SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                               FORM 10-KSB/A
                            AMENDMENT NO. 1 TO
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

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


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

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

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

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

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

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

Indicate  by  check  mark  whether the registrant (1) has filed all reports
required to be filed by Section  13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such  reports), and (2) has been subject to
such requirement for the past 90 days.     Yes    [X]  No[ ]

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

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

As  of  January  25,  2001,  19,653,748  common  shares  were   issued  and
outstanding,  and the aggregate market value of the common shares  of  Tri-
Valley Corporation  held  by  non-affiliates on that date was approximately
$29,078,340.

DOCUMENTS INCORPORATED BY REFERENCE:  None

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

Exhibit Index appears on page 37.


<PAGE>


                                  PART I

ITEM 1. BUSINESS

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

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

In 1987, the Company acquired precious metals claims on Alaska state lands.
The  Company  has conducted exploration operations on these properties  and
has reduced its  original  claims  to a block of approximately 38,760 acres
(60.6 square miles).  The Company has  conducted  trenching, core drilling,
bulk  sampling and assaying activities to date and has  reason  to  believe
that  mineralization   exists   to   justify   additional  exploration  and
development activities.  However, to date, the Company  has  not identified
probable mineral reserves on these properties.  There is no assurance  that
a  commercially  viable  mineral  deposit  exists  on  any  of these above-
mentioned  mineral  properties.  Further exploration is required  before  a
final  evaluation  as  to   the  economic  and  legal  feasibility  can  be
determined.

ITEM 2. PROPERTIES

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

OIL AND GAS OPERATIONS

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

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

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


                                     2
<PAGE>


ITEM 2. PROPERTIES

                              BBL                     MCF

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

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

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

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

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

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

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

                 Gas (Mcf) Oil (Bbl*)   Gas (Mcf) Oil (Bbl*)    Gas (Mcf)
Sales Price        $3.99     $19.98     $2.39      $11.57         $2.20
Production Costs     .29        0         .67         0             .20
Net Profit         $3.70     $19.98     $1.72      $11.57         $2.00

*   Amount represents total sales price of associated condensate, unable to
determine price per barrel.

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

        WELLS (1)                           ACRES (2)
     Gross      Net                      Gross     Net
       11      4.537                      2192     645

                                        3
<PAGE>
   (1) "Gross" wells represent the total number of producing wells in which
     the Company has a working interest.  "Net" wells  represent the number
     of gross producing wells multiplied by the percentages  of the working
     interests therein by the Company.  "Net wells" recognizes  only  those
     wells  in which the Company holds an earned working interest.  Working
     interests earned at payout have not been included.

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

The Company drilled one exploratory well in 2000, but as of March 15, 2001,
the Company has not determined whether  this  well is capable of commercial
production.   SEE  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS   OF   FINANCIAL
CONDITION - PETROLEUM ACTIVITIES, PAGE 8.

ITEM 2. PROPERTIES

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

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

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

     Total                 -0-            -0-             -0-

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

      Total                -0-            -0-             -0-

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

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

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

   STATE               GROSS ACRES                   NET ACRES

California               25,564                        20,890
Nevada                   14,575                        14,575

Some of the Company's undeveloped acreage is held  pursuant  to leases from
landowners.   Such  leases  have  varying  dates of execution and generally
expire one to five years after the date of the  lease.   In  the next three
years, the following lease gross acreage expires:

     Expires in 2001    150 acres
     Expires in 2002  5,852 acres
     Expires in 2003  7,843 acres

                                      4
<PAGE>
PRECIOUS METALS

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

The  mining  claim  block  covers about 60.6 square mils or 38,760 acres of
land, all of which is owned  by the State of Alaska.  The claims lie within
T-5-6-7 S, R 6-7-8 E, Fairbanks  Meridian  (Plate  1), immediately north of
the  Richardson  Highway,  an  all-weather  paved  highway   that  connects
Fairbanks,  Alaska, with points south and east.  Fairbanks is approximately
65 miles northwest  of Richardson, and Delta Junction, also on the highway,
is about 30 miles to  the southeast.  The Trans Alaska Pipeline corridor is
near the northeastern edge  of  the  claim block and the service road along
the pipeline provides access to the claims  from  the north.  Numerous good
to fair dirt roads traverse the claims.

ITEM 2. PROPERTIES

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

   STATE               GROSS ACRES                   NET ACRES

Alaska                   38,760                        37,966

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

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

ENVIRONMENTAL

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


ITEM 3. LEGAL PROCEEDINGS

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

                                    5
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

The shareholder votes were as follows:

Measure #1 - Election of Directors

                           FOR          AGAINST            ABSTAIN

Earl H. Beistline       18,260,785      127,325
F. Lynn Blystone        18,264,680      123,430
Milton J. Carlson       18,266,485      121,625
Dennis P. Lockhart      18,266,485      121,625
Loren J. Miller         18,266,485      121,625

Measure #2 - Approved restated Certificate of Incorporation.

                           FOR          AGAINST            ABSTAIN

                        14,352,402      111,309           4,046,024

Measure #3 - Election by the Company to be governed by section 203 of the
Delaware General Corporation Laws.

                           FOR          AGAINST            ABSTAIN

                        14,318,398      189,213           4,002,124


                                  PART II

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

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

                                 BID PRICES            ASKED PRICES
                                 HIGH    LOW           HIGH   LOW

2000:
 First Quarter                  $ 3.438  $ 1.44        $ 3.63 $ 1.43
 Second Quarter                 $ 4.125  $ 2.03        $ 4.53 $ 1.88
 Third Quarter                  $ 3.188  $ 1.75        $ 3.38 $ 1.72
 Fourth Quarter                 $ 1.938  $ 1.13        $ 2.06 $ 1.06

                                 BID PRICES            ASKED PRICES
                                 HIGH    LOW           HIGH   LOW

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

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

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

RECENT SALES OF UNREGISTERED SECURITIES

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

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

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

We  are  now grading and prioritizing our geologic library, which  contains
over 700 leads and prospects, for exploratory drilling.  We use our library
to decide  where we should seek oil and gas leases for future explorations.
Of course, we cannot be sure that any future prospect can be obtained at an
attractive lease  price  or  that any exploration efforts would result in a
commercially successful well.

Management is confident that the Company inventory and projects can deliver
exceptional value to shareholders and partners if we can fund a velocity of
drilling to make the discoveries  among  the  inevitable  dry  holes of the
exploration business..  We seek to fund and drill enough exploratory  wells
for  commercial  discoveries  to make up for the cost of the inevitable dry
holes that we can expect, in the  exploration business.  Our future results
will  depend  on  our  success  in  finding  new  reserves  and  commercial
production, and there can be no assurance  what  revenue  we can ultimately
expect from any new discoveries.

NATURAL GAS ACTIVITIES

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

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

                                  7
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         (continued)

Tri-Valley arranges to be carried, (we don't have to pay for our interest),
in  the  test wells on prospects.  Under  these  arrangements,  we  usually
minimize the  Company's  cost  to  drill and also receive relatively little
value from the reserves we discover.   On  the  other hand, we occasionally
incur extra expenses for drilling or development  that  we  choose,  in our
discretion, not to pass on to other venture participants.  This occurred in
2000, when we incurred dry hole expenses of $440,228 that we elected not to
charge to our co-venturers.

PETROLEUM ACTIVITIES

We began drilling the Ekho No. 1 on February 7, 2000.  This is the first of
three  test  wells in a program to test deep mapped structure approximately
26 miles long  and  four to five miles wide and north of Bakersfield, where
Tri-Valley Oil and Gas  (TVOG)  is  headquartered.   The Ekho No. 1 reached
total depth of 19,085 feet in only 80 drilling days.   We  hoped  to  drill
into  naturally  fractured  area of the target formation to achieve natural
flow potential.  The well did  encounter  oil  that is 48.6 API gravity and
1,460  Btu  gas  with  no H{2}S, CO{2}, nitrogen or  water.   However,  the
borehole  encountered  "tight"   sands,   which   will  require  artificial
fracturing to provide avenues for the oil and gas to flow at higher rates.

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

PRECIOUS METALS ACTIVITY

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

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

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

TELECOMMUNICATIONS

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

RESULTS OF OPERATIONS

COMPARISON OF YEARS ENDED DECEMBER 31, 2000 AND 1999

BALANCE SHEET

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

                                  8
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         (Continued)

REVENUES

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

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

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

COSTS AND EXPENSES

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

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

FINANCIAL CONDITION

Operating Activities

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

Investing Activities

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

                                9
<PAGE>
Financing Activities

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

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

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

                                  10
<PAGE>


                       ITEM 7:  FINANCIAL STATEMENTS


                          TRI-VALLEY CORPORATION
                                   INDEX




                                                                   PAGE(S)
Report of Brown Armstrong Randall Reyes Paulden & McCown,
  Independent Auditor's Report.......................................12
Consolidated Balance Sheets at December 31, 2000 and 1999............13
Consolidated Statements of Operations for the Years Ended
  December 31, 2000 and 1999.........................................14
Consolidated Statements of Changes in Shareholders' Equity for the
  Years Ended December 31, 2000 and 1999.............................15
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000 and 1999.........................................16
Notes to Consolidated Financial Statements...........................17
Supplemental Information about Oil and Gas Producing
  Activities (Unaudited).............................................26

                                     11
<PAGE>


                      REPORT OF INDEPENDENT AUDITOR'S


The Board of Directors
Tri-Valley Corporation
Bakersfield, California


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

We  conducted  our  audits  in accordance with generally accepted  auditing
standards. Those standards require  that  we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes  examining,  on  a test basis,
evidence   supporting   the   amounts  and  disclosures  in  the  financial
statements.  An audit also includes  assessing  the  accounting  principles
used  and  significant  estimates made by management, as well as evaluating
the overall financial statement  presentation.   We believe that our audits
provide a reasonable basis for our opinion.

In  our opinion, the consolidated financial statements  referred  to  above
present  fairly  in  all  material  respects the financial position of Tri-
Valley Corporation at December 31, 2000  and 1999, and the results of their
operations and their cash flows for the years  then  ended,  in  conformity
with generally accepted accounting principles.

                    BROWN ARMSTRONG RANDALL
                    REYES PAULDEN & MCCOWN
                    ACCOUNTANCY CORPORATION


Bakersfield, California
February 9, 2001

                                     12
<PAGE>


                          TRI-VALLEY CORPORATION
                        CONSOLIDATED BALANCE SHEETS

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

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

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

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

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

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

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

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

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

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

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

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $      4,117,119           $9,873,358
                                           ================      ===============
</TABLE>
     The accompanying notes are an integral part of these financial statements.
                                          13

<PAGE>

                          TRI-VALLEY CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                December 31,        December 31,
                                                       2000                 1999
                                                -----------         ------------
<S>                                          <C>                 <C>
Revenues
  Sale of oil and gas                        $       994,553     $       504,072
  Royalty                                             11,406               4,968
  Partnership income                                  39,053              13,820
  Gain on sale of property                           154,760              77,434
  Interest income                                     99,234              32,353
  Sale of oil and gas prospects                      863,500           1,792,291
  Other income                                        34,862             261,460
                                             ---------------     ---------------

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

Costs  and  Expenses
  Mining exploration costs                           162,741             193,069
  Oil and gas leases                                  74,497             141,237
  Well workover                                       35,502               4,086
  Severed Acreage                                      1,026              16,195
  Well write-off                                     490,921                   -
  Cost of oil and gas prospects sold                 784,710           1,060,761
  General and administrative                       1,931,105           1,002,258
  Depreciation, depletion and amortization            64,433              80,946
  Interest                                            19,730              17,492
  Impairment of acquisition costs                         -              148,334
                                             ---------------     ---------------

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

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

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

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


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

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

Weighted Average Number of Shares Outstanding  19,293,188             18,957,278
                                         ================       ================


</TABLE>
      The accompanying notes are an integral part of these financial statements.
                                     14
<PAGE>


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

<TABLE>
<CAPTION>
                                            Capital in
                                            Excess of     Accumulated   Treasury   Shareholder
                      Shares    Par Value   Par Value         Deficit    Stock         Equity
                    ----------  ---------   -----------   -----------   --------   ------------
<S>                 <C>         <C>         <C>           <C>           <C>        <C>

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

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

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

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

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

</TABLE>
The accompanying notes are an integral part of these financial statements.
                                 15



                         TRI-VALLEY CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

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

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

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

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

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

Net Cash Provided (Used) by Financing
  Activities                                        (5,111,663)       7,918,906
Net Increase (Decrease) in Cash and Cash
  Equivalents                                       (6,676,899)       7,859,241
Cash at Beginning of Year                            8,050,469          191,226
                                                   ------------    ------------

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


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


  Interest paid                                    $    19,730     $     17,492
  Income taxes paid                                $    15,756     $      4,662
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                 16
<PAGE>


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



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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

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

HISTORY AND BUSINESS ACTIVITY

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

CASH EQUIVALENT AND SHORT-TERM INVESTMENTS

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

GOODWILL

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

                                    17
<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ACQUISITION COSTS

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

DRILLING AGREEMENTS/JOINT VENTURES

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

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

SALE OF OIL AND GAS PROSPECTS

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

OIL AND GAS PROPERTY AND EQUIPMENT (SUCCESSFUL EFFORTS)

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

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

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

                                    18
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

GOLD MINERAL PROPERTY

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

PROPERTIES AND EQUIPMENT

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

Office furniture and fixtures   3 - 7 years
Building                        40 years

Leasehold improvements are amortized over the life of the lease.

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

CONCENTRATION OF CREDIT RISK AND FAIR VALUE OF FINANCIAL INSTRUMENTS

As discussed in Note 6, the Company sells oil,  gas and natural gas liquids
to primarily one purchaser located in the northern California region.

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

Fair  value  of  financial  instruments  are  estimated to approximate  the
related book value, unless otherwise indicated, based on market information
available to the Company. The fair value of the  Company's  note receivable
is  estimated  based  on  the  discounted  value  of the future cash  flows
expected to be received, and considers the length of time the note has been
in default. The present value is estimated to be $94,000  at  December  31,
2000.

EARNINGS (LOSS) PER SHARE (SFAS 128)

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

RECLASSIFICATION

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

ACCOUNTING PRONOUNCEMENTS

In  December 1999, the Securities  and  Exchange  Commission  issued  Staff
Accounting  Bulletin  No. 101 which summarizes certain of the staff's views
in applying generally accepted accounting principles to revenue recognition
in financial statements.  The Company does not anticipate a material impact
on its financial position or results of operations.
                                    19
<PAGE>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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


NOTE 2 - PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
OIL AND GAS - CALIFORNIA
 Proved properties, net of accumulated depletion
   of $525,916 and $496,282 at December 31, 2000
   and 1999 respectively                           $    226,790    $    200,104
 Unproved properties                                    990,089         762,521
                                                   ------------    ------------

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

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

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

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


NOTE 3 - NOTES PAYABLE

                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------

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

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

Note payable to Union Bank, dated January 15, 2000;
  secured by a vehicle; interest at 8.5%; payable
  in 60 monthly installments of $380.                    15,430          18,575
                                                   ------------    ------------
                                                         22,710          31,609
Less current portion                                     10,672          10,554
                                                   ------------    ------------

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

</TABLE>

                                       20

<PAGE>


NOTE 3 - NOTES PAYABLE (Continued)

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

  Year Ended
  DECEMBER 31,
   2001               $ 10,672
   2002                  3,691
   2003                  4,017
   2004                  4,330
                      $ 22,710


NOTE 4 - RELATED PARTY TRANSACTIONS

EMPLOYEE STOCK OPTIONS

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

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

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

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

<TABLE>
<CAPTION>
                                              2000                             1999
                          ------------------------  -------------------------------
                                         Weighted-Average          Weighted-Average
                           Shares        Exercise  Price    Shares  Exercise  Price
                         --------        ---------------  --------  ---------------
<S>                      <C>             <C>              <C>       <C>
Fixed  Options

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

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

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

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

</TABLE>
                                        21
<PAGE>


NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)

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

<TABLE>
<CAPTION>
                                       Options Outstanding and Exercisable
                                                 Weighted-Average
                           Number Outstanding     Remaining     Weighted-Average
                           ------------------     ---------     ----------------
Range of Exercise Prices  at December 31, 2000 Contractual Life   Exercise Price
------------------------  -------------------- ---------------    --------------
<S>                       <C>                  <C>                <C>
          $.50 - $2.43           2,644,000           7.65            $  1.20

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

<TABLE>
<CAPTION>
                                                    Number     Weighted-Average
                                            -------------     -----------------
<S>                                         <C>               <C>
Outstanding  at  December  31,  1998             666,000             $  0.71

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

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

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

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

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

Available for Issuance at December 31, 2000     995,000
                                             ==========
</TABLE>

BENEFICIAL OWNERS

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

                                   OWNERSHIP SHARES         PERCENTAGE

Dennis Vaughan                         1,009,200                5.2%

PARTNERSHIPS

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

                                       December 31,         December 31,
                                              2000                 1999

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

ISSUANCE OF STOCK

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


                                   22
<PAGE>


NOTE 5 - INCOME TAXES

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

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Deferred Tax Assets:
  Net operating loss carry forwards                $    802,644    $  1,160,000
  Statutory depletion carry forwards                    259,233         215,000
                                                   ------------    ------------
Total Deferred Tax Assets                             1,061,877       1,375,000
Valuation Allowance                                  (1,061,877)     (1,375,000)
                                                   ------------    ------------
Net Deferred Tax Assets                            $          -    $          -
                                                   ============    ============
</TABLE>

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


NOTE 6 - MAJOR CUSTOMERS

OIL AND GAS

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

                                             A         OTHER
                                      ---------    ---------

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

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

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


NOTE 7 - FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS

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

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

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

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

                                   23
<PAGE>


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

<TABLE>
<CAPTION>
                                       Oil and Gas     Precious Metals     Total
                                      ------------     ---------------     -----
<S>                                 <C>                <C>               <C>
YEAR  ENDED  DECEMBER  31,  2000

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

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

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

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

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

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

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


YEAR  ENDED  DECEMBER  31,  1999

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

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

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

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

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

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

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

</TABLE>


NOTE 8 - COMMON STOCK

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


NOTE 9 - COMMITMENTS AND CONTINGENCIES

LITIGATION

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

                                    24
<PAGE>


NOTE 9 - COMMITMENTS AND CONTINGENCIES (Continued)

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

MINING ACTIVITIES

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

CONTINGENCIES

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

LEASES

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


                                      25
<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 oil and gas reserves are the estimated quantities of
crude oil,  natural  gas,  and  natural  gas  liquids  which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
the  future  years  from  known  reservoirs  under  existing  economic  and
operating conditions, i.e., prices and costs as of the date the estimate is
made.  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  where a relatively major expenditure is required for
completion.

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

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

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

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Aggregate capitalized costs:
  Proved properties                                $   752,706     $   696,386
  Unproved properties                                  990,089         762,521
  Accumulated depletion, depreciation and
    amortization                                      (525,916)       (496,282)
                                                   ------------    ------------
Net Capitalized Assets                             $  1,216,879    $   962,625
                                                   ============    ============
</TABLE>

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Acquisition of producing  properties and
  productive and non-productive acreage            $    56,320     $    80,398
                                                   ============    ============
Exploration costs                                  $   227,568               -
                                                   ============    ============

</TABLE>

                                    26
<PAGE>
RESULTS OF OPERATIONS FROM OIL AND GAS PRODUCING ACTIVITIES

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Sales to unaffiliated parties                      $ 1,045,013     $   521,271
Production costs                                      (601,946)       (161,518)
Depletion, depreciation and amortization               (29,634)        (51,596)
                                                   ------------    ------------
                                                       413,433         308,157
Pro forma statutory income tax expense                (144,489)       (103,431)
                                                   ------------    ------------

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

</TABLE>

CHANGES IN ESTIMATED RESERVE QUANTITIES

The   net   interest  in  estimated  quantities  of  proved  developed  and
undeveloped reserves  of crude oil and natural gas at December 31, 2000 and
1999, and changes in such  quantities  during each of the years then ended,
were as follows:

<TABLE>
<CAPTION>
                                        DECEMBER 31, 2000    DECEMBER 31, 1999
                                        -----------------    -----------------
                                         Oil         Gas      Oil         Gas
                                        (BBL)       (MCF)    (BBL)       (MCF)
                                        -----       -----    -----       -----
<S>                                     <C>     <C>          <C>     <C>
Proved developed and
undeveloped reserves:
  Beginning of year                       185   1,540,004      234   1,434,499
  Revisions of previous
   estimates                               92     389,309       70     308,085
  Acquisitions of minerals in
   place                                    -      59,135        -       7,753
  Extensions and discoveries               72     103,235        -           -
  Production                              (50)   (249,011)    (119)   (210,333)
                                        -----   ---------    ------  ---------
End of year                               299   1,842,672      185   1,540,004
                                        =====   =========    ======  =========

Proved developed reserves:
  Beginning of year                       185   1,540,004      234   1,434,499
                                        =====   =========    ======  =========
  End of year                             299   1,842,672      185   1,540,004
                                        =====   =========    ======  =========
</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 year ended December 31, 2000 and 1999.

The future net cash inflows are developed as follows:

  (1)Estimates  are made of quantities of proved reserves and the  future
     periods during which they are expected to be produced based on year-end
     economic conditions.
  (2)The estimated  future production of proved reserves is priced on the
     basis of year-end prices.
  (3)The resulting future  gross revenue streams are reduced by estimated
     future costs to develop and to produce proved reserves, based on year
     end cost estimates.
  (4)The resulting future net  revenue  streams  are  reduced  to present
     value amounts by applying a ten percent discount.
                                     27
<PAGE>
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.  There are  no
future development costs.

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Future cash in flows                               $ 25,127,878    $  3,265,995
Future production and development costs              (1,975,633)       (875,081)
Future income tax expenses                           (7,951,963)       (122,128)
                                                   ------------    ------------
Future net cash flows                                15,200,282       2,268,786
10% annual discount for estimated timing of
  cash flows                                          6,716,556       1,051,537
                                                   ------------    ------------
Standardized measure of discounted future net
cash flow                                          $  8,483,726    $  1,217,249
                                                   ============    ============

</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.

<TABLE>
<CAPTION>
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2000            1999
                                                   ------------    ------------
<S>                                                <C>             <C>
Standardized measure - beginning of period         $  1,217,249    $  1,178,295
Sales of oil and gas produced, net of
  production costs                                     (443,067)       (260,215)
Revisions of estimates of reserves provided in
  prior years:
  Net changes in prices and production costs         10,411,028          40,691
  Revisions of previous quantity estimates            3,186,723         354,958
  Extensions and discoveries                            694,792               -
  Purchases of minerals in place                        842,668               -
Accretion of discount                                 1,306,674         221,930
Changes in production rates (timing) and other         (902,506)       (381,372)
Net change in income taxes                           (7,829,835)         62,962
                                                   ------------    ------------
Net increase                                          7,266,477          38,954
                                                   ------------    ------------
Standardized measure - end of period               $  8,483,726    $  1,217,249
</TABLE>


                                   28
<PAGE>


                                 PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is furnished with respect to each director and
executive officer:

<TABLE>
<CAPTION>
                                    Year First
                                    Became Director or          Position With
Name  of  Director           Age    Executive  Officer          Company
-----------------------      ---    ------------------    ---------------------------
<S>                          <C>    <C>                   <C>
F.  Lynn  Blystone           65     1974                  President,  CEO, Director,TVC
                                                          CEO  and  Director,  TVOG
                                                          President,  CEO,  Director,  TVPC

Dennis  P.  Lockhart(1)      54     1982                  Director

Milton  J.  Carlson(1)       70     1985                  Director

Earl  H.  Biestline          84     1992                  Director

Loren  J.  Miller(1)         56     1992                  Director

C.  Chase  Hoffman           78     2000                  Director

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

Joseph  R.  Kandle           58     1999                  President,  TVOG

</TABLE>
 (1)-  Member  of  Audit  Committee

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

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

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

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

                               29
<PAGE>
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

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

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

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

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

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

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

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

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

                                 30
<PAGE>
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

ITEM 10. EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                                                                     Long Term
                                                                   Compensation
                                         Annual Compensation          Awards
                                     --------------------------- ------------------
         (a)            (b)               ( c )           (d)            (e)
                                                         Other         Securities
    Name         Period Covered         Salary        Compensation     Underlying Options
------------    ------------------  -------------  ----------------- ---------------------
<S>              <C>                 <C>             <C>              <C>
F. Lynn          FYE 12/31/00          $ 95,870        $9,850(2)
 Blystone, CEO   FYE 12/31/99          $ 95,712
                 FYE 12/31/98          $156,000(1)
</TABLE>

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

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

AGGREGATED 2000 OPTION EXERCISES AND YEAR-END VALUES

The following table summarizes the number and value of all unexercised
stock options held by the Named Officer and the Directors at the end of
2000.

                                 31
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION


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

NAME                 EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-----------          ------------------------- -------------------------
<S>                  <C>                       <C>
F. Lynn Blystone             595,000/0                  0/0
Dennis P. Lockhart           220,000/0                  0/0
Milton J. Carlson            218,000/0                  0/0
Loren J. Miller              220,000/0                  0/0
Earl H. Beistline            198,000/0                  0/0
C. Chase Hoffman             150,000/0                  0/0
</TABLE>

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

COMPENSATION OF DIRECTORS

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

        (A)              (B)

       NAME             FEES
       ----             ----
Earl Beistline         $2,650
Milton Carlson         $2,650
Dennis P. Lockhart     $1,800
Loren J. Miller        $2,650
C. Chase Hoffman         $850

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As  of  December  31, 2000, there were 19,554,748 shares of  the  Company's
common stock outstanding.   The following persons were known by the Company
to be the beneficial owners of  more  than  5%  of  such outstanding common
stock:

                                32
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                                 Number of         Percent of
Name and Address                  Shares              Total
-------------------------  --------------------  ---------------
F. Lynn Blystone              1,024,264(1)            5.1%
P.O. Box 1105
Bakersfield, CA 93302

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

(1)  Includes 595,000 shares of stock Mr. Blystone has the right to acquire
upon the exercise of options within 60 days after December 31, 2000, and
30,200 shares held in the name of Bandera Land Company, Inc., a family
corporation of which Mr. Blystone is the president.

The following table sets forth the beneficial ownership of the Company's
common stock as of December 31, 2000 by each director, by each of the
executive officers named in Item 11, and by the executive officer named in
Item 10 and directors as a group:

                                 Number of         Percent of
Directors                         Shares(1)           Total(2)
-------------------------  --------------------  ---------------
F. Lynn Blystone                1,024,264(3)          5.1%
Dennis P. Lockhart                282,091(3)          1.4%
Milton J. Carlson                 289,000(3)          1.4%
Loren J. Miller                   255,300(3)          1.3%
Earl H. Beistline                 248,000(3)          1.3%
C. Chase Hoffman                  197,500(3)          1.0%

TOTAL GROUP (all directors and
  Executive officers - 6
   persons)                     2,295,955(3)         10.9%

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

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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.
                                    33
<PAGE>
ITEM 13. EXHIBITS, LISTS, AND REPORTS ON FORM 8-K

(a)    Exhibits.

Exhibit
Number   Description of Exhibit                               Page

  3.1    Amended and Restated Certificate of Incorporation
 21.1    Financial Data Schedule

(b)    Reports on Form 8-K

       None

                                    34
<PAGE>

                                SIGNATURES


Pursuant  to  the  requirements  of Section 13 or 15(d) of  the  Securities
Exchange Act of 1934, the Registrant  has  duly  caused  this  report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 30, 2001       By:  ______/s/      _______________________
                              F. Lynn Blystone
                              President, Chief Executive Officer and
                              Director


Date: May 30, 2001       By:  _____/s/     _________________________
                              Thomas J. Cunningham
                              Secretary, Treasurer, and Chief
                              Financial Officer