358)          -            -              - 
                                        ---------  -------  ----------  -------------  ----------  -----------  -------------

Balance at July 31, 1996                8,027,248  $80,272  $3,772,753  $ (2,424,219)  $ (28,639)  $        -   $          - 
                                        =========  =======  ==========  =============  ==========  ===========  =============


                                             Stock
                                         Shareholders'
                                            Equity
                                        ---------------
<S>                                     <C>

Balance at July 31, 1993                $    2,003,365 

Issuance of common stock to investors          245,139 
Treasury stock (acquired)                      (30,139)
Treasury stock sold                              7,500 
Net loss                                      (294,016)
                                        ---------------

Balance at July 31, 1994                     1,931,849 

Issuance of common stock to officers,
  directors and employees                       70,920 
Issuance of common stock to investors           17,700 
Net loss                                      (306,844)
                                        ---------------

Balance at July 31, 1995                     1,713,625 

Issuance of common stock to investors            3,900 
Transfer of preferred stock to common                - 
Net loss                                      (317,358)
                                        ---------------

Balance at July 31, 1996                $    1,400,167 
                                        ===============
</TABLE>



<PAGE>
  The accompanying notes are an integral part of these financial statements.

                            TRI-VALLEY CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                         Year  Ended  July  31,
                                                         ----------------------
                                                      1996         1995        1994
                                                   -----------  ----------  ----------
<S>                                                <C>          <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                         $ (317,358)  $(306,844)  $(294,016)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
  Depreciation, depletion and amortization             53,453      48,429      52,034 
  (Increase) decrease in accounts receivable           17,784     177,827      53,152 
  Decrease (increase) in prepaid expenses               8,812      (8,322)      7,830 
  Decrease (increase) in deposits                      39,241      10,260       4,740 
  Increase (decrease) in trade accounts payable       100,687     (67,639)      6,249 
  Increase (decrease) in amounts payable to joint
    venture participants and related parties           86,521    (402,020)   (116,733)
  (Decrease) increase in advances from joint
    venture participants                             (144,399)    371,489    (123,444)
  (Decrease) increase in accrued expenses and
    other liabilities                                  (7,742)    (38,336)    105,401 
  (Decrease) increase in income taxes payable               -           -     (15,400)
  Impairment, dry hole and other disposals of
    property and equipment                             27,593     137,667     257,226 
                                                   -----------  ----------  ----------

     Net Cash Used by Operating Activities           (135,408)    (77,489)    (62,961)
                                                   -----------  ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                               (240,955)   (293,373)   (387,113)
                                                   -----------  ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of debt                    1,038,000     540,810       5,000 
  Principal payments on long-term debt               (635,317)   (213,342)   (127,358)
  Proceeds from issuance of common stock                3,900       1,769       6,600 
  Purchase of treasury stock                                -           -     (30,139)
  Proceeds from issuance of treasury stock                  -           -       7,500 
  Additional paid in capital                                -      86,851     238,539 
                                                   -----------  ----------  ----------

     Net Cash Provided by Financing Activities        406,583     416,088     100,142 
                                                   -----------  ----------  ----------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                     30,220      45,226    (349,932)

CASH AT BEGINNING OF YEAR                             228,704     183,478     533,410 
                                                   -----------  ----------  ----------

CASH AT END OF YEAR                                $  258,924   $ 228,704   $ 183,478 
                                                   ===========  ==========  ==========
</TABLE>



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




<TABLE>
<CAPTION>

                                                           Year  Ended  July  31,
                                                           ----------------------

                                                         1996     1995      1994
                                                        -------  -------  ---------
<S>                                                     <C>      <C>      <C>


SUPPLEMENTAL DISCLOSURES OF CASH
  FLOW INFORMATION
    Interest Paid                                       $89,487  $65,438  $ 40,880 
                                                        =======  =======  =========

    Income Taxes Paid                                   $ 1,600  $ 1,600  $  1,600 
                                                        =======  =======  =========


SUPPLEMENTAL SCHEDULE OF NON-CASH
  INVESTING ACTIVITIES
    Unrestricted common stock exchanged for restricted
      common stock used to acquire property and
      retire a note payable:
        Retirement of note payable                      $     -  $     -  $ 15,000 
        Treasury shares acquired                              -        -   (30,139)
        Treasury shares issued                                -        -     7,500 
</TABLE>



<PAGE>
                            TRI-VALLEY CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                         JULY 31, 1995, 1994 AND 1993



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

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

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

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

Chapter  11  Reorganization
---------------------------

On  January  30,  1996,  Tri-Valley  Corporation  ("TVC") and its wholly owned
subsidiary,  Tri-Valley  Oil  & Gas Co. ("TVOG"), filed voluntary petitions in
the  United  States  Bankruptcy Court (the "Bankruptcy Court") for the Eastern
District  of  California sitting in Fresno seeking to reorganize under Chapter
11  of  the Federal Bankruptcy Code (the "Code").  The Chapter 11 cases of TVC
and  TVOG were substantially consolidated under TVC, and TVC continues to file
consolidated  tax  and  SEC  reports.

During  the  process  of  developing a Plan, management was able to infuse the
Company  with  capital  from  new  investors  and  increased  production.  The
Company,  citing  the  influx  of capital, filed a motion to be dismissed from
bankruptcy.    On November 1, 1996, the court granted the motion and dismissed
the  case.    Prior  to  this  dismissal,  the  Company  operated  as    a
debtor-in-possession  under Chapter 11 of the Federal Bankruptcy Code.  During
this  period,    all  Company  obligations  were subject to compromise.  These
financial  statements,  however,  do  not reflect any adjustment or disclosure
since  no  plan  of  reorganization was actually filed and/or confirmed by the
Bankruptcy  Court,  and all major obligations which were subject to compromise
were,  subsequent  to  year  end,  paid  100  cents  on  the  dollar.


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

Chapter  11  Reorganization  (Continued)
---------------------------

After  the  filing  of  the  Chapter  11  case, the Company  was authorized to
operate  their  business  as  debtors-in-possession.    Pursuant  to the Code,
transactions  outside  the  ordinary course of business required the approval,
after  notice  and  hearing,  of  the Bankruptcy Court and liabilities arising
prior to the filing of the petitions under Chapter 11 of the Code could not be
paid  without  prior  approval  of the Bankruptcy Court.  Debtor-in-possession
status  was  terminated  upon the court's dismissal of the case on November 1,
1996.

Pursuant  to  the orders of the Bankruptcy Court, the Official Equity Security
Holders  Committee  of  TVC and the Creditors Committee have been appointed by
the  U.S.  Trustee  with  authority  to obtain counsel and other professionals
whose  fees have been paid by the Debtor.  Reorganization related professional
fees  are  being  recorded  as they are incurred with total costs amounting to
approximately $114,000.  As of the report date, approximately $27,000 remained
unpaid.

As  discussed herein, the Company has experienced significant operating losses
in the last three fiscal years.  However, due to the subsequent debt to equity
conversions, the Company has reduced its debt considerably and all claims have
been paid 100 cents on the dollar.  These financial statements, appropriately,
do  not  disclose  liabilities  which  may be subject to compromise as no debt
forgiveness  resulted from the Chapter 11 proceedings.  Fresh Start accounting
is  also  not considered necessary as no formal plan was ever submitted to the
court.

Transfers of assets, including cash payments, prior to the commencement of the
Chapter  11 cases could have been revised by the Bankruptcy Court if they were
determined  to  constitute  preferential  transfers  or fraudulent conveyances
under  certain  sections of the Code.  Upon the reversal of a transaction, the
assets returned would be part of the bankruptcy estate of the Debtor and would
be  subject  to  the  claims  of  the  Debtor's  creditors.  If any assets are
returned  to  the Debtor, the entity from which the assets are recovered would
have  an  unsecured claim against the debtor in the amount of the value of the
assets  transferred  by  the  Debtor to such entity.  The court determined all
pre-petition  transfers were appropriate and in the normal course of business,
and  thus,  no  transactions  were  reversed  by  the  court prior to entering
bankruptcy.


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

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

Historically  an  oil  and gas exploration and production company, emphasizing
the  Sacramento Valley natural gas province, the Company added precious metals
exploration  in  fiscal  1987.   The Company conducts its oil and gas business
primarily  through  its  33  year  old  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.

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

The  Company  prepares  its  financial  statements  using the accrual basis of
accounting  in  conformity  with  generally  accepted  accounting  principles
consistently  applied.    Oil and gas and mining activities are recorded using
the  successful  efforts  method  of  accounting.    See  discussion  below.

Substantially  all  of  the  Company's exploration, development and production
activities  are  conducted jointly with others and, accordingly, the financial
statements  reflect  only  the  Company's  proportionate  interest  in  such
activities.

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

Cash  equivalents  consist  of  highly  liquid  debt  instruments  such  as
certificates of deposit, commercial paper, and money market accounts purchased
with  an  original  maturity  date  of  three  months  or  less.

Goodwill
--------

The  consolidated  financial  statements  include  the net assets purchased of
Tri-Valley  Corporation's  wholly  owned subsidiary. 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 anticipated
cash  flows  from  operating  and  non-operating  mineral  properties,  as the
goodwill  originally  attached  to  extractive industry 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)
            ----------------------------------------------

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.  Transactions with these parties are within the ordinary course of
business.

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

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

In  March  1995,  the  Financial  Accounting  Standards  Board  (FASB)  issued
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." This statement 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  assessed  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  new  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  property  by  property  impairment  review.

The Company adopted SFAS No. 121 in the first quarter of 1996. Impairment loss
on  the  oil  and  gas  properties is calculated as the difference between the
asset book carrying amounts and future undiscounted net cash flow projections,
giving  consideration  to  recent prices, pricing trends and estimated reserve
quantities.  These  projections  represent the Company's best estimate of fair
value  based  on  the  information  available.


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

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

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.

Mineral  Property
-----------------

All  costs related to mineral properties with development potential, including
mineral  claim  acquisition costs and exploration and development expenditures
are  deferred  until the related mineral claims are abandoned, sold or achieve
commercial  production.    At  that  time,  the costs will be either amortized
against  income  from  future  mining  operations  or written off.  Grassroots
exploration  costs  are  charged  to  expense  as  incurred.

The  amount  shown  for mineral properties and development represents costs to
date  and  does  not  necessarily  reflect present or future values.  The full
recovery  of  the  above  mentioned  deferred cost depends on a combination of
different  factors,  including  (i)  future  metal  prices (ii) the results of
future exploration, and discovery and development of ore reserves and (iii) to
the  extent  necessary, the procurement of additional capital and financing to
carry  out  future  activities.    The  carrying amount of mineral properties,
proved  and  unproved,  is  evaluated  at  least annually and reduced if these
properties  are  impaired.

Capitalization  of  Interest
----------------------------

Interest  cost  is  capitalized on construction and development programs until
placed  into  operation.

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 (3 years).

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.


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

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

The  Company  sells  oil,  gas  and natural gas liquids to various oil and gas
purchasers  primarily  in  the northern California region.  Credit is extended
based  on  an  evaluation of the customer's financial condition, and generally
collateral  is  not required.  Transactions with major customers are discussed
in  detail  in  Note  6.

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.

Derivative  Financial  Instruments  and  Fair  Value  Disclosure  (SFAS  119)
-----------------------------------------------------------------------------

In October 1994, the Financial Accounting Standards Board issued SFAS No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of Financial
Instruments."  The  provisions  of  SFAS  119  are  effective  for  financial
statements issued for years ending after December 15, 1994, for entities whose
total  assets  exceed  $150 million. For those entities whose total assets are
less  than  $150  million at December 15, 1994, the provisions of SFAS 119 are
effective  for  years  ended  after  December  15,  1995.  SFAS  119  requires
disclosures  about  derivative  financial  instruments  and  other  financial
instruments  with  similar  characteristics.  The provisions of this statement
should not have a significant effect on the Company's financial position since
the  Company  does  not  have any derivative financial instrument investments.

Fair  Values  of  Financial  Instruments
----------------------------------------

Statement  of  Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires disclosure of fair value information
about  financial  instruments,  whether  or not recognized in the statement of
financial  condition.  In  cases where quoted market prices are not available,
fair  values  are  based  on  estimates using present value or other valuation
techniques.  Those  techniques  are  significantly affected by the assumptions
used,  including the discount rate and estimates of future cash flows. In that
regard, the derived fair value estimates cannot be substantiated by comparison
to  independent markets and, in many cases, could not be realized in immediate
settlement  of  the  instruments. Statement No. 107 excludes certain financial
instruments and all nonfinancial instruments from its disclosure requirements.
For  the  purpose  of  this  statement,  the carrying amounts of the Company's
instruments  approximate  their  fair  market  values.


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

Income  Taxes
-------------

On  January  1,  1994,  the  Company  began  accounting  for  income  taxes in
accordance  with  SFAS  No. 109 which became effective for the year ended July
31,  1994.  There  was  no  material  affect  on the financial statements upon
adoption.  Pursuant  to  SFAS  No. 109, income taxes are provided based on the
liability  method  of  accounting.  The provision for income taxes is based on
pretax  financial  accounting  income. Deferred tax assets and liabilities are
recognized  for  future  expected  tax  consequences  of temporary differences
between  income  tax  and  financial  reporting,  and  principally,  relate to
differences  in  the  tax  bases  of assets and liabilities and their reported
amounts,  using  enacted tax rates in effect for the year in which differences
are  expected  to  reverse. If it is more likely than not that some portion or
all  of  a  deferred  tax asset will not be realized, a valuation allowance is
recognized.

Net  Income  (Loss)  Per  Common  Share
---------------------------------------

The  calculation  of net income/loss per common share is based on the weighted
average  number  of  common  stock  shares outstanding during each period. The
effect  of  convertible preferred stock on the net income/loss per share ratio
is  considered  anti-dilutive  and  was  not  included  in  the computation of
earnings  per  common  share  for  any  of  the  years  presented.

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

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

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.


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

Oil  and  gas properties, and equipment and fixtures consist of the following:
<TABLE>
<CAPTION>

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

  Oil and Gas - California
-----------------------------------------------------                        
  Proved properties, net of accumulated
    depletion of $233,259 at July 31, 1996
    and $196,741 at July 31, 1995                      $  276,846  $  248,631
  Unproved properties, net of valuation
    provision at July 31, 1996 and 1995                   695,861     646,692
                                                       ----------  ----------
     Total Oil and Gas Properties                         972,707     895,323
                                                       ----------  ----------
  A summary of other property and equipment follows:
-----------------------------------------------------                        
  Mining prospects                                      2,057,732   1,958,273
  Land                                                     11,281      11,281
  Building net of accumulated depreciation
    of $4,512 at July 31, 1996 and $3,384 at
    July 31, 1995                                          40,612      41,740
  Office equipment and leasehold
    improvements net of accumulated
   depreciation of $86,203 at July 31,
   1996 and $81,241 at July 31, 1995                        3,493       8,453
                                                       ----------  ----------
     Total Other Property and Equipment                 2,113,118   2,019,747
                                                       ----------  ----------
  PROPERTY AND EQUIPMENT (NET)                         $3,085,825  $2,915,070
                                                       ==========  ==========
</TABLE>




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

Long-term  debt  at  July  31,  1996  and  1995  is  summarized  below:
<TABLE>
<CAPTION>

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

Note payable to Estate of John R. Mitchell
  dated April 1, 1991, interest at 12.00%,
  July 31, 1996 and 1995, unsecured;
  monthly payments of $1,000 plus
  interest at 12.00% on the unpaid
  principal.                                     $       -  $ 9,000

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%, July 31,
  1996 and 1995.                                    23,225   27,255

Note payable to Bandera Land Company dated
  December 4, 1992; unsecured; interest at
  10.00%, July 31, 1996 and 1995; interest only
  payable on outstanding balance.                   17,950   17,950

Note payable to Edgar Moss dated -February 1,
  1994; unsecured; no stated interest.              11,000        -

Note payable to Edgar Moss dated February 22,
  1995; unsecured; interest at 7.20%, monthly
  interest payable with principal balance due
  August 22, 1995. Balance plus interest remain
  outstanding at December 3, 1995, the audit
  report date.                                      16,000   16,000

Note payable to Laurence B. Flood dated
  September 16, 1995; unsecured; interest
  at 10.00%, monthly interest payable
  in cash or Tri-Valley Corporation
  unregistered common stock at $.30 per
  share, principal balance due September 16,
  1999.                                              7,000        -
</TABLE>



<PAGE>
NOTE  3  -  NOTES  AND  CONTRACTS  PAYABLE  (Continued)
            ------------------------------
<TABLE>
<CAPTION>

                                                      July  31,
                                                      ---------

                                                    1996      1995
                                                  --------  --------
<S>                                               <C>       <C>

Note payable to Laurence B. Flood dated
  July 19, 1995; unsecured; interest at 10.00%,
  monthly interest payable in cash or Tri-
  Valley Corporation unregistered common
  stock at $.30 per share, principal balance
  due July 19, 1999.                                15,000    15,000
Note payable to Frank Agar dated April 20,
  1995; secured by properties; interest at
  10.00%; quarterly interest payable with
  principal balance due October 18, 1995.                -   100,000
Note payable to Frank Agar dated May 5,
  1995; secured by properties; interest at
  10.00%; quarterly interest payable with
  principal balance due November 1, 1995.                -   400,000
Note payable to Imperial Premium Finance,
  Inc., dated June 9, 1996; secured by
  contractual policy; interest at 12.00%;
  payable in monthly installments of
  $680 including interest.                           4,574     6,861
Note payable to Mayal Inwald, dated
  May 4, 1996; unsecured; interest at
  10.00%; interest only on outstanding
  balance with principal due May 4,
  1998. Convertible to common stock.(*)            150,000         -
Note payable to Behrooz Sanafraz, dated
  July 19, 1996; secured by property;
  convertible to common stock, interest
  at 10.00%; monthly interest payable
  with principal due July 19, 1998.(*)             750,000         -
                                                  --------  --------

                                                   994,749   592,066
Less current portion                                77,992   556,279
                                                  --------  --------

Long-Term Portion of Notes and Contracts
  Payable                                         $916,757  $ 35,787
                                                  ========  ========
</TABLE>


(*)      As of the report date, this note payable had been converted to common
stock,  and,  therefore,  is  no  longer  a corporate liability (see Note 11).

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

Maturities  of  long-term debt for the five years succeeding July 31, 1996 are
as  follows:
<TABLE>
<CAPTION>


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

           1997    $ 77,992
           1998     906,468
           1999       6,468
           2000       3,821
       Thereafter         -
                   --------

                   $994,749
                   ========
</TABLE>


The  Company borrowed $100,000, $400,000, and $120,000 on April 20, May 4, and
September  25,  1995,  respectively, from Frank Agar. While in bankruptcy, the
Company  managed  to  reassign these claims to Behrooz Sarafraz, an investment
consultant,  who  spearheaded  a group of investors that agreed to pay off the
Company's  outstanding loans to Agar, assume the claim, and eventually convert
the  claim  to  common stock. The reassigned claim of $750,000, which includes
the  original  Agar  principal  of $620,000, $20,000 in legal fees, $46,653 in
unpaid  accrued  interest,  and  other  consulting  fees, still existed on the
balance sheet date at July 31, 1996. However, subsequent to year end, the note
was  converted  to  1,875,000  shares  of  common stock with a $.01 par value.


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

The  following were known to the Company to be beneficial owners of 5% or more
of  the  Company's  outstanding  common  stock  at  July  31,  1996:
<TABLE>
<CAPTION>


                              Ownership
                    Shares   Percentage
                    -------  -----------
<S>                 <C>      <C>

  Edgar L. Moss     482,857         6.0%
  F. Lynn Blystone  431,998         5.8%
  Victor Millar     400,000         5.0%
</TABLE>


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:
<TABLE>
<CAPTION>

                              Year  Ended  July  31,
                              ----------------------

                                1996      1995      1994
                              --------  --------  --------
<S>                           <C>       <C>       <C>

  Partnership income, net of
    expenses                  $286,500  $147,005  $234,027
                              ========  ========  ========
</TABLE>



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

On  December  4, 1992, the Company entered into an agreement to borrow $15,000
from Bandera Land Company which is owned by F. Lynn Blystone and other members
of  the  Blystone  Family.  Interest  at  10.0%  is payable on the outstanding
balance  with no stated due date. The balance outstanding at July 31, 1996 and
1995,  was  $17,950,  respectively.

On July 19, 1995, the Company entered into an agreement to borrow $15,000 from
Laurence  B.  Flood,  a shareholder of the Company. Interest at 10% is payable
every  two  months in cash or Tri-Valley Corporation unregistered common stock
at  $.30  per share at the sole discretion of the Company. The note matures on
July  19,  1999.  Other  terms  of  the  agreement  involve  the  following:

     Principal  amount  convertible into TVC unregistered common stock at $.30
per  share  at  any  time.

     Options  on  15,000  shares  of TVC unregistered shares at $.50 per share
exercisable  through  July  19,  1999.

     TVC  may  force exercise of said options if the market quotes a bid price
of  $1.00  per  share  or higher for at least twenty consecutive trading days.

On  February  25,  1995,  the  Company's Board of Directors authorized F. Lynn
Blystone  to  receive 100,000 shares of Tri-Valley Corporation common stock at
$.50  per share and to reduce F. Lynn Blystone's deferred compensation payable
account  by  the  commensurate  dollar  amount.

Due  to  related  parties  of $204,392 and $137,300 at July 31, 1996 and 1995,
respectively,  consist  of  payroll  payable  to  F.  Lynn  Blystone and other
employees  of  the  Company.

NOTE  5  -  INCOME  TAXES
            -------------

At  July  31, 1995, the Company had available net operating loss carryforwards
for  financial  statement  and  federal  income  tax purposes of approximately
$1,850,000.  These  loss  carryforwards  expire  between  1998  and  2011.

The  Company  has  reported  income  tax losses of approximately $1,900,000 in
prior years. In general, income tax losses are carried forward to future years
to  reduce  future  income  taxes.

A  valuation  allowance  of approximately $700,000 has been provided to offset
the  benefit  of  approximately  $700,000  from  the remaining $1,850,000 loss
carryforwards. This valuation allowance is necessary because at July 31, 1996,
the  available  benefits are more likely than not to expire before they can be
used.  There  was  not  a  material change in the tax benefit or the valuation
allowance  from  1995  to  1996.


<PAGE>
NOTE  5  -  INCOME  TAXES  (Continued)
            -------------

In general, Section 382 of the Internal Revenue Code includes provisions which
severely  limits  the amount of net operating loss carryforwards and other tax
attributes  that  may  be  used  annually in the event that a greater than 50%
ownership change (as defined) takes place in any three year period. As of July
31, 1996, the Company ad not experienced such a change for purposes of Section
382.

In  the  past,  the  Company  has  been unable to utilize all of the statutory
percentage  depletion  available  for Federal income tax purposes. At July 31,
1996,  approximately  $620,000  of  unused  statutory  percentage depletion is
available  to  reduce taxable income in future periods. There is no expiration
date  for  this  carryover.

NOTE  6  -  MAJOR  CUSTOMER
            ---------------

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

The Company received in excess of 10% of its revenue from various sources (oil
and  gas  sales  and  mineral  royalties)  as  follows:
<TABLE>
<CAPTION>

                                                  Company
                                                  -------

                      A        B       C       D      Other
                   -------  -------  ------  ------  -------
<S>                <C>      <C>      <C>     <C>     <C>

  Year Ended:

    July 31, 1994        *  350,249  78,929       *        *
    July 31, 1995        *  213,284  65,693  52,190        *
    July 31, 1996  153,862  403,366       *       *  109,810
</TABLE>


  *    Not  a  major  source  during  the  year.

Revenues  are  received  from  Company  B  under  contractual  agreement  and
management  does  not anticipate a termination of this relationship.  Accounts
receivable at July 31, 1996, 1995, and 1994 were $24,033, $9,524, and $56,635,
respectively.

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

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

The  Company  received  all  of its precious metals revenue from the following
sources:
<TABLE>
<CAPTION>


Year Ended:                        Company A  Company B
                                   ---------  ---------     
<C>          <S>                   <C>        <C>

                    July 31, 1994          *  81,078
                    July 31, 1995      9,338       *
                    July 31, 1996          *       *
</TABLE>


                    *Not  a  major  source  during  the  year.

<PAGE>
NOTE  7  -  EMPLOYEE  OVERRIDING  ROYALTY  PAYABLE
            --------------------------------------

From time to time the Company negotiates an overriding royalty for the benefit
of  its  employees  on  plays  it  sells  to  third  parties.  The override is
effective only on producing properties. Distribution was originally determined
by the Tri-Valley CEO, but in 1992 and 1993, the compensation committee of the
Board  of  Directors of the Company determined shares of specific officers and
the  CEO determined the rest. Subsequent to July 31, 1990, the Company and the
Company's  employees  participated  in one of the major gas discoveries in the
Sacramento Valley in some years.  From an old farmout, TVOG retained a 2% ORRI
and  the  employees  retained  a  1.5%  ORRI.

Further gas discoveries in 1990, 1991, 1993 and 1995 temporarily increased the
employee  override  revenue.  As  industry  conditions  limited  the amount of
interest  the  Company could keep in its deals, the employee override became a
less  effective  bonus  program and management terminated it on new leases. An
employee/officer  of  the  Company  instituted  legal  proceedings to claim an
additional  share of undistributed employer overriding royalty from the period
September  1991 to August 1992.  This case was settled prior to the bankruptcy
filing  for  an  amount  immaterial  to  the  Company  (see  Note  9).

The  financial  statements  at  July 31, 1995, included a liability for unpaid
employee  overriding  royalty of $77,884. This liability was eliminated in the
second  quarter of fiscal year 1996, when the case was settled for a diminimus
amount.  The program was terminated on January 1, 1996, with an effective date
of  December  1,  1995  which resulted in addition to income of $73,884 in the
second  quarter  ending  January  31,  1996.

NOTE  8  -  FINANCIAL  INFORMATION  RELATING  TO  INDUSTRY  SEGMENTS
            --------------------------------------------------------

The  Company's operations are classified into two principal industry segments.
Following  is  a  summary  of  segmented information for 1996, 1995, and 1994:
<TABLE>
<CAPTION>


                           Oil and       Precious
                             Gas          Metals     Total
                          ----------     --------  ----------
<S>                       <C>         <C>  <C>       <C>

Year Ended July 31, 1996
  Total Revenues          $ 879,247   $         -  $ 879,247 
                          ==========  =  ========  ==========

  Income Before Taxes     $(315,758)  $         -  $(315,758)
  Income Taxes                1,600             -      1,600 
                          ----------     --------  ----------

  Net Income              $(317,358)  $         -  $(317,358)
                          ==========  =  ========  ==========
</TABLE>




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

<TABLE>
<CAPTION>


                                  Oil and     Precious
                                    Gas        Metals        Total
                                -----------  -----------  -----------
<S>                             <C>          <C>          <C>

  Property, Plant and
    Equipment Additions, Net
    of Deletions                $ (305,288)  $  429,615   $  124,322 
                                ===========  ===========  ===========
  Depreciation, Depletion and
    Amortization                $   53,453   $        -   $   53,453 
                                ===========  ===========  ===========
     Total Assets               $1,839,750   $2,109,625   $3,949,375 
                                ===========  ===========  ===========
Year Ended July 31, 1995
  Total Revenues                $  423,039   $    9,338   $  432,377 
                                ===========  ===========  ===========
  Income (Loss) Before Taxes    $ (314,582)  $    9,338   $ (305,244)
  Income Taxes                       1,600            -        1,600 
                                -----------  -----------  -----------
  Net Income (Loss)             $ (316,182)  $    9,338   $ (306,844)
                                ===========  ===========  ===========
  Property, Plant and
    Equipment Additions, Net    $  (97,914)  $  191,663   $   93,749 
                                ===========  ===========  ===========
  Depreciation, Depletion and
    Amortization                $   48,429   $        -   $   48,429 
                                ===========  ===========  ===========
     Total Assets               $2,145,038   $1,680,015   $3,825,053 
                                ===========  ===========  ===========
Year Ended July 31, 1994
  Total Revenues                $  582,882   $   81,078   $  663,960 
                                ===========  ===========  ===========
  Income (Loss) Before Taxes    $ (373,494)  $   81,078   $ (292,416)
  Income Taxes                       1,600            -        1,600 
                                -----------  -----------  -----------

  Net Income (Loss)             $ (375,094)  $   81,078   $ (294,016)
                                ===========  ===========  ===========

  Property, Plant and
    Equipment Additions, Net    $  (93,310)  $   (8,653)  $ (101,963)
                                ===========  ===========  ===========

  Depreciation, Depletion and
    Amortization                $   52,034   $        -   $   52,034 
                                ===========  ===========  ===========

  Total Assets                  $2,363,963   $1,488,352   $3,852,315 
                                ===========  ===========  ===========
</TABLE>




<PAGE>
NOTE  9  -  COMMITMENTS
            -----------

On  May  2,  1992,  the Board of Directors approved the following compensatory
stock  option  plans  for  directors,  officers  and  employees:

      Outside  directors  -  awarded  purchase options for up to 30,000 shares
each at $.50 per share and an additional 40,000 shares each at $.55 per share,
with  an  expiration  date  of  September  14,  1995.  The expiration date was
extended  to  September  14,  1997,  by  the  Board  of  Directors.

      Officer  - awarded purchase options for up to 100,000 shares at $.50 per
share.

On  August  29, 1992, the Board of Directors of Tri-Valley Corporation awarded
to  Blystone, an employee, the option to purchase 100,000 shares of Tri-Valley
Corporation  stock at $.50 per share with such option price increasing to $.60
per share on any outstanding options effective September 14, 1992, and to $.75
per  share  on  any  outstanding  options  on  September  14, 1994.  Any stock
purchases through this option will be unregistered common stock and subject to
Rule  144.    The  option will be effective only while Blystone is employed by
Tri-Valley  and  shall  terminate  in  any  event,  September  14,  1997.

Pursuant  to  corporate  resolutions,  the  Board  of  Directors  granted  the
president  authority  to  sell  the following unregistered stock of Tri-Valley
Corporation  for  not  less  than  the  amount indicated. All resolutions were
approved  in  prior  years. As of July 31, 1996, the following shares remained
under  authority  to  sell:
<TABLE>
<CAPTION>


               Shares       Minimum   Shares
   Authority  Approved       Price   Remaining
------------  ---------     -------  ---------
<S>           <C>        <C>  <C>      <C>

        I     1,000,000  $      .35     47,311
       II     1,000,000  $      .55          -
      III     1,000,000  $      .50          -
      IV      1,000,000  $      .50    140,823
       V      1,000,000  $      .25  1,000,000
</TABLE>


The  Company conducts its operations from leased facilities.  The lease, which
is  for  one  year, is classified as an operating lease and expires on July 1,
1996,  with  two  one  year  options  to  renew.

The  following  is  a  schedule,  by  years, of future minimum rental payments
required  under  this  lease  as  of  July  31,  1996:

  July  31,  1997                                     $      14,850
                                                      -------------

  Total  minimum  payments  required                  $      14,850
                                                      =============


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

In February 1991, Tri-Valley signed an agreement with the Moscow based Central
Research  Institute  of  Geological  Prospecting  for Base and Precious Metals
("TsNIGRI").    The  agreement  called  for  TsNIGRI  to  demonstrate  their
proprietary  technology  for  evaluating  large  areas  of  covered sub-arctic
terrain  for  precious  metals  on  Tri-Valley's then 64 square mile lode gold
claim  block  at  Richardson,  Alaska.

The  agreements  called  for  Tri-Valley  to  pay the Institute in convertible
preferred stock of Tri-Valley Corporation.  TsNIGRI has earned, and Tri-Valley
has paid, 200,000 shares for FY 92/93 work and paid another 100,000 shares for
FY  93/94  work  upon  receiving  the  report  of  most  recent  activity.

The  Company  was  paying  TsNIGRI  $1,500  per  month as compensation for not
converting  the  preferred  stock into common stock.  On June 7, 1996, TsNIGRI
converted  its  preferred  stock  to  common and, accordingly, the Company has
discontinued  the  payments.

Litigation
----------

Unless  otherwise  noted,  since  the  filing by the Company of the Chapter 11
petitions,  prosecutions  of  all pre-petition claims against the Company were
stayed  by  the  automatic  stay  imposed by the Code.  Management, during the
bankruptcy  proceedings, was able to come to terms with all parties who, prior
to  the  filing  of the petition, had a claim against the Company. In general,
the following lawsuits sought damages that, at the current standing, have been
resolved through settlement.  Management does not know of any other pending or
threatening  litigation  which  exists  at  this  time.

The  lawsuit  pending  between  the  Company  and Carl Mitchell for payment of
advance  royalties  allegedly  due  the  Estate  of  John  R.  Mitchell on the
Richardson,  Alaska  property  as  well as a reimbursement of certain expenses
allegedly  incurred for the benefit of the Richardson property was settled for
$80,000. No other claim exists at the report date in relation to this subject.

Subsequent  to  December  31, 1995, a lawsuit between the Company and Helen L.
O'Brien, former TVC\TVOG vice president and secretary-treasurer concerning her
claim for additional compensation from the Employee Overriding Royalty Program
was  settled  (see  Note  7).  The  settlement  amount  is not material to the
Company.


NOTE  10  -  COMMON  STOCK
             -------------

On  April  21,  1995,  the  Company's  Board  resolved  that  common  stock of
Tri-Valley  Corporation  be  increased  from  15,000,000  shares authorized to
25,000,000  shares.  Shares may be issued with approval of the Company's Board
of  Directors.


<PAGE>
NOTE  11  -  SUBSEQUENT  EVENTS  -  CHAPTER  11  DISMISSAL
             ---------------------------------------------

During  the  Company's  attempt  to  develop a reorganization plan, management
became  acquainted  with  an investment consultant. The consultant was able to
spearhead  a  group of investors in an attempt to contribute enough capital so
that the Company could pay off all of its outstanding obligations at 100 cents
on  the  dollar.    Before  July  31,  1996, the new investors had contributed
$900,000.  The first $150,000 was approved by the court on April 25, 1996, and
was  secured  by  a note with a stated interest rate of 10%, interest only for
two  years,  with  the  outstanding  balance due and payable at the end of two
years.    The  remaining  $750,000  was specifically used to pay off  the Agar
loan,  plus outstanding interest and legal fees for $686,653.  The balance was
a  finder's  fee.  The $750,000 was secured with a note with a stated interest
rate of 10%, interest only for two years, with the outstanding balance due and
payable  at  the end of two years.  Both of the above loans could be converted
and,  subsequent  to  year end, were converted in their entirety to Tri-Valley
Corporation common stock.  The lenders converted the debt by using an exchange
rate  of one unit for each dollar due and payable.  Each unit consisted of 2.5
shares  of  Tri-Valley  common  stock  plus  four  warrants.  The warrants are
transferable  and  consist  of two "A" warrants exercisable at $0.50 each; one
"B"  warrant  exercisable at $1 each; and one "C" warrant exercisable at $1.50
each.    The  warrants  are  required to be exercised within one year from the
issue,  or  they  become  void.

The  new capital received from the investor group, having been used to pay off
the  Agar  loan  and other outstanding obligations, coupled with the potential
for  increased  production  revenue  from the completion of drilling projects,
enabled  the  Company  to  be dismissed from Bankruptcy Court without filing a
plan  of  reorganization.  On  November 1, 1996, the court granted a motion to
dismiss  the  Company  from  the  Chapter  11  proceedings.


NOTE  12  -  SUBSEQUENT  EVENTS  -  STOCK  ISSUANCES
             ---------------------------------------

In addition to the debt to equity conversions mentioned in Note 11, subsequent
to  year  end,  additional money was raised. Amounts of $330,000 and $130,000,
also  secured  by  notes,  were  raised  and converted using the same exchange
formula  as  the  initial  $900,000  of  new  investment.

Also,  subsequent  to  year  end,  the  Company was able to sell an additional
2,080,000  shares  of  restricted  common stock at $0.25 per share and 798,000
shares  of restricted common stock at $0.45 per share.  This issuance of stock
brought  in  approximately  $879,100  of  new  capital  which,  along with the
$460,000 and $900,000 mentioned previously, was used  to pay off the Company's
secured  and  unsecured  creditors  at 100 cents on the dollar and to complete
drilling  projects.


<PAGE>
NOTE  13  -  SUBSEQUENT  EVENTS  -  ACQUISITION
             ----------------------------------

On  January  2,  1997,  Tri-Valley  Corporation executed a letter of intent to
acquire  all  of  the  wireless  communication  assets  of  five  partnerships
controlled  by  Northeast  Telecom,  Inc.

Tri-Valley has conducted several months of on-site and financial due diligence
on  the  assets  and  business  potential.  The  assets  consist of 28 federal
communications  commission licenses for multi-channel spectrum for specialized
mobile  radios  ("SMR"),  low  power  television  ("LPTV"),  and  multi-point
distribution  service  ("MDS"), tower and office buildings in prime markets of
New  York state and Vermont. Details of the acquisition had not been finalized
as  of  the  report  date.


<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 three years ended July
31, 1996.  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 bases
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.

<PAGE>
Capitalized  costs  relating  to  oil and gas producing activities and related
accumulated depletion, depreciation and amortization at July 31 are as follow:
<TABLE>
<CAPTION>

                                      Year  Ended  July  31,
                                      ----------------------

                                    1996        1995        1994
                                 ----------  ----------  ----------
<S>                              <C>         <C>         <C>

Aggregate capitalized costs:
 Proved properties               $ 510,106   $ 445,372   $ 454,397 
 Unproved properties               695,861     646,692     722,416 
 Accumulated depletion,
  depreciation and amortization   (233,259)   (196,741)   (178,007)
                                 ----------  ----------  ----------

Net capitalized costs            $ 972,708   $ 895,323   $ 998,806 
                                 ==========  ==========  ==========
</TABLE>


The  following sets forth costs incurred for oil and gas property acquisition,
exploration  and  development  activities,  whether  capitalized  or expensed,
during  1996:
<TABLE>
<CAPTION>

                                 Year  Ended  July  31,
                                 ----------------------

                                1996      1995     1994
                              --------  --------  -------
<S>                           <C>       <C>       <C>

Acquisition of producing
  properties and productive
  and non-productive acreage  $112,703  $45,748   $34,855
Exploration                                (275)   29,693
Development                          -        -         -
                              --------  --------  -------

                              $112,703  $45,473   $64,548
                              ========  ========  =======
</TABLE>


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

The  results  of  operations  from  oil  and  gas  producing activities are as
follows:
<TABLE>
<CAPTION>

                                         Year  Ended  July  31,
                                         ----------------------

                                       1996        1995        1994
                                    ----------  ----------  ----------
<S>                                 <C>         <C>         <C>

Sales to unaffiliated parties       $ 872,386   $ 376,154   $ 538,415 
Production costs                     (259,673)   (116,285)    (75,257)
Depletion, depreciation and
 amortization                         (42,607)    (37,582)    (41,189)
                                    ----------  ----------  ----------

                                      570,106     222,287     421,969 
Income tax expenses                  (193,837)    (58,438)   (118,761)
                                    ----------  ----------  ----------
Results of operations from
  activities before extraordinary
  items (excluding blending
  operations, corporate overhead
  and interest costs)               $ 376,269   $ 163,849   $ 303,208 
                                    ==========  ==========  ==========
</TABLE>



<PAGE>
Changes  in  estimated  reserve  quantities
-------------------------------------------

The  net  interest in estimated quantities of proved developed and undeveloped
reserves  of  crude  oil  and natural gas at July 31, 1996, 1995, and 1994 and
changes  in  such  quantities  during  each  of  the years then ended, were as
follows:
<TABLE>
<CAPTION>

                                     1996               1995                    1994
                                     ----               ----                    ----

                              Oil      Gas       Oil      Gas       Oil      Gas
                             (BBL)    (MCF)     (BBL)    (MCF)     (BBL)    (MCF)
                             -----  ----------  -----  ----------  -----  ----------
<S>                          <C>    <C>         <C>    <C>         <C>    <C>

Proved developed and
 undeveloped reserves:

 Beginning of year            367   1,888,231    378   2,233,805    253   2,048,846 
 Revisions of previous
  estimates                   (97)   (206,836)    96    (301,552)   212     111,296 
 Extensions, discoveries
  and other additions         382     525,475      -     203,392      -     337,772 
 Production                  (210)   (272,531)  (107)   (247,414)   (87)   (264,109)
                             -----  ----------  -----  ----------  -----  ----------

 End of year                  442   1,934,339    367   1,888,231    378   2,233,805 
                             =====  ==========  =====  ==========  =====  ==========

 Proved developed reserves:

  Beginning of year           367   1,888,231    378   2,233,805    253   2,048,814 
                             =====  ==========  =====  ==========  =====  ==========

  End of year                 442   1,934,339    367   1,888,231    378   2,233,805 
                             =====  ==========  =====  ==========  =====  ==========
</TABLE>


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  three  years  ended  July  31,  1996.

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.

*     In July 1995, when Tri-Valley's reserves were calculated, west coast dry
gas  prices  dipped  briefly  to  a  20  year  low.


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

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


                               1996         1995          1994
                            -----------  -----------  ------------
<S>                         <C>          <C>          <C>

Future cash in flows        $2,989,560   $2,097,633   $ 4,120,625 
Future production and
  development costs           (608,480)    (713,275)   (1,007,555)
Future income tax expenses    (674,158)     (84,761)     (468,662)
                            -----------  -----------  ------------

Future net cash flows        1,706,922    1,299,597     2,644,408 

10% annual discount for
  estimated timing of cash
  flows                        580,012      463,826     1,067,381 
                            -----------  -----------  ------------

Standardized measure of
  discounted future net
  cash flow                 $1,126,910   $  835,771   $ 1,577,027 
                            ===========  ===========  ============
</TABLE>


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

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


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


                                          1996         1995         1994
                                       -----------  -----------  -----------
<S>                                    <C>          <C>          <C>

Standardized measure -
  beginning of year                    $  835,771   $1,577,027   $1,343,270 
                                       -----------  -----------  -----------

Sales of oil and gas produced,
  net of production costs                (612,715)    (217,916)    (365,519)

Revisions of estimates of reserves
  provided in prior years:
    Net changes in prices and
      production costs                    985,846     (779,545)     207,674 
Revisions of previous quantity
    estimates                            (390,920)    (343,769)    (222,590)

Extensions, discoveries and improved
  recovery                                993,148      231,867      675,544 

Accretion of discount                     (94,823)     (15,794)     200,492 

Net change in income taxes               (589,397)     383,901     (261,844)
                                       -----------  -----------  -----------

Net increase (decrease)                   291,139     (741,256)     233,757 
                                       -----------  -----------  -----------

Standardized measure - end of year     $1,126,910   $  835,771   $1,577,027 
                                       ===========  ===========  ===========
</TABLE>



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


ITEM  9.  DISAGREEMENTS  ON  ACCOUNTING  AND  FINANCIAL
-------------------------------------------------------
DISCLOSURE
----------

None.


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

The  following  information, as of July 31, 1996, is furnished with respect to
each  director:
<TABLE>
<CAPTION>


                           Year First
                           Elected as                        Position With
Name of Director      Age  Director(1)  Term Expires *          Company
--------------------  ---  -----------  --------------  -----------------------
<S>                   <C>  <C>          <C>             <C>

F. Lynn Blystone       60         1984  August 19       President,
                                                        Chief Executive Officer
                                                        and Acting CFO

Dennis P. Lockhart     49         1982  August 19       None

Terrance L. Stringer   55         1982  August 19       None

Milton J. Carlson      66         1985  August 19       None

Earl H. Beistline      80         1992  August 19       None

Loren J. Miller        51         1992  August 19       None
</TABLE>


*          Term as director continues until his successor is duly elected upon
annual  shareholders  meeting  or  duly  appointed  during  the  interim.


<PAGE>
ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE REGISTRANT (Continued)
------------------------------------------------------------------

The following is a list of Tri-Valley executive officers, their ages and their
positions  and  offices,  as  of  July  31,  1995:

      Name          Age                  Position and Date Elected to Position
----------          ---          ---------------------------------------------

F.  Lynn  Blystone           60         President and Chief Executive Officer,
Tri-Valley
              Corporation  and  Tri-Valley  Oil  &  Gas  Company
                   (October  9,  1981)


<PAGE>
                            TRI-VALLEY CORPORATION
                       DIRECTORS AND EXECUTIVE OFFICERS
                                   JULY 1995


F.  LYNN  BLYSTONE  -  60       President and Chief Executive Officer     1974
------------------
                              Tri-Valley  Corporation,  and  its  wholly
                              owned  subsidiary,  Tri-Valley  Oil  &  Gas
                              Co.,  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 Whittier College, California, he did
graduate work at George Williams College, Illinois in organization management.
He  gives  full  time  to  Tri-Valley.

DENNIS  P.  LOCKHART  -  49          President          1982
--------------------
                              Heller  International  Group,  Inc.
                              Chicago,  Illinois

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


<PAGE>
TERRANCE  L.  STRINGER  -  55          Executive  Vice  President         1982
----------------------
                              Huntway  Refining  Company
                              Wilmington,  California

Mr.  Stringer  is  responsible  for refinery supply, planning and intermediate
product marketing of Huntway, a NYSE limited partnership with three refineries
in  the  United  States.    Prior to that, he was vice president of supply and
marketing  of  Golden  West  Refinery in Santa Fe Springs, California.  He was
formerly president of several subsidiaries of Tosco Corporation including TPFC
which  purchases,  balances  and  trades  gas  supplies for the Avon Refinery,
Toscogen,  Inc.  which  provides  co-generation  services,  Teorco a heavy oil
producer, and was general manager oil, gas and minerals for Tosco Corporation.
Prior  to  that he spent 9 years with Standard Oil of California (now Chevron)
in  finance,  supply and trading including 3 years in the London Crude trading
office.    He  holds  a  B.Sc.  in chemical engineering from the University of
Illinois  and  a  M.B.A.  from  UCLA.

MILTON  J.  CARLSON  -  66          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  through  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.

EARL  H.  BEISTLINE,  LLD.  -  80          Mining  Consultant          1992
--------------------------
                              Fairbanks,  Alaska

Dr.  Beistline  is  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.


<PAGE>
LOREN  J.  MILLER,  CPA  -  51          Controller          1992
-----------------------
                              Petro  America,  Inc.
                              Long  Beach,  California

Mr.  Miller  has  served in a treasury and chief financial officer capacity as
vice  president successively of Hershey Oil Corporation, Mock Resources, Inc.,
and  McMullen  Oil  Company.   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 an M.B.A. in finance from the University of Southern
California.


                                     STAFF
                                     -----

CRAIG  M.  LYNCH,  ESQ.  -  38          Outside  Counsel,  Petroleum
-----------------------

Mr.  Lynch  is  a  corporation and business litigation attorney experienced in
petroleum,  minerals,  real estate and contract law.  He has served Tri-Valley
on  numerous matters since 1989.  Mr. Lynch holds a B.A. in history and a J.D.
in law from Loyola - Marymount University.  He is a member of the State Bar of
California.

MICHAEL  J.  MORRISON,  ESQ.  -          Outside Counsel, Securities/Corporate
----------------------------

Mr.  Morrison  specializes in federal and state securities law with a practice
that  includes  mineral  and  telecommunications.  He  serves on the boards of
numerous  private  and  public  companies.  He  holds a Bachelor of Science in
Engineering  Management  from  the  U.S.  Air  Force  Academy  and a J.D. from
McGeorge  School  of  Law, University of the Pacific. He is a decorated combat
pilot with licenses for commercial and multi-engine and instrument ratings. He
is  licensed to practice in California, Nevada, District of Columbia, U.S. Tax
Court,  U.S.  Customs  Court,  and  U.S.  Court  of International Trade. He is
licensed  by  the  NASD.


<PAGE>
ITEM  11.  MANAGEMENT  REMUNERATION  AND  TRANSACTIONS
------------------------------------------------------

The  following  table and the accompanying notes show the remuneration paid by
Tri-Valley  Company during its last fiscal year to all officers and directors.
No  officer  or  director  received contingent remuneration during fiscal year
1995.

<TABLE>
<CAPTION>


                          Capacities
Name of Individual or      in which                        Cash
       Persons in Group     Served     Compensation   Other Benefits
------------------------  -----------  -------------  ---------------   
<S>                       <C>          <C>            <C>              <C>

Executive Officer
  (1 person)                      (1)  $     101,633  $       100,000  (2)
Directors (5 persons)                          4,400            3,360
</TABLE>



(1)         Mr. F. Lynn Blystone, President and Chief Executive Officer (TVC).

(2)          At July 31, 1992, F. Lynn Blystone was employed under terms of an
employment  contract  which  provided,  among  other  conditions,  rights  to
severance pay up to $100,000 in the event of the sale of the Company.  In such
event  he  could,  under the terms and conditions of his contract, be eligible
for  severance pay if he were terminated within twelve months of such sale, or
if authority subsequent to sale were reduced, be eligible for severance pay if
he  resigned.  This  agreement  was  approved  by  the  Board of Directors and
ratified  by  the  shareholders.



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

(a)          Set forth below is certain information concerning persons who are
known  by  Tri-Valley  Corporation  to  own  beneficially  more than 5% of the
Company's  voting  shares  on  July  31,  1995:

<TABLE>
<CAPTION>


                                                 Number
                                                   of
                              Name & Address of  Shares    Percent
           Title of Class     Beneficial Owners   Owned   of Class
----------------------------  -----------------  -------  ---------
<S>                           <C>                <C>      <C>

Common stock, $.01 par value  Edgar L. Moss      482,857       6.0%
Common stock, $.01 par value  F. Lynn Blystone   431,998       5.8%
Common stock, $.01 par value  Victor Millar      400,000       5.0%
</TABLE>




<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
---------------------------------------------------------------
AND  MANAGEMENT  (Continued)
---------------

(b)          The  following  table sets forth, as of July 31, 1996 information
concerning  the beneficial ownership of equity securities by all directors and
officers  of  the  Company  as  a  group:

<TABLE>
<CAPTION>


                               Common Stock
   Name of Beneficial Owner   $.01 Par Value  Percent of Class
----------------------------  --------------  -----------------
<S>                           <C>             <C>

All directors and officers
 as a group (6 persons)              568,955              6.54%
</TABLE>



(c)          The  Company  knows of no contractual arrangements which may at a
subsequent  date  result  in  a  change  in  control  of  the  Company.


ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

(a)          None.


<PAGE>
                                    PART IV
                                    -------


ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENTS  SCHEDULES,  AND
------------------------------------------------------------
REPORTS  ON  FORM  8-K
----------------------
<TABLE>
<CAPTION>


                                                                  Page(s)
                                                                  -------
<S>  <C>  <C>                                                      <C>

(a)  1.  CONSOLIDATED FINANCIAL STATEMENTS
         -------------------------------------------------------         

         The following consolidated financial statements of Tri-
         Valley Corporation are included in Part II, Item 8:

         Report of independent auditors                                21

         Balance sheets - July 31, 1996 and July 31, 1995           22-23

         Statements of operations - years ended July 31, 1996,
                                                   1995 and 1994       24

         Statements of changes in shareholders' equity -- years
         ended July 31, 1996, 1995 and 1994                            25

         Statements of cash flows -- years ended July 31, 1996,
                                                   1995 and 1994    26-27

         Notes to financial statements                              28-46
</TABLE>



     2.          FINANCIAL  STATEMENT  SCHEDULES
                 -------------------------------

     The  financial  statement  schedules  of  the  Company filed herewith are
listed  below.   Schedules not included have been omitted because they are not
applicable  or the required information as shown in the consolidated financial
statements  and  notes  thereto.

          Schedule  V  -  Property,  Plant  &  Equipment
          Schedule  VI  -  Accumulated  Depreciation, Depletion & Amortization


<PAGE>
ITEM  14.  EXHIBITS,  FINANCIAL  STATEMENTS  SCHEDULES,  AND
------------------------------------------------------------
REPORTS  ON  FORM  8-K  (Continued)
----------------------

     3.          EXHIBITS
                 --------

          Not  applicable.


(b)          REPORTS  ON  FORM  8-K
             ----------------------

     Frank  M.  Agar,  resigned  as  president of Tri-Valley Oil & Gas Company
effective  September  28,  1995.

     Helen  L. O'Brien, vice president, secretary and treasurer was terminated
effective  December  4,  1995.

          J.  Bruce  Carruthers  II,  director,  resigned  January  26,  1996.


<PAGE>
              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




The  Board  of  Directors
Tri-Valley  Corporation
Bakersfield,  California


The  audits referred to in our report to Tri-Valley Corporation dated December
3,  1996 which is contained in Item 8 of this Form 10-K, included the audit of
the  financial  statement  schedules  contained  herein.

In  our  opinion, such financial statements present fairly the information set
forth  therein.

               BROWN  ARMSTRONG  RANDALL  &  REYES
               ACCOUNTANCY  CORPORATION





Bakersfield,  California
December  3,  1996


<PAGE>
                            TRI-VALLEY CORPORATION
                   SCHEDULE V - PROPERTY, PLANT & EQUIPMENT
                   YEARS ENDED JULY 31, 1996, 1995 AND 1994

<TABLE>
<CAPTION>


                                                    Productive    Productive   Non Productive
                                       Leasehold     Oil & Gas     Oil & Gas      Oil & Gas       Mining
                    Land    Building   Equipment   Improvements     Leases         Leases       Prospects     Totals
                   -------  ---------  ----------  -------------  -----------  ---------------  ----------  ----------
<S>                <C>      <C>        <C>         <C>            <C>          <C>              <C>         <C>

Balances at
 July 31, 1992     $     -  $       -  $   92,293  $       5,748  $   440,552  $       590,745  $1,074,404  $2,203,742
Additions at Cost   11,281     45,124       5,553              -       23,780          247,658     435,314     768,710
Deletions at Cost        -          -       1,210              -       19,171           12,901      12,712      45,994
                   -------  ---------  ----------  -------------  -----------  ---------------  ----------  ----------

Balance at
 July 31, 1993      11,281     45,124      96,636          5,748      445,161          825,502   1,497,006   2,926,458
Additions at Cost        -          -         539              -        9,236           60,087     317,251     387,113
Deletions at Cost        -          -           -              -            -          163,173      94,052     257,225
                   -------  ---------  ----------  -------------  -----------  ---------------  ----------  ----------

Balances at
 July 31, 1994      11,281     45,124      97,175          5,748      454,397          722,416   1,720,205   3,056,346
Additions at Cost        -          -       5,193              -            -           50,111     238,068     293,372
Deletions at Cost        -          -      18,422              -        9,025          125,835           -     153,282
                   -------  ---------  ----------  -------------  -----------  ---------------  ----------  ----------

Balances at
 July 31, 1995      11,281     45,124      83,946          5,748      445,372          646,692   1,958,273   3,196,436
Additions at Cost        -          -           -              -       64,733          141,496      99,459     305,688
Deletions at Cost        -          -           -              -            -           92,327           -      92,327
                   -------  ---------  ----------  -------------  -----------  ---------------  ----------  ----------

Balances at
 July 31, 1996     $11,281  $  45,124  $   83,946  $       5,748  $   510,105  $       695,861  $2,057,732  $3,409,797
                   =======  =========  ==========  =============  ===========  ===============  ==========  ==========
</TABLE>



<PAGE>
                            TRI-VALLEY CORPORATION
       SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION & AMORTIZATION
                   YEARS ENDED JULY 31, 1996, 1995 AND 1994


<TABLE>
<CAPTION>

                                             Accumulated
                                             -----------

                           Depreciation   Depletion   Amortization    Totals
                           -------------  ----------  -------------  --------
<S>                        <C>            <C>         <C>            <C>

Balances at July 31, 1993  $      64,516  $  147,945  $       5,748  $218,209

Additions at Cost                 11,126      30,062              -    41,188
Retirements at Cost                    -           -              -         -
                           -------------  ----------  -------------  --------

Balances at July 31, 1994         75,642     178,007          5,748   259,397

Additions at Cost                 11,129      26,454              -    37,583
Retirements at Cost                7,894       7,720              -    15,614
                           -------------  ----------  -------------  --------

Balances at July 31, 1995         78,877     196,741          5,748   281,366

Additions at Cost                  6,090      36,518              -    42,608
                           -------------  ----------  -------------  --------

Balances at July 31, 1996  $      84,967  $  233,259  $       5,748  $323,974
                           =============  ==========  =============  ========
</TABLE>


                                  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.

January 16, 1997          By:
                                                   F.  Lynn  Blystone
                                                   President,  Chief Executive
                                                   Officer  and Director

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:



January 16, 1997          By:
                                                   Dennis  P.  Lockhart
                                                   Director


January 16, 1997          By:
                                                   Terrance  L.  Stringer
                                                   Director


January 16, 1997          By:
                                                   Milton J. Carlson
                                                   Director

January 16, 1997          By:
                                                   Earl H. Beistline
                                                   Director

January 16, 1997          By:
                                                   Loren  Miller
                                                   Director